Directors Report of Responsive Industries Ltd.

Mar 31, 2025

1. Your Directors are pleased to present the 43^rd Annual Report on the business and operations of the Company
for the year ended March 31,2025.

2. FINANCIAL HIGHLIGHTS

Highlights for the financial year are as under:

(Rs. in lakhs)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	55573.89	65494.71	141791.19	108697.31
Other Income	839.95	1680.32	841.27	1842.59
Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense	11713.54	10865.92	30342.13	26124.62
Less: Depreciation/Amortisation /Impairment	5171.40	4594.55	6968.41	6623.35
Profit before Finance Costs, Exceptional items and Tax Expense	6542.14	6271.37	23373.72	19501.27
Less: Finance Cost	2278.38	2025.24	2395.92	2291.73
Profit before Exceptional items and Tax Expense	4263.76	4246.12	20977.80	17209.54
Profit before Tax	4263.76	4246.12	20977.80	17209.54
Less: Tax Expense (Current and Deferred)	1091.58	1082.91	1091.63	1082.91
Profit after Tax for the year	3172.18	3163.22	19886.17	16126.64
Other Comprehensive Income	4.81	1.18	1215.03	609.45
Total Comprehensive Income	3176.99	3164.40	21101.20	16736.09
Earnings Per Share (EPS) of Re.1/- each	1.19	1.19	7.46	6.05

3. PERFORMANCE OF THE COMPANY AND INDUSTRY OVERVIEW
Standalone:

The sales turnover for FY 2024-25 stood at Rs.55573.89 lakhs as against a total sales turnover of Rs.65494.71
lakhs in the previous year. The Company made a Profit before tax of Rs.4263.76 lakhs for the year 2024-25 as
compared to Rs.4246.12 lakhs in the previous year. The Profit after tax was at Rs.3172.18 lakhs as compared to
Rs.3163.22 lakhs in the previous year.

Consolidated:

The sales turnover for FY 2024-25 stood at Rs.141791.19 lakhs as against a total sales turnover of Rs.108697.31
lakhs in the previous year. The Company made a Profit before tax of Rs.20977.80 lakhs for the year 2024-25 as
compared to Rs.17209.54 lakhs in the previous year. The Profit after tax was at Rs.19886.17 lakhs as compared
to Rs.16126.64 lakhs in the previous year.

4. NATURE OF BUSINESS

The Company continues to be engaged in the activities pertaining manufacturing of polyvinyl chloride (PVC) based
products. The Company produces and supplies a range of products, including vinyl flooring, synthetic leather/
ropes and luxury vinyl tile (LVT-SPC, waterproofing membranes (PVC covers) having 30 product categories.
The Company also offers synthetic leather in various colors and series; and luxury vinyl tile in the various collections
such as Tranquil, Resonate, Inspire, Natural Wood, Opulence and Carpet Touch. The Company’s products find
application across multiple industries including hospitality, transportation, healthcare, IT and telecom, retail, sports
infrastructure, education and real estate.

There has been no change in the nature of business of the Company during the period under review.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Management’s Discussion and Analysis Report pursuant to Regulation 34(2) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI LODR Regulations”)
for the year under review is provided in a separate section forming part of the Annual Report as Annexure 1.

6. CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a code of self-discipline. In the line with this policy, the
Board of Directors strongly believes that it is very important that the Company follows the Corporate Governance
practices in letter and spirit and reports to the shareholders the progress made on the various measures undertaken
by the Company from time to time.

A Report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company regarding
the compliance of conditions of Corporate Governance in terms of Regulation 34(3) and Part C of Schedule V
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, (the “SEBI LODR Regulations”) forms part of this Annual Report as Annexure 2.

7. DIVIDEND

Your Directors are pleased to recommend for approval of the Members a Final Dividend of Re.0.10/- per equity
share of face value of Re.1/- each (at the rate of 10%) per equity share for the financial year 2024-25. The
dividend shall be payable to those eligible shareholders whose name appear in the Register of Members as on
Record Date. This dividend on equity shares, if approved by the Members, would amount to Rs.266.60 lakhs. The
final dividend, subject to the approval of the shareholders at the ensuing Annual General Meeting (“AGM”) of the
Company, will be paid within the statutory period in accordance with the provisions of the Companies Act, 2013
and SEBI LODR Regulations.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or
distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly,
make the payment of the final dividend after deduction of tax at source, wherever applicable.

In compliance of Regulation 43A of the SEBI LODR Regulations, the Company has formulated a Dividend
Distribution Policy which, inter alia, specifies the various factors, that shall be considered while declaring dividend
and the circumstances under which the shareholders of the Company may or may not expect dividend.

The Policy is available on the Company’s website at https://www.responsiveindustries.com/policies/.

8. TRANSFER TO RESERVES

The Board of Directors of the Company do not propose to transfer any amount to reserves for the year ended
March 31,2025.

9. SHARE CAPITAL
Authorised Capital:

The Authorised capital of the Company as on March 31,2025 is Rs.1,22,00,00,000/-.

Paid-up Capital:

The Paid-up Equity Share Capital as on March 31,2025 stands at Rs.26,66,08,544/- comprising of 266608544
equity shares of Re.1/- each fully paid-up.

10. AUDIT OF RECONCILIATION OF SHARE CAPITAL

In compliance with the Regulation 76 of Securities and Exchange Board of India (Depositories and Participants)
Regulations, 2018, as amended; M/s. Mayank Arora & Co., Practicing Company Secretaries undertake a
Reconciliation of Share Capital Audit to reconcile total share capital admitted with National Securities Depository
Limited (‘NSDL’) and Central Depository Services (India) Limited (“CDSL”), with the issued and listed capital of
the Company. This audit is undertaken every quarter and the report thereon is submitted to the Stock Exchanges
within prescribed timelines and is placed before the Board at its meetings.

11. SUBSIDIARIES COMPANIES/ STEP DOWN SUBSIDIARIES

Your Company as on March 31,2025, has 3 (three) subsidiaries and one step-down subsidiary viz:

• Responsive Industries Limited, Hong Kong,

• Responsive Industries LLC, USA

• Axiom Cordages Limited, Hong Kong (step-down subsidiary)

12. MATERIAL SUBSIDIARIES

In terms of Regulation 16(1)(c) of the SEBI LODR Regulations, Material Subsidiary shall mean a subsidiary,
whose income or net worth exceeds ten per cent of the consolidated income or net worth, respectively, of the
Company and its subsidiaries in the immediately preceding accounting year. Accordingly, the Company has one
material overseas subsidiary company as on March 31,2025, namely, Responsive Industries Limited, Hong Kong
(“RIL HK”).

Further, in terms of Regulation 24(1) of the SEBI LODR Regulations, at least one Independent Director on the
Board of the Company shall be a Director on the Board of an unlisted material subsidiary, i.e. a subsidiary,
whose income or net worth exceeds twenty per cent of the consolidated income or net worth respectively,
of the Company and its subsidiaries in the immediately preceding accounting year. In compliance with the said
provisions, Ms. Mita Jha (DIN: 07258314), Independent Director was appointed as a Director on the Board of RIL
HK w.e.f. February 05, 2024.

The Minutes of the meetings of the Board of Directors the subsidiaries are placed before the Board of Directors
for their review and noting.

13. POLICY ON MATERIAL SUBSIDIARIES

In accordance with Regulation 16(1)(c) of SEBI LODR Regulations, the Company has adopted a policy
for determining material subsidiaries. The said policy is available on the website of the Company at
https://www.responsiveindustries.com/policies/.

14. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared in accordance with the “Ind AS” issued by the
Institute of Chartered Accountants of India.

Pursuant to Section 129(3) of the Companies Act, 2013 (“the Act”) read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing salient features of the financial statements of subsidiaries is given in Form
AOC-1 in this report

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements
along with relevant documents of the Company and separate audited financial statements in respect of subsidiaries
are available on the website of the Company at https://www.responsiveindustries.com/annual-report/.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with Regulation 19(4) read with Part D of the Schedule II of the SEBI LODR Regulations, the
Nomination and Remuneration Committee of the Board of Directors of the Company has devised a Policy
to promote diversity on the Board of Directors which aims to ensure that the Board shall have an optimum
combination of Executive, Non-Executive and Independent directors in accordance with requirements of the
Act, SEBI LODR Regulations and other statutory, regulatory and contractual obligations of the Company.
The Policy is available on the website of the Company at https://www.responsiveindustries.com/policies/.

The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge,
skill, regional and industry experience, cultural and geographical background, age, race and gender, which will
ensure that the Company retains its competitive advantage.

16. BOARD OF DIRECTORS

As on March 31,2025, the Board of your Company comprises of 6 (six) Directors, including 3 (three) Independent
Directors (including two Women Independent Directors), 1 (one) Whole-Time Director & CEO and 1 (one)
Executive Director. The Chairman is the Non-Executive Non-Independent Director.

17. APPOINTMENT OF DIRECTORS:

During the year, the Company had not appointed any person on the Board.

18. RESIGNATION/ CESSATION OF DIRECTORS:

During the year, none of the Directors have resigned from the directorship of the Company.

19. RE-APPOINTMENT OF DIRECTOR:

In accordance with the provisions of Section 149, 152 and other applicable provisions of the Companies Act,
2013, one-third of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer
themselves for re-appointment at every Annual General Meeting (“AGM”). Consequently, Mr. Rishabh Agarwal
(DIN: 05011607) shall retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment
in accordance with the provisions of the Companies Act, 2013.

The brief resume of Director seeking re-appointment at the ensuing AGM along with other details in pursuance
of Regulation 36(3) of the SEBI LODR Regulations, is enclosed herewith as Annexure 5 and is annexed to the
Notice of the Annual General Meeting.

The Board has confirmed that Mr. Rishabh Agarwal satisfies the fit and proper criteria as prescribed under the
applicable regulations and that he is not disqualified from being appointed as a director in terms of Section 164(2)
of the Companies Act, 2013. The Board recommends the re-appointment.

20. INDEPENDENT DIRECTORS

The Independent Directors of your Company possess the integrity, expertise and experience including the
proficiency required to be Independent Directors of the Company, meets the criteria of independence as specified
in the Act and the SEBI LODR Regulations and are independent of the management and have also complied with
the Code for Independent Directors as prescribed in Schedule IV of the Act.

