Dear Members of Route Mobile,
Your Directors are pleased to present the Nineteenth Annual Report of
Route Mobile Limited (Company'/RML'/Route Mobile') along
with the audited financial statements (consolidated as well as standalone) for the
financial year ended March 31, 2023. This Board's Report is prepared based on the
standalone financial statements of the Company for the year under review and also present
the key highlights of performance of subsidiaries, and their contribution to the overall
performance of the Company during the year under review.
1. Corporate Overview
Route Mobile provides real-time connected customer experiences with its
advanced Customer Experience Platform as a Service (CXPaaS), globally. Our range of
enterprise communication services include smart solutions in A2P Messaging, Voice, Email,
and SMS Filtering, Analytics & Monetisation. Founded in 2004, Route Mobile is a
publicly listed company and among the leading Cloud Communications
Platform service provider offering Communication Platform as a Service
(CPaaS) solutions. We deliver an entire communication product stack, based on a CPaaS
principles, infusing Conversational AI across a broad range of industries including social
media companies, banks and financial institutions, e-commerce entities, and travel
aggregators. Route Mobile is headquartered in Mumbai, India with a global presence spread
across Asia Pacific, Middle East, Africa, Europe, and the Americas. The Company is listed
on the Indian bourses BSE Limited (BSE Scrip Code: 543228) & National Stock
Exchange of India Limited (NSE Symbol: ROUTE). The Company by close of this
financial year ranks among the top 500 listed companies in India. (Rank 355 as on March
31, 2023. Source: NSE).
2. State of the Affairs of the Company
The performance of our omni-channel communication & other
businesses are detailed out in the Management Discussion and Analysis Report, which forms
part of the Annual Report.
3. Financial Summary
(H in crore except per equity share data)
Particulars |
For the
financial year ended March 31, 2023 |
For the
financial year ended March 31, 2022 |
|
Consolidated |
Standalone |
Consolidated |
Standalone |
Total Income |
3,608.63 |
631.02 |
2,022.09 |
374.02 |
EBITDA (Non-GAAP) |
456.56 |
49.33 |
257.63 |
23.99 |
Profit before Tax |
381.50 |
109.83 |
195.22 |
33.42 |
(Current Tax) |
60.53 |
22.47 |
30.71 |
8.24 |
Deferred Tax Charge/(Credit) |
(12.14) |
(2.47) |
(5.57) |
(2.58) |
Profit for the Year |
333.11 |
89.83 |
170.08 |
27.76 |
Total other Comprehensive Income (net of
tax) |
9.17 |
0.16 |
1.25 |
(0.57) |
Total Comprehensive Income for the Year |
342.28 |
89.99 |
171.33 |
27.19 |
Earnings per share (EPS) |
|
|
|
Basic |
52.29 |
14.36 |
27.82 |
4.65 |
Diluted |
52.29* |
14.36* |
27.82* |
4.65* |
* Anti - Diluted
4. Business Overview, Company's Performance and Note on Financial and
Operations
Founded in 2004 and listed in 2020, Route Mobile is a publicly listed
company and among the leading Cloud Communications Platform service provider offering
Communication Platform as a Service (CPaaS) solutions. We cater to enterprises, over-the-
top (OTT) players, and mobile network operators (MNO) and our portfolio comprises
solutions in
messaging, voice, email, SMS filtering, analytics, and monetisation.
New Product launches & service Offerings: TruSense (https://trusense.id)
TruSense is a digital identity and security suite that is critical to
securing digital transactions through a reliable ecosystem, enabling businesses
to authenticate the end user in a frictionless way. TruSense will
function as a dedicated Strategic Business Unit (SBU) under Route Mobile (UK) Ltd. with
its own product management and engineering development teams. The focus is on building
world-class products using expertise and technology from Route Mobile and Masivian
S.A.S.a wholly-owned subsidiary of Route Mobile (UK) Ltd. Digital identity,
authentication and fraud detection as a service is relevant to several industry
sectorssuch as financial services, e-commerce, retail, and healthcarethat rely
on peer-to-peer mobile payments, online banking, digital wallets, and online
registrations. Route Mobile envisions a secure ecosystem where the digital economy relies
on global risk scoring, authentication, and identity verification for improved customer
experiences.
RCS Business Messaging (RBM)
RBM is a communication protocol between telecom operators, OEMs, and
messaging partners for A2P Rich Messaging. It's an upgrade from an SMS with rich
media for enterprises to send videos, audios, images, GIFs, map locations, and create
engaging & rewarding campaigns. RCS Business Messaging is the perfect amalgamation of
the traditional SMS communication channel and visually rich message format to deliver
engaging customer experiences. RCS business messaging provides the opportunity for brands
to build trust and create engaging customer experiences.
WhatsApp Business API
Route Mobile's WhatsApp Business Solution (WBS) helps to
seamlessly improve communication with customers on a global level. With the WhatsApp
Business API, one can drive its customer engagement and reach a massive
audience like never before! Now one can effortlessly migrate its Enterprise WhatsApp
Business account to the Route Mobile platform to give the best customer experience which
they deserve. With the WhatsApp Business Solution, an enterprise can easily manage all its
leads, respond to its existing customers effectively, and drive conversations to generate
greater revenue for its business.
Roubot (pronounced Roo-bot')
Route Mobile launched Roubot, a customisable Artificial Intelligence
("AI")/Machine Learning ("ML")- based chatbot solution that connects
businesses to its customers to drive conversations, facilitate lead generation, sales and
timely issue resolution. The chatbot can be created by businesses without writing any code
and integrated across popular channels of communication, CRM systems and payment gateways.
Businesses can design their own chatbot with Roubot's "Flow Builder", one
of the fastest bot building tools available in the market. The process is intuitive,
consists of a drag-and-drop user interface and lets businesses integrate this customer
engagement solution seamlessly and securely with CRM systems, payment gateways, and
third-party messaging platforms like WhatsApp and Facebook Messenger.
Our total income on a consolidated basis increased by 78.46% and profit
went up by 95.85%. On a standalone basis, total income increased by 68.71% though through
operational efficiencies, PAT went up by 223.64%.
