Rategain Travel Technologies Ltd
Chairman Speech
Seth often called the Warren Buffet of the 21st Century' embodied what
we have always believed at RateCain, that in times of uncertainty, the only thing to focus
on is what we can control to help us move forward, and the confidence of moving forward
could not have come without your belief in RateGain.
It has been a great year for RateGain on many fronts and for this, I want to commend
the efforts of the team for delivering excellence as we continue to scale further. We
continue to remain focused on our passion to solve problems through innovation, and
helping our customers unlock new revenue every day.
Unlike the past economic crises that the world has witnessed, the last two-three years
have seen multiple crises which have impacted both job creation and at the same time
stoked inflationary pressures at an unprecedented level. However, over the last 60,000
years when humans first started traveling, the innate nature to seek new experiences has
inspired us to travel, first for physiological needs and now more for self-discovery and
actualization.
It is this need that helped drive back growth for the industry in the summer of 2022
and surpassed pre-covid levels in the first half of 2023. International travel is set to
grow at 50% in 2023 and at an impressive 28% annual growth through 2025 contributing to
healthy double-digit growth across key segments within the sector.
Improving profitability with sustainable growth
RateGain has delivered a standout all-round performance in FY 2022-23 with strong
revenue growth coupled with significant margin expansion, record new contract wins and the
completion of our fourth acquisition i.e., Adara in January 2023,
all contributing to the Company outperforming across key metrics. We closed the year
with strong revenues of Rs. 5,651.3 million, growing 54.2% y-o-y and ending with
Annual Recurring Revenue rate of Rs. 7,745.1 million.
Committed to creating value for our shareholders, we delivered significant expansion in
our operating margins to 15.0% up from 8.3% in the previous year outperforming key metrics
like LTV to CAC, revenue per employee and many more. To ensure that we sustain this
performance and adapt to a constantly evolving environment, we continue to revisit,
re-learn and recalibrate our approach by adjusting our capital allocation with a focus to
drive value.
The expansion of both revenue and margins is a result of the inherent nature of SaaS
business as scale brings operating leverage. This contributed to our key metric Net
Retention Rate (NRR) continuing to be high at 110.4%, marginally lower than last yea due
to a favorable base effect.
With our recent acquisitions, we are building unique and complementary capabilities
across business segments that will further strengthen our moat and foster the ability to
be the integrated revenue maximization platform for our customers.
The opportunity to help an industry leap into tomorrow
We have witnessed a strong recovery within the travel sector over the past 15 months
and while some attributed that to Revenge Travel', what we are witnessing now is
strong undercurrents that are setting up the next decade to be one of the best for the
travel and hospitality sector. With the Revenge Travel' trend firmly behind us, we
continue to witness robust demand for travel globally with consumers not willing to
compromise on having experiences and travel being the highest priority on their
discretionary spend. 75% of European & North American respondents from surveys
indicated they would maintain or increase their travel spend in 2023.
Further, closer home in my home country, India, more Indians are expected to travel
over the next decade with the government planning to add 100 smaller airports that would
connect to larger cities, and the top two airlines placing an order of over 970 planes to
be delivered by 2030, we can expect this market to be a catalyst in driving global travel
growth.
As hotels and airlines experience this new phase of growth, now is the right time to
revisit their customer experience priorities, understand the involved' traveler,
identify the silos within their
own teams, and start planning for the next big leap in technology.
The involved' traveler needs more at each step of 1 the journey, more
personalization, more choices, r more control, and more anticipatory technology
to engage with services and do it more often from their device of choice.
To meet the needs of this involved customer, the technology revolution led by AI is no
longer waiting for our industry to catch up and is constantly adjusting to the way
consumers evaluate, engage, and educate themselves about decisions they make > every
day. Unlike past crises, the industry should not treat these changes as temporary and
believe that with minor adjustments to their existing practices, they can solve for
traveler's interest.
Every player needs to relook at their technology budgets, ramp-up their migration to a
cloud-based infrastructure, identify gaps in their digital strategy ; before
they approach the adoption of AI, and focus on how they can reduce the number of systems,
teams are working on simultaneously to take decisions. More importantly, the industry
needs to look at technology as an ever-evolving constant that helps in brand
differentiation, drive efficiencies, and unlock new revenue.
These changes have created a new set of opportunities for the hospitality industry to
tap in to - and thus need a technology partner they can rely on to tap into new
opportunities while solving the below challenges:
Challenge 1: Understanding travel-intent and behavior of a large millennial working
population with a high penetration of mobile and cheap internet.
Challenge 2: Inability of brands to leverage technology and talent to build more
integrated experiences.
Challenge 3: Shortage of labor across different functions.
This is the opportunity RateGain has been at the forefront of, solving for our
customers with the use of AI moving towards our vision of creating the right experience
across every touchpoint.
Using innovation at scale to deliver excellence
While the world is getting access to a lot of Al-based applications in the last few
quarters, and as a result the users are able to see the value that it brings, in its basic
form AI is the ability to perform functions by machines based on large samples of data
that power models to execute tasks on the basis of self-learning to achieve
decision-making and execution at scale. The ability to procure this data at scale in
real-time gives RateGain an advantage over its competition and is suitably positioned to
power not only its own Al-powered data lake but also commercialize these APIs for use by
the travel ecosystem to solve for various use cases in making travel more seamless. This
is where the opportunity for RateGain lies to maximize impact.
Over the last decade, we have partnered with leading brands to maximize revenue,
limited not only to bookings. We have established relationships and are serving the top 23
of 30 Hotel Chains, the top 25 of 30 Online Travel Agents, the top car rental companies,
and the top Global Destination Management Organizations, including 8 Global Fortune 500
companies, to help them unlock new revenue everyday. Revenue maximization at its heart has
the optimization of spending, technology cost and ability to respond at a lightning-fast
speed to market changes and that is what RateGain's interoperable offerings across DaaS,
Distribution, and Martech are helping companies do across the travelers' journey.
DaaS: Al-powered Insights that Move Intent to Action
The shift towards attribute-based selling and maximizing revenue per available guest
combined with the consumer demanding more control on what they pay for, is creating a need
for brands to analyze more data than ever before to be able to be the preferred choice of
the traveler.
However, there are many factors that impact travel decisions including pricing,
searching across multiple devices, multiple websites and consuming a lot of content before
making the final decision.