The Independent Directors of the Company have confirmed that they have registered themselves with the Indian
Institute of Corporate Affairs, Manesar and have their name included in the databank of Independent Directors
within the statutory timeline.

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity
and possess the requisite expertise and experience required to fulfil their duties as Independent Directors.

The information required pursuant to Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 (“the Rules”) in respect of the ratio of remuneration of a
director to the median remuneration of the employees of the Company for the financial year is annexed herewith
as Annexure 7 to this Report.

During the year under review, the Independent directors were not paid any Commission.

21. PERFORMANCE EVALUATION OF THE BOARD

In accordance with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI LODR Regulations;
the Board has carried out an annual performance evaluation of its own performance, the Director individually as
well as the evaluation of the Board as a whole and working of its Committees.

The Company has in place a policy for the performance evaluation of Independent Directors, Board of
Directors, Committees, and other individual Directors, which includes criteria for performance evaluation of the
Non-Executive Directors and Executive Director. The said policy is available on the website of the Company as
https://www.responsiveindustries.com/policies/.

Pursuant to the provisions of the Companies Act, 2013, and SEBI LODR Regulations, a separate meeting of
Independent Director was held on February 10, 2025 wherein the Independent Directors has carried out an
annual evaluation of its performance and that of its Board and Committees as well as the performance of the
Directors including the Chairman and Whole-Time Director individually. A structured questionnaire 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 was circulated and
feedback was sought and the evaluation was carried out based on responses received from the Directors.

22. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies
Act, 2013 and Regulation 25(8) of SEBI LODR Regulations in respect of meeting the criteria of independence
provided under Section 149(6) of the Companies Act, 2013 and clause (b) of sub-regulation (1) of the Regulation
16 of SEBI LODR Regulations. The annual declaration as required under the Companies Act, 2013 and SEBI

LODR Regulations were received from all the Directors and the same was placed before the Board and noted the
same.

23. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them,
your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013.

• that in the preparation of the annual financial statements for the year ended 31^st March 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures; if
any;

• that the accounting policies as mentioned in Note No.2 to the financial statements have been selected and
applied consistently and judgments and estimates have been made 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
and loss of the Company for that period;

• 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;

• that the annual financial statements have been prepared on a going concern basis;

• that proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively; and

• that systems to ensure compliance with the provisions of all applicable laws are in place and were adequate
and operating effectively.

24. MEETINGS OF THE BOARD

During the year under review, 7 (seven) meetings of the Board of Directors were held. The details of attendance
at meetings of the Board, its Committees and the Annual General Meeting (“AGM”) are included in the Corporate
Governance Report, which forms part of this Annual Report.

25. COMMITTEES OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 and rules made thereunder and in accordance
with the provisions of SEBI LODR Regulations; the Company has constituted the following Committees of the
Board and the details such as, terms of reference, meetings and attendance of each of these Committees are
provided in the Corporate Governance Report, which forms part of this Annual Report.

a) Audit Committee

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 19 of the SEBI
LODR Regulations, 2015, the Company has established Audit Committee and the chairperson of the audit
committee is an Independent Director. The Company Secretary acts as the secretary to the audit committee.
The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report
forming part of this Annual Report.

All the recommendations made by the Audit Committee in its meeting held during the year were accepted by
the Board of Directors.

b) Nomination and Remuneration Committee

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the
SEBI LODR Regulations, 2015, the Company has established the Nomination and Remuneration Committee
(“NRC”) comprises of all Non-Executive Directors and Independent Directors. The chairperson of the NRC
is an independent director. The details of its constitution, terms of reference of the said are set out in the
Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Nomination and Remuneration Committee in its meeting held during
the year were accepted by the Board of Directors.

c) Stakeholders Relationship Committee

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI
LODR Regulations, 2015, the Company has established Stakeholders Relationship Committee (“SRC”).
The chairperson of committee is a non-executive director. The details of its constitution, terms of reference of
the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Stakeholders Relationship Committee in its meeting held during the
year were accepted by the Board of Directors.

d) Risk Management Committee

In accordance with the provisions of Regulation 21 of the SEBI LODR Regulations, 2015 as amended from
time to time, every top 1000 listed company shall establish the Risk Management Committee; accordingly,
the Company has established the Risk Management Committee (“RMC”). The chairperson of the committee
is the member of the board of directors. The details of its constitution, terms of reference of the said are set
out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Risk Management Committee in its meeting held during the year were
accepted by the Board of Directors.

e) Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Company has established Corporate Social Responsibility
Committee (“CSR”). The details of its constitution, terms of reference of the said are set out in the Corporate
Governance Report forming part of this Annual Report.

All the recommendations made by the Corporate Social Responsibility Committee in its meeting held during
the year were accepted by the Board of Directors.

26. KEY MANAGERIAL PERSONNEL (“KMP”)

Pursuant to the provisions of Section 203 of the Act, the following persons have been designated as Key Managerial
Personnel of the Company as of March 31,2025:

1. Mr. Mehul Vala, Whole-Time Director & CEO

2. Mr. Sadanand Morab, Executive Director

3. Mr. Bhavneet Singh Chadha, Chief Financial Officer and

4. Ms. Mohini Sharma, Company Secretary & Compliance Officer

Appointment/ Resignation of KMP’s during the year: There was no appointment/ resignation of KMP’s during
the year in the Company.

27. RELATED PARTY TRANSACTIONS

All the contracts /arrangements /transactions entered into by the Company during the financial year ended on
March 31,2025, with related parties were in the ordinary course of business and on an arm’s length basis and had
no conflict with the interest of the Company. All related party transactions were in compliance with the applicable
provisions of the Companies Act, 2013 and SEBI LODR Regulations and the Company’s Policy on Related Party
Transactions. All these transactions were reviewed and approved by the Audit Committee/ the Board of Directors
of the Company.

The Company had not entered into any contract/ arrangement/ transaction with related parties which could be
considered material, or which may have potential conflict with the interest of the Company; hence there is no
information to be provided as required under section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014. Accordingly, the disclosure of related party transactions as required
under section 134(3) (h) of the Companies Act, 2013 in form AOC-2 is not applicable.

All the Related Party Transactions including the transactions which are of repetitive nature and for which omnibus
approval is granted by the Audit Committee and the Board are placed before the Audit Committee for its review
and approval on a quarterly basis. All Related Party Transactions are subject to an independent review by the

Statutory and Secretarial Auditors of the Company to establish compliance with the requirements of Related
Party Transactions under the Companies Act, 2013 and SEBI LODR Regulations. None of the Directors has any
pecuniary relationship or transactions vis-a-vis the Company except remuneration drawn by self or their relative
in capacity of the Director or otherwise and sitting fees.

Your Company has formulated a policy on materiality of related party transactions and dealing with related party
transactions which has been amended from time to time to comply with the necessary amendments of various
enactments of law. The Policy is available on the website of the Company at https://www.responsiveindustries.
com/policies/.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contracts, arrangements or transactions entered into during fiscal 2025 that fall under the scope of
Section 188(1) of the Companies Act, 2013.

29. RISK MANAGEMENT

The Company acknowledges that risk is a fundamental aspect of business and is committed to managing risks
proactively and efficiently. The Company follows processes in identifying, assessing, monitoring and controlling
a wide range of risks that is applicable to the Company. The Company’s Risk Management process aims to
create value in uncertainty, ensure good governance, meet stakeholder expectations, and enhance resilience and
sustainable growth.

Effective risk-management can support strategy development in organisations, helping boards and senior
managers to develop strategies that are appropriate to the risk preferences of its stakeholders and the opportunities
and threats that exist within its operating environment.

There is an adequate mechanism in place for risks and uncertainties that can impact its ability to achieve its
strategic objectives, risk assessment, risk mitigation and minimization procedures and periodical review.

The Risk Management Committee established by the Company meets every quarter and is responsible to identify
the key risks that are applicable to the Company and suggests measures to improve the areas based on the
risk management report placed during its meeting. The comments/ suggestion as suggested by the Members of
the Committee are implemented and the action taken report for the same is placed at the subsequent meetings.
The Committee is also responsible for the implementation, tracking and reporting of defined mitigation plans,
including periodic reporting to the Audit Committee and Board.

The detailed terms of reference of the Risk Management Committee are included in the Corporate Governance,
which forms part of this Annual Report.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of the provisions of Regulation 34(2) of SEBI LODR Regulations as amended form time to time a report
on BRSR for the financial year ended March 31, 2025 is annexed as Annexure 3 which forms part of this
Annual Report.

31. CORPORATE SOCIAL RESPONSIBILITY
CSR Committee

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014 as amended from time to time, your Company has constituted a Corporate Social Responsibility
(CSR) Committee. The role of the Committee includes formulation and recommending to the Board, a CSR Policy
which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act and
any amendments thereto, recommendation of the amount of expenditure to be incurred on the CSR activities
as enumerated in Schedule VII of the Act and referred to in the CSR Policy of the Company, and to monitor the
CSR Policy from time to time and suggest the annual action plan for the CSR activities to be undertaken by the
Company.

CSR Policy

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Amendment Rules, the Corporate Social Responsibility Committee (“CSR Committee”),

your Company has in place a Corporate Social Responsibility Policy (“CSR Policy”) which is in consonance with
Section 135 indicating the activities to be undertaken by the Company, which has been approved by the Board.
The said policy is available on the Company’s website at the following link: https://www.responsiveindustries.com/
policies/.

Your Company’s CSR initiatives are as per the Company’s CSR Policy. The CSR program of the Company aims
to address the immediate and long term needs of the community and focus on where the Company can make the
major impact on marginalized sections of the society.

Annual Report on CSR

The Annual Report on CSR activities for the FY 2024-25 in accordance with Section 135 of the Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, giving details
of the composition of the CSR Committee, CSR Policy and projects undertaken by the Company during the
FY 2024-25 are outlined in the Report on CSR Activities annexed as Annexure 4 to this report.

32. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Pursuant to the provisions of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, as amended, declared dividends which remained unpaid or unclaimed for a period of seven years have
been transferred by the Company to the IEPF, which has been established by the Central Government.

The above Rules also mandate transfer of shares on which dividends are lying unpaid and unclaimed for a period
of seven consecutive years to IEPF Authority.

