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Directors Report of Responsive Industries Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting this Thirty-Third Annual Report on the business and operations of your Company with the Audited Financial Statements for the year ended March 31,2015.

1. FINANCIAL PERFORMANCE

Financial Results (Rs. in million)

2014-15 2013-14

Sales and Other Income 15,350.99 18,572.05

Profit before Interest, 1,962.93 1,978.00 Depreciation & Tax

Less: Interest (Net) 259.35 294.28

Profit before Depreciation & Tax 1,703.58 1,683.72

Less: Depreciation 1,231.18 1,059.89

Profit before Tax 472.40 623.83

Less: Provision for Taxation 140.50 115.95

Net Profit after Tax 331.90 507.88

Balance brought forward from 3,053.17 2,576.52 previous year

Profit available for appropriations 3,385.07 3,084.40

Appropriations

Transfer to General Reserve - -

Proposed Dividend - Equity Shares 26.69 26.69

Corporate Dividend Tax 5.43 4.54

Balance carried to Balance Sheet 3,352.95 3,053.17

2. OPERATIONS & STATE OF COMPANY''S AFFAIRS

Your Company earned revenue of Rs. 15,350.99 Million for the year ended 31st March, 2015, as compared to Rs. 18,572.05 Million in the previous financial year.

The Company recorded a Net Profit after Tax of Rs. 331.90 Million compared to Rs. 507.88 Million in the previous financial year.

There was no change in nature of business of the Company, during the year under review.

3. DIVIDEND

Your Directors recommend a Dividend of 10% i.e. Re. 0.10 per Equity Share of face value of Re. 1/- each fully paid up aggregating to Rs. 26.69 Million for the year ended 31st March 2015.

4. TRANSFER TO RESERVES

The Board of Directors has not recommended transfer of any amount to reserves.

5. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at 266.91 Million. During the year under review, the Company has not issued shares with differential voting rights nor granted any stock options or sweat equity shares. As on March 31, 2015 none of the Directors of the Company hold instruments convertible into equity shares of the Company.

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

6. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

The Company has one material non listed Indian Subsidiary Company i.e. Axiom Cordages Limited. The policy for determining material subsidiaries of the Company is available on the website of the Company i.e. www.responsiveindustries.com. Responsive International Limited, a wholly owned subsidiary of the Company has not yet commenced its operations.

The Company does not have any associate Company & Joint venture.

Performance of Axiom Cordages Limited is as follows:

The total revenue of Axiom Cordages Limited stood at Rs.6,045.65 Million (Previous year 6,855.45 Million). Profit after tax for the year stood at Rs.290.09 Million (Previous year 316.68 Million). The requirement of appointing Independent Director of the Company on the Board of Directors of the subsidiary Company has been duly complied with. The requirements of the Clause 49 of the Listing Agreement with regard to subsidiary company have been complied with. Statement containing salient features of the financial statement of Subsidiary Company in Form AOC-1 forms part of this Annual Report.

7. CONSOLIDATED FINACIAL STATEMENT

The Consolidated Financial Statements of the Company and of its Subsidiary, Axiom Cordages Limited are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Listing Agreement as prescribed by the Securities and Exchange Board of India (SEBI).

8. CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the stock exchanges. A separate report on Corporate Governance and a certificate from M/s. P. P. Shah & Co., Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report. Further, a declaration signed by the Chairman cum Whole Time Director, affirming compliance with the code of conduct by all the Board members and senior management personnel along with certificate required under clause 49(IX) of the Listing Agreement is also given in this Annual Report.

9. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Pandey (DIN 00092767) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Accordingly, his re-appointment forms part of the notice of the ensuing Annual General Meeting.

Mr. Jagannadham Thunuguntla (DIN 02254282) and Ms. Jyoti Rai (DIN 07091343) was appointed as an Additional Independent Director on the Board of the Company w.e.f. 12th December, 2014 and 13th February, 2015 respectively. The resolution seeking approval of the Members for the appointment of Mr. Jagannadham Thunuguntla and Ms. Jyoti Rai have been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about them. The Company has received a notice under Section 160 of the Act along with requisite deposit proposing their appointment.

During the year under review, Mr. Atit Agarwal was reappointed as Whole Time Director of the Company for a period of three years w.e.f. 22nd August, 2014. Mr. Atit Agarwal, Whole Time Director of the Company draws remuneration from Subsidiary Company i.e. Axiom Cordages Limited.