RateGain with its acquisition of Adara now has the world's most comprehensive
travel-intent platform aimed at destination management companies and travel industry
players that are relying on accurate, real-time, and actionable data to capture the right
traveler and reduce their cost of acquisition while at the same time maximizing customer
lifetime value with the power of AI.
RateGain now is one of the largest processors of travel data across airlines, car
rentals, travel agencies, hotels and cruise liners helping commercial teams make better
decisions, and with brands looking to get more control we only see the need for our DaaS
offerings increasing in the near future.
Distribution: Scale that Leaders Rely on to Connect with Guests
Our distribution capabilities provide the industry with the digital infrastructure they
need to connect with more travelers every day. As the world comes closer, and more
emerging economies see an interest in travel from a tech-savvy population, our
distribution business will become critical in solving the challenge of acquiring guests
from multiple channels. With our strong partnership ecosystem, we continue to power over
200 billion annual updates and transactions annually trusted by the world's top 23 of 30
hotel chains.
We continue to focus on building a platform that would help hotels of every size manage
inventory across every channel with ease using AI.
Martech: Sustaining Growth by Driving ROI
The digital marketing world has been dominated by two conversations, improving returns
in the wake of lower budgets, and preparing for a cookie-less future. It gives me immense
pleasure to share that your Company is prepared to tackle both challenges for the travel
industry. Today, businesses need several data sources to track intent and filter out
actual intent before they spend money on a campaign to convert potential buyers.
Advertisers need reliable intent that they can target and generate higher ROI from
different platforms, however, struggle to do that with the current dependence of a few
platforms. Our recent acquisition of Adara solves that for our existing customers. It
complements our existing Martech offering by further augmenting the target audience for
digital marketing campaigns and this is a huge moat for our comprehensive digital
marketing offering going forward.
RateGain's unique data sets powered by Adara that process first-party data from over
300 brands and has access to 1.8 billion digital entities, allow marketing teams to
facilitate bidding on the right keywords, stay dates across meta channels and other
acquisition channels like connected-TV, and display advertising. We continue to drive
synergies and identify new opportunities in this space, as the reset of consumer behavior
opens the space for new players to emerge and challenge the existing way of running
digital marketing and that is where the opportunity for RateGain lies.
Building reliability with strategic investments in technology
We understand the need for building scale and as travel comes back after years of low
performance, the one thing they would need immediately is reliable, secure, and
high-performance infrastructure to elevate the customer experience. In line with this, we
have focused over the last year to augment our cloud and security capabilities by starting
our migration to AWS for our connectivity platform as well as acquiring leading
cyber-security solutions to build a unified and robust security architecture across
business lines.
Investing in talent to scale excellence
With our next goal to double revenues in three years, we are focusing on investing in
both internal talent, as well as attracting great talent to help us accelerate. Bringing
in great talent helps in creating an ecosystem of learning, upskilling, setting new
standards for excellence, and eventually driving performance. As we expand, we create new
opportunities for our existing employees and empower them with resources that can help
them learn and grow at RateGain.
A notable addition we have made to our leadership recently is Peter Strebel, a two-time
CEO of leading hotel chains and a hospitality industry veteran who has joined us as
President to lead our business in the Americas region. He possesses a deep understanding
of scaling commercial operations, and marketing teams and will be playing an instrumental
role in driving relationships and accelerating growth as we look to capture incremental
market share in the region.
Progress that drives prosperity
At RateGain, the sustainable growth of our business, individuals and the environment
that supports us is the core of everything we do. While we are looking at causes that
truly represent RateGain's values, we continue to support the creation of a more equitable
world through our partnerships with Little India Foundation, Aashray Society, and Khushi,
we are trying to bring about a change in the lives of underprivileged children by
supporting their education, development, and nutritional needs.
Closing remarks
On behalf of the Board and the team here at RateGain, I want to express my sincere
appreciation for your continued support and confidence in us.
As we navigate the evolving travel landscape, we remain steadfast in our commitment to
delivering excellence to our customers, leveraging our technological expertise for
innovation and exploring new growth opportunities. I am confident that our resilient
business model, talented team, and customer-centric approach will continue to drive
success. We seek your continued support, as we firmly believe our best is yet to come.
With warm regards,
Bhanu Chopra
Chairman and Managing Director
Rategain Travel Technologies Ltd
Directors Reports
Dear Members,
Your Directors take pleasure in presenting the Eleventh (11th) Annual Report
on the business and operations of the Company together with audited standalone and
consolidated financial statements and the Auditor's Report thereon for the financial year
ended March 31, 2023 (FY 2023').
Highlights of Financial Performance
A summary of the financial performance of the Company for the year under review is
detailed below:
(Rs. in million')
|
Standalone |
Consolidated |
Particulars | |
FY 2023 | |
FY2022 |
FY2023 | |
FY2022 |
Revenue from Operations |
1,132.76 |
727.44 |
5,651.28 |
3,665.91 |
Other Income |
218.83 |
308.97 |
199.32 |
165.22 |
Total Income |
1,351.59 |
1,036.41 |
5,850.60 |
3,831.13 |
Employee Benefit Expenses |
897.80 |
771.26 |
2,527.56 |
1,913.74 |
Financial Cost |
13.73 |
9.93 |
15.11 |
52.33 |
Depreciation and amortisation expenses |
32.80 |
37.33 |
358.14 |
300.64 |
Other Expenses |
324.06 |
179.80 |
2,277.21 |
1,446.62 |
Total Expenses |
1,268.39 |
998.32 |
5,178.02 |
3,713.33 |
Profit/(Loss) before exceptional items and tax |
83.20 |
38.09 |
672.58 |
117.80 |
Exceptional items |
- |
9.43 |
- |
9.43 |
Profit/(Loss) before tax |
83.20 |
28.66 |
672.58 |
108.37 |
Total Tax Expenses |
25.83 |
10.56 |
(11.43) |
24.18 |
Profit/(Loss) for the year |
57.37 |
18.10 |
684.01 |
84.19 |
Other Comprehensive Income/(loss) for the financial year |
(1.88) |
(0.43) |
123.76 |
(17.51) |
Total Comprehensive income/(loss) for the year |
55.49 |
17.67 |
807.77 |
66.68 |
Earnings per Equity Share (INR) - Face value of Rs. 1/- each |
|
|
|
|
Basic EPS |
0.53 |
0.18 |
6.33 |
0.84 |
Diluted EPS |
0.53 |
0.18 |
6.29 |
0.83 |
Note: The above figures are extracted from the standalone and consolidated financial
statements prepared in compliance with Indian Accounting Standards (IND AS). The Financial
Statements of the Company complied with all aspects of Indian Accounting Standards (IND
AS) notified under Section 133 of the Companies Act, 2013 (Act') read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and
other relevant provisions of the Act.