33. PUBLIC DEPOSITS

During the financial year ended on March 31, 2025, your Company has not invited or accepted any deposits
as per Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.
Therefore, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies
Act, 2013 and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

34. 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

None.

35. INSURANCE

All the properties of your Company including buildings, plant, machinery and stocks have been adequately insured.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company, which have
occurred between the end of the financial year of the Company to which the financial statements relate and the
date of this Annual Report.

37. POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA
FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a “Nomination & Remuneration Policy” which inter-alia includes Company’s policy
on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications,
positive attributes, independence of a director and criteria for performance evaluation of the Directors.
The Policy broadly lays down the guiding principles, philosophy and basis for payment of remuneration to
Executive and Non-Executive Directors, Key Managerial Personnel, Senior Management and other Employees.
The Nomination & Remuneration Policy of the Company has been posted on the website of the Company at
https://www.responsiveindustries.com/policies/.

38. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism policy to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical behaviour. The whistle blower or the complainant, under the said Policy, is entitled to direct

access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The details of the said
policy are explained in the Report on Corporate Governance forming part of this Annual Report. The policy is also
available on the website of the Company at https://www.responsiveindustries.com/policies/.

39. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has complied with the provisions of the constitution of the ‘Internal Committee’ as per the requirement
of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH
Act”). The Company has formed Internal Committee (IC) at factory and corporate offices. The Internal Committee
(IC) comprises of internal members and external member who has an extensive experience in the field. During
the financial year 2024-25, the Company has not received any complaint of sexual harassment.

The disclosures as required under POSH Act are given below:

Number of sexual harassment complaints received - 0
Number of sexual harassment complaints disposed - 0
Number of sexual harassment complaints pending - 0

40. MATERNITY BENEFITS ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including those
relating to maternity leaves facilities. The Company provides paid leave, continued salary and service, and post¬
maternity support like nursing breaks and flexible work options to its women employees.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

During the financial year ended on March 31,2025, there were no significant and material orders passed by the
Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the
Company in future.

42. AUDIT AND AUDITORS’ REPORT

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are
self-explanatory and in the opinion of the Directors, do not call for any clarifications.

a) Statutory Auditors and their Report

The first term of M/s. Shah & Taparia, Chartered Accountants (FRN: 109463W), as Statutory Auditors of the
Company shall come to an end upon conclusion of the ensuing AGM. The Board of Directors of the Company
at its meeting held on June 28, 2024, based on the recommendations of the Audit Committee, have appointed
M/s. Hinesh R. Doshi & Co LLP, Chartered Accountants (FRN No. 103677W/ W100056), in terms of Section
139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended),
as Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the ensuing 42^nd
Annual General Meeting till the conclusion of the 47^th Annual General Meeting at a remuneration as stated in
the Notice of 42^nd AGM dated June 28, 2024.

Further to the letter dated September 04, 2024 received from the proposed Statutory Auditors i.e. M/s. Hinesh
R. Doshi & Co LLP, Chartered Accountants wherein they had expressed their inability to accept the proposal
as Statutory Auditors due to pre-occupation of work, the Board of Directors based on the recommendation
of the Audit Committee at their meeting held on September 04, 2024 has re-appointed M/s. Shah & Taparia,
Chartered Accountants (FRN: 109463W) as Statutory Auditors of the Company for a second term of 5 (five)
consecutive years to hold office from the conclusion of 42^nd AGM till the conclusion of 47^th AGM (to be held
in calendar year 2029) in accordance with the provisions of Section 139 of the Companies Act, 2013 )”Act”)
and Rules made thereunder.

The appointment was confirmed by the shareholders at 42^nd AGM of the Company held on Friday, September
13, 2024 by passing the Ordinary Resolution.

b) Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014, the cost accounts and cost records are required to be maintained by the Company,
in respect of various manufacturing activities and are required to be audited. Accordingly, such accounts
and cost records are maintained in respect of various manufacturing activities. The cost audit report for the
financial year 2023-24 was filed with the Ministry of Corporate Affairs (“MCA”) on September 10, 2024.

There were no observations (including any qualification, reservation, adverse remark, or disclaimer) of the
Cost Auditors in the report issued by them for the financial year 2024-25 which call for any explanation/
comment from the Board of Directors.

Your directors have on the recommendation of the Audit Committee, appointed M/s. S. K. Agarwal & Associates,
Cost Accountants, (Firm’s Registration No. 100322), to conduct cost audit of the accounts maintained
by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.
The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of
Audit Committee. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)
(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

In compliance with the provisions of the Companies Act, 2013 and rules made thereunder, the remuneration
payable to the cost auditor is required to be placed before the members in a general meeting for their ratification.
Accordingly, a proposed resolution seeking the members’ ratification for the remuneration payable to
M/s. S. K. Agarwal & Associates, Cost Accountants is included in the Notice convening the Annual General
Meeting of the Company.

c) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the
Company, on the recommendation made by the Audit Committee, had appointed M/s. Mayank Arora & Co.,
Practising Company Secretaries, Mumbai as Secretarial Auditors of the Company for FY 2024-25 to conduct
the secretarial audit for the financial year 2024-25. M/s. Mayank Arora & Co. has confirmed that they are
eligible for the said appointment.

The details of the reports and certificate received from M/s. Mayank Arora & Co., Practising Company
Secretaries are as under:

a) Certificate on Corporate Governance is annexed to the report on Corporate Governance in terms of
Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Part C of Schedule
V of SEBI LODR Regulations forming part of this Annual Report.

b) Certificate of Non-Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C
Clause (10)(i) of SEBI LODR Regulations, is appended hereto as Annexure 6 to this report

c) Secretarial Audit Report in form MR-3 under Section 204 of the Act read with Rules made thereunder and
Regulation 24A of the SEBI LODR is appended hereto as Annexure 9 to this report.

d) Secretarial Compliance Report in relation to compliance with all applicable SEBI Regulations/ Circulars/
Guidelines issued thereunder, Secretarial Standards issued by the ICSI, pursuant to requirement of
Regulation 24A of the SEBI LODR Regulations.

The Secretarial Audit Report and Secretarial Compliance Report issued by M/s. Mayank Arora & Co., Practising
Company Secretaries for the financial year 2024-25, does not contain any qualification, reservation, or adverse
remark.

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, and subject
to the approval of the shareholders of the Company at the ensuing AGM, have approved the re-appointment of
M/s Mayank Arora & Co., Practising Company Secretaries as the Secretarial Auditors of the Company to conduct
the audit of the secretarial records for a period of five consecutive years from the financial year 2025-26 to the
financial year 2029-30 at a fee of Rs.3,50,000 (Rupees three lakhs and fifty thousand only) per annum (plus
applicable taxes), in terms of provisions of Regulation 24A of SEBI LODR Regulations read with SEBI Circular
No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31,2024 and the Companies Act, 2013.

M/s Mayank Arora & Co. is a firm of Practising Company Secretaries founded in 1987. The firm provides
professional services in the field of providing Secretarial Audit services, Insolvency & Bankruptcy and NPA
Consultancy, Consultancy related to RBI Matters, Financial Restructuring, Company Advisory in Fund Raising
through Public Issue., etc. The firm offers services viz, business registration, capital market services which
includes-IPO advisor, certification for IPO, rights, buybacks, open offers, delisting, corporate and transaction
advisory and other secretarial and internal audit services.

The firm is Peer Reviewed (PR No. 5923/2024) by the Institute of Company Secretaries of India. The firm consists

of 2 partners; 5 qualified professionals and trainees. The firm has its establishment in Mumbai with offices of
associates in Sangli, Pune, Vadodara, Ahmedabad, New Delhi and Rajasthan for domicile advantage.

Mr. Mayank Arora has given consent that the firm has not incurred any disqualification and eligible to be appointed
as Secretarial Auditor of the Company in terms of Regulation 24 (1A) of SEBI (LODR) Regulations, 2015.
The services to be rendered by M/s Mayank Arora & Co., as Secretarial Auditor are within the purview of Regulation
24 (1B) of SEBI LODR Regulations, 2015 read with SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185
dated December 31,2024.

43. REPORTING OF FRAUDS BY AUDITORS

In terms of the second proviso of Section 143(12) of the Companies Act, 2013, none of the Auditors of the
Company have reported any instances of frauds committed in the Company by its officers or employees during
the year 2024-25.

44. SECRETARIAL STANDARD DISCLOSURE

During the year under review, the Company was in compliance with the Secretarial Standards, i.e., SS-1 and SS-
2, relating to “Meetings of the Board of Directors” and “General Meetings” respectively issued by the Institute of
Company Secretaries of India (“ICSI”).

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

In accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, the information relating to the conservation of energy, technology absorption and foreign
exchange earnings and outgo are provided in Annexure 8 forming part of this Annual Report.

46. INTERNAL CONTROL SYSTEM

The Company has comprehensive internal control systems which are commensurate with the nature of its
business, its size and the complexity of its operations. They provide reasonable assurance on the effectiveness
and efficiency of its operations, reliability of financial reporting and compliance with the applicable laws and
regulations.

The Company ensures adherence with all internal control policies and procedures as well as compliance with
all regulatory guidelines in respect of the business, risk, branches and support functions. The internal control
systems are routinely tested and upgraded for both design and operational effectiveness by the Management and
are audited by both the Internal and Statutory Auditors.

The Audit Committee of the Board of Directors of the Company reviews the adequacy and effectiveness of these
systems and suggests improvements to strengthen the same. All the significant audit observations of the Internal
Auditors and follow-up actions were duly reported upon and discussed at the meetings of Audit Committee.

The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present
their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any.

47. INDUSTRIAL RELATIONS

The Company has maintained healthy, cordial and harmonious industrial relations at all levels during the year.

48. LISTING OF EQUITY SHARES:

Your Company’s equity shares are listed on the BSE Limited (“BSE”) and National Stock Exchange of India
Limited (“NSE”). The Company has paid listing fees as prescribed for Financial Year 2025-26. The securities of
the Company have not been suspended from trading in any of the stock exchanges during the year.