Mr. S.S. Thakur and Mr. V.K.Chopra were appointed as independent directors at the annual general meeting of the Company held on 09th August, 2014 for a period of three consecutive years.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. During the year, non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Mr. Michael Freedman (DIN 03289409) & Mr. V.K. Chopra (DIN 02103940), Non-Executive Independent Directors of the Company resigned from the Board w.e.f. 30th May, 2014 and 29th September, 2014 respectively.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the Profit & loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for 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) the annual accounts have been prepared on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

11. PLEDGE OF SHARES

None of the equity shares of the Directors of the Company are pledged with any banks or financial institutions.

12. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

13. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

14. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, the Management Discussion & Analysis Report for the year under review is given under a separate section and forms part of the Annual Report.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the "Annexure A" to the Directors'' Report.

16. GROUP

Pursuant to intimation from the promoters, the names of the promoters & entities comprising the "Group" are disclosed in the Annual report for the purpose of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 in "Annexure B".

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has developed a CSR Policy which indicates the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013. The CSR Policy has been uploaded on the website of the Company. The Annual Report on CSR activities is annexed as "Annexure C" and forms a part of this Report.

18. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT 9, as required under Section 92(3) of the Companies Act, 2013 is included in this Report as "Annexure D" and forms an integral part of this Report.

19. AUDITORS

19.1 Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and rules framed thereunder, M/s. Haribhakti & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the thirty second annual general meeting (AGM) of the Company held on 09th August, 2014 till the conclusion of AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. They have confirmed their eligibility and submitted the Certificate in writing that their appointment, if ratified, would be within the prescribed limit under the Act and they are not disqualified for appointment. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

A Resolution seeking member''s approval for ratification of appointment of Statutory Auditor forms part of the Notice convening the Annual General Meeting.

19.2 Cost Auditors

Pursuant to Section 148 of Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, on recommendations of Audit Committee, your Directors has appointed M/S. S.K. Agarwal & Associates to audit the cost accounts of the Company for the financial year 2015-16.

A Resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

19.3 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/S. P.P.Shah & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed herewith as "Annexure E". It does not contain any qualification, reservation or adverse remark except for Non- appointment of Chief Financial Officer (CFO) and not spending of amount towards Corporate Social Responsibility (CSR) by the Company.

As per the provisions of section 203 (1) of the Companies Act, 2013, the Company is required to appoint CFO. The Company is in process of finding suitable person as its Chief Financial Officer. The said provision will be complied in near future. The company was unable to spend the two per cent of the average net profit of the last three financial years as this is the first year of implementation of CSR Policy and it was time consuming to understand the exact nature of project, location of suitable site, finalization of project etc.However, the Company is in process of identifying the areas for implementation of CSR. The Company would ensure in future that all the provision are compiled to the fullest extent.

20. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year under review were in the ordinary course of business and on arm''s length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. Your Directors draw attention of the members to note no. 32 to the standalone financial statement which sets out related party disclosures.

The Company has developed a Related Party Transactions Policy which has been uploaded on the website of the Company and web-link thereto has been provided in the Corporate Governance report.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has set up an Internal Complaints Committee (ICC) for providing redressal mechanism pertaining to Sexual harassment of women employees at workplace. The Company has not received any compliant pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

22. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its executive management should collectively identify the risks impacting the Company''s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is also defined. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance officer and have direct access to the Chairman of the Audit Committee. The Whistle-blower Policy is placed on the website of the Company.

25. BOARD MEETINGS

During the Financial year, total 4 (Four) meetings of the Board of Directors were held on 30th May, 2014, 11th August, 2014, 14th November, 2014 and 13 th February, 2015 respectively.

26. AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. As on date, it comprises of Mr. S. S. Thakur (Chairman of Committee), Mr. Rajesh Pandey, Mr. Jagannadham Thunuguntla and Ms. Jyoti Rai. The Company Secretary of the Company acts as Secretary of the Committee.

27. NOMINATION & REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The detail of the same has been disclosed in the corporate governance report.

28. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, performance evaluation of Board and that of its committees and individual Directors was carried out. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, participation by all directors and developing consensus amongst the directors for all decisions. The Chairman was evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the view of the executive directors and non-executive directors.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts/tribunals which would impact the going concern status of the Company and its future operations.

30. VOLUNTARY DELISTING OF SHARES FROM METROPOLITAN STOCK EXCHANGE OF INDIA LIMITED (*ERSTWHILE MCX STOCK EXCHANGE LIMITED)

As there was no trading of the equity shares of the Company on Metropolitan Stock Exchange of India Limited*, the Board of Directors has, at its meeting held on 30th May, 2014 has approved voluntarily delisting of total 266912700 equity shares of Re. 1/- each of the Company from the Metropolitan Stock Exchange of India Limited*. On application of the Company, the Metropolitan Stock Exchange of India Limited*has, vide letter dated June 30, 2014 approved the delisting of the aforesaid equity shares of the Company from the exchange and the said shares has been suspended from trading w.e.f. July 03, 2014 and delisted from capital market segment of the Exchange w.e.f. July 08, 2014. However, the equity shares of the Company continue to be listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited having nationwide trading terminals.

31. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

During the year under review, the Company has not given any loan or guarantee or provided security in connection with loan to any other body corporate or person as specified in Section 186 of the Companies Act, 2013. For information pertaining to Investments, kindly refer notes to financial statements.

32. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There were no employees of the Company drawing remuneration exceeding the specified limit during the year under consideration, hence the details prescribed under Section 197(12) ofthe Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable.

Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read

with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2014-15 and

(ii) The percentage increase in remuneration of each Director and Company Secretary in the financial year 2014-15.

Sr. Name of the Director/KMP Remuneration Ratio of No. and Designation* of remuneration Director/KMP each director for financial the median (Rs. in Million) employees

1 Mr. Atit Agarwal 2.77 11.40 Chairman and Whole Time Director



2. Mr. S.S.Thakur 0.53 2.18 Independent Non-Executive Director

3 Ms. Alpa Ramani 0.33 — Company Secretary

Sr. Name of the Director/KMP % increase in No. and Designation* of remuneration in to the financial year 2014-15

1 Mr. Atit Agarwal 25.00% Chairman and Whole Time Director

(Increase w.e.f 22.08.2014)

2. Mr. S.S.Thakur Independent Non-Executive Director

3 Ms. Alpa Ramani 29.63% Company Secretary

*Details not given for Mr. V.K. Chopra, Mr. Michael Freedman, Mr. JagannadhamThunuguntla and Ms.

Jyoti Rai as they were Directors only for part of the financial year 2014-15.Details not given for Mrs. Swati

Agarwal and Mr. Rajesh Pandey as they did not receive any remuneration from the Company.

(iii) The Median Remuneration of employees of the Company for the financial year 2014-15 is Rs. 0.24 Million and there was an increase of 21.69 % compared to the previous financial year.

(iv) The number of permanent employees on the rolls of the Company is 267 for the financial year ended March 31,2015.

(v) Average increase in employee''s remuneration was around 16%. Revenue for the financial year ended March 31, 2015 decreased by 17.34 % as compared to previous year. Factors considered while recommending increase in compensation are Industry bench marking and overall Contribution made by the individuals.

(vi) The remuneration of Key Managerial Personnel(KMP) of the Company and the percentage increase in the remuneration of the KMP during 2014-15 is as given in (i) and (ii) above. The total remuneration of Key Managerial Personnel increased by approx. 27% .The performance of the Company is as stated in (v) above.

(vii) The market capitalization of the Company as on March 31,2015 was around 33,097 million as compared to 25,423 million as on March 31, 2014. Price Earnings Ratio of the Company was 100 as on March 31, 2015 as against 50.13 as on March 31,2014.

Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer- Not Applicable

(viii) Average percentage increase made in the salaries of employees other than the key managerial personnel for the FY 2014-15 was approx. 16%. The increase in the remuneration of key managerial personnel was approx.27%. The increase in remuneration is determined based on the performance of the employees of the company.

(ix) The remuneration of each of the KMP is given in (i) and (ii) above. The performance of the Company, in comparison, is stated in (v) above.

(x) The remuneration of Whole-Time Director of the Company does not include any variable component. The key parameters for the variable component of remuneration availed by Independent Non-Executive Directors is based on their attendance and contribution at the Board and Committee Meetings.

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable.

(xii) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

33. HUMAN RESOURCES

The industrial relations at the manufacturing facilities of your Company have been cordial during the year. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.

34. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

35. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

36. ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities and members of the Company.

Your Directors would further like to record their appreciation for the unstinted effort put by all Employees of the Company during the year.

For and on behalf of the Board,

Place : Mumbai Atit Agarwal Date : 26th May, 2015 Chairman & Whole Time Director


Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting this Thirty First Annual Report on the business and operations of your Company with the Audited Statement of Accounts for the year ended 31st March 2013.