Review of Operations Performance on Consolidated Financials
During the year under review, your Company achieved a significant milestone with
consolidated revenue from operations reaching Rs. 5,651.28 million. This represents
a remarkable growth of Rs. 1,985.37 million compared to Rs. 3,665.91 million
of the previous financial year. Furthermore, the consolidated total income experienced a
substantial increase of around
Rs. 2,019.47 million, surging from Rs. 3,831.13 million in FY 2022 to Rs.
5,850.60 million in FY 2023.
In FY 2023, the consolidated EBITDA of your Company witnessed a substantial increase,
reaching Rs. 846.51 million. This marks a significant
improvement from the Rs. 305.55 million recorded in FY 2022. Furthermore, the
profit before tax (PBT) from ordinary activities, excluding exceptional items,
reached Rs. 672.58 million in FY 2023, compared to Rs. 117.80 million in FY
2022.
Performance on Standalone Financials
During the FY 2023, your Company achieved remarkable results in terms of revenue from
operations, with a significant increase to Rs. 1,132.76 million compared to Rs.
727.44 million in the previous year. This represents a substantial growth of ^405.32
million. Furthermore, the total income showed strong improvement, rising by approximately
Rs. 315.18 million from Rs. 1,036.41 million in FY 2022 to Rs. 1,351.59 million in FY
2023.
The standalone EBITDA has improved from Rs. (156.16) million in FY 2022 to Rs.
(89.1) million in FY 2023. Moreover, the Profit Before Tax (PBT) witnessed significant
growth, reaching Rs. 83.20 million in FY 2023, compared to Rs. 28.66 million
in FY 2022.
Dividend
The Board of Directors of your Company (the Board'), after considering
holistically the relevant circumstances and keeping in view the Company's Dividend
Distribution Policy, has decided not to recommend any Dividend for FY 2023. The Dividend
Distribution Policy of the Company can be accessed on the Company's website i.e. https://
investors.rategain.com.
Transfer to Reserves
The Company has not transferred any amount to general reserves during the financial
year. The closing balance of retained earnings for FY 2023, after all appropriations and
adjustments, was Rs. 975.58 million.
Material Changes and Commitments
As prescribed under Section 134(3) of the Act, there have been no material changes and
commitments affecting the financial position of your Company which occurred between the
end of the financial year of the Company and date of this report, except as disclosed
elsewhere in report:
in the nature of Company's Business, and
in the Company's Subsidiaries or in the nature of business carried out by them.
Subsidiaries, Joint Ventures or Associate Companies
As on March 31, 2023, the Company has Eight (8) Subsidiary Companies as mentioned
below:
1) RateGain Technologies Limited, UK (RateGain UK)a
2) RateGain Technologies Spain, S.L. (RateGain Spain)*
3) RateGain Technologies Inc., US (RateGain US)*
4) BCV Social LLC (BCV Social)*
5) Myhotelshop GmbH (Myhotelshop)*
6) Myhotelshop S.L. (Myhotelshop S.L.)*
7) RateGain Technologies LLC (RateGain UAE)*
8) RateGain Adara Inc. (RateGain Adara)*
* Wholly owned subsidiary of the Company
* Step-down subsidiaries of the Company
Development/Performance and Financial Position of each Subsidiary is mentioned below:
1. RateGain Technologies Limited, UK (RateGain UK), is a wholly owned subsidiary of
the Company, incorporated on December 5, 2014, under the laws of England and Wales.
RateGain UK specializes in the development and sales of Data-as-a-Service (DaaS),
Distribution, and Marketing Technology (Martech) products specifically designed for the
travel and hospitality sectors. Its target customers include hotels, online travel
agencies (OTAs), airlines, and car rental companies. During the fiscal year, RateGain UK
generated a total income of Rs. 1,648.01 million, reflecting significant growth
compared to the previous fiscal year's total income of Rs. 1,268.54 million.
Additionally, the net profit after taxation amounted to Rs. 83.40 million, a
notable increase from the previous year's net profit after taxation of Rs. 24.64
million.
These financial results highlight the subsidiary's success and profitability,
showcasing its strong performance within the travel and hospitality sectors. RateGain UK's
focus on developing and offering innovative DaaS, Distribution, and Martech products has
contributed to its financial growth and overall value as part of the Company's operations.
2. RateGain Technologies Spain, S.L. (RateGain Spain), is a wholly owned subsidiary
of RateGain UK. It was incorporated on December 4, 2015, and registered in the Barcelona
Commercial Registry on December 30, 2015, under the laws of Spain. RateGain Spain
primarily operates in the field of management consultancy activities and the development
of business activities in the area of information technology, offering Software as a
Service (SAAS) and travel technology solutions. During FY 2023, RateGain Spain recorded a
total income of Rs. 176.69 million, representing a significant increase compared to
the previous fiscal year's total income of Rs. 85.81 million. Additionally, the net
profit after taxation for FY 2023 amounted to Rs. 5.93 million, compared to Rs.
1.87 million in FY 2022.
3. RateGain Technologies Inc., US (RateGain US),
is a wholly owned subsidiary of RateGain UK. It was incorporated as a corporation under
the laws of the State of Delaware on April 8, 2015. RateGain US specializes in providing
various services, including Data as a Service (DaaS) and Distribution and Market
Technologies (Martech), to the travel and hospitality sector through a Software as a
Service (SaaS) platform. During the year under review, RateGain US achieved a total income
of Rs. 1,493.71 million, showcasing significant growth compared to the total income
of Rs. 1,172.57 million in FY 2022. Additionally, the net profit after taxation for
FY 2023 amounted to Rs. 519.90 million, a substantial increase from Rs.
268.90 million in FY 2022.
4. BCV Social LLC (BCV Social), is a wholly owned subsidiary of RateGain US. It was
incorporated as a limited liability company on May 2, 2013, and registered under the laws
of the State of Delaware, U.S.A. BCV Social specializes in providing Data as a Service
(DaaS), Distribution, and Market Technologies (Martech) services to the travel and
hospitality sector through a Software as a Service (SaaS) platform. During the fiscal year
under review, BCV Social recorded a total income of Rs. 803.60 million, reflecting
growth compared to the previous fiscal year's total income of Rs. 768.48 million.