49. INVESTOR RELATIONS

The Company take utmost care in maintaining a healthy relationship with its investors. Following are the steps
taken by the Company to ensure that investors are well informed about the affairs of the Company:

a) Redressal of Investors Grievances:

The investor complaints/ grievances are resolved by the Company and also by the Company’s Registrar and

Share Transfer Agent viz. M/s. MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
being the Registrar and Share Transfer Agent of the Company as and when required.

b) Role of Stakeholders Relationship Committee:

The Stakeholders Relationship Committee (“SRC”) Committee of the Company is responsible to examine
and redress complaints by shareholders and investors. The status of quarterly complaints is also reported to
the Board of Directors of the Company.

The Company during the year had filed NIL quarterly reports of investor grievances with the stock exchanges
under SEBI LODR Regulations.

c) BSE Listing portal and NSE Electronic Application Processing System portal (“NEAPS”):

The Company ensures in compliance of applicable regulations of SEBI LODR Regulations and all the
compliances related filings or disclosures are made to the BSE Limited and NSE through web-based
applications viz., BSE listing portal and NEAPS portal within the stipulated timeline as prescribed under
the SEBI LODR Regulations. Online Dispute Resolution (“ODR”) Portal and Investor Query Module on the
website of the Company to track and redress the investor complaints and disputes in a speedy manner.

d) SCORES (SEBI complaints redress system):

SCORES is an online grievance redressal facilitation platform provided by SEBI. Complainants can lodge
grievances pertaining to securities market against SEBI regulated entities like listed companies, Registered
Intermediaries and Market Infrastructure Institutions. Investors shall first take up their grievances for redressal
with the entity concerned, through their designated persons/officials who handle issues relating to compliance
and redressal of investor grievances.

e) Email id for Investors:

Your Company has established an email id [e-mail] exclusively for Investor
servicing, and the same is prominently displayed on the Company’s website at www.responsiveindustries.com.

Your Company keeps its investors updated by posting all the disclosures made with the stock exchanges
in compliances with Regulation 46 of SEBI LODR Regulations from time to time. All the historical and latest
information of updates of the Company are promptly made available on the Investor Relations page available
on the website of the Company at the following link www.responsiveindustries.com.

50. ACKNOWLEDGEMENT

Your Directors express their appreciation for the co-operation and support given to the Company by its vendors,
dealers, business associates, consultants, bankers, financial institutions, auditors, solicitors central and state
governments and other stakeholders during the year for their continued co-operation and for the excellent support
received from them.

Your Directors place on record their sincere thanks to the valuable contribution made by all the front-line workers.
Your Directors appreciate the commendable efforts, teamwork and professionalism of the employees of the
Company.

Your Directors wish to place on record their special appreciation to the valued Shareholders of the Company who
have reposed faith in the Company.

For and on behalf of the Board of Directors

Rishabh Agarwal Mehul Vala

Non-Executive Director & Chairman Whole-Time Director & CEO
DIN: 05011607 DIN: 08361696

Place: Mumbai
Date: May 14, 2025

---

Mar 31, 2024

Your Directors are pleased to present the 42^nd Annual Report of the Company for the year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS

Highlights for the financial year are as under:

(Rs. in millions)

Particulars	Standalone		Consolidated
	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from operations	6549.47	6665.40	10869.73	9736.58
Other Income	168.03	159.98	184.25	159.99
Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense	1086.59	862.41	2612.45	1259.86
Less: Depreciation/Amortisation / Impairment	459.45	434.81	662.33	691.39
Profit before Finance Costs, Exceptional items and Tax Expense	627.14	427.60	1950.13	568.47
Less: Finance Cost	202.52	259.05	229.17	284.60
Profit before Exceptional items and Tax Expense	424.61	168.55	1720.95	283.87
Profit before Tax Expense	424.61	168.55	1720.95	283.87
Less: Tax Expense (Current and Deferred)	108.29	40.16	108.29	39.94
Profit after Tax for the year (1)	316.32	128.39	1612.66	243.92
Total Comprehensive Income/Loss (2)	0.12	3.76	60.95	136.81
Net Profit of the year	316.44	132.15	1673.61	380.74
Earnings Per Share (EPS) of Re.1/-each	1.19	0.48	6.05	0.91

2. PERFORMANCE OF THE COMPANY AND INDUSTRY OVERVIEW Standalone:

The sales turnover for FY 2023-24 stood at Rs. 6549.47 million as against a total sales turnover of Rs. 6665.40 million in the previous year. The Company made a Profit before tax of Rs. 424.61 million for the year 2023-24 as compared to Rs.168.55 million in the previous year. The Profit after tax was at Rs. 316.44 million as compared to Rs.132.15 million in the previous year.

Consolidated:

The sales turnover for FY 2023-24 stood at Rs. 10869.73 million as against a total sales turnover of Rs. 9736.58 million in the previous year. The Company made a Profit before tax of Rs. 1720.95 million for the year 2023-24 as compared to Rs. 283.87 million in the previous year. The Profit after tax was at Rs.1612.66 million as compared to Rs. 243.92 million in the previous year.

3. NATURE OF BUSINESS

The Company continues to be engaged in the activities pertaining manufacturing of polyvinyl chloride (PVC) based products. The Company produces and supplies a range of products, including vinyl flooring, synthetic leather/

ropes and luxury vinyl tile (LVT-SPC, waterproofing membranes (PVC covers) having 30 product categories. The Company also offers synthetic leather in various colors and series; and luxury vinyl tile in the various collections such as Tranquil, Resonate, Inspire, Natural Wood, Opulence and Carpet Touch. The Company’s products find application across multiple industries including hospitality, transportation, healthcare, IT and telecom, retail, sports infrastructure, education and real estate.

There has been no change in the nature of business of the Company during the period under review.

4. MANAGEMENT DISCUSSION AND ANALYSIS

The Management’s Discussion and Analysis Report pursuant to Regulation 34(2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI LODR Regulations”) for the year under review is provided in a separate section forming part of the Annual Report as Annexure 1.

5. CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a code of self-discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows the Corporate Governance practices in letter and spirit and reports to the shareholders the progress made on the various measures undertaken by the Company from time to time.

A Report on Corporate Governance, along with a certificate from the Secretarial Auditors of the Company regarding the compliance of conditions of Corporate Governance in terms of Regulation 34(3) and Part C of Schedule V of the SEBI LODR Regulations forms part of this Annual Report as Annexure 2.

6. DIVIDEND

Your Directors are pleased to recommend for approval of the Members a Final Dividend of Re. 0.10/- per equity share of face value of Re.1/- each (at the rate of 10%) per equity share for the financial year 2023-24. The dividend shall be payable to those eligible shareholders whose name appear in the Register of Members as on Cut-off Date. if approved by the Members, and would amount to Rs. 26.66 million. The final dividend, subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company, will be paid within the statutory period.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, wherever applicable.

In compliance of Regulation 43A of the SEBI LODR Regulations the Company has formulated a Dividend Distribution Policy which, inter alia, specifies the various factors, that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

The Policy is available on the Company’s website at https://www.responsiveindustries.com/policies/.

7. TRANSFER TO RESERVES

The Board of Directors of the Company do not propose to transfer any amount to reserves for the year ended March 31,2024.

8. SHARE CAPITAL Authorised Capital

In accordance with the sanctioned Scheme of Amalgamation (“Scheme”) between Axiom Cordages Limited (“Transferor Company” or “ACL”) with Responsive Industries Limited (Transferee Company” or “RIL”) vide the Hon’ble National Company Law Tribunal (“NCLT”), Mumbai Bench order dated October 04, 2023; the Authorised Shares Capital of the Company as on March 31, 2024 stands increased to Rs.1,22,00,00,000/- dividend into 1220000000 equity shares of Re.1/- each (rupee one each) from Rs.42,00,00,000/- divided into 420000000 equity shares of Re.1/- each (rupee one each).

Paid-up Capital

During the year under review, the Board of Directors at its meeting held on November 01,2023 had issued and allotted 41,14,174 equity shares of Re.1/- each fully paid-up to the shareholders of the Transferor Company in terms of the swap ratio as mentioned in the sanctioned Scheme. The listing and trading approval from

BSE Limited and National Stock Exchange of India Limited for the aforesaid number of equity shares have been received on February 19, 2024.

During the year under review 44,18,330 equity shares (1.66%) of Re.1/- each fully paid-up were cancelled on account of cross holding which were held by the Transferor Company in the Company.

Accordingly, the Paid-up Equity Share Capital as on March 31,2024 stands at Rs.26,66,08,544/- comprising of 266608544 equity shares of Re.1/- each fully paid-up from Rs.26,69,12,700/- comprising of 266912700 equity shares of Re.1/- each fully paid-up.

9. AUDIT OF RECONCILIATION OF SHARE CAPITAL

In compliance with the Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, as amended; M/s. Mayank Arora & Co., Practicing Company Secretaries undertake a Reconciliation of Share Capital Audit to reconcile total share capital admitted with National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (“CDSL”), with the issued and listed capital of the Company. This audit is undertaken every quarter and the report thereon is submitted to the Stock Exchanges within prescribed timelines and is placed before the Board at its meetings held during the year.

10. SUBSIDIARIES COMPANIES/ STEP DOWN SUBSIDIARIES

Your Company as on March 31,2024, has 3 (three) subsidiaries and one step-down subsidiary viz:

• Responsive Industries Limited, Hong Kong,

• Responsive Industries LLC, USA

• Axiom Cordages Limited, Hong Kong (step-down subsidiary)

Axiom Cordages Limited (Indian Subsidiary) has been amalgamated with the Company vide Hon’ble NCLT, Mumbai Bench order dated October 04, 2023. In view of the said order, Axiom Cordages Limited stands dissolved without being wound up.

11. MATERIAL SUBSIDIARIES

In terms of Regulation 16(1)(c) of the SEBI LODR Regulations, Material Subsidiary shall mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth, respectively, of the Company and its subsidiaries in the immediately preceding accounting year. Accordingly, the Company has one material overseas subsidiary company as on March 31,2024, namely, Responsive Industries Limited, Hong Kong (“RIL HK”).

Further, in terms of Regulation 24(1) of the SEBI LODR Regulations, at least one Independent Director on the Board of the Company shall be a Director on the Board of an unlisted material subsidiary, i.e. a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year. In compliance with the said provisions, Ms. Mita Jha (DIN: 07258314), Independent Director was appointed as a Director on the Board of RIL HK w.e.f. February 05, 2024.