5. Awards and Recognition
FY 2022-23 was yet another milestone year with many accolades bestowed
on the Company. Your Company was conferred with awards at various prestigious industry
platforms in the area of corporate management, marketing, digital engagement corporate
governance. Some of the awards received during the Year are listed below:
Date |
Award
Description |
Presenter
& Location |
April 3, 2023 |
ESG Warrior-2023
publication |
Dun & Bradstreet
India in its publication "ESG Champions of lndia"-2023
8* |
March 1, 2023 |
"Best Use of
Cloud Services by a Telecom Company" & "Best Enterprise Cloud Offering"
(IT Sector) |
ET ascent Business
Leader of the Year Awards 2023 |
Date |
Award Description |
Presenter
& Location |
March 1, 2023 |
Mr. Rajdipkumar Gupta, MD
& Group CEO- "CEO of the Year" & "Cloud Innovator of the Year-
2023" |
ET ascent Business
Leader of the Year Awards 2023 |
|
|
|
ns |
February 15, 2023 |
Featured Tier 1 position in
ROCCO's CPaaS Market Impact Report 2023 |
ROCCO Research
endorses prominent members of the industry for their contribution to the telecom industry |
January 10, 2023 |
22nd ICSI National
Awards for Excellence in Corporate Governance-Best Governed Company Listed Segment:
Emerging Category |
ICSI, India
lC8l .
Tj%if iTFifiq |
January 10, 2023 |
ICSI National Awards for
Excellence in Corporate Governance-Governance Professional of the Year- Rathindra Das,
Company Secretary |
ICSI, India
ICSI
califs |
October 4, 2022 |
Best Digital Customer Experience
Management Technology / Platform / Solution |
India Mobile
Congress 2022 |
April 5, 2022 |
Mr. Rajdipkumar Gupta, MD &
Group CEO was ranked in the Top-25 List of the ROCCO 100' 2022 |
ROCCO Research
endorses prominent members of the industry for their contribution to the telecom industry |
February 2, 2022 |
Won Gold for Best RCS
Provider-2022 |
Future Digital
Awards 2022 for Telco Innovation' hosted by Juniper Research |
6. Share Capital
Company's issued and paid-up share capital in the beginning of the year
(April 1, 2022) was H63,04,35,880 (6,30,43,588 shares of H10 each fully paid-up). During
the year, the Company issued and allotted 2,60,650 equity shares of 10/- each, pursuant to
exercise of stock options by the eligible employees of the Company and its subsidiary
company, under the Route Mobile Employee Stock Option Plan 2017
Return of surplus funds to Shareholders: In addition to the above, the
Company bought back 8,61,021 equity shares at an average price of H1,393.69 per equity
share for an aggregate consideration of H119,99,98,539.15. In line with the philosophy of
returning of surplus funds to Shareholders, the Board, at its meeting held on June 28,
2022, approved the buyback of equity shares, from the open market route through the Indian
stock exchanges (BSE & NSE), amounting to H1,20,00,00,000 (Maximum Buyback Size,
excluding buyback tax) at a price not exceeding H1,700 per share (Maximum Buyback Price).
The offer size of the buyback was 9.95 % and 731% of the aggregate fully paid-up equity
share capital and free reserves as per audited standalone
financial statements and audited consolidated financial statements of
the Company as at March 31, 2022, respectively.
The buyback represented 1.37% of the Pre - buy back total issued and
paid-up equity share capital of the Company. Promoters and Promoter Group of the Company
did not participate in the Buy-Back. The Buy-back was made through stock exchange route
from open market. 8,61,021 equity shares were bought back with a total aggregate outlay of
H119,99,98,539.15. The Company has completed extinguishment of 8,61,021 shares on
September 1, 2022. The shareholders' payout with respect to dividend and buyback
including tax on buyback (excluding transaction costs, other incidental and related
expenses) aggregated to H216.59 crore, resulting in a payout of 65.02% of the consolidated
profits of the Company.
The buyback was offered to all eligible equity shareholders of the
Company (other than the Promoters, the Promoter Group and Persons in Control of the
Company). The buyback commenced on July 11, 2022 and was closed on August 29, 2022. During
this buyback period, the Company
purchased and extinguished a total of 8,61,021 equity shares from the
stock exchanges at an average buyback price of H1,393.69 per equity share comprising 1.37%
of the pre-buyback paid-up equity share capital of the Company. The Company funded the
buyback from its free reserves including Securities Premium as provided in Section 68 of
the Companies Act, 2013.
Company's Capital at the end of the year, i.e., as on March 31, 2023
was H62,44,32,170 (6,24,43,217 shares of H10 each fully paid-up).
7. Details of utilisation of funds & Statement of deviation(s) or
variation(s)
Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations/LODR') there
was no deviation/variation in the utilisation of proceeds as mentioned in the objects
stated in the Prospectus dated September 14, 2020, in respect of the Initial Public
Offering of the Company. Your Company has appointed Axis Bank Limited as Monitoring Agency
in terms of regulation 41(2) of the Securities & Exchange Board of India (Issue of
Capital & Disclosure Requirements) Regulations, 2018 as amended from time to time, to
monitor the utilisation of IPO proceeds. The monitoring agency reports are filed with BSE
& NSE where equity shares of the Company are listed as mandated under Regulation 32
(6) of the Listing Regulations every quarter. The Monitoring Agency Reports are available
under Investors section on our website at www.routemobile.com.
Further, in respect of company's maiden qualified institutions
placement (QIP) in November 12, 2021, and pursuant to Regulation 32 (1) of the Listing
Regulations, there was no deviation/variation in the utilisation of proceeds as mentioned
in explanatory statement to the notice for the general meeting, in which approval for the
QIP was accorded by the shareholders.
The NIL deviation reports, in respect of the IPO and QIP has been filed
by the Company on a quarterly basis, with BSE & NSE where equity shares of the Company
are listed.
8. Listing Fees
Your Company has paid requisite annual listing fees to National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE) where its securities are listed.
9. Dividend
Your Directors have recommended a final dividend of H2/- (rupees two)
per equity share of H10/- (rupees ten) each (20%) for the financial year ended March 31,
2023. The Record Date for the purpose of Dividend is September 6, 2023. The total dividend
for the financial year ended March 31, 2023, aggregates to H11/- (rupees eleven only) per
equity share of the face value of H10/- (Rupees ten) each, including the interim dividend
of H3 (rupees three) and H6 (rupees six) per equity share as approved by the Board of
Directors at their meeting held on October 21, 2022 and January 26, 2023 respectively,
which was paid thereafter. The dividend recommended is in line with the Dividend
Distribution Policy of the Company. The Dividend Distribution Policy, in terms of
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is available on the Company's website at
https://www.routemobile.com/ corporate-policies.