However, it reported a loss after taxation of Rs. (150.22) million, indicating a
decrease compared to the loss of Rs. (223.18) million in the previous fiscal year.
5. Myhotelshop GmbH (Myhotelshop), is a
wholly owned subsidiary of RateGain UK. It was incorporated as a Limited Liability
Company on June 30, 2012, under the laws of Germany. RateGain acquired Myhotelshop in
September 2021. Myhotelshop specializes in providing a reporting, bid management, and
campaign intelligence platform for metasearch publishers and other travel products. This
platform enables hotel suppliers, online travel agencies (OTAs), and agency clients to
reach more customers and achieve higher returns. By complementing our Martech and
Distribution businesses, Myhotelshop plays a crucial role in driving direct bookings for
hotels through Google, TripAdvisor, and metasearch platforms. Myhotelshop is engaged in
the development and marketing of systems and software programs, as well as the operation
of online market places primarily for the travel sector, in accordance with the applicable
rules and regulations outlined in its constitutional documents.
During the fiscal year, Myhotelshop generated a total income of Rs. 1,077.95
million, indicating substantial growth compared to the previous fiscal year's total income
of Rs. 436.58 million.
Additionally, the net profit after taxation for the year amounted to Rs. 88.31
million, compared to Rs. 22.16 million in FY 2022.
6. Myhotelshop S.L. (Myhotelshop S.L.), is a
wholly owned subsidiary of Myhotelshop. It was incorporated on May 23, 2016, under the
laws of Spain. Myhotelshop S.L. is an information technology company primarily engaged in
the development of marketing software and the provision of consulting services for hotels.
However, as Myhotelshop S.L. is in the process of winding-up, during FY 2023, Myhotelshop
S.L. did not generate any total income while during the FY 2022 the total income stood
at Rs. 12.30 million and net profit after taxation at Rs. 0.43 million.
7. RateGain Technologies LLC, UAE (RateGain UAE), is a wholly owned subsidiary of
RateGain UK. It was incorporated as a Limited Liability Company on November 28, 2022,
under the laws of UAE. RateGain UAE is primarily engaged in data processing, hosting, and
related activities, including the operation and management of web portals and websites
that utilize search engines to generate and maintain extensive databases of internet
addresses and content in an easily searchable format. Considering, that it is a newly
incorporated entity, RateGain UAE did not generate any income during the year under
review.
8. RateGain Adara Inc., US (RateGain Adara),
is a wholly owned subsidiary of RateGain Technologies Inc. (US). It was incorporated as
a limited liability Company on December 14, 2022, under the laws of the State of Delaware,
U.S.A. RateGain Adara is a data-driven marketing company focused on travel and hospitality
industries. They offer data insights, audience segmentation, and advertising solutions to
help travel brands make informed decisions and reach their target audience. Additionally,
the Company assists in customer engagement throughout the travel journey and optimizes
loyalty programs to foster customer retention. During the year under review, RateGain
Adara reported a total income of Rs. 535.27 million. However, it also reported a
profit after taxation of Rs. 105.99 million during that period.
Investments by the Company:
Our dedicated Mergers & Acquisitions (M&A) department consistently evaluates
potential merger and acquisition opportunities based on strategic alignment, capabilities
enhancement, and geographic expansion. Candidates undergo a comprehensive assessment
process, considering cultural values, technological expertise, industry focus,
partnerships, geographical advantages,
offshore presence, and consulting capabilities. The aim is to identify candidates
closely aligned with strategic goals for positive contributions to overall growth and
success.
Consequently, on January 02, 2023, RateGain Adara executed an Asset Purchase Agreement
to acquire a significant portion of Adara Inc., USA's assets. This strategic acquisition
aligns with the Company's goals of enhancing its Revmax platform, expanding data
capabilities, and reinforcing its position in the travel industry. By ethically sourcing
and securing proper permissions for travel intent data, the Company gains one of the
world's largest and most comprehensive data sources, influencing every aspect of
travelers' journeys. Furthermore, it deepens access to marketing and commercial leadership
in large enterprises and opens doors to expansion into adjacent travel segments, such as
Destination Marketing Organizations (DMOs) and large airlines.
Pursuant to the provisions of Section 129(3) of the Act and Ind - AS 110 issued by the
Institute of Chartered Accountants of India, the Consolidated Financial Statements of the
Company includes the financial statements of its subsidiaries, and forms an integral part
of this Annual Report. Statement containing the salient features of the financial
statements and performance of the Subsidiaries is provided in Form AOC-1 which is attached
as Annexure - 1' to this report.
In terms of provisions of Section 136 of the Act separate audited accounts of the
Subsidiary Companies shall be available on the website of the Company at
https://investors.rategain.com. As the Company does not have any Associates or Joint
Ventures, no information in this regard is required to be furnished.
As on March 31, 2023, there are Five (5) material subsidiaries of the Company RateGain
UK, RateGain US, BCV Social, RateGain Adara and Myhotelshop. The Policy for determining
material subsidiaries
is available on the Company's website at https:// investors.rategain.com.
Public Deposits
Your Company has not accepted any deposits from the public, during the financial year,
within the meaning of Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public
was outstanding at the beginning and end of FY 2023.
Directors and Key Managerial Personnel Board Diversity
The Company acknowledges and values the significance of a diverse Board in driving its
success. We firmly believe that a Board comprising individuals with diverse backgrounds,
perspectives, expertise, and experiences can leverage their unique insights to maintain
our competitive edge. The Company recognizes the importance of differences in thought,
knowledge, skill, regional and industry experience, cultural and geographical background,
age, ethnicity, and gender.
Our Board consists of esteemed professionals who bring expertise in various areas
including Global Business, Mergers & Acquisitions, Transaction Advisory, Risk
Management, Finance, Corporate Laws, Governance, Technology Solutions, Enterprise
Management, People Management, and Leadership skills. We have also ensured that at least
one-third of the Board comprises Women Directors, including an Independent Woman Director.
The Board Diversity Policy of the Company outlines our commitment and approach to
fostering diversity within the Board. This policy can be accessed on the Company's website
at https://investors.rategain.com.