1. FINANCIAL PERFORMANCE Financial Results

(Rs. in Millions)

2012-13 2011-12

Sales and Other Income 15215.36 10760.17

Profit before Interest, Depreciation & Tax 1717.96 1210.61

Less: Interest (Net) 278.63 61.49

Profit before Depreciation & Tax 1439.33 1149.12

Less: Depreciation 921.21 542.29

Profit before Tax 518.12 606.83

Less: Provision for Taxation 44.70 117.35

Net Profit after Tax 473.42 489.48

Balance Brought Forward from previous year 2134.33 1675.87

Profit available for appropriations 2607.75 2165.35

Appropriations

Transfer to General Reserve

Proposed Dividend - Equity Shares 26.69 26.69

Corporate Dividend Tax 4.54 4.33

Balance carried to Balance Sheet 2576.52 2134.33

2. OPERATIONS

Your Company earned revenue of Rs. 15215.36 Millions for the year ended 31st March, 2013, an increase of about 41.40 % as compared to Rs. 10760.17 Millions in the previous financial year.

The year under review was one of the most challenging in recent times, due to rise in raw material costs and economic uncertainty across the world. There were also tremendous inflationary pressures in the manufacturing, environment, including significant increases in power, manpower and interest costs. These were passed on to customers over the period, but impacted margins of the Company through some part of the year. However, we continue to be one of the largest manufacturers of PVC products in the world and our marketing aimed at novel products and novel markets has enabled us to grow in domestic and global market.

Despite the constraints and the challenging environment, the company earned Net Profit after Tax of Rs. 473.42 Millions compared to Rs. 489.48 Millions in the previous year.

3. DIVIDEND

Considering the profitability for the year under consideration and the future capital requirements of the Company, your Directors recommended a Dividend of 10 % ie. 0.10 per Equity Share of Re. 1/- each for the year ended 31st March 2013 and seek your approval for the same.

4. APPLICATION TO MCX STOCK EXCHANGE LIMITED (MCX-SX).

The Company has applied for the listing on MCX Stock Exchange Limited (MCX-SX) for the secondary equity listing as per resolution dated 18th January, 2013.

5. CONSOLIDATED FINACIAL STATEMENTS

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 6th May, 2013, approved the Audited Consolidated Financial Statements for the financial year 2012-13 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of its subsidiary, and forms part of this report. The Consolidated Financial Statements of your Company for the financial year 2012-13, are prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India.

The annual accounts and financial statements of the subsidiary company of your Company and related detailed information shall be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary company for the financial year 2012-13. A statement of summarized financials of the subsidiary of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Office, forms part of this report.

6. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. Swati Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. Accordingly, her re- appointment forms part of the notice of the ensuing Annual General Meeting.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

As required by section 217(2AA) of the Companies Act, 1956, your Board of Directors hereby state:

- that in preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the Directors have prepared the annual accounts on a going concern basis.

8. CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the stock exchanges. A separate report on Corporate Governance and a certificate from M/s. P. P. Shah & Co., Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report. Further, a declaration signed by the Chairman cum Whole Time Director, affirming compliance with the code of conduct by all the Board members and senior management personnel along with certificate from CEO/CFO required under clause 49(V) of the Listing Agreement is also given therein.

9. PLEDGE OF SHARES

None of the equity shares of the Directors of the Company are pledged with any banks or financial institutions.

10. PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration exceeding the specified limit, during the year under consideration, hence details prescribed under section 217(2A) of the Companies Act, 1956, read with Companies (particulars of employees) Rules, 1975 are not applicable.

11. PUBLIC DEPOSITS

The Company has not accepted any public deposits during the year under review.

12. AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, who are the statutory auditors of the Company, hold office in accordance with the provisions of the Act upto the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

13. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, the Management Discussion & Analysis Report for the year under review is given under a separate section and forms part of the Annual Report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988. The required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure to the Directors'' Report.

15. GROUP

Pursuant to intimation from the promoters, the names of the promoters & entities comprising the "Group" are disclosed in the Annual report for the purpose of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

16. INDUSTRIAL RELATIONS

The industrial relations at the manufacturing facilities of your Company have been cordial during the year. Your Directors wish to place on record the commitment and involvement of the employees at all levels and look forward to their co-operation.

17. ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments Local Authorities and also the Shareholders of the Company.

Your Directors would further like to record their appreciation for the unstinted effort put by all Employees of the Company during the year.

For and on behalf of the Board

For Responsive Industries Limited

Place : Mumbai Atit Agarwal

Date : 6th May, 2013 (Chairman)


Mar 31, 2012

The Directors have pleasure in presenting this Thirtieth Annual Report on the business and operations of your Company with the Audited Statement of Accounts for the Year ended 31st March 2012.

