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Directors Report of Response Informatics Ltd.

Mar 31, 2014

The Members

We have pleasure in presenting the 17th Annual Report with Audited Statements of Accounts for the year ended 31*1 March 2014.

(Amount in Rs.)

Particulars 2013-14 2012-13

Profit/ (loss) Before depreciation 601232 431660

Depreciation 95595 130356

Profit/(Loss) before tax 505637 301304

Provision for tax:

Current tax 174848 103483

Deferred Liability (Asset) -3769 -2339

Profit/(Loss) after tax 334558 303643

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend fortheyear.

PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec. 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Bombay Stock Exchange Limited & Calcutta Stock Exchange Limited.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 8,00,00,000 divided into 80,00,000 shares of Rs. 10/- each fully paid up and the paid up capital stands at Rs. 5,97,64,000 divided into 5976400 eq uity shares of Rs. 10/- each fully paid up.

FORFEITURE OF SHARES

During the year 73,900 shares were forfeited due to Non-Payment of Allotment Money.

DIVERSIFICATION OF BUSINESS

The management has decided to diversify the business activities into Agriculture Activities including raising of crops and to produce manufacture, process, all types

of the bio fertilizer, fruits & vegetable market due to high potential and emphasis of the Government forthe development of Agriculture Sector.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely, Mr. Praveen Nair retires by rotation and is eligible for re-appointment. Your Board recommends the re-appointment of the Director.

Brief Profile of Mrs. D. Swayam Prabha Nair, Managing Director

During the year, Mrs. D. Swayam Prabha Nair was appointed as Managing Director on 4th January 2014. A graduate having vast experience in Administration & HR Management. She has been instrumental in organization development, performance management, employee orientation and training, employee relations, policy development, etc.

Brief Profile of Mr. G. Srikanth, Additional Director

During the year, Mr. G. Srikanth was appointed as Additional Directors to hold office up to the date of ensuing annual general meeting. A Chartered Accountant by qualification having 18 years experience in handling entire gamut of Finance functions in Sugar, Power Industries. Has worked at various levels and enriched himself with handling multiple functions simultaneously. Has implemented excellent accounting systems & procedures and internal control procedures during his tenure with various companies. Has very good inter-personnel and communication skills. He has been working independently for last few years and helping clients trying up their Finance requirements from Banks & Institutions. In view of versatile experience held by him, your directors recommend their appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 yourdirectors confirm:

i) that in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that 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 at the end of the financial year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1)(e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. Adeclaration to this effect is given in Annexure.

AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of audit firms, and based on the recommendation of the Audit Committee, the Board has at its meeting held on August 30, 2014 recommended the re- appointment of M/s Hari Babu & Associates, Chartered Accountants, Secunderabad, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting for a period of 3 yeaars in accordance with the Act, subject to ratification of the shareholders at every Annual General Meeting. M/s Hari Babu &Associates, Chartered Accountants, Secunderabad, have confirmed that the appointment, if made would be within the prescribed llimits under Section 141 of the Companies Act, 2013. Accordingly, the appointment of M/s Hari Babu & Associates, Chartered Accountants, Secunderabad, as the Statutory Auditors, is being proposed as an Ordinary Resolution.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their appreciation for assistance and cooperation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place of record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

To the shareholders,

I, D. Swayam Prabha Nair, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the Company and have adhered to the provisions of the same.

For and on behalf of the Board Response Informatics Limited

Sd/-

D. Swayam Prabha Nair Place: Hyderabad Managing Director Date: 30.08.2014


Mar 31, 2013

We have pleasure in presenting the 16th Annual Report with Audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

(Amt. in Rs.)

Particulars 2012-2013 2011-2012

Profit / (Loss) before depreciation 431660 773796

Depreciation 130356 718896

Profit / (Loss) before tax 301304 718896

Provision for Tax

-Current Tax 103483 102380

-Deferred Liability (Asset) (2339) (142790)

Profit / (Loss) after Tax 303643 759306

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Calcutta Stock Exchange Limited.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 8,00,00,000 divided into 80,00,000 shares of Rs. 10/- each and the paid up capital of the company stands at Rs. 5,96,28,000 divided into 5875300 equity shares of Rs. 10/- each fully paid up and 175000 equity shares partly paid up.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely, Mr. I V S Suryanarayana Raju retires by rotation and is eligible for re-appointment. Your Board recommends the re-appointment of the Director.

During the year, Mr. Hemraj Baid, Mr. K. Ravi Kumar and Mr. K. Praveen Nair were appointed as Additional Directors to hold office up to the date of ensuring annual general meeting. In view of versatile experiences held by them, your directors recommend their appointment.

BRIEF PROFILE OF MR. HEMRAJ BAID:

Name Mr. Hemraj Baid

Date of Birth 10/04/1965

Date of Appointment 09/08/2013

Qualifications B.com, FCS, LLB

No. of Shares held in the Company 64,700

Directorships held in other companies (excluding private limited and foreign 2 companies)

BRIEF PROFILE OF MR. K. RAVI KUMAR:

Name Mr. K. Ravi Kumar

Date of Birth 15/08/1954

Date of Appointment 09/08/2013

Qualifications B.Com, CA, ACS, OCP

No. of Shares held in the Company Nil

Directorships held in other companies 2 (excluding private limited and foreign companies)

BRIEF PROFILE OF MR. K. PRAVEEN NAIR:

Name Mr. K. Praveen Nair

Date of Birth 17/03/1973

Date of Appointment 09/08/2013

Qualifications Diploma in Electronics

No. of Shares held in the Company Nil

Directorships held in other companies 2 (excluding private limited and foreign companies)

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm:

i) that in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that 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 at the end of the financial year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration to this effect is given in Annexure.

AUDITORS:

M/s. Hari Babu & Associates, Chartered Accountants, Hyderabad, will retire as auditors of the company at the ensuing Annual General Meeting and being eligible have expressed their willingness for reappointment. Your directors propose the appointment of M/s. Hari Babu & Associates as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGMENTS:

Your directors would like to express their appreciation for assistance and co- operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, P. Maheshwaran Nair, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the Company and have adhered to the provisions of the same.

For and on behalf of the Board

Response Informatics Limited

Sd/-

Place: Hyderabad P. M. Nair

Date:03.09.2013 Director


Mar 31, 2012

We have pleasure in presenting the 15th Annual Report with Audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS:

(Amt. in Rs.)

Particulars 2011-2012 2010-11

Income 15,35,203 11,10,255

Expenditure 8,16,307 16,28,120

Profit before Tax 7,18,896 -5,17,865

Provision for Taxation -40,410 0

Profit after Taxes 7,59,306 -5,17,865

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Calcutta Stock Exchange Limited.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 8,00,00,000 divided into 80,00,000 shares of Rs. 10/- each and the paid up capital of the company stands at Rs. 5,96,28,000 divided into 5875300 equity shares of Rs. 10/- each fully paid up and 175000 Equity Shares partly paid up.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. P. Maheswaran Nair retires by rotation and is eligible for re-appointment. Your Board recommends the re-appointment of the Director.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm:

i) that the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that 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 at the end of the financial year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration to this effect is given in Annexure.

AUDITORS:

M/s. Hari Babu & Associates, Chartered Accountants, Hyderabad, will retire as auditors of the company at the ensuing Annual General Meeting and being eligible have expressed their willingness for reappointment. Your directors propose the appointment of M/s. Hari Babu & Associates as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGMENTS:

Your directors would like to express their appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, P. Maheshwaran Nair, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the Company and have adhered to the provisions of

For and on behalf of the Board

Response Informatics Limited

Place: Hyderabad Sd/-

Date: 03.09.2012 P. M. Nair

Director


Mar 31, 2011

We have pleasure in presenting the 14th Annual Report with Audited Statements of Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS:

(Amt. in Rs.)

Particulars 2010-11 2009-10

Income 11,10,255 13,99,931

Expenditure 16,28,120 131,48,43

Profit before Tax -5,17,865 85,088

Provision for Taxation 0 41,570

Profit after Taxes -5,17,865 12,76,852

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Calcutta Stock Exchange Limited.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 8,00,00,000 divided into 80,00,000 shares of Rs. 10/- each and the paid up capital of the company stands at Rs. 5,96,28,000 divided into 59,62,800 equity shares of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company''s assets have been adequately insured against major risks.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. K. Subba Rao retires by rotation and is eligible for re- appointment. Your Board recommends the re-appointment of the Director.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm:

i) that the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that 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 at the end of the financial year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration to this effect is given in Annexure.

AUDITORS:

M/s. Hari Babu & Associates, Chartered Accountants, Hyderabad, will retire as auditors of the company at the ensuing Annual General Meeting and being eligible have expressed their willingness for reappointment. Your directors propose the appointment of M/s. Hari Babu & Associates as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGMENTS:

Your directors would like to express their appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, P. Maheshwaran Nair, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the Company and have adhered to the provisions of the same.

For and on behalf of the Board

Response Informatics Limited

Place: Hyderabad Sd/-

Date: 04.09.2011 P. Maheshwaran Nair

Director

 
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