Pursuant to the Finance Act, 2020, dividend income is taxable in the
hands of the shareholders w.e.f. 1st April 2020 and the Company is required to
deduct tax at source (TDS) on dividend paid to the Members at prescribed rates as per the
Income-tax Act, 1961. An email communication (followed by a newspaper notice) informing
the Shareholders regarding this change in the IT Act as well as the relevant procedure to
be adopted by them to avail the applicable tax rate has been sent by the Company at the
registered email IDs of the Shareholders. For more details in this regard, please refer to
the 'Notes' section of the Notice to the Annual General Meeting ("AGM").
10. Transfer to Reserves
The movement in retained earnings was on account of profit earned
during the year, payment of dividends and buyback of equity shares. Changes in securities
premium are mainly due to a decrease on account of the buyback of equity shares and an
increase on account of the exercise of stock options. In accordance with Section 69 of the
Companies Act, 2013, ("Act") as at March 31, 2023, the Company has created
Capital Redemption Reserve' of H0.86 crore equal to the nominal value of the
above shares bought back as an appropriation from the general reserve. The closing balance
of the retained earnings (Excl. securities premium) of the Company for FY 2023, after all
appropriation and adjustments was H64.67 crore.
11. Deposits
The Company has not accepted any deposits during the FY 2022-23 and, as
such, no amount of principal or interest was outstanding as on the balance sheet closure
date.
12. Highlights of Performance of Subsidiary Companies
Your Company along with its subsidiaries provide a wide range of cloud
communication platform services to enterprises, over-the-top ("OTT") players and
detection and traffic analytics, monitoring traffic and administration of SMS Firewall and
a comprehensive 24/7 Managed Service and customer support solutions, back office &
consultancy services.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements and related
information of the Company and audited accounts of each of its subsidiaries, are available
on our website at www.routemobile.com. A short description of business and
performance of major subsidiaries are provided below:
Routesms Solutions FZE (Routesms FZE'):
Routesms FZE is engaged in the business of inter alia providing
technology services for mobile communications with a focus on messaging and voice
solutions. The Revenue of the company for FY 2022-23 stood at AED 171,596,662 (Previous
Year: AED 124,222,028). Routesms FZE earned net profit for the year AED 59,515,279
(Previous Year: AED 23,659,721).
Masivian S.A.S. ('Masivian'): Masivian is a leading cloud
communications platform service provider in Latin America, with leadership position in
Colombia and Peru, as well as a presence in several countries in the region.
Masivian's differentiated and well-adapted cloud communication platform, security
& data analytics offer a comprehensive suite of communications, marketing, and unique
Al-powered products for enterprises. Masivian offers multichannel notification services
through SMS, Email, as well as Voice, serving marquee clients across Colombia & Peru.
For the Year ended March 31, 2023 Masivian clocked Revenue of US$ 27,506,213.86 and Profit
after tax of US$ 4,335,317.39. (Previous Year: (November 12, 2021 - March 31, 2022)
Revenue of US$ 8,611,702 and Profit after tax of US$ 784,815).
Route Mobile (UK) Limited (RML UK'): RML UK
is engaged in the business of inter alia providing technology
services for mobile communications with a focus on messaging. The Standalone Gross Revenue
of RML UK for FY 2022-23 stood at GBP 189,232,860 (Previous Year: GBP 129,215,685) and the
Profit after Tax stood at GBP 6,307,665 (Previous Year: GBP 7,807,354).
365squared Ltd. (365squared'): 365squared is engaged in the
business of inter alia providing technology services for mobile communications with
a focus on SMS filtering, analytics and monetisation. 365analytics is a real time
detection and traffic analytics software with an intelligence that is updated constantly
based on our global intelligence. The Revenue of 365squared for FY 202223 stood at EURO
6,727,544 (Previous Year: EURO 5,474,065). 365squared earned a Profit after tax of EURO
830,402 (Previous Year: EURO 2,317,611).
M.R Messaging FZE: M.R Messaging FZE, UAE ("MRM")
is involved in the business of CPaaS (Communication Platform as a Service) solutions
including A2P messaging, number lookup and 2-way messaging, offered to enterprises as well
as aggregators, using its technology platform. Audited Revenue of the Consolidated MRM for
the financial year ended March 31, 2023 was AED 362,988,996 (Previous Year: AED
26,985,700) and Profit after tax for the period was AED 36,372,690 (Previous Year: AED
5,378,741)
Note: The Figures for previous year are converted into AED for ease
of reference.
Route Mobile Communication Services Company (fka "Interteleco
International for Modern Communication Services"): Route Mobile Communication
Services Company, Kuwait ("RMC") is engaged in the business of
communication services (viz. messaging solutions / SMS business) in Kuwait. For the year
ended March 31, 2023, RMC generated a revenue of KWD 1,772,441 (Previous Year: KWD
636,564) with a profit of KWD 263,761 (Previous Year: KWD 88,420)
Update on scheme of Arrangement between Subsidiary Companies: Board
of Directors of Route Mobile Limited (the "Company"), last year, approved the
Scheme of Amalgamation ("Scheme") under the provisions of Section 234 read with
Sections 230 to 232 of the Companies Act, 2013, by way of merger by absorption, of Start
Corp India Private Limited ("Transferor Company") with Send Clean Private
Limited (formerly known as Cellent Technologies
(India) Private Limited) ("Transferee Company"). The
Transferor and the Transferee Companies, are both Wholly-owned Subsidiaries
("WoS") of the Company. The said transaction is between the WoS of the Company
and the Company is not directly involved in the merger. The merger was approved by the
National Company Law Tribunal, Mumbai Bench on April 20, 2023. Both the companies are
directly or indirectly in the same line of business activities and therefore, the merger
will result into consolidation of entire operations of both the companies and will further
simplify the group structure achieving business and administrative synergies, reducing
administrative costs, avoiding duplication of efforts, economies of scale and attain
efficiencies.
13. Consolidated Financial Statements
The Consolidated financial statements of the Company and its
subsidiaries for FY 2022-23 are prepared in compliance with the applicable provisions of
the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in
accordance with the Indian Accounting Standards notified under the Companies (Indian
Accounting Standards) Rules, 2015. The audited consolidated financial statements together
with the Independent Auditor's Report thereon forms part of this Annual Report.