By promoting diversity within the Board, we aim to enhance decision-making processes
and foster a culture of inclusivity, ultimately contributing to the overall growth and
success of the Company
Details of Directors and Key Managerial Personnel (KMP')
S. No. |
Name of Director/KMP |
Designation |
Date of Initial Appointment |
1. |
Mr. Bhanu Chopra |
Chairman & Managing Director |
November 16, 2012 |
2. |
Ms. Megha Chopra |
Executive Director |
November 16, 2012 |
3. |
Ms. Aditi Gupta |
Independent Director |
July 15, 2021 |
4. |
Mr. EC Rajakumar Konduru |
Independent Director |
July 15, 2021 |
5. |
Mr. Girish Paman Vanvari |
Independent Director |
June 29, 2021 |
6. |
Mr. Nishant Kanuru Rao |
Nominee Director |
November 2, 2020 |
7. |
Mr. Tanmaya Das |
Chief Financial Officer |
June 29, 2021 |
8. |
Mr. Thomas P. Joshua |
Company Secretary |
February 12, 2022 |
Mr. Bhanu Chopra, Chairman & Managing Director, Mr. Tanmaya Das, Chief Financial
Officer and Mr. Thomas P. Joshua, Company Secretary, are the Key Managerial Personnel
(KMP') of your Company in accordance with the provisions of Sections 2(51) and 203
of the Act read with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being
in force). During the year, there was no change (appointment or cessation) in the office
of KMP's of the Company.
Pursuant to Section 152 and other applicable provisions of the Act, read with the
Articles of Association of the Company, one-third of the Directors who are liable to
retire by rotation, shall retire at every Annual General Meeting (AGM') and if
eligible, may offer themselves for re-appointment. Accordingly, one of the Directors,
other than an Independent Director, would be liable to retire by rotation at the ensuing
AGM.
Brief details of Director proposed to be appointed/ re-appointed as required under
Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations') and Secretarial
Standard - 2 would be provided in the Notice of the Annual General Meeting.
None of the Directors of the Company have resigned from the office of Director of the
Company during the year.
Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the
Company have submitted declarations that they meet the criteria of independence as
provided under Section 149(6) of the Act read along with Rules framed thereunder and
Regulation 16(1)(b) and 25(8) of Listing Regulations and are not disqualified from
continuing as an Independent Directors of the Company.
The Independent Directors have also confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence. Based on the disclosures received, the Board
is of the opinion that, all the Independent Directors fulfil the conditions specified in
the Act and Listing Regulations and are independent of the management.
Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, all Independent Directors of
the Company have registered themselves with the Indian Institute of Corporate Affairs
(IICA').
Familiarization Programme for Independent Directors
The Company places a strong emphasis on equipping its Independent Directors with a
comprehensive understanding of their roles, rights, and responsibilities within the
organization. Additionally, these directors are regularly educated about the industry
landscape, the company's business model, and related matters through ongoing programs
conducted at intervals. This commitment to continuous familiarization ensures that
Independent Directors are well-prepared to provide informed insights and contribute
effectively to the company's strategic direction and governance processes.
As an integral component of the company's continuous familiarization approach,
Independent Directors receive comprehensive briefings from the Managing Director and the
Chief Financial Officer. These briefings take place during or after quarterly Board
Meetings and encompass a wide spectrum of topics. Independent Directors are provided with
insights into the Company's operational landscape, the prevailing market conditions,
governance practices, internal control mechanisms, and pertinent aspects of strategy.
Furthermore, they are kept informed about significant advancements and novel initiatives
undertaken by the company. This proactive approach ensures that Independent Directors are
well-equipped to contribute judiciously to the Company's decision-making processes and
corporate governance endeavours.
The details pertaining to Familiarization Programme for Independent Directors, have
been incorporated in Corporate Governance Report' that forms part of this Report.
Independent Directors Meeting
In compliance with Section 149(8) and Schedule IV of the Act, along with Regulation 25
of the Listing Regulations, an exclusive meeting of the Independent Directors was held on
March 30, 2023. This meeting was conducted separately, without the presence of
Non-Independent Directors and members of the management. The Corporate Governance Report,
included as an integral part of this Report, provides detailed information on the
evaluation process of the Board, its Committees, and individual Directors.
Board Evaluation
In compliance with the relevant provisions of the Act and the Listing Regulations, the
Board, in collaboration with the Nomination and Remuneration Committee, has established a
comprehensive
framework outlining the criteria for evaluating the performance of the entire Board,
its Committees, and individual Directors, including Independent Directors. The annual
performance evaluation of the Board, Committees, and each Director has been conducted in
accordance with this framework. Further information regarding the evaluation process of
the Board, its Committees, and individual Directors, including Independent Directors, can
be found in the Corporate Governance Report,Rs. which is an essential component of
this Report.
Directors' Responsibility Statement
Pursuant to Section 134 of the Act, your Directors, to the best of their knowledge and
belief and according to the information and explanations obtained by them, confirm that:
a) in the preparation of annual accounts, the applicable accounting standards have been
followed, along with proper explanation relating to material departures, wherever
applicable;
b) the Directors had 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 as on March 31, 2023 and of the profit
and loss of the Company for the period ended on that date;
c) the Directors had taken proper and sufficient care for maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Number of Meetings of the Board of Directors
The Board of Directors of the Company met six (6) times during the year under review.
The details of these Board Meetings are provided in the Corporate Governance section
forming part of the Annual Report. The necessary quorum was present for all the
meetings. The maximum interval between any two meetings did not exceed 120 days.
Nomination and Remuneration Policy
The Company has formulated and adopted the Nomination and Remuneration Policy in
accordance with the provisions of Act read with the Rules made thereunder and the Listing
Regulations.
The Policy lays down the criteria for determining the qualifications, positive
attributes and independence for Directors and to provide guidelines for the appointment
and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of
the Company.
The objective of the Policy is to ensure that:
the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate Directors of the quality required to run the Company
successfully;
relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
remuneration to Directors, Key Managerial Personnel and Senior Management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the Company and its goals.
The policy inter-alia lays down the following:
Role of the Nomination and Remuneration Committee
Appointment and removal of Director, Key Managerial Personnel and Senior
Management
? Appointment
? Term / Tenure
? Evaluation
? Removal
? Retirement
Remuneration to Directors/KMP/Senior Management Personnel
? Remuneration to Managing Director/ Whole-Time Directors
? Remuneration to Non-Executive/ Independent Directors
? Remuneration to Key Managerial Personnel and Senior Management
The Nomination and Remuneration Policy can be accessed on the Company's website at
https:// investors.rateaain.com.
Share Capital Authorized Share Capital
During the fiscal year 2023, there were no changes made to the Authorized Share Capital
of the Company. As on March 31, 2023, the Authorized Share Capital stands at Rs.