12. POLICY ON MATERIAL SUBSIDIARIES

In accordance with Regulation 16(1)(c) of SEBI LODR Regulations, your Company has adopted a policy for determining material subsidiaries. The said policy is available on the website of the Company at https://www. responsiveindustries.com/policies/.

13. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared in accordance with the “Ind AS” issued by the Institute of Chartered Accountants of India.

Pursuant to Section 129(3) of the Companies Act, 2013 (“the Act”) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures is given in Form AOC-1 in this report.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements along with relevant documents of the Company and separate audited financial statements in respect of subsidiaries are available on the website of the Company at https://www.responsiveindustries.com/annual-report/.

14. SCHEME OF AMALGAMATION

The Scheme of Amalgamation of Axiom Cordages Limited (“Transferor Company”) with Responsive Industries Limited (“Transferee Company”) and their respective shareholders (“the Scheme”) was filed under Section 230 - 232 of the Companies Act, 2013 with the Hon’ble National Company Law Tribunal, Mumbai Bench (“Hon’ble NCLT”). The Company had appointed MDP & Partners, Advocates & Solicitors to present and appear on Company’s behalf before the Hon’ble NCLT, Mumbai.

The Scheme of Amalgamation was duly approved by the shareholders of the Company with requisite at their meeting held on June 06, 2023 convened in accordance with the directions given by the Hon’ble NCLT vide order dated April 28, 2023.

The Hon’ble NCLT, Mumbai vide Order dated October 04, 2023 (“the Order”) sanctioned the said scheme and accordingly, the Board of Directors of the Company at their meeting held on November 01, 2023 had allotted 4114174 equity shares of Re.1/- each fully paid-up to the shareholders of the Transferor Company as per the swap ratio mentioned under the scheme. The necessary listing and trading approvals from BSE Limited and National Stock Exchange of India Limited have been received on February 19, 2024. In accordance to the sanctioned scheme, the Transferor Company stands dissolved without being wound up.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with Regulation 19(4) read with Part D of the Schedule II of the SEBI LODR Regulations the Nomination and Remuneration Committee of the Board of Directors of the Company has devised a Policy to promote diversity on the Board of Directors which aims to ensure that the Board shall have an optimum combination of Executive, Non-Executive and Independent directors in accordance with requirements of the Act, SEBI LODR Regulations and other statutory, regulatory and contractual obligations of the Company. The Policy is available on the website of the Company at https://www.responsiveindustries.com/policies/.

The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, race and gender, which will ensure that the Company retains its competitive advantage.

16. BOARD OF DIRECTORS

As on March 31,2024, the Board of your Company comprises of 6 (six) Directors, including 3 (three) Independent Directors (out of which two are Woman Interdependent Directors), 1 (one) Whole-Time Director & CEO and 1 (one) Executive Director. The Chairman is the Non-Executive Non-Independent Director.

17. APPOINTMENT OF DIRECTORS

The details of appointment of Directors during the year ended March 31,2024 are given below:

Dr. Anita Shantaram (DIN: 00786517) was appointed as an Additional, Non-Executive Independent Director by the Board on the recommendation of Nomination and Remuneration Committee (“NRC”) of the Company w.e.f. February 05, 2024. for a term of 5 (five years) The Members of the Company vide special resolution passed through remote e-voting which commenced on Wednesday, February 28, 2024 at 09:00 A.M. (IST) and concluded on Thursday, March 28, 2024 at 05:00 P.M. (IST) by way of postal ballot on March 28, 2024 had approved the appointment of Dr. Anita Shantaram as Non-Executive Independent Director of the Company for a term of five years effective from February 05, 2024 to February 04, 2029.

18. RESIGNATION/ CESSATION OF DIRECTORS

Mr. Arun Vikram Goel (DIN: 07652383), Non-Executive, Independent Director resigned from the Board of the Company w.e.f. November 16, 2023. Mr. Goel had confirmed that there is no other material reason for his resignation as mentioned in his resignation letter dated November 16, 2023.

The Board express its appreciation for Mr. Arun Vikram Goel for the valuable guidance and services rendered by him during his tenure as Director of the Company.

19. RE-APPOINTMENT OF DIRECTOR

In accordance with the provisions of sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (“AGM”). Consequently, Mr. Rishabh Agarwal

(DIN: 05011607) shall retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The brief resume of Director seeking re-appointment at the ensuing AGM along with other details in pursuance of Regulation 36(3) of the SEBI LODR Regulations is enclosed herewith as Annexure 5 is annexed to the Notice of the Annual General Meeting.

The Board has confirmed that Mr. Rishabh Agarwal satisfies the fit and proper criteria as prescribed under the applicable regulations and that he is not disqualified from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013. The Board recommends the re-appointment.

20. CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

A Certificate on Non-Disqualification of Directors issued by the Secretarial Auditors is annexed as Annexure 6 to this Report.

21. INDEPENDENT DIRECTORS

The Independent Directors of your Company possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, meets the criteria of independence as specified in the Act and the SEBI LODR Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have their name included in the databank of Independent Directors within the statutory timeline.

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess the requisite expertise and experience required to fulfil their duties as Independent Directors.

The information required pursuant to Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the Rules”) in respect of the ratio of remuneration of a director to the median remuneration of the employees of the Company for the financial year is annexed herewith and marked as Annexure 7 to this Report.

During the year under review, the Independent directors were not paid any Commission.

22. PERFORMANCE EVALUATION OF THE BOARD

In accordance with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI LODR Regulations; the Board has carried out an annual performance evaluation of its own performance, the Director individually as well as the evaluation of the Board as a whole and working of its Committees.

The Company has in place a policy for the performance evaluation of Independent Directors, Board of Directors, Committees, and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Director. The said policy is available on the website of the Company as https://www.responsiveindustries.com/policies/.

Pursuant to the provisions of the Companies Act, 2013, and SEBI LODR Regulations, a separate meeting of Independent Director was held on February 05, 2024 wherein the Independent Directors had carried out an annual evaluation of its performance and that of its Board and Committees as well as the performance of the Directors including the Chairman and Whole-Time Director individually. A structured questionnaire 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 was circulated and feedback was sought and the evaluation was carried out based on responses received from the Directors.

23. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI LODR Regulations in respect of meeting the criteria of independence provided under Section 149(6) of the Companies Act, 2013 and clause (b) of sub-regulation (1) of the Regulation 16 of SEBI LODR Regulations The annual declaration as required under the Companies Act, 2013 and SEBI LODR Regulations were received from all the Directors and the same was placed before the Board and Board noted the same.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013.

• that in the preparation of the annual financial statements for the year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

• that the accounting policies as mentioned in Note No. 2 to the financial statements have been selected and applied consistently and judgments and estimates have been made 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 and loss of the Company for that period;

• 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;

• that the annual financial statements have been prepared on a going concern basis;

• that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

• that systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

25. MEETINGS OF THE BOARD

During the year under review, 6 (six) meetings of the Board of Directors were held. The details of attendance at meetings of the Board, its Committees and the Annual General Meeting (“AGM”) are included in the Corporate Governance Report, which forms part of this Annual Report.

26. COMMITTEES OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2023 and rules made thereunder and in accordance with the provisions of SEBI LODR Regulations; the Company has constituted the following Committees of the Board and the details such as, terms of reference, meetings and attendance of each of these Committees are provided in the Corporate Governance Report, which forms part of this Annual Report.

a) Audit Committee

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015, the Company has established Audit Committee and the Chairperson of the audit committee is an Independent Director. The Company Secretary acts as the secretary to the audit committee. The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Audit Committee in its meeting held during the year were accepted by the Board of Directors.

b) Nomination and Remuneration Committee

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015, the Company has established the Nomination and Remuneration Committee (“NRC”) comprises of all the Non-Executive Directors and Independent Directors. The Chairperson of the NRC is an independent director. The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Nomination and Remuneration Committee in its meeting held during the year were accepted by the Board of Directors.

c) Stakeholders Relationship Committee

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations, 2015, the Company has established Stakeholders Relationship Committee (“SRC”). The Chairperson of committee is a Non-Executive Director. The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Stakeholders Relationship Committee in its meeting held during the year were accepted by the Board of Directors.

d) Risk Management Committee

In accordance with the provisions of Regulation 21 of the SEBI LODR Regulations, 2015 as amended from time to time, every top 1000 listed company shall establish the Risk Management Committee; accordingly, the Company has established the Risk Management Committee (“RMC”). The Chairperson of the committee is the member of the board of directors. The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Risk Management Committee in its meeting held during the year were accepted by the Board of Directors.

e) Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has established Corporate Social Responsibility Committee (“CSR”). The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Corporate Social Responsibility Committee in its meeting held during the year were accepted by the Board of Directors.

27. KEY MANAGERIAL PERSONNEL ("KMP")

Pursuant to the provisions of Section 203 of the Act, the following persons have been designated as Key Managerial Personnel of the Company as of March 31,2024:

1. Mr. Mehul Vala, Whole-Time Director & CEO

2. Mr. Sadanand Morab, Executive Director

3. Mr. Bhavneet Singh Chadha, Chief Financial Officer and

4. Ms. Mohini Sharma, Company Secretary & Compliance Officer Appointment/ Resignation of KMP''s during the year: NIL

28. RELATED PARTY TRANSACTIONS

All the contracts /arrangements /transactions entered into by the Company during the financial year ended on March 31,2024, with related parties were in the ordinary course of business and on an arm’s length basis and had no conflict with the interest of the Company. All the related party transactions were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI LODR Regulations and the Company’s Policy on Related Party Transactions. All these transactions were reviewed and approved by the Audit Committee/ the Board of Directors of the Company

The Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material, or which may have potential conflict with the interest of the Company; hence there is no information to be provided as required under section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, the disclosure of related party transactions as required under section 134(3) (h) of the Companies Act, 2013 in form AOC-2 is not applicable.

All the Related Party Transactions including the transactions which are of repetitive nature and for which omnibus approval is granted by the Audit Committee and the Board are placed before the Audit Committee for its review and approval on a quarterly basis. All the Related Party Transactions are subject to an independent review by the Statutory and Secretarial Auditors of the Company to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI LODR Regulations. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration drawn by self or their relative in capacity of the Director or otherwise and sitting fees.