Further, pursuant to Section 129(3) of the Act, the report on the performance and
financial position of the subsidiaries and salient features of the Financial Statements in
the prescribed Form AOC-1 is annexed to this report (Annexure 1).
Pursuant to Section 136 of the Companies Act, 2013, the financial
statements of the Company, consolidated financial statements along with relevant documents
and separate audited financial statements in respect of subsidiaries, are available on the
Company's website on https://www. routemobile.com/investors. Any Member
desirous of inspecting or obtaining copies of the said Financial Statements may write to
the Company Secretary at investors@routemobile.com.
The names of the Companies that have become or ceased to be
subsidiaries, joint ventures and associates during the year are disclosed in the annexure
to this report (Annexure 2).
14. Insurance
All the properties and operations of the Com pany, to the best
judgement have been adequately insured. As per the provisions of the Act and in compliance
with Regulation 25(10) of the Listing Regulations,
we have also procured a directors' and officers' liability
insurance to indemnify our directors and officers for claims brought against them to the
fullest extent permitted under applicable law.
15. Employee Stock Option Plan
The Company has two Employee Stock Option Plans ("RML ESOP
Plans") as at March 31, 2023 viz. Route Mobile Limited Employee Stock Option Plan
2017 ("RML ESOP 2017") and Route Mobile Limited - Employee Stock Option Plan,
2021 ("RML ESOP 2021") (together referred as Schemes'). The Schemes
are administered by the Route Mobile Employee Welfare Trust. There are no changes made to
the above Schemes and these Schemes are in compliance with the Securities and Exchange
Board of India (Share-Based Employee Benefits) Regulations, 2014 [SEBI (SBEB) Regulations,
2014] as replaced by Securities and Exchange Board of India (Share-Based Employee Benefits
and Sweat Equity) Regulations, 2021 [SEBI (SBEBSE) Regulations, 2021]. During FY 2022-23,
no employee was issued stock options equal to or exceeding 1% of the issued share capital
of the Company at the time of grant. In respect of RML ESOP 2017, 17,62,980 Options have
been exercised and 5,89,365 Options remain unexercised as on March 31, 2023. 4,59,155
Options have lapsed or were cancelled due to cessation of employment.
The Company had launched RML ESOP 2021 in 2021 post its IPO &
listing in 2020. In terms of RML ESOP 2021, not exceeding 28,00,000 Options were available
for offer and grant by the Company to the eligible employees of the Company and that of
its subsidiary companies. Under RML ESOP 2021, 7,41,220 Options have been granted as on
March 31, 2023, to the eligible employees of the company including subsidiaries. In
respect of RML ESOP 2021, no Options have been exercised and 4,68,220 Options remain
unexercised as on March 31, 2023. 2,73,000 Options have lapsed or cancelled due to
cessation of employment.
In compliance with the Regulation 13 of the SEBI (SBEBSE) Regulations,
2021, certificate(s) from the secretarial auditor, confirming implementation of RML ESOP
2017 & RML ESOP 2021 in accordance with the said regulation and in accordance with the
resolution of the Company in the general meeting, will be available electronically for
inspection by the Members during the annual general meeting of the Company.
The requisite disclosures under Regulation 14 of the SEBI (SBEBSE)
Regulations, 2021 is uploaded on the Company's website under Investors section and
the same can be accessed at https://routemobile. com/compliance/2023/Information-underSEBI-
SBEBSE-2022-23.pdf.
16. Directors and Key Managerial Personnel
Mrs. Sudha Navandar (DIN: 02804964) was re-appointed as
Independent Director by the Board of Directors at their meeting held on May 18, 2022 for a
period of five (5) years effective November 22, 2022 till November 21, 2027, (both days
inclusive), not liable to retire by rotation, and the said appointment was approved by the
Members at the Annual General Meeting (AGM') held on August 4, 2022.
Section 152(6) of the Act provides that not less than two-thirds of the
total number of directors of a public company shall be liable to retire by rotation, and
that one-third of such directors as are liable to retire by rotation shall retire from
office at every AGM. Hence, in terms of Section 152 of the Companies Act, 2013 (the
"Act") and the Articles of Association of the Company, Mr. Chandrakant Gupta,
Director (Non-Executive Non Independent) of the Company will retire by rotation at the
ensuing AGM and being eligible, has offered himself for re-appointment. The Board
recommends his reappointment. A brief resume, nature of expertise, details of
directorships held in other companies of the Director proposed to be re-appointed, along
with his shareholding in the Company, as stipulated under Secretarial Standard 2 and
Regulation 36 of the Listing Regulation, is forming part of the Notice of the ensuing AGM.
Statement regarding Opinion of the Board with regard to Integrity,
Expertise and Experience (Including the Proficiency) of the Independent Directors
appointed during the Year:
The Board of Directors ("Board") is of the opinion that Mrs.
Sudha Navandar, who was re - appointed during the year as Independent Director of the
Company, possess requisite qualifications, experience and a well- respected business
leader who brings in a wealth of experience to the Board; She is a qualified Chartered
Accountant and a member of the Institute of Chartered Accountants of India. She is a
Certified Public Accountant, USA, and also an Insolvency Professional registered with the
Indian Institute of Insolvency Professional of ICAI.
Mrs. Navandar is currently a Partner in M/s. Pravin R. Navandar &
Co., Chartered Accountants, with main focus on corporate audits (internal and statutory),
bank audits, company law cases, income leakage, and corporate advisory services. She also
serves on the Board of Kolte-Patil Developers Limited, Anand Rathi Wealth Limited, Anand
Rathi Financial Services Limited, Tribhovandas Bhimji Zaveri Limited, Kshitij Capital
Advisors Private Limited, Yasho Industries Limited, Vectus Industries Limited, Kolte Patil
Integrated Townships Limited Wavin India Holding Private Limited and Wavin India Pipes and
Fittings Manufacturing Private Limited. Her three decades of experience as an industry
recognised professional would add tremendous value to the company.
Mr. Arun Gupta, Mr. Bhaskar Pramanik, Mr. Nimesh Salot and Mrs. Sudha
Navandar are the independent Directors of the Company. In the opinion of the Board, there
has been no change in the circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the integrity, expertise and
experience (including proficiency in terms of Section 150(1) of the Act and applicable
rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent
Directors of the Company have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs.