150,000,000 (Rupees Fifteen Crore), which consists of the following:
147,000,000 Equity Shares of Rs. 1/- each.
300,000 Preference Shares of Rs. 10/- each.
Allotment of Shares pursuant to ESOPs
The Company has issued and allotted 1,006,940 Equity Shares of the Company pursuant to
exercise of Employee Stock Options on May 27, 2022, June 09, 2022, July 04, 2022,
September 10, 2022, October 03, 2022, November 25, 2022, December 02, 2022, January 06,
2023, March 09, 2023 under RateGain Employee Stock Option Scheme, 2015 and RateGain
Employee Stock Option Scheme, 2018.
Summary of the Issued, Subscribed, and Paid- up Share Capital:
As on April 01, 2022: 107,310,252 equity shares
of Rs. 1/- each.
As on March 31, 2023: 108,317,192 equity shares
of Rs. 1/- each.
Utilization of IPO Proceeds
Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and
the applicable sections of the Companies Act, 2013, the Company successfully completed its
Initial Public Offer (IPO) of 31,441,282 Equity Shares of Rs. 1/- each at an issue
price of Rs. 425/- per Equity Share on December 17, 2021. The issue comprised of a
Fresh Issue of 8,835,752 Equity Shares of Rs. 1/- each amounting to Rs.
3750.08 million (including 129,870 Equity Shares at an issue price of Rs. 385/- per
Equity Share issued under Employee Reservation Portion) and Offer for Sale (OFS) of
22,605,530 Equity Shares of Rs. 1/- each by the promoter/promoter group and
investor selling shareholders amounting to Rs. 9,607.35 million.
The proceeds of funds raised under Fresh Issue during the IPO of the Company are/would
be utilised as per the objects of the issue. The details of the utilisation is given
below:
(Rs. in million')
Particulars |
Amount |
Gross Proceeds of the Fresh Issue |
3750.08 |
Less: Offer Expenses in relation to the Fresh Issue |
182.90 |
Net Proceeds |
3567.18 |
Amount utilised as per the objects of the issue* |
2937.49 |
Balance Amount (Pending Utilisation) |
629.69 |
*As per the prospectus dated December 10, 2021, the original object was Purchase
of certain capital equipment for our Data Center'. During the quarter ended December 31,
2022. The company has changed its object through a special resolution by way of postal
ballot on November 19, 2022, as per which the new object is utilisation of funds towards
Migration and usage of our services from selfmanaged Data Center to Amazon Web
Services Cloud'.
Listing of Shares
The Equity Shares of the Company are listed on BSE Ltd. (BSE') and National Stock
Exchange of India Ltd. (NSE') with effect from December 17, 2021. The annual listing
fees for FY 2024 has been paid to both the Stock Exchanges i.e., BSE and NSE.
Name of Stock Exchange and Stock Code/Symbol |
Address and Contact Details |
National Stock |
Exchange Plaza, C-1, Block G, |
Exchange of India |
Bandra Kurla Complex, |
Ltd. (NSE) |
Bandra (East), |
Stock Code/ |
Mumbai - 400051 |
Symbol: RateGain |
Tel: +91 22 26598100-14; Fax: +91 22 26598120 |
BSE Limited (BSE) |
Phiroze Jeejeebhoy Towers, |
Stock Code/ |
Dalal Street, |
Symbol: 543417 |
Mumbai - 400001 Tel: +91 22 22721233/34;
Fax: +91 22 22721919 |
Committees of the Board
The Company has established several committees in line with best corporate governance
practices and to ensure compliance with the relevant provisions of applicable laws and
statutes. These committees play a vital role in overseeing various aspects of the
Company's operations and decision-making processes.
The Committees and their Composition are as follows:
Name of the Committee |
Mr. Bhanu Chopra |
Ms. Megha Chopra |
Mr. EC Rajakumar Konduru |
Mr. Girish Paman Vanvari |
Ms. Aditi Gupta |
Mr. Nishant Kanuru Rao |
Mr. Tanmaya Das |
Audit |
- |
- |
Member |
Chairperson |
Member |
- |
- |
Nomination and Remuneration |
- |
- |
- |
Chairperson |
Member |
Member |
- |
Stakeholders' Relationship |
Member |
- |
Member |
- |
Chairperson |
- |
- |
Corporate Social Responsibility |
Chairperson |
Member" |
- |
- |
Member |
Member |
- |
Risk Management |
Member* |
- |
Member |
Chairperson* |
- |
- |
Member* |
A
Ms. Megha Chopra has been appointed as a member in the Corporate Social
Responsibility Committee w.e.f. November 07, 2022.
*Mr. Girish Paman Vanvari, Independent Director of the Company, has been appointed as
the Chairman of Risk Management Committee in place of Mr. Bhanu Chopra and Mr. Tanmaya
Das, Chief Financial Officer of the Company, has been inducted as a member w.e.f. February
10, 2023.
More details on the composition of the Board and its Committees, including terms of
reference, is provided in the Corporate Governance Report'. The recommendations made
by the Statutory Committees during the year, including those by the Audit Committee, were
accepted by the Board of Directors of the Company.
Corporate Social Responsibility (CSR')
As a responsible corporate citizen, our Company plays a vital role in the nation's
sustainable and inclusive growth. Our CSR initiatives focus on eradicating hunger,
poverty, and malnutrition; promoting healthcare facilities; empowering underprivileged
communities through education and gender equality; and ensuring environmental
sustainability.
The Board of Directors of the Company, at its meeting held on November 07, 2022, has
re-constituted Corporate Social Responsibility Committee (CSR Committee') in
accordance with the provisions of the Act and the Committee presently consists of four (4)
Directors.
In compliance with Section 135 of the Act, along with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 (CSR Rules'), the Company has devised a CSR
Policy, accessible on the Company's website at https://investors.rategain.com. This CSR
Policy reflects the Company's values and commitment to social responsibility. It provides
a framework and guidelines for implementing impactful programs that contribute to the
welfare and sustainable development of the community.
The Annual Report on CSR Activities undertaken by the Company during the year under
review, in accordance with the Companies (Corporate Social responsibility) Rules, 2014 is
attached as Annexure - 2' to this Report.
Management Discussion and Analysis
Management's Discussion and Analysis Report for the year under review, as stipulated
under the Listing Regulations, is presented in a separate section, forming a part of the
Annual Report.