The Company has formulated a policy on materiality of related party transactions and dealing with related party transactions which has been amended from time to time to comply with the necessary amendments of various enactments of law. The Policy is available on the website of the Company at https://www.responsiveindustries. com/policies/.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contracts, arrangements or transactions entered into during fiscal 2024 that fall under the scope of Section 188(1) of the Companies Act, 2013.

30. RISK MANAGEMENT

There is an adequate mechanism in place for risks and uncertainties that can impact its ability to achieve its strategic objectives, risk assessment, risk mitigation and minimization procedures and periodical review.

The detailed terms of reference of the Risk Management Committee are included in the Corporate Governance, which forms part of this Annual Report.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of the provisions of Regulation 34(2) (f) of SEBI LODR Regulations, a report on Business Responsibility and Sustainability Report (“BRSR”) on the environmental, social and governance disclosures, in the format as specified by the SEBI for the financial year ended March 31,2024 is annexed as Annexure 3 which forms part of this Annual Report.

32. CORPORATE SOCIAL RESPONSIBILITY CSR Committee

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, your Company has constituted a Corporate Social Responsibility (CSR) Committee. The role of the Committee includes formulation and recommending to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act and any amendments thereto, recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and referred to in the CSR Policy of the Company, and to monitor the CSR Policy from time to time and suggest the annual action plan for the CSR activities to be undertaken by the Company.

CSR Policy

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Amendment Rules, the Corporate Social Responsibility Committee (“CSR Committee”), your Company has in place a Corporate Social Responsibility Policy (“CSR Policy”) which is in consonance with Section 135 indicating the activities to be undertaken by the Company, which has been approved by the Board. The said policy is available on the Company’s website at the following link: https://www.responsiveindustries.com/ policies/.

The Company’s CSR initiatives are as per the Company’s CSR Policy. The CSR program of the Company aims to address the immediate and long term needs of the community and focus on where the Company can make the major impact on marginalized sections of the society.

Annual Report on CSR

The Annual Report on CSR activities for the FY 2023-24 in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, giving details of the composition of the CSR Committee, CSR Policy and projects undertaken by the Company during the FY 2023-24 are outlined in the report on CSR Activities annexed as Annexure 4 to this report.

33. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

Pursuant to the provisions of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the IEPF, which has been established by the Central Government.

The above Rules also mandate transfer of shares on which dividends are lying unpaid and unclaimed for a period of seven consecutive years to IEPF. During the year, the Company has transferred the unclaimed dividend amount of interim dividend for the financial year 2015-16 to the IEPF Authority.

34. PUBLIC DEPOSITS

During the financial year ended on March 31, 2024, your Company has not invited or accepted any deposits as per Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Therefore, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act, 2013 and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

35. 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

None

36. INSURANCE

All the properties of your Company including buildings, plant, machinery and stocks have been adequately insured.

37. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Annual Report.

38. POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a “Nomination & Remuneration Policy” which inter-alia includes Company’s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors. The Policy broadly lays down the guiding principles, philosophy and basis for payment of remuneration to Executive and Non-Executive Directors, Key Managerial Personnel, Senior Management and other Employees. The Nomination & Remuneration Policy of the Company has been posted on the website of the Company at https://www.responsiveindustries.com/policies/.

39. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND THE RULES FRAMED THEREUNDER

The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’) and the Rules framed thereunder.

During the financial year under review, the Company did not receive any complaints of sexual harassment and no cases were filed under the POSH Act.

40. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism policy to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The whistle blower or the complainant, under the said Policy, is entitled to direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The details of the said policy are explained in the Report on Corporate Governance forming part of this Annual Report. The policy is also available on the website of the Company at https://www.responsiveindustries.com/policies/.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

During the financial year ended on March 31,2024, there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

42. AUDIT AND AUDITORS'' REPORT

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any clarifications.

a) Statutory Auditors and their Report

In accordance with the provisions of Section 139 of the Act and Rules made thereunder, M/s. Shah & Taparia, Chartered Accountants (Firm Registration No. 109463W) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 37^th AGM September 22, 2019 until the conclusion of the 42^nd AGM of the Company to be held in the calendar year 2024. M/s. Shah & Taparia, Chartered Accountants, have submitted their Audit Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 2023-24. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (“ICAI”) and hold a valid certificate issued by the Peer Review Board of the ICAI.

b) Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost accounts and cost records are required to be maintained by the Company, in respect of various manufacturing activities and are required to be audited. Accordingly, such accounts and cost records are maintained in respect of various manufacturing activities. The cost audit report for the financial year 202223 was filed with the Ministry of Corporate Affairs (“MCA”) on August 24, 2023. There were no observations (including any qualification, reservation, adverse remark, or disclaimer) of the Cost Auditors in the report issued by them for the financial year 2023-24 which call for any explanation/comment from the Board of Directors.

The directors on the recommendation of the Audit Committee, has appointed M/s. S K Agarwal & Associates, Cost Accountants, (Firm’s Registration No. 100322), to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The Cost Auditors have certified that their appointment is within the limits of Section 141(3) (g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

In compliance with the provisions of the Companies Act, 2013 and rules made thereunder, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a proposed resolution seeking the members’ ratification for the remuneration payable to M/s. S K Agarwal & Associates, Cost Accountants is included in the Notice convening the Annual General Meeting of the Company.

c) Secretarial Auditors and Cost Audit Report

The Board of Directors had appointed M/s. P.P. Shah & Co., Practising Company Secretaries, Mumbai as Secretarial Auditors of the Company for FY 2023-24 pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In view of the demise of Mr. Pradip Shah, Partner of M/s. P.P. Shah & Co., Practising Company Secretaries; the Board at its meeting held on 05.02.2024 had appointed M/s. Mayank Arora & Co., Practicing Company Secretaries as the secretarial auditor of the Company to conduct the secretarial audit for the financial year 2023-24. M/s. Mayank Arora & Co. has confirmed that they are eligible for the said appointment. The Board appreciated Mr. Pradip Shah’s valuable contribution and support made during his tenure as Secretarial Auditors of the Company.

The Report of the Secretarial Audit in Form MR-3 is appended hereto as Annexure 9. The observations made by the Secretarial Auditors in the Report issued by them for FY 2023-24 are self-explanatory and do not require any further explanation/comment from the Board of Directors.

43. REPORTING OF FRAUD

During the year under review, the Statutory Auditors or Secretarial Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

44. DISCLOSURE ON SECRETARIAL STANDARDS

During the year ended March 31,2024, the Company has complied with the provisions of applicable Secretarial Standards issued by The Institute of Company Secretaries of India (“ICSI”).

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

In accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo are provided in Annexure 8 forming part of this Annual Report.

46. INTERNAL CONTROL SYSTEM

The Company has instituted adequate internal control systems commensurate with the nature of its business and size of operations. The Company ensures adherence with all internal control policies and procedures as well as compliance with all regulatory guidelines in respect of the business, risk, branches and support functions. The Audit Committee of the Board of Directors of the Company reviews the adequacy and effectiveness of these systems and suggests improvements to strengthen the same. All the significant audit observations of the Internal Auditors and follow-up actions were duly reported upon and discussed at the meetings of Audit Committee. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any.

47. INDUSTRIAL RELATIONS

During the year under review, your Company has maintained healthy, cordial and harmonious industrial relations at all levels.

48. LISTING OF EQUITY SHARES:

The Company’s equity shares are listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (NSE). The Company has paid listing fees as prescribed for Financial Year 2024-25. The securities of the Company have not been suspended from trading in any of the stock exchanges.

49. INVESTOR RELATIONS

a) Redressal of Investors Grievances:

The investor complaints/ grievances are resolved by the Company and also by the Company’s Registrar and Share Transfer Agent viz. M/s. Link Intime India Private Limited being the Registrar and Share Transfer Agent of the Company as and when required.

b) BSE Listing Centre and NEAPS (NSE Electronic Application Processing System):

The Company ensures in compliance of applicable regulations of SEBI LODR Regulations and all the compliances related filings or disclosures are made to the BSE Limited and NSE through web-based applications viz., BSE Listing center and NSE Application Processing System NEAPS within the stipulated timeline as prescribed under the SEBI LODR Regulations.

c) SCORES (SEBI complaints redress system):

SCORES is an online grievance redressal facilitation platform provided by SEBI. Complainants can lodge grievances pertaining to securities market against SEBI regulated entities like listed companies, Registered Intermediaries and Market Infrastructure Institutions. Investors shall first take up their grievances for redressal with the entity concerned, through their designated persons/officials who handle issues relating to compliance and redressal of investor grievances.

The Company is in compliance with the same and redress the investors complaints, if any on the said platform from time to time.

d) Exclusive email ID for Investors:

The Company has established an email id [e-mail] exclusively for Investor servicing, and the same is prominently displayed on the Company’s website at www.responsiveindustries.com.

The Company keeps its investors updated by posting all the disclosures made with the stock exchanges in compliances with Regulation 46 of SEBI LODR Regulations from time to time. All the historical and latest information of updates of the Company are promptly made available on the Investor Relations page available on the website of the Company at the following link www.responsiveindustries.com.

50. ACKNOWLEDGEMENT

Your Directors express their appreciation for the co-operation and support given to the Company by its vendors, dealers, business associates, consultants, bankers, financial institutions, auditors, solicitors central and state governments and other stakeholders during the year for their continued co-operation and for the excellent support received from them.

Your Directors place on record their sincere thanks to the valuable contribution made by all the front-line workers. Your Directors appreciate the commendable efforts, teamwork and professionalism of the employees of the Company.

You Directors wish to place on record their special appreciation to the valued Shareholders of the Company who have reposed faith in us.

For and on behalf of the Board of Directors

Rishabh Agarwal Mehul Vala

Non-Executive Director & Chairman Whole-Time Director & CEO DIN: 05011607 DIN: 08361696

Place: Mumbai Date: August 12, 2024

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Mar 31, 2023

The Board of Directors take pleasure in presenting the 41^st (Forty first) Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on March 31,2023.