Key Managerial Personnel
In terms of Section 203 of the Act, the following are the Key
Managerial Personnel (KMP) of the Company; there has been no change in the KMPs of the
Company during the year:
1. Mr. Rajdipkumar Gupta, Managing Director & Group CEO.
2. Mr. Suresh Jankar, Chief Financial Officer.
3. Mr. Rathindra Das, Group Head-Legal, Company Secretary &
Compliance Officer.
17. Remuneration policy
The Company has in place a policy for remuneration of Directors, Key
Managerial Personnel and senior management personnel; the policy also lays down the
parameters for selection of candidates for
appointment to the said positions, which has been approved by the
Board. The policy on remuneration of Directors, Key Managerial Personnel is provided in
the Corporate Governance section which forms part of this Report and is also available on
the website of the Company and can be accessed at https://routemobile.com/i nvestors/
and attached as Appendix 1.
18. Declarations by Independent Directors
The Company has received declarations from all Independent Directors of
the Company confirming that they continue to meet the criteria of independence, as
prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 25(8) read with
Regulation 16(1)(b) of the LODR. The Independent Directors have also confirmed that they
have complied with the Company's Code of Conduct of Board of Directors and Senior
Management Personnel.
19. Board, Meetings of the Board and Board Committees
The Board currently has Five (5) Committees, namely, the Audit
Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility
Committee, the Stakeholders Relationship Committee, and the Risk Management Committee.
Further, the Company also has an Operations Committee to deal with the matters relating to
frequent banking and business affairs. The Company also has a fund-raising committee
(non-statutory) to deal with the matters relating to raising of funds.
During the year under review, the Board met eleven (11) times to
transact various affairs of the Company. A detailed update on the Board, its composition,
including synopsis of terms of reference of various Board Committees, number of Board and
Committee meetings held during FY 2022-23 and attendance of the Directors at each meeting
is provided in the Report on Corporate Governance, which forms part of this report.
20. Human Capital
We believe that our people are our core strength and they are one of
the prime factors for our success. We look at ways to keep them positively engaged as they
set the foundation for our culture, drive our performance and help us create a workplace
where our people can grow professionally and personally. Through our various feedback
mechanisms e.g.,
skip meetings leadership driven town halls, exit interviews, we
constantly look at how we can make the organisation a great place to work for with passion
and dedication.
We promote diversity and inclusivity within the organisation. Our
diverse set of people working from over 21 countries collectively ensuring success in
whatever we do. Our people talk and walk one Route Culture.
We have our quarterly town halls, through which we ensure that our
employees are kept updated on information related to the organisation. We also conduct
meet and greet sessions for the new joiners with the leadership team members so as to
ensure that engagement start with the new comers from day one of their joining. Throughout
the year important milestones that are achieved are celebrated across all our offices.
Our robust Rewards and Recognition programme ensure that Exceptional
performance is rewarded and recognised. Our Quarterly held Rewards and Recognition
programme ensures that Outstanding performances are celebrated and rewarded. Through our
Annual Recognition Night, we ensure to felicitate our employees who have continuously
shown their brilliance in work throughout the year. We also appreciate employees who have
completed 5,10 and 15 years during the Annual Employee Recognition Night.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this
report (Annexure 3).
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of
employees drawing remuneration in excess of the limits set out in the said Rules forms
part of this report. However, in terms of first proviso of Section 136(1) of the Act, the
Annual Report and Accounts are being sent to the Members and others entitled thereto,
excluding the aforesaid information. If any Member is interested in obtaining a copy
thereof, such member may write to the Company Secretary, whereupon a copy would be sent.
21. Quality initiatives
The Company continues to sustain its commitment to the highest levels
of quality, superior service management, robust information security practices and mature
business continuity management. Our quality management system certified by KVQA
Certification Services Private Limited complies with ISO 9001:2015 while our information
security management system is certified by KVQA Certification Services Private Limited as
ISO/IEC 27001:2013 compliant. We have also achieved the Capability Maturity Model
Integration (CMMI) Level 5 Certification through GAAFS and QCAS Certifications Inc.
22. Board Diversity and Policy on Director's Appointment and
Remuneration
We're motivated by our ongoing progress, and this year's
growth feels particularly meaningful in the context of significant challenges around the
world. Over the years, regulators have placed great emphasis on addressing different
matters relating to the board of directors. Two prominent examples were: (i) stressing the
roles of nonexecutive directors as well as the importance of independence of the board. In
short, board diversity aims to cultivate a broad spectrum of demographic attributes and
characteristics in the boardroom. Boardroom behaviours change when board become more
diverse, and what board can do to ensure that increasing diversity actually has a positive
impact on both the board and the organisation at large and moving beyond representation
toward actual inclusion is no small feat. We believe that the most inclusive boards were
those that tracked and communicated metrics not just around numbers of female or minority
directors, but also around socioeconomic class and intersectional identities. Driving
progress through greater accountability and transparency is at the core of Route
Mobile's board diversity strategy. The policy on Nomination and
Remuneration' and Board Diversity' adopted by the Board sets out the
criteria for determining qualifications, positive attributes and independence while
evaluating a person for appointment / reappointment as a Director or as KMP, with no
discrimination on the grounds of gender, race or ethnicity, nationality or country of
origin. The Board Diversity policy is available on the Company's website at https://routemobile.com/i
nvestors.
23. Board Evaluation
Each year the board reports on the governance of the company and the
work of the committees. The Board maintains a process, overseen by the Nomination and
Remuneration Committee, whereby the Board, each of its committees, and each Board member,
are subject to performance evaluation and assessment on an annual basis. At Route Mobile,
the Lead Independent Director presides over the annual self-evaluation of the Board,
including the performance evaluation of each Board committee and individual Board members;
facilitating the Board's performance evaluation of the CEO in conjunction with the
Nomination and Remuneration Committee. The results of the performance evaluations are
considered to improve the effectiveness of the Board, its committees, and its members, as
appropriate. A note on the Board evaluation process as well as familiarisation programme
undertaken by the Company for evaluation, orientation and training of the Directors in
compliance with the provisions of the Companies Act, 2013 and the Listing Regulation is
provided in the Report on Corporate Governance, which forms part of this Report.
24. Remuneration to Managing Director / Whole - Time Director from
Holding or Subsidiary Companies
In terms of Section 197 (14) of the Companies Act, 2013, remuneration
paid to our Managing Director from subsidiary company viz. Route Mobile (UK) Limited was
GBP 48,000.
25. Auditors & Audit Reports
The Company has received the Practicing Company Secretary's
certificate on corporate governance for FY 2022-23. The certificate does not contain any
qualification, reservation or adverse remark.
The Secretarial Audit Report for FY 2022-23 does not contain any
qualification, reservation or adverse remark.
The Statutory Auditors' Report for FY 2022-23 does not
contain any qualification, reservation or adverse remark. The Report is enclosed with the
financial statements in this Annual Report.
Cost Records and Cost Audit: Maintenance of cost records and
requirement of cost audit as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 are not
applicable for the business activities carried out by the Company.
26. Statutory Auditors
Walker Chandiok & Co LLP ("WCC") has audited the books of
account of the Company for the Financial Year ended March 31, 2023 and have issued the
Auditors' Report thereon. The Auditors' Report for FY 2022-23 does not contain any
qualification, reservations, or adverse remark. The said report for the financial year
ended March 31, 2023 read with the explanatory notes therein are self-explanatory and
therefore, do not call for any further explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013. The Auditors' Report is enclosed with the
financial statements in this Annual Report.
Reporting of Fraud
During the year under review, neither the statutory auditors nor the
secretarial auditor has reported to the Audit Committee or the Board, under Section 143
(12) of the Act, any instances of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned in the Board's Report.
27. Internal Financial Controls, their adequacy and Internal Auditors
Route Mobile Limited ("RML") has aligned its current systems
of internal financial control with the requirement of Companies Act, 2013. Route Mobile
Limited's internal controls are commensurate with its size and the nature of its
operations. These have been designed to provide reasonable assurance with regard to
recording and providing reliable financial and operational information, complying with
applicable statutes, safeguarding assets from unauthorised use, executing transactions
with proper authorisation and ensuring compliance with corporate policies. RML has a
well-defined delegation of power with authority limits for approving contracts as well as
expenditure. Processes for formulating and reviewing annual and long-term business plans
have been laid down. RML uses a state-of-the-art enterprise resource planning (ERP) system
that connects all parts of the organisation, to record data for accounting, consolidation
and management information purposes. It has continued its efforts to align all its
processes and controls with global best practices. Company's management assessed the
effectiveness of the company's internal control over financial reporting (as defined
in Regulation 17 of SEBI Listing Regulation) as of March 31, 2023.
Walker Chandiok & Co LLP, the statutory auditors of RML have
audited the financial statements included in this annual report and have issued an
attestation report on the company's internal control over financial reporting (as
defined in Section 143 of Companies Act, 2013). RML has appointed M/s Pipalia Singhal
& Associates to carry out internal audit of its activities. The audit is based on an
internal audit plan, which is reviewed each year in consultation with the statutory
auditors. RML also undergoes periodic audit by specialised third party consultants and
professionals for business specific compliances such as quality management, service
management, information security, etc. Based on its evaluation (as defined in Section 177
of Companies Act, 2013 and Regulation 18 of SEBI Listing Regulation), Route Mobile
Limited's audit committee has concluded that, as of March 31, 2023, the
company's internal financial controls were adequate and operating effectively.
28. Particulars of contracts or arrangements with Related Parties
All contracts/arrangements / transactions entered into by the Company
with its related parties during the year were in the ordinary course of business and on an
arm's length basis. The Company has put in place a mechanism for certifying the
related party transactions statements placed before the Audit Committee and the Board of
Directors from an Independent Chartered Accountant firm (confirming ordinary course of
business and arm's length basis). Further, all related party transactions were
undertaken with approval of the Audit Committee. Disclosure of Transactions, (None for FY
2022-23), with Related Parties referred to in Section 188(1), as prescribed in AOC-2 under
Rule 8 (2) of the Companies (Accounts) Rules, 2014 is attached as Annexure 4.
Details of other related party transactions have been included in Note 37 to the
standalone financial statements. There are no materially significant related party
transactions that may have potential conflict with interest of the Company at large. There
were no transactions of the Company with any person or entity belonging to the
Promoter(s)/Promoter(s) Group which individually holds 10% or more shareholding in the
Company, except as disclosed in the financial statements. The Board in its meeting held on
May 19, 2023 considered and approved amendments to the Related Party Transactions Policy
in line with the recent amendments in the Listing Regulations. The updated Policy on the
Related Party Transactions is available on the Company's website at https://routemobile.com/investors.
During FY 2022-23,
the Non- Executive Directors of the Company had no pecuniary
relationship or transactions with the Company other than sitting fees and reimbursement of
expenses, as applicable.
29. Transfer of Equity Shares, Unpaid/ Unclaimed Dividend to the IEPF
Pursuant to the Section 124 applicable provisions of the Companies Act,
2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed
dividends are required to be transferred to the IEPF established by the Central
Government, upon completion of seven (7) years. Further, according to the Investor
Education & Protection Fund ("IEPF") Rules, the shares in respect of which
dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years
or more shall also be transferred to the demat account created by the IEPF Authority. Your
Company does not have any unpaid or unclaimed dividend or shares relating thereto which is
required to be transferred to the IEPF as on the date of this Report.
30. Secretarial Audit
Pursuant to Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s. Dhrumil M Shah & Co. LLP, Practicing Company Secretaries to conduct
secretarial audit for the financial year 2022-23. The Report of the Secretarial Auditor is
annexed to this report (Annexure 5). The report of the Secretarial Auditor for the
financial year 2022-23 does not contain any qualification, reservation or adverse remark.
The Board has re-appointed Mr. Dhrumil M Shah of M/s. Dhrumil Shah & Co. LLP,
Practicing Company Secretaries, (CP 8978; FCS 8021) to conduct the secretarial audit for
the financial year 2023-24. They have confirmed their eligibility for the appointment.
31. Risk Management
Risk management is the process of identifying, assessing and
controlling threats to an organisation's capital and earnings. These risks stem from a
variety of sources, including financial uncertainties, legal liabilities, technology
issues, strategic management errors, accidents and natural disasters.
The Company has developed and implemented a risk management plan and in
the opinion of the Board of Directors, no risks have been identified
which may threaten the existence of the Company. Your Company
continuously monitors business and operational risks. All key functions and divisions are
independently responsible to monitor risks associated within their respective areas of
operations such as finance & taxation, regulatory & compliance, insurance, legal
and other issues like cyber security, data privacy, health, safety and environment. Our
Risk Management Plan is available on the website of the Company at https://
routemobile.com/i nvestors.
The Company adopts a rigorous approach for information security risk
assessment and treatment. This process includes identifying the business processes and the
associated risks, considering the potential loss of confidentiality, integrity, and
availability. The company identifies the risk owners and assesses the potential impact
should these risks materialize. Existing controls, which serve to mitigate these risks,
are identified, and the likelihood of risk occurrence is assessed based on these controls.
The team then determines an appropriate response strategy, which includes options such as
risk reduction, transfer, or avoidance.
For risk management, RML sets specific acceptance criteria based on the
risk level and potential consequences. Lower-level risks are often transferred or treated,
while higher-level risks must be treated. They ensure compliance with legal and regulatory
requirements and ensure risk acceptance decisions are appropriately documented. If
additional controls are necessary to mitigate risk, they are identified, aligned with ISO
27001:2013 standard controls, and implemented. Following the implementation of additional
controls, the company reassesses the level of consequence and probability of the risk and
the residual risk level. Residual risks are either accepted or further action is taken to
reduce them to acceptable levels. The entire process is periodically reviewed and
monitored to ensure continuous improvement.
Cyber Security
From a cyber security risk management initiative, modernising
antiquated IT infrastructure and as products age out of support, it becomes impossible to
patch known vulnerabilities, not to mention losing the efficiencies of more current
solutions. As technology has advanced, things have become simpler yet more complex. One
prime example is that of today's communication networks. With the evolution of VoIP,
the most obvious convergence is that of voice and data networks wherein both types
of traffic leverage the same physical infrastructure, while retaining a
possible logical network separation. While, this whole concept seems to be very exciting,
there's a big tradeoff in terms of security! Our efforts include threat intelligence
products that can detect anomalous behavior at the network's edge to detect ever
growing attacks against aging infrastructure.
The Company is exposed to a number of different cyber security risks,
directly or through its supply chain, arising from actions that may be intentional and
hostile, accidental or negligent. The main cyber security risks for the Company are
intrusion in systems leading to data leakage. During the year, some of the areas that our
Risk Management Committee deliberated were Enhanced Security Policies: Implementing
Mandatory Measures viz. IP whitelisting, Two-Factor Authentication, Dark Web monitoring
firm to proactively track any developments and identify potential indicators of compromise
(lOCs), ISO 27001 Surveillance and Comprehensive VAPT for RMLAPIs.
During the year, the Company received CERT-In's directive on
information security practices, procedure, prevention, response, and reporting of cyber
incidents, No. 20(3)/2022-CERT-In, dated April 28, 2022, and which went into effect on
September 25, 2022. This directive called for specific changes in reporting and record
retention, all of which Company is compliant with. The changes to Company's Information
Security Management System (ISMS) policies and procedures have been incorporated to adhere
to CERT-In's directives. Further, during the year, the Company switched two of our key
Information Security software providers: - Crowdstrike Managed EDR services have been
replaced with Sentinel One Vigilance. Securnox SIEM (Security Information and Event
Management) services have been replaced with DNIF's SIEM solutions. Both of these changes
have been executed for cost efficiencies as well as the presence of local teams to help
mitigate any potential issues.
32. Particulars of Loans, Guarantees and Investments
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the Notes to the financial statements provided in this
Annual Report.
33. Whistle-Blower Policy: Vigil mechanism
The way the Company handles a concern will depend on its nature and
severity. We may handle through discussions with relevant work colleagues, RML Leaders or
Human Resources, or we may handle by conducting fair and thorough investigations. RML
handles all concerns raised with appropriate confidentiality and with a high degree of
sensitivity. All those involved in investigating and/ or addressing a concern are expected
to respect the need for confidentiality wherever reasonably possible. In some situations,
privacy restrictions may also mean that we cannot disclose the actions that are taken to
resolve a particular concern. It is mandated by Section 177 of the Companies Act, 2013 and
Companies Rules 2014 and further Regulation 22 of the SEBI, that every listed Company
establishes a surveillance mechanism for directors and employees to report any frauds or
misappropriations. It is affirmed that no person has been denied access to the Audit
Committee. The Board on a yearly basis is presented an update on the whistle- blower
policy. Whistle-Blower policy is available on the website of the Company at https://
routemobile.com/investors/. The Policy ensures complete protection to the
whistle-blower and follows a zero-tolerance approach to retaliation or unfair treatment
against the whistle-blower and all others who report any concern under this Policy.
During the year under review, the Company did not receive any complaint
of any fraud, m isfeasa nce etc.
34. Disclosure under The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Route Mobile's core principles, culture and values set a
foundation of an inclusive and diverse work environment where dignified, respectful
working relationships are a matter of course. Free from any form of discrimination or
harassment, our foundation is embedded in our Code of Business Conduct. We are respectful
and inclusive to our people and our stakeholders, always aiming to make a positive impact
on those societies in which we work. Our commitment and priority are to be respectful,
professional, compliant, inclusive, healthy and bias-free. The Company has zero tolerance
towards sexual harassment at the workplace and has implemented a policy for prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (Act') and the Rules made thereunder. Under the said
Act, Internal Complaints Committee has also been constituted. Our values are deeply
embedded in our daily business as well as in all our policies such as Supplier Code of
Conduct, and Code of Business Conduct. By making the right choices, based on business and
people related compliance, we build trust with our people and stakeholders.
During the year under review, the Company did not receive any complaint
of sexual harassment.
35. Secretarial Standards
The Company has in place proper systems to ensure compliance with the
provisions of the applicable Secretarial Standards issued by The Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
36. Corporate Social Responsibility
Global developments, such as climate change, poverty, and increasing
inequality, are serious issues that all stakeholders in the worldwide economy must face.
At RML, corporate social responsibility (CSR) is part of our holistic sustainability
framework. We put its purpose into action by helping the world run better and improving
people's lives with sustainability at the core. We invest in education models
dedicated to underrepresented, underserved, and underprivileged youth and foster our
engagement with multistakeholder partnerships to enable pathways to employment and
entrepreneurship in the digital and green economy. The objective of the Company's
Corporate Social Responsibility (CSR') initiatives is to improve the quality of
life of communities through long-term value creation for all stakeholders. Your Company
has set up "Route Mobile Foundation for Education and Sports" to carry out its
CSR efforts. The Foundation focuses on improving the quality of life and engaging
communities through health, education, livelihood, sports and infrastructure development.