Corporate Governance Report
Your Company always places a major emphasis on managing its affairs with diligence,
transparency, responsibility and accountability. The Company continues to focus on
building trust with shareholders, employees, customers, suppliers and other stakeholders
based on the principles of good corporate governance viz. integrity, equity, transparency,
fairness, sound disclosure practices, accountability and commitment to values.
In compliance with Regulation 34 of the Listing Regulations, a separate report on
Corporate Governance along with a certificate from the Practicing Company Secretaries
conforming compliance to the conditions of Corporate Governance as stipulated under
Regulation 34(3) of the Listing Regulations, is also annexed to the Corporate
Governance Report' which forms part of this Report as Annexure - 3'.
Vigil Mechanism / Whistle Blower Policy
The Company has established a robust Vigil Mechanism and implemented a Whistle Blower
Policy, in accordance with the provisions of the Act and Listing Regulations. This policy
provides a formal channel for Directors, Employees, and Stakeholders to report concerns
related to unethical behavior, suspected fraud, or violations of the Company's Code of
Conduct. The Policy ensures adequate safeguards against victimization of employees who use
this mechanism and allows direct access to the Chairman of the Audit Committee. Notably,
no employee has been denied access to the Chairman of the Audit Committee as per the
Company's policy.
During the year under review, the Company has not received any concerns or reports from
any whistle-blower. The Whistle Blower Policy, along with other policies, is available on
the Company's Intranet for easy access by Employees. It can also be accessed on the
Company's website at https:// investors.rategain.com.
Internal Financial Controls
Your Company has implemented effective Internal Control Systems to ensure seamless
business operations. These systems are reinforced by an extensive internal audit program
conducted by an independent agency. Regular reviews and adaptations of processes and
systems accommodate changing regulations and the business landscape. These Control Systems
reasonably ensure accurate transaction recording and safeguarding of Company assets
against misuse or loss.
The current Internal Control Systems are regularly assessed and enhanced to align with
evolving business conditions. Both Statutory Auditors and Internal Auditors periodically
evaluate the adequacy, effectiveness, and ongoing functionality of these systems. This
assessment encompasses Internal Control Systems, Policies, and Procedures, ensuring they
effectively manage and mitigate risks.
Risk Management
The Company has in place, an effective risk management framework, which is governed at
the highest level by the Board. The Risk Management Policy identifies elements of risk, if
any, which in the opinion of the Board may threaten the existence of the Company.
The Audit Committee and the Board periodically review the risks involved, from time to
time, and take appropriate measures to minimise the same.
The Board of Directors of the Company has duly constituted the Risk Management
Committee (RMC')
which assists the Board in monitoring and reviewing the risk management plan,
implementation of the risk management framework of the Company and such other functions as
Board may deem fit. The Risk Management Committee met three (3) times during the year i.e.
on August 01, 2022, January 27, 2023 and February 10, 2023.
Particulars of Loans, Guarantees and Investments
Particulars of Loans, Guarantees & Investments made during the financial year under
the provisions of Section 186 of the Act, have been disclosed in Note 39 to the Standalone
Financial Statements forming an integral part of the Annual Report.
The Company has invested the surplus funds available in the units of mutual funds,
tax-free bonds, commercial papers and debt securities, the details of which are provided
in the standalone financial statement forming an integral part of the Annual Report.
Particulars of Contracts or Arrangements with Related Parties
With reference to Section 134(3)(h) of the Act, all the contracts, arrangements and
transactions with the related parties as entered by the Company during the financial year
under review were on arm's length basis and in the ordinary course of business.
The particulars of contracts or arrangements with related parties referred to in
Section 188(1) of the Act, in Form AOC-2 of the rules prescribed under Chapter IX relating
to Accounts of Companies under the Act, is attached as Annexure - 4' to this
Report.
The statement showing the disclosure of transactions with related parties, such as
payment of Directors' remuneration in compliance with applicable Ind AS, the details of
the same are provided in Note 39 of the Standalone Financial Statement forming integral
part of the Annual Report. All related party transactions were placed before the Audit
Committee and the Board for their approval.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board can be accessed at the Company's website at
https://investors.rategain.com.
Particulars of Employees
Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
a) Ratio of the remuneration of each Director to the Median Remuneration of the
Employee's
(MRE') and other details pursuant to Section 197 (12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The aforesaid disclosure is attached herewith as Annexure - 5' to this
report.
b) Detail of every employee of the Company as required pursuant to Rule 5(2) and Rule
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The aforesaid disclosure is attached herewith as Annexure - 6' to this
report.
c) No Director of the Company, including its Managing Director and/or Whole Time
Director, is in receipt of any commission from the Company or its Subsidiary Company.
AUDITORS Statutory Auditors
The Statutory Auditors of the Company M/s. Walker Chandiok & Co. LLP, Chartered
Accountants, (Firm Registration No: 001076N/N500013) were initially appointed as Statutory
Auditors of the Company at the AGM of the Company held on September 30, 2014 and then
re-appointed at the AGM of the Company held on September 30, 2019, for further period of
five (5) consecutive years i.e. to hold office from the conclusion of the 7th
AGM till the conclusion of 12th AGM of the Company to be held for the FY 2023-24.
The Auditors' Report does not contain any qualification, reservation, or adverse remark
on the financial statements for the financial year ended March 31, 2023. The Notes on
financial statements referred to in the Auditors' Report are self-explanatory and do not
call for any further comments.
Internal Auditors
Deloitte Touche Tohmatsu India LLP, who were appointed as an Internal Auditors of the
Company for FY 2023 to FY 2025, have conducted the internal audits periodically and shared
their reports and findings with the Audit Committee including significant observations, if
any, and follow-up actions thereon from time to time. The Audit Committee reviews the
adequacy and effectiveness of the Company's internal control environment and monitors the
implementation of audit recommendations including those relating to strengthening the
Company's risk management policies and systems. This ensures a proactive approach to risk
management and compliance within the organization.
Secretarial Auditors
M/s. Kumar G & Co., Practicing Company Secretaries, were appointed to conduct the
Secretarial Audit of the Company for FY 2023, as mandated by Section 204 of the Act and
related Rules. The Secretarial Audit Report for FY 2023 is attached as Annexure -
7' to this Report. The Secretarial Audit Report is self-explanatory and does not
include any qualification, reservation, or adverse remark. This indicates that the
Company's secretarial practices and compliance are in good order and meet the required
standards.
Cost Audit
The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to
your Company.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its officers or employees, to
the Audit Committee under Section 143(12) of the Act, details of which needs to be
mentioned in this Report.
Extracts of Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Act, the Company has placed a
copy of the Annual Return as on March 31, 2023, on its website at
https://investors.rategain.com.
Prevention of Sexual Harassment
Your Company is firmly dedicated to upholding and preserving the dignity of women
employees and has a zero-tolerance policy towards any form of sexual harassment at the
workplace. To address such concerns, an Internal Complaints Committee (ICC) has been
established in accordance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013 (POSH Act). The committee was last re-constituted on
August 01, 2022, and is responsible for handling complaints related to sexual harassment.
The ICC is composed of five (5) members, with three (3) of them being women, ensuring a
fair and balanced representation in addressing such issues. This reinforces the Company's
commitment to creating a safe and respectful working environment for all its employees.
The Company has implemented a comprehensive Policy for Prevention of Sexual Harassment
of Women at Workplace. To ensure awareness and understanding of this policy, regular
sessions were conducted to educate employees on the subject matter. This policy covers all
employees, irrespective of their position or contractual status, including permanent,
short-term contract, visitors, and casual
employees. During the year under review, the Internal Complaint Committee did not
receive any complaint related to sexual harassment. This reflects the effectiveness of the
policy and the commitment of the Company to providing a safe and respectful working
environment for all its employees.
Business Responsibility and Sustainability Report
As per the Listing Regulations, the top 1000 listed companies by market capitalization
are required to include a Business Responsibility and Sustainability Report (BRSR) as part
of their Annual Report. This report should outline the initiatives undertaken by the
Company from an Environmental, Social, and Governance (ESC) perspective. The format and
specific guidelines for preparing the BRSR are specified by the Securities and Exchange
Board of India (SEBI). This requirement aims to encourage greater transparency and
accountability in corporate practices concerning sustainability and responsible business
conduct.
In terms of aforesaid Regulations, a separate section on Business Responsibility
and Sustainability Report' forming an integral part of this Annual Report and is given in Annexure
- 8'.
Employees Stock Options
Your Company has always believed in motivating employees and rewarding them for their
continuous hard work, dedication and support, which has led the Company on the growth
path. In view of the above, the Company has three share based employee benefit Schemes
namely, RateCain Employee Stock Option Scheme, 2015 (ESOP Scheme 2015'), RateCain
Employee Stock Option Scheme, 2018 (ESOP Scheme 2018') and RateCain Stock
Appreciations Rights Scheme, 2022 (SAR Scheme, 2022') which complies with the
requirements of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
During the year under review the Company has not granted ESOPs under the ESOP Scheme, 2015
and ESOP Scheme, 2018. While, 1,996,600 SARs were granted during the year under the
approved SAR Scheme, 2022.
The details of the ESOP Scheme, 2015, ESOP Scheme, 2018 and the SAR Scheme, 2022,
including terms of reference, and the requirement specified under Regulation 14 of the
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on
the Investor Section of the Company's website, at https://investors.rategain.com.
The details of the ESOP Scheme, 2015, ESOP Scheme, 2018 and the SAR Scheme, 2022, also
forms part of the Notes to Accounts of the Financial Statements in this Annual Report.
The Secretarial Auditor's certificate on the implementation of share-based schemes in
accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
will be made available at the ACM.
Nomination and Remuneration Committee is authorised to administer the ESOP Scheme,
2015, ESOP Scheme, 2018 and the SAR Scheme, 2022 and is entitled to determine the terms of
the Stock Options/SARs at the time of their grant.
Disclosure of Orders Passed by Regulators or Courts or Tribunals
No significant material orders have been passed by any Regulators/Courts/Tribunals,
which has been received by the Company, having impact on the going concern status and the
Company's operation in future.
Transfer to Investor Education and Protection Fund
The Company does not have any unpaid / unclaimed amount which is required to be
transferred, under the provisions of the Act into the Investor Education and Protection
Fund (IEPF') of the Covernment of India.
Disclosure Under Section 43(A)(ii) and Section 54(1)(d) of the Companies Act, 2013
During the financial year under review, the Company did not issue any shares with
differential voting rights or sweat equity shares. As a result, there is no information
that needs to be disclosed in accordance with Section 43(a)(ii) and Section 54(1)(d) of
the Act, along with the applicable rules.
Secretarial Standards of ICSI
During the year under review, your Company has duly complied with all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
Insolvency and Bankruptcy Code, 2016
During the year, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016), hence the requirement to disclose the
details of application
made or proceeding pending at the end of financial year is not applicable.
Details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the banks or financial
institutions along with the reasons thereof
The Company has not made any one-time settlement, therefore, the above disclosure is
not applicable.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, is attached herewith as Annexure - 9' to
this Report.
Certifications
In our commitment to maintain a strong cybersecurity stance, our team has stayed
updated on emerging cybersecurity events worldwide to ensure higher compliance and ongoing
sustainability. We have successfully maintained certification against the Payment Card
Industry Data Security Standard (PCI DSS) Version 3.2.1,
demonstrating our dedication to data security. Moreover, we have assessed our readiness
in alignment with the General Data Protection Regulation (GDPR) framework. Throughout the
year, we have diligently focused on training and reskilling our cybersecurity personnel,
while also implementing various initiatives to enhance our cybersecurity processes and
technologies. To safeguard our valuable information assets and align with our business
objectives, we have established comprehensive policies and procedures such as
Information Security Policies' and Risk Management Procedures'.
Acknowledgement
The Board would like to express their heartfelt gratitude for the invaluable
contributions made by the employees. It is through their unwavering hard work, dedication,
competence, and cooperation that your Company has achieved remarkable success. The Board
also extends its sincere appreciation to its shareholders, investors, business associates,
customers, vendors, bankers, regulatory authorities, and government authorities for their
consistent cooperation and assistance. Their unwavering support has been instrumental in
driving the Company's progress and growth. The Directors recognize and acknowledge the
collaborative efforts and extend their gratitude to all stakeholders who have played a
crucial role in the Company's achievements.
On behalf of the Board For RateGain Travel Technologies Limited
(formerly known as RateGain Travel Technologies Private Limited)
|
Bhanu Chopra |
Megha Chopra |
Date: May 19, 2023 |
(Chairman & Managing Director) |
(Director) |
Place: Noida |
DIN: 01037173 |
DIN: 02078421 |
RateGain
Annexure - 1
Form AOC - 1
(Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013
read with Rule 5 of Companies (Accounts) Rules, 2014)
78