FINANCIAL HIGHLIGHTS

Highlights for the financial year are as under:

			(Rs. in millions)
Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from operations	5376.26	4905.27	9736.58	11034.20
Other Income	168.93	168.22	160.54	237.34
Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense	814.91	906.05	1260.30	1334.88
Less: Depreciation/Amortisation /Impairment	322.40	438.63	691.39	1052.67
Profit before Finance Costs, Exceptional items and Tax Expense	492.51	481.48	568.87	282.21
Less: Finance Cost	349.55	251.97	284.60	178.63
Profit before Exceptional items and Tax Expense	142.95	215.45	284.27	103.59
Profit before Tax Expense	142.95	215.45	284.27	103.59
Less: Tax Expense (Current and Deferred)	33.66	62.41	39.94	101.99
Profit after Tax for the year (1)	109.30	153.04	244.37	1.60
Total Comprehensive Income/Loss (2)	3.30	(9.31)	136.81	37.60
Net Profit of the year	112.60	143.73	381.18	39.21
Earnings Per Share (EPS) of Re.1/- each	0.41	0.57	0.92	0.00

PERFORMANCE OF THE COMPANY AND INDUSTRY OVERVIEW Standalone:

The sales turnover for FY 2022-23 stood at Rs.5376.26 million as against a total sales turnover of Rs.4905.27 million in the previous year. The Company made a Profit before tax of Rs.142.95 million for the year 2022-23 as compared to Rs.215.45 million in the previous year. The Profit after tax was at Rs.109.30 million as compared to Rs.153.04 million in the previous year.

Consolidated:

The sales turnover for FY 2022-23 stood at Rs.9736.58 million as against a total sales turnover of Rs.11034.20 million in the previous year. The Company made a Profit before tax of Rs. 284.27 million for the year 2022-23 as compared to Rs.103.59 million in the previous year. The Profit after tax was at Rs.244.37 million as compared to Rs.1.60 million in the previous year.

NATURE OF BUSINESS

The Company continues to be engaged in the activities pertaining manufacturing of Polymer based products. The Company produces and supplies a range of products, including vinyl flooring, synthetic leather and luxury vinyl tile. The company also offers synthetic leather in various colors and series; and luxury vinyl tile in the various collections such as Tranquil, Resonate, Inspire, Natural Wood, Opulence and Carpet Touch. The company’s products find application across multiple industries including hospitality, transportation, healthcare, IT and telecom, retail, sports infrastructure, education and real estate.

There has been no change in the nature of business of the Company during the period under review.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management’s Discussion and Analysis Report pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI LODR Regulations”) for the year under review is presented in a separate section forming part of the Annual Report as Annexure 1.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a code of self-discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows the Corporate Governance practices in letter and spirit and reports to the shareholders the progress made on the various measures undertaken by the Company from time to time.

A Report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate Governance in terms of Regulation 34(3) and Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the “SEBI LODR Regulations”) forms part of this Annual Report as Annexure 2.

DIVIDEND

Based on Company’s performance during the year, the Board of Directors in its Meeting held on Thursday, May 04, 2023 recommended dividend of Re. 0.10/- per equity share of face value of Re.1/- each (at the rate of 10%) per equity share for the financial year 2022-23. The dividend shall be payable to those eligible shareholders whose name appear in the Register of Members as on Cut-off Date. This dividend on equity shares, if approved by the Members, would amount to Rs. 26.69 million.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) is disclosed in the Corporate Governance Report and is also uploaded on the Company’s website at https://www.responsiveindustries.com/policies/.

TRANSFER TO RESERVES

The Board of Directors of the Company do not propose to transfer any amount to reserves.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31,2023 was Rs.266912700/- comprising of 266912700 Equity Shares of Re.1/- each. During the year under review, the Company has not issued any further shares to the members or general public.

AUDIT OF RECONCILIATION OF SHARE CAPITAL

In accordance with the Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, as amended M/s. P.P. Shah & Co., Practicing Company Secretaries undertake a Reconciliation of Share Capital Audit to reconcile total share capital admitted with National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (CDSL), with the issued and listed capital of the Company. This audit is undertaken every quarter and the report thereon is submitted to the Stock Exchanges within prescribed timelines and is placed before the Board at its meetings.

SUBSIDIARIES COMPANIES/ STEP DOWN SUBSIDIARIES

As on March 31,2023, your Company has 4 (four) subsidiaries and one step-down subsidiary namely:

• Axiom Cordages Limited

• Responsive Industries Limited, Hong Kong

• Responsive Industries PTE. Ltd., Singapore

• Responsive Industries LLC, USA

• Axiom Cordages Limited, Hong Kong (step-down subsidiary)

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared in accordance with the “Ind AS” issued by the Institute of Chartered Accountants of India.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures is given in Form AOC-1 to this Report.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements along with relevant documents of the Company and separate audited financial statements in respect of subsidiaries are available on the website of the Company at https://www.responsiveindustries.com/annual-report/.

SCHEME OF AMALGAMATION

The Scheme of Amalgamation of Axiom Cordages Limited (Transferor Company) with Responsive Industries Limited (Transferee Company) and their respective shareholders (“the Scheme”) was filed under Section 230 - 232 of the Companies Act, 2013 with the Hon’ble National Company Law Tribunal, Mumbai Bench (:Hon’ble NCLT”). The Company has appointed MDP & Partners, Advocates & Solicitors to present and appear on Company’s behalf before the Hon’ble NCLT, Mumbai.

The Hon’ble NCLT, passed and Order on April 28, 2023 (“the Order”) and has given the directions to the Company to convene the meeting of the equity shareholders of the Company for the approval of the said Scheme of Amalgamation.

Accordingly, the Meeting of the Equity Shareholders of the Company was convened as per the directions given by the Hon’ble NCLT and the scheme was approved by the requisite majority by the shareholders of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with Regulation 19(4) read with Part D of the Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), the Nomination and Remuneration Committee of the Board of Directors of the Company has devised a Policy to promote diversity on the Board of Directors which aims to ensure that the Board shall have an optimum combination of Executive, Non-Executive and Independent directors in accordance with requirements of the Act, Listing Regulations and other statutory, regulatory and contractual obligations of the Company. The Policy is available on the website of the Company at https://www.responsiveindustries.com/policies/.

The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, race and gender, which will ensure that the Company retains its competitive advantage.

BOARD OF DIRECTORS

As on March 31,2023, Board of your Company comprises of 6 (six) Directors, including 3 (three) Independent Directors (including one Woman Independent Director), 1 (one) Whole-Time Director & CEO and 1 (one) Executive Director. The Chairman is the Non-Executive Non-Independent Director.

APPOINTMENT OF DIRECTORS

The details of appointment of Directors during the year ended March 31,2023 are given below:

Ms. Kanak Jani (DIN: 08749747) was appointed as an Additional, Executive Director by the Board on the recommendation of the Nomination and Remuneration Committee (“NRC”) w.e.f. May 11,2022. The Members of the Company vide special resolution passed at the Extra Ordinary General Meeting (“EGM”) held on August 09, 2022 approved the appointment of Ms. Kanak Jani as Executive Director of the Company for a term of five years effective from May 11,2022 to May 11,2027.

Mr. Anand Sadashiv Kapre (DIN: 00019530) was appointed as an Additional, Non-Executive Independent Director by the Board on the recommendation of NRC w.e.f. May 27, 2022. The Members of the Company vide special resolution passed at the Extra Ordinary General Meeting (“EGM”) held on August 09, 2022 approved the appointment of Mr. Anand Sadashiv Kapre as Non-Executive Independent Director of the Company for a term of five years effective from May 27, 2022 to May 27, 2027.

Mr. Sanjiv Swarup (DIN: 00132716) was appointed as an Additional, Non-Executive Independent Director by the Board on the recommendation of NRC w.e.f. October 04, 2022. The Members of the Company vide special resolution passed at the Extra Ordinary General Meeting (“EGM”) held on March 10, 2023 approved the appointment of Mr. Sanjiv Swarup as Non-Executive Independent Director of the Company for a term of five years effective from October 04, 2022 to October 03, 2027.

Mr. Sadanad Morab (DIN: 09790817) was appointed as an Additional, Executive Director by the Board on the recommendation of the NRC w.e.f. November 14, 2022. The Members of the Company vide special resolution passed at the Extra Ordinary General Meeting (“EGM”) held on March 10, 2023 approved the appointment of Mr. Sadanand Morab as Executive Director of the Company for a term of five years effective from November 14, 2022 to November 13, 2027.

Mr. Arun Vikram Goel (DIN: 07652383) was appointed as an Additional, Non-Executive Independent Director by the Board on the recommendation of NRC w.e.f. January 27, 2023. The Members of the Company vide special resolution passed at the Extra Ordinary General Meeting (“EGM”) held on March 10, 2023 approved the appointment of Mr. Arun Vikram Goel as Non-Executive Independent Director of the Company for a term of five years effective from January 27, 2023 to January 26, 2028.

RESIGNATION/ CESSATION OF DIRECTORS:

Mr. Anand Sadashiv Kapre (DIN: 00019530), Non-Executive, Independent Director resigned from the Board of the Company w.e.f. August 25, 2022.

Ms. Kanak Jani (DIN: 08749747), Executive Director resigned from the Board of the Company w.e.f. September 21, 2022.

Mr. Manish Kumar Agarwal (DIN: 02459102), Non-Executive, Independent Director resigned from the Board of the Company w.e.f. January 27, 2023.

The Board express its appreciation for Mr. Anand Sadashiv Kapre, Ms. Kanak Jani and Mr. Manish Kumar Agarwal for the valuable guidance and services rendered by them during their tenure as Directors of the Company.

RE-APPOINTMENT OF DIRECTOR

In accordance with the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Rishabh Agarwal (DIN: 05011607) shall retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment in accordance with provisions of the Companies Act, 2013.

The brief resume of Director seeking re-appointment at the ensuing AGM along with other details in pursuance of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith as Annexure 5 is annexed to the Notice of the Annual General Meeting.

The Board has confirmed that Mr. Rishabh Agarwal satisfies the fit and proper criteria as prescribed under the applicable regulations and that he is not disqualified from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013. The Board recommends the re-appointment.

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

A Certificate on Non-Disqualification of Directors issued by the Secretarial Auditors annexed as Annexure 6 to this Report.

POLICY ON ORDERLY SUCCESSION FOR APPOINTMENTS TO THE BOARD AND SENIOR MANAGEMENT

A Policy on orderly succession for appointments to the Board and Senior Management annexed as Annexure 7 to this Report.

INDEPENDENT DIRECTORS:

The Independent Directors of your Company possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, meets the criteria of independence as specified in the Act and the SEBI LODR Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have their name included in the databank of Independent Directors within the statutory timeline.

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess the requisite expertise and experience required to fulfil their duties as Independent Directors.

The information required pursuant to Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) in respect of the ratio of remuneration of a director to the median remuneration of the employees of the Company for the financial year is annexed herewith and marked as Annexure 8 to this Report.

During the year under review, the Independent directors were not paid any Commission.

PERFORMANCE EVALUATION OF THE BOARD

The Board has carried out an annual performance evaluation of its own performance, the Director individually as well as the evaluation of the working of its Committees in accordance with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI LODR Regulations.

The Company has devised a Policy for the performance evaluation of Independent Directors, Board of Directors, Committees, and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Director.

Pursuant to the provisions of the Companies Act, 2013, and SEBI LODR Regulations, the Board has carried out an annual evaluation of its performance and that of its Committees as well as the performance of the Directors individually. Feedback was sought by way of a structured questionnaire 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 and the evaluation was carried out based on responses received from the Directors.

Declaration by Independent Directors:

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of meeting the criteria of independence provided under Section 149(6) of the Companies Act, 2013 and clause (b) of sub-regulation (1) of the Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors’ Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013.

• that in the preparation of the annual financial statements for the year ended 31^st March 2022, the applicable

accounting standards have been followed along with proper explanation relating to material departures; if any;

• that the accounting policies as mentioned in Note No.1 (B) to the Financial statements have been selected and applied consistently and judgments and estimates have been made 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 and loss of the Company for that period;

• 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;

• that the annual financial statements have been prepared on a going concern basis;

• that proper internal financial controls were in place and that the financial controls were adequate and were

operating effectively; and

• that systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

Meetings of the Board:

10 (ten) meetings of the Board of Directors were held during the year. Details of attendance at meetings of the Board, its Committees and the AGM are included in the Report on Corporate Governance Report, which forms part of this Annual Report.

Committees of the Board:

Your Company has duly constituted the Committees required under the Companies Act, 2013 read with applicable Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1) Audit Committee

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015, the Company has an Audit Committee and the details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

2) Nomination and Remuneration Committee

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015, the Company has Nomination and Remuneration Committee and the details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors.

3) Stakeholders’ Relationship Committee

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations, 2015, the Company has Stakeholders’ Relationship Committee and the details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Stakeholders’ Relationship Committee were accepted by the Board of Directors.

4) Risk Management Committee

In accordance with Regulation 21 of the SEBI LODR Regulations, 2015 as amended from time to time, the Company has Risk Management Committee and the details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Risk Management Committee were accepted by the Board of Directors.

5) Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has Corporate Social Responsibility Committee and the details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Corporate Social Responsibility Committee were accepted by the Board of Directors.

KEY MANAGERIAL PERSONNEL (“KMP”)

In accordance with the provisions of Section 203 of the Act, the following persons have been designated as KMP of the Company as of March 31,2023:

Name of the KMP	Designation
Mr. Mehul Vala	Whole-Time Director & CEO
Mr. Bhavneet Singh Chadha	CFO
Ms. Mohini Sharma	Company Secretary & Compliance Officer

Appointment of KMP’s:

During the year under review, Mr. Santosh Kudalkar was appointed by the Board on recommendation of the NRC as Chief Financial Officer (“CFO”) and designated as KMP of the Company w.e.f. May 11,2022.

Ms. Mohini Sharma was appointed by the Board on recommendation of the NRC as Company Secretary & Compliance Officer and designated as KMP of the Company w.e.f. November 14, 2022.

During the year under review, Mr. Bhavneet Singh Chadha was appointed by the Board on recommendation of the NRC as Chief Financial Officer (“CFO”) and designated as KMP of the Company w.e.f. May 04, 2023.

Resignation of KMP’s:

Mr. Ankit Pandit, Company Secretary & Compliance Officer resigned w.e.f. October 12, 2022.

Mr. Santosh Kudalkar, CFO resigned w.e.f. November 18, 2022.

The Board express its appreciation to Mr. Santosh Kudalkar and Mr. Ankit Pandit for the valuable guidance and services rendered by them during their tenure as CFO and Company Secretary of the Company.

RELATED PARTY TRANSACTIONS

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Company. Omnibus approval from the Audit Committee is obtained for the related party transactions.

There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have potential conflict with the interest of the Company at large. Accordingly, the disclosure of related parties transactions as required under section 134(3)(h) of the Companies Act , 2013 in form AOC-2 is not applicable. All Related Parties Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and the Board for review on a quarterly basis. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration drawn by self or their relative in capacity of the Director or otherwise and sitting fees.

The Policy on Related Party Transactions, as required under the Listing Regulations, is available on the website of the Company at https://www.responsiveindustries.com/policies/.

RISK MANAGEMENT

There is an adequate mechanism in place for risks and uncertainties that can impact its ability to achieve its strategic objectives, risk assessment, risk mitigation and minimization procedures and periodical review.

Further, detailed terms of reference of the Risk Management Committee are included in the Report on Corporate Governance, which forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of the amendment to regulation 34(2)(f) of LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/ GN/2021/22 dated May 05, 2021 which introduced new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR) replacing the existing Business Responsibility Report (BRR) and in accordance with the circular no. SEBI/HO/CFD/ CMD-2/P/CIR/2021/562 issued by SEBI on May 10, 2021, which made reporting of BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the financial year 2022-23. Further, Regulation 3(2) of (Listing Obligations and Disclosure Requirements) Regulations, 2015 stated that the provisions of regulations which became applicable to listed entities based on market capitalisation criteria shall continue to apply to such entities even if they fall below such thresholds. Therefore, your Company in compliance with the said Notification and Circular has replaced the existing Business Responsibility Report (BRR) with Business Responsibility and Sustainability Report (BRSR).

The BRSR of your Company for the financial year ended March 31, 2023 forms part of this Annual Report as Annexure 3 required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting aspirational goals and improving economic performance to ensure business continuity and rapid growth.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013 and rules made thereunder, the Corporate Social Responsibility Committee (“CSR Committee”) has formulated and recommended to the Board, a revised Corporate Social Responsibility Policy (“CSR Policy”) indicating the activities to be undertaken by the Company, which has been approved by the Board.

CSR Policy

The Board of Directors, on the recommendation of the Corporate Social Responsibility Committee, formulated a Corporate Social Responsibility Policy for welfare of the society, which is in consonance with Section 135 of the

Companies Act, 2013 on CSR. The said policy was amended in accordance with CSR rules as amended under the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 notified by the Ministry of Corporate Affairs. The said policy is hosted on the Company’s website at the following link: https://www.responsiveindustries. com/policies/.

Your Company’s CSR initiatives are as per the Company’s CSR Policy. Our CSR program aims to address the immediate and long term needs of the community and focus on where we can make the major impact on marginalized sections of the society. Your Company has made contribution of Rs.40 lakhs during the year.

CSR Committee

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, your Company has constituted a Corporate Social Responsibility (CSR) Committee. The role of the Committee includes formulation and recommending to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act and any amendments thereto, recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and referred to in the CSR Policy of the Company, as also to monitor the CSR Policy from time to time.

Annual Report on CSR

The Annual Report on CSR activities for the FY 2021-22 in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 giving details of the composition of the CSR Committee, CSR Policy and projects undertaken by the Company during the FY 2021-22 are outlined in the Report on CSR Activities annexed to this Report as Annexure 4.

PUBLIC DEPOSITS

Yours Company has not invited or accepted any deposits during the financial year ended on March 31, 2023 under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Therefore, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act, 2013 and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contracts, arrangements or transactions entered into during fiscal 2023 that fall under the scope of Section 188(1) of the Companies Act, 2013.

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

None

INSURANCE

All the properties of your Company including buildings, plant, machinery and stocks have been adequately insured. MATERIAL CHANGES AND COMMITMENTS

There are no material changes, except as discussed above affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the report.

POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a “Nomination & Remuneration Policy” which inter-alia includes Company’s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors. The Policy broadly lays down the guiding principles, philosophy and basis for payment of remuneration to Executive and Non-executive Directors, key managerial personnel, senior management and other employees. The Nomination & Remuneration Policy of the Company has been posted on the website of the Company at https://www.responsiveindustries.com/ policies/.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND THE RULES FRAMED THEREUNDER

The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’) and the Rules framed thereunder.

During the financial year under review, the Company did not receive any complaints of sexual harassment and no cases were filed under the POSH Act.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

To ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a vigil mechanism policy. Whistle Blower or Complainant, under the said Policy, shall be entitled to direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. This policy is explained in the Report on Corporate Governance and posted on the website of the Company at https://www.responsiveindustries.com/policies/.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

During the financial year ended on March 31, 2023, there were no significant and material orders passed by the Regulators or Courts, which would impact the status of the Company and its future operations.

AUDITORS’ REPORT

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are selfexplanatory and in the opinion of the Directors, do not call for any clarifications.

AUDITORS

a) Statutory Auditors and their Report

In accordance with the provisions of Section 139 of the Act and Rules made thereunder, M/s. Shah & Taparia, Chartered Accountants (Firm Registration No. 109463W) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 37^th AGM September 22, 2019 until the conclusion of the 42^nd AGM of the Company to be held in the calendar year 2023. M/s. Shah & Taparia, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2022-23, which forms part of the Annual Report 2022- 23. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/ comment from the Board of Directors. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

b) Secretarial Auditors and their Report

M/s. P.P. Shah & Co., Practising Company Secretaries, Mumbai were appointed as Secretarial Auditors of the Company for FY 2022-23 pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by them for the said financial year in the prescribed form MR-3 pursuant to the provisions of Section 204 of the Act and Regulation 24A(1) of SEBI LODR Regulations is annexed as Annexure 10 to this report.

The observations made by the Secretarial Auditors in the Report issued by them for FY 2022-23 are self-explanatory and do not require any further explanation/comment from the Board of Directors. M/s. P.P. Shah & Co., Practising Company Secretaries, Mumbai have been re-appointed to conduct the secretarial audit of the Company for FY 2023-24. They have confirmed that they are eligible for the said appointment.

c) Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s. S K Agarwal & Associates, Cