DIRECTORS' REPORT Dear Shareholders, Your Directors have pleasure in presenting the 21st Annual Report of Raminfo Limited (the Company) together with the Audited accounts for the financial year ended 31st March 2015 OPERATIONS: The Company has earned total income from sales and services of Rs.1295 Lakhs for the financial year 2014-15 under review as against Rs.1013 Lakhs in the previous year 2013-14 registering a growth of 28%. The operating profit (earnings before interest, tax, depreciation and other income) stood at Rs.158 Lakhs as against Rs.118 Lakhs for the previous year registering a growth of 33.68%. DOMESTIC MARKET Major contribution to the top line comes from operations and maintenance of e-governance projects in the states of Telangana and Karnataka. As the Governments thrust on e-governance projects for better citizenship services and mitigate problems in the public utility/ distribution systems the Company foresees major opportunities in the coming year as the Company has successfully, implemented and maintained various e-governance projects and the Company mainly focuses on the e-governance projects. The Company's past record in the development of e-governance software-systems, implementation and maintenance of e-governance projects would certainly add as an advantage to garner some crucial projects from the Governments. The next prominent contribution to the growth of your company is banking services product. Your company has developed a product which can be implemented in single/multiple branch co-operative banks. The product is user friendly and complies with all statutory requirements. The product has made a good headway and the coming year shall be highly promising for this product, as deadline set by RBI for computerization of Cooperative banks is fast approaching. Though there is competition your company is aiming to maximize implementations. Future outlook: Your Company has identified smart cities development projects, e-commerce services, street line LED lights installation in various states, cloud computing, mobile applications and health care applications as major areas of growth and accordingly entered into joint ventures. As most of the e-governance projects are contemplating work on mobile based services, the potential to unlock is very huge GPS applications, which are useful in Dial 100, 104 services are likely to add revenues to your company in coming years. Your company is foraying into defense sector and we are taking relevant steps to prove our strength. EXPORT MARKET Your Company has registered a robust growth in export revenue. We have achieved this revenue on rendering of consultancy services. Future outlook: We have identified mobile testing and legacy applications as major areas of growth and started working towards generating revenues in coming years. As part of expansion we are likely to operate from South-East Asia, Middle East and US to explore the opportunities. QUALITY: Your company has been following strict quality management standards and constantly upgrading the processes. During the financial year your company has been appraised for Capable Maturity Model - level 3 (CMM I 3). DIVIDEND: The Board of directors does not recommend any dividend for the year as at 31st March 2015. STATUTORY AUDITORS: M/s. Vara Prasad & Associates, Chartered Accountants, were appointed as the statutory auditors of your company with the shareholders' approval in the Annual general Meeting of the company held on 10th September, 2014 to hold office until the conclusion of the ensuing Annual General Meeting and are eligible for Re-appointment. The company has obtained confirmation, under Section 139(1) of the Companies Act, 2013, confirming their eligibility and willingness to accept the office of the Statutory Auditors for the financial year 2015-16, if re-appointed. The audit committee and the Board of Directors of the company recommend the appointment of M/s. Vara Prasad & Associates as Statutory Auditors of the Company for the financial year 2015-16. The members are requested to reappoint Auditors for the current year and authorize the Board of Directors to fix their remuneration. SECRETARIAL AUDITOR: M/s.P.S.Rao & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there-under. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure-B to the Board's report. The Board has appointed M/s.P.S.Rao & Associates, Practicing Company Secretaries, as secretarial auditors for the financial year 2015-16. DIRECTORS: The Board of Directors, on the recommendation of Nomination and Remuneration Committee, have appointed Ms. A.Harini as an Additional Director of the Company who holds office till the ensuing Annual General Meeting. The said appointment is being proposed for the ratification of shareholders at the ensuing annual general meeting. In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. P.S.Raman, Director of the Company retires by rotation and being eligible, has offered himself for re-appointment. All Independent Directors have submitted the declarations as required U/s. 149(7) of the Act confirming that they meet the criteria of independence. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. FIXED DEPOSITS: Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet. CORPORATE SOCIAL RESPONSIBILITY (CSR): During the financial year 2014-15, the provisions relating to Corporate Social Responsibility are not applicable to Company. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any, the details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.raminfo.com RISK MANAGEMENT: The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which form part of the Board Report. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that: i. In the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures; ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year; iii. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. They have prepared the annual accounts on a going concern basis; v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. BOARD EVALUATION: The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. Based on the questionnaire and feedback, the performance of each director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meeting of NRC also reviewed performance of the Chief Executive Officer and Managing Director on goals (quantitative and qualitative) set at the beginning of the year in April 2015. Ms. A.Harini, additional director, being appointed on 28th March, 2015, was excluded from the process of evaluation._ A separate meeting of the Independent Directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole performance of the non-independent directors and performance of the Board Chairman. Some of the key criteria for performance evaluation are as follows - Performance evaluation of Directors: • Attendence at Board or Committeee meetings. • Contribution at Board or Committee meetings. • Guidance/Support to management outside Board or Committee meetings. Performance evaluation of Board and Committees: ^ Degree of fullfilment of key responsibilities. ^ Board structure and composition. • Establishment and delineation of responsibilities to Committees. • Effectiveness of Board proceses, Information and functioning. • Board culture and dynamics. • Quality of relationship between Board and Management. ^ Eficiency of Communication with external stakeholders. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in Annexure-C to this Report. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-D to this report. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL/ EMPLOYEES: Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure - E. NOMINATION AND REMUENRATION POLICY: A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178, Schedule IV of the Companies Act and Clause 49 of the Listing Agreement. It has been entrusted with the task to recommend a policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. Nomination and Remuneration Policy of the Company is enclosed herewith as Annexure -F. MANAGEMENT DISCUSSION & ANALYSIS: Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is herewith annexed as Annexure-G to this report. CORPORATE GOVERNANCE: The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2014-15 and a Certificate from the Practicing Company Secretatries of the Company are furnished which form part of this Annual Report. PARTICULARS OF EMPLOYEES: No employee of the Company was in receipt of Rs.5 lacs per month or Rs. 60 lacs per anum during the financial year hence, as such no details are furnished pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. HUMAN RESOURCES: Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees. GENERAL: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Issue of equity shares with differential rights as to dividend, voting or otherwise. 2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 3. As there are no subsidiary(ies), as such the Managing Director nor the Whole-time Director of the Company had not received any remuneration or commission. 4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. 5. No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial year and date of report. Your Directors further state that during the year under review, there were no cases filed/registered pursuant to the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENTS: The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management. For and on behalf of the board (Sd/-) L.Srinath Reddy Managing Director (Sd/-) P S Raman Non-Executive Director Date : 14.08.2015 Place : Hyderabad |