FINANCIAL PERFORMANCE

Financial Results (RS. in millions) 2011-12 2010-11

Sales and Other Income 10760.16 7267.53

Profit before Interest,Depreciation & Tax 1210.60 996.29

Less:Interest (Net) 61.50 38.04

Profit before Depreciation & Tax 1149.10 9538.25

Less:Depreciation 542.29 283.49

Profit before Tax 606.81 674.76

Less:Provision for Taxation 117.34 122.04

Net Profit after Tax 489.47 552.72

Less:prior Period Adjustment - 4.17

Balance Brought Forward from previous year 1675.87 1157.72

Profit available for appropriations 2165.34 1706.27

Appropriations Transfer to General Reverse - -

Proposed Divided- Equity Shares 26.69 26.16

Corporate Dividend Tax 4.32 4.24

Balance carried to Balance Sheet 2134.33 1675.87

2. OPERATIONS

Your Company has posted a turnover of Rs.10760.16 millions, an increase of about 48% as compared to Rs.7267.53 million in the previous financial year. The Company recored a net profit of Rs.489.47 millions as against Rs. 548.55 millions in the corresponding previous financial year depicting a decline of 10.77%

3. DIVIDEND

considering the profitability for the year under consideration and future capital requirements of the Company. Your Directors recommended a Dividend of 10% i.e. 0.10 per Equity Share of Rs.1/- each fully paid up for year ended 31st March 2012 and seek your approval for the same.

4.ALLOTMENT OF EQUITY SHARES The Board in their meeting held on 15th February, 2012 has allotted 5267700 Equity Shares of Rs. 1/- each fully paid up at a premium of Rs. 110/- per share to the Promoters to Preferential basis.The said Equity share have been listed on BSE & NSE and admitted to dealings on the Exchanges on 23rd May, 2012 & 7th May, 2012 respectively.

5. CONSOLIDATED FINANCIAL STATEMENTS The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February,, 2011. issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of section 212 shall not apply to companies in relation to their subsidiaries, subject to fulfilling certain consolidations mentioned in the said circular with immediate effect. The Broad of Directors of your Company at its meeting held on 24th May,2112, approved the Audited Consolidated Financial Statements for the financial year 2011-12, approved the Accounting Standard (As-21) and other Accounting Standards issued by the Institute of Chartered Accounting of India as well as Clause 32 of the Listed Agreement, Which include financial information of its subsidiary, and forms part of this report. The Consolidated Financial Statements of your Company for the financial year 2011-12, are Prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Broad of India. The annual accounts and financial statements of the subsidiary company of year Company and related detailed information shall be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary company for the financial year 2011-12. A statement of summarized financial of the subsidiary of your Company including capital, reserves,total assets, total liabilities, details of investment,turnover,etc., pursuant to the General circular issued by Ministry of Corporate Office, forms part of this report.

6. DIRECTORS

In accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company, M. Atit Agrawal retires by rotation at the ensuring annual General Meeting and being eligible offers himself for reappointment. Accordingly, his re- appointment forms part of the notice of the ensuring Annual General Meeting.

7.DIRECTORS' RESPONSIBILITY STATEMENT

A required by section 217(2AA) of the Companies Act, 1956, your Board of Directors hereby state:

- that in preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date;

- that the Directors have proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- that the Directors have prepared the annual accounts on a going concern

8.CORPORATE GOVERNANCE The company as complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the stock exchanges. A separate report on Corporate Governance and a certificate from M/s. P. P Shah & Co,. Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance is given in a separate section and from parts of the Annual Report. Further, a declaration signed by the Chairman cum Whole Time Director, affirming compliance with the code of conduct by all the Board members and senior management personnel along with certificate from CEO/CFO required under clause 49(v) of the Listing Agreement ins also given therein.

9. PLEDGE OF SHARES

None of the equity shares of the Directors of the Company are pledged with any banks or financial institutions.

10. PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration exceeding the specified limit, during the year under consideration. hence details prescribed under section 217(2A) of the Companies Act, 1956, read with Companies(particulars of employees) Rules,1975 are not applicable.

11.PUBLIC DEPOSITS

The company has not accepted any public deposits during the year under review.

12.AUDITORS

M/s Haribhakti & Co., chartered Accountants, who are the statutory auditors of the Company, hold office in accordance with the provisions of the Act upto the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

13. MANAGEMENT DISCUSSION AND ANALYSIS

pursuant to clause 49 of the Listing Agreement with the stock exchanges, the Management Discussion & Analysis Report for the year under review is given under a separate section and forms part of the Annual Report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of section 217(1)(e) of the Companies Act,1956, read with the Companies(Disclosure of particulars in report of Broad Directors)Rules, 1988, The required information related to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure to the Directors' Report.

15. GROUP

Pursuant to intimation from the promoters.the names of the promoters & entities comprising the "GROUP" are disclosed in the Annual report for the purpose of the promoters & entities comprising Acquisition of Shares & Takeovers) Regulations,2011.

16. RECOGNITIONS AND AWARDS

During the Financial year 2011-12 your company received following recognition and Awards:

- Emerging Company of the year for 2011 by Economic Development Forum.

- Bharat Navnirman Ratna Award by Indian Organisation for Commerce and Industry.

- Global Achiever's Awards for Young Entrepreneur 2012 by Economic Development Forum.

- Certificate of Excellence by Inc.500

17. INDUSTRIAL RELATIONS The industrial relations at the manufacturing facilities of your Company have been cordial during the year. Your Directors wish to place on record the commitment and involvement of the employees at all levels and forward to their co-operation.

18. ACKNOWLEDGEMENTS

Your Directors express their thanks and appreciation to the shareholders. customers, bankers and all other business associates for the continuous support given by them the Company and their confidence in its management and to the employees of the Company for their valuable contributions.



For and on behalf of the Board For Responsive Industries Limited

Atit Agarwal (chairman) place : Mumbai

Date : 24th May, 2012


Mar 31, 2011

TO THE MEMBERS

The Directors have great pleasure in presenting this Twenty Ninth Annual Report on the business and operations of your Company with the Audited Statement of Accounts for the year ended 31st March 2011.

1. FINANCIAL PERFORMANCE

Financial Results (Rs. in millions)

2010-11 2009-10

Sales and Other Income 7267.53 5542.86

Profit before Interest, Depreciation & Tax 996.29 815.99

Less: Interest (Net) 38.04 41.33

Profit before Depreciation & Tax 958.25 774.66

Less: Depreciation 283.49 253.02

Profit before Tax 674.76 521.64

Less: Provision for Taxation 122.04 140.22

Net Profit after Tax 552.72 381.42

Less: Prior Period Adjustment 4.16 -

Balance Brought Forward from previous year 1157.72 805.21

Profit available for appropriations 1706.28 1186.63

Appropriations

Transfer to General Reserve - -

Proposed Dividend - Equity Shares 26.16 24.79

Corporate Dividend Tax 4.24 4.12

Balance carried to Balance Sheet 1675.88 1157.72

2. OPERATIONS

Your Company has posted a turnover of Rs.7178.61 millions, an increase of about 31.29% as compared to Rs.5467.71 Millions in the previous financial year. The Company recorded a net profit of Rs.552.72 millions as against Rs. 381.42 millions in the corresponding previous financial year depicting a rise of 44.91%

3. DIVIDEND

Considering the profitability for the year under consideration and the future capital requirements of the Company, your Directors recommended a Dividend of Re.0.10/- per Equity Share of Rs.l/- each (i.e.10%) for the year ended 31st March 2011 and seek your approval for the same.

4. SETTING UP OF MEGA PROJECT

During the year under consideration , the Company has set up an Expansion Project for the manufacture of PVC/CCF Leather Cloth and Vinyls Floorings at Company's factory located at Village Betegaon , Boisar (E) , Tal. Palghar Dist Thane and commercial production has been started.

5. SUB-DIVISION OF SHARES

The Company reinforced its investor-friendliness with another initiative: a sub-division of the face value of equity shares from Rs.10/- per share to Re.l/- per share in pursuance of the resolution passed by the shareholders in the Annual general meeting held on 10th September 2010.

This sub-division was carried with specific objectives: to increase the volume of floating stock, to increase affordability for smaller shareholders and stimulate a higher trading volume without increasing the Company's equity base. In view of the above, the authorized equity share capital of the Company was altered to 42,00,00,000 equity shares of Re.l/- each and and the issued and the paid-up share share capital of the Company to 26,16,45,000 equity shares of Re.l/- each.

6. LISTING ON NSE

For years, the Company's small equity capital prevented its listing on the National Stock Exchange of India. Following the stock split, your Company's equity increased, which made the listing possible. In the opinion of the management, the listing, which came into effect from October 2010 and help narrow the gap between the market capitalization and what the Company's fundamentals warrant.

7. ALLOTMENT OF EQUITY SHARES PURSUANT TO CONVERSION OF CCDs

The Board in their meeting held on 9th August 2010 has allotted 13,72,500 Equity Shares of Rs.10/- each at a premium of Rs.500/- per share pursuant to conversion of 0% 7000 Compulsorily Convertible Debentures (CCDs).

8. CONSOLIDATED FINACIAL STATEMENTS

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 20th May, 2011, approved the Audited Consolidated Financial Statements for the financial year 2010-11 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the financial year 2010-11, are prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India. The annual accounts and financial statements of the subsidiary company of your Company and related detailed information shall be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary Companies for the financial year 2010-11. A statement of summarized financials of the subsidiary of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Office, forms part of this report.

9. DIRECTORS

During the year 2010-11, Mr.Shobha Singh Thakur , Mr.Vijay Kumar Chopra , Mr.Akil Hirani and Mr. Michael Freedman have been appointed as Additional Directors. As per the provisions of Section 260 of the Companies Act, 1956, these Directors hold office only up to the date of the forthcoming Annual General Meeting of the Company, and are eligible for appointment as Directors. The Company has received notices under Section 257 of the Act, in respect of the above persons, proposing their appointment as Directors of the Company. Resolutions seeking approval of the Members for the appointment of Mr.Shobha Singh Thakur, Mr.Vijay Kumar Chopra , Mr.Akil Hirani and Mr. Michael Freedman as Directors of the Company have been incorporated in the Notice of the forthcoming Annual General Meeting along with brief details about them.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajesh Pandey retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Accordingly, his re- appointment forms part of the notice of the ensuing Annual General Meeting.

10. DIRECTORS' RESPONSIBILITY STATEMENT

As required by section 217(2AA) of the Companies Act, 1956, your Board of Directors hereby state:

- that in preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the Directors have prepared the annual accounts on a going concern basis.

11. CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the stock exchanges. A separate report on Corporate Governance and a certificate from M/s. P. P. Shah & Co., Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report. Further, a declaration signed by the Chairman cum Whole Time Director, affirming compliance with the code of conduct by all the board members and senior management personnel along with Certificate from CEO/CFO required under clause 49(V) of the Listing Agreement are also given therein.

12. PLEDGE OF SHARES

None of the equity shares of the directors of the Company are pledged with any banks, financial institutions.

13. PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration exceeding the specified limit, during the year under consideration, hence details prescribed under section 217(2A) of the Companies Act, 1956, read with Companies (particulars of employees) Rules, 1975 are not applicable.

14. PUBLIC DEPOSITS

The Company has not accepted any public deposits during the year under review.

15. AUDITORS

M/s. Haribhakti & Co., Chartered Accountants,, who are the statutory auditors of the Company, hold office in accordance with the provisions of the Act upto the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

16. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, the Management Discussion & Analysis Report for the year under review, is given under a separate section and forms part of the Annual Report.

17. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules , 1988 . The required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure to the Directors' Report.

18. GROUP

Pursuant to intimation from the promoters, the names of the promoters & entities comprising the "group" are disclosed in the Annual report for the purpose of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1977.

19. INDUSTRIAL RELATIONS

The industrial relations at the manufacturing facilities of your Company have been cordial during the year. Your directors wish to place on record the commitment and involvement of the employees at all levels and look forward to their co-operation.

20. ACKNOWLEDGEMENTS

Your Directors express their thanks and appreciation to the shareholders, customers, bankers and all other business associates for the continuous support given by them to the company and their confidence in its management and to the employees of die Company for their valuable contributions.

For and on behalf of me Board

For Responsive Industries Limited

Place : Betegaon AtitAgarwal

Date : 20th May ,2011 (Chairman)




Mar 31, 2010

The Directors have pleasure in presenting herewith their Twenty Eighth Annual Report of your Company together with the Audited Financial statements for the year ended on 31st March, 2010

Financial Results

The performance of the Company for the financial year ended 31 st March. 2010 is summarised below:

(Rs. in Million)

Description Year ended 31.03.2010 Year ended 31.03.2009

Sales & Other Income 5498.68 4384.68

Profit before Interest and Depreciation 816.00 526.41

Less: Interest 41.34 3.08

Profit Before Depreciation 774.66 523.33

Less: Depreciation 253.02 207.77

Profit before Tax 521.64 315.56

Less: Provision for Taxation

Current Tax 94.59 39.72

Deferred Tax 43.61 7.47

Fringe Benefit Tax - 1.87

Tax Adjusted for earlier Years 2.02 0.46

Net Profit for the year after Tax 381.42 266.05

Less: Loss of Responsive Polymers International Ltd. on account of amalgamation - (46.24)

Add: Profit brought forward from Previous Period 805.21 596.65

Amount available for appropriation 1186.62 834.22

Proposed Dividend 24.79 24.79

Corporate Dividend Tax 4.12 4.21

Transferred to General Reserve - -

Balance carried forward to Balance Sheet 1157.72 805.21

Operations

The total turnover of the Company during the period under review stood at Rs. 5467.71 Million with Profit after Tax amounting to Rs. 381.42 Million as compared to Turnover of Rs. 4270.65 Million with Profit after Tax amounting to Rs. 266.05 Million, of previous year. Your Directors are confident that inspite of the slowdown of the Global Economy during the financial year 2009-10 whereby Indian Economy was also affected and witnessed a sharp slowdown in most of the sectors of the Economy, the Companys performance is satisfactory. During the current year the Company shall endeavour to perform better.

Dividend

The Directors recommend for consideration of the shareholders, at the ensuing Annual General Meeting, payment of dividend of Re.1/- per share {10 per cent) for the year ended 31st March, 2010. The amount of dividend and tax thereon aggregates to Rs. 28.91 Million.

Mega Project Status

The Company is proposing to set up an Expansion Project for the manufacture of PVC/CCF Leather Cloth (11000 MTPA) and Vinyl Floorings (35000 MTPA) at Betegaon, Boisar (E), Tal. Palghar Dist Thane.

The Govt, of Maharashtra has conferred the status of "Mega Project" to Companys aforesaid project. This status will enable the Company to avail various incentives from the Govt, of Maharashtra in due course of time.

Preferential Allotment

During the year, your Company raised an aggregate of Rs. 700 Million through Preferential issue of 7000,0 % Compulsorily Convertible Debentures of face value of Rs. 1,00,000 each at par convertible into Equity shares from Foreign Corporate Bodies.

Outstanding CCDs

7000, 0 % Unsecured Compulsorily Convertible Debentures (CCDs) of Rs. 100000/- each are being converted into 13,72.500 Equity shares of Rs. 10 each at a premium of Rs. 500 per share.

Subsidiary Companies

Your Company has one subsidiary company i.e. Axiom Cordages Limited. A statement pursuant to Section 212 of the Companies Act. 1956, in respect of Axiom Cordages Limited and its financial statements for the financial year 2009-10 together with the Report of the Directors and Auditors thereon are attached to the accounts of the Company.

Consolidated Financial Statements

In compliance with Clause 32 and Clause 50 of the Listing Agreement, as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements along with the Auditors Report have been annexed with this report.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company. Mr. Santosh Shinde retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Accordingly, his re-appointment forms part of the notice of the ensuing Annual General Meeting.

Directors Responsibility Statement

As required by section 217(2AA) of the Companies Act, 1956. your Board of Directors hereby state:

- that in preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March. 2010 and of the 1 profit of the Company for the year ended on that date;

- that the Directors have taken proper ana sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the Directors have prepared the annual accounts on a going concern basis.

Corporate Governance

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the stock exchanges. A separate report on Corporate Governance and a certificate from M/s. P. P. Shah & Co., Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report. Further, a declaration signed by the Whole Time Director, affirming compliance with the code of conduct by all the board members and senior management personnel along with Certificate from CEO/CFO required under clause 49(V) of the Listing Agreement are also given therein.

Pledge of Shares

None of the equity shares of the directors of the Company are pledged with any banks, financial institutions.

Particulars of Employees

There was no employee drawing remuneration exceeding the specified limit, during the year under consideration, hence details prescribed under section 217(2A) of the Companies Act. 1956, read with Companies (particulars of employees) Rules. 1975 are not applicable.

Public Deposits

The Company has not accepted any public deposits during the year under review.

Auditors

The Companys Statutory Auditors M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Auditors Qualifications

Regarding Auditors qualifications, the Directors state as follows:

For Item 4(iv) of Audit Report:

No provision for Employee Benefits has been made by the Company and the same shati be accounted for as and when paid . This is not in accordance with the Accounting Standard 15 (AS - 15) on "Employee benefits". The liability towards gratuity premium is not presently ascertained. However, the Company will account for the same in the ensuing financial year in accordance with AS - 15.

Management Discussion and Analysis

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, the Management Discussion & Analysis Report for the year under review, is given under a separate section and forms part of the Annual Report.

Conservation of Energy, Technological Absorption, Foreign Exchange Earnings and Outgo

In accordance with the provisions of section 21 7(1 )(e) of the Companies Act. 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 the required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure to the Directors Report.

Acknowledgements

Your Directors express their thanks and appreciation to the shareholders, customers, bankers and all other business associates for the continuous support given by them to the Company and their confidence in its management and to the employees of the Company for their valuable contributions.

For and on behalf of the Board

For Responsive Industries Limited

Place: Betegaon Atit Agarwal

Date: 9th August, 2010 (Chairman)

 
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