R Systems Announces the outcome of the Board Meeting

November 25, 2022

R Systems Announces the outcome of the Board Meeting

The Board of Directors of R Systems International Limited (the “Company”) at its meeting held on November 25, 2022 has inter alia approved following businesses:

Reviewed and took on record the due diligence report dated November 25, 2022 (“Due Diligence Report”) submitted by M/s PI & Associates (Firm Registration No.: P2014UP035400), Practicing Company Secretaries, holding a valid peer review certificate.
The share capital audit report dated November 25, 2022 issued by PI & Associates (Firm Registration No.: P2014UP035400) prepared in accordance with Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 read with Regulation 12(2) of the SEBI Delisting Regulations, covering a period of 6 months prior to the date of Board meeting (“Audit Report”) was reviewed and taken on record by the Board.
After considering the Due Diligence Report and the Audit Report and after taking cognizance of various other factors relevant to the circumstances, the Delisting Proposal was approved in accordance with Regulation 10 of the SEBI Delisting Regulations, subject to approval of the members of the Company.
While considering the Delisting proposal, the Board, based on the information available with the Company and the Due Diligence Report, in accordance with Regulation 10 of the SEBI Delisting Regulations certified that:
1. The Company is in compliance with the applicable provisions of securities laws;
2. Acquirer and PAC are in compliance with the applicable provisions of securities laws in terms of the report including compliance with Regulation 4(5) of the SEBI Delisting Regulations; and
3. The Delisting Proposal, in the opinion of the Board, is in the interest of the shareholders of the Company.
Authorized the officials of the Company, to obtain approvals from the BSE Limited and the National Stock Exchange of India Limited in accordance with the provisions of the SEBI Delisting Regulations, as well as any other regulatory, governmental or third parties’ approval, as may be required, in relation to the Delisting Proposal.
Constituted the committee of independent directors comprising of Mrs. Ruchica Gupta, Mr. Kapil Dhameja and Mr. Aditya Wadhwa, each a Non-Executive & Independent Director of the Company to make a reasoned written recommendation on the composite offer as provided under the detailed public statement published on November 23, 2022 in accordance with SEBI Takeover Regulations and SEBI Delisting Regulations.
The Notice for passing of resolutions through Postal Ballot pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management & Administration) Rules, 2014 for seeking approval of the shareholders of the Company for the Delisting Proposal in accordance with Regulation 11 of the SEBI Delisting Regulations; and
Appointment of Mr. Devesh Kumar Vasisht of DPV & Associates LLP, Company Secretaries (Firm Registration No.: L2021DE009500), as scrutinizer for conducting the postal ballot.