The Company has in place a CSR policy which provides guidelines to conduct CSR activities
of the Company. The CSR policy is available on the website of the Company
https://routemobile. com/i nvestors.
The Annual Report on CSR activities, in terms of Section 135 of the
Companies Act, 2013 (Act') and Rule 8 (1) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 as amended by
Companies (Corporate Social Responsibility Policy) Amendment Rules,
2021, effective January 22, 2021 (hereinafter "CSR Rules"), is annexed to this
report (Annexure 6).
37. Other Disclosures
There were no material changes and commitments affecting the
financial position of the Company between the end of the financial year and the date
of this report;
Company has not issued equity shares with differential rights as
to dividend, voting or otherwise;
The Company has not issued any sweat equity shares to its
directors or employees;
There was no revision in the Financial Statements.
None of the Directors or KMPs of the Company have resigned
during the year under review;
There has been no change in the nature of business carried out
by the Company;
The Company has not failed to implement any corporate action
during the year under review;
No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable;
The requirement to disclose the 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,
is not applicable.
The Company's securities were not suspended for trading
during the year.
The disclosure pertaining to explanation for any deviation or
variation in connection with certain terms of a public issue, rights issue, preferential
issue, etc. is not applicable to the Company.
38. Directors' Responsibility Statement
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulations. Company law
requires the Directors to prepare financial statements for each financial year.
Accordingly, pursuant to Section 134(3)(c) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and ability confirm:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material departures;
b) That we have selected such accounting policies and applied them
consistently and made judgements 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 that period;
c) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) That the annual accounts have been prepared on a going concern
basis;
e) That proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively; and
f) That proper internal financial controls were laid down and that such
internal financial controls are adequate and were operating effectively.
39. Annual Return
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the draft of the Annual Return of the Company for the financial year March 31, 2023 is
uploaded on the website of the Company and can be accessed at https://routemobile.com/
compliance/2023/Annual-Return-FY-2022-23.pdf.
40. Significant and material orders passed by the Regulators or Court
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future.
41. Energy Conservation, TechnologyAbsorption and Foreign Exchange
Earnings and Outgo
Details of the energy conservation, technology absorption and foreign
exchange earnings and outgo are annexed to this report as Annexure 7
42. Corporate Governance
Pursuant to the Listing Regulations, the Report on Corporate Governance
for the year under review, is presented in a separate section, forming part of this Annual
Report. A certificate from M/s. Dhrumil M Shah & Co. LLP, Practicing Company
Secretaries, confirming compliance of conditions of Corporate Governance, as stipulated
under the Listing Regulations, also forms part of the Corporate Governance Report.
43. Management Discussion and Analysis Report
Pursuant to Regulation 34 of the Listing Regulations the Management
Discussion and Analysis Report for the year under review, is presented in a separate
section, forming part of the Annual Report. As required under the provisions of the
Listing Regulations, the audit Committee of the Company has reviewed the management
discussion and analysis report of the Company for the year ended March 31, 2023.
44. Business Responsibility and Sustainability Reporting
In terms of amendment to regulation 34 (2) (f) of Listing Regulations
vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 5, 2021, SEBI has
introduced new reporting requirements on ESG parameters called the Business Responsibility
and Sustainability Report (BRSR). SEBI further provided that the listed entities already
preparing and disclosing sustainability reports based on internationally accepted
reporting frameworks (such as GRI, SASB, TCFD or Integrated Reporting) may cross-reference
the disclosures made under such framework to the disclosures sought under the BRSR. Your
Company had also voluntarily prepared the Business Responsibility and Sustainability
Report (BRSR) a year before the mandated requirement of FY2022-23 by SEBI in May, 2021 for
the top 1,000 listed companies (by market capitalisation). Your Company has this year
again prepared BRSR with disclosures on both Essential and Leadership Indicators.
BRSR has been appended herewith as Annexure 8.
45. Sustainability Report
Company's inaugural Sustainability Report published in FY 2021
outlined our commitment to reduce GHG emission and extend benefits of corporate
achievements to the under privileged sections of our community. This year's report,
which has been prepared in accordance with GRI- Core Option also contains our
identification of the complementary UN sustainability development goals (SDGs) including
further our recognition of TCFD as an additional guiding principle of disclosures.
Company's sustainability report is available on the website of the Company at
https:// routemobile.com/compliance/2023/Sustainability- Report-FY-2022-23.pdf.
46. Cautionary Statement
This Board's Report & our Sustainability Report and including
further the Management Discussion and Analysis Report may contain forward-looking
statements under provisions of applicable laws. All statements other than statements of
historical facts are statements that could be deemed forward-looking statements. These
statements are based on current expectations, estimates, forecasts, and projections about
the industries in which we operate and the beliefs and assumptions of our management. In
addition, any statements that refer to (1) our goals, commitments and programmes;
(2) our business plans, initiatives and objectives;
(3) our assumptions and expectations; (4) the scope and impact of our
corporate responsibility
risks and opportunities; and (5) standards and expectations of third
parties are forward-looking. Readers are cautioned that these forward-looking statements
are only predictions and are subject to risks, uncertainties, and assumptions that are
difficult to predict. Forward-looking statements speak only as of the date they are made,
and we do not undertake any obligation to update any forward-looking statement.
47. Acknowledgements
Fiscal 2023 was a complex year, and thanks to our employees'
determination, perseverance, and unwavering commitment to our customers, partners, and to
each other, we ended the year strong. On behalf of the Company, I take this opportunity to
place on record our gratitude to all the shareholders for their continued support &
strong commitment towards the Company. I also take this opportunity to express our sincere
thanks to the Government of India, The Securities and Exchange Board of India (SEBI), The
Reserve Bank of India (RBI), BSE & NSE, The Telecom Regulatory Authority of India
(TRAI), Central Board of Direct Taxes (CBDT), Central Board of Indirect Taxes and Customs,
Government of India, our Bankers & Auditors, and fellow members on the board for their
continued support.
For and on behalf of the Board of Directors
|
Sandipkumar Gupta |
Place: Mumbai |
Chairman |
Date: May 19, 2023 |
DIN: 01272932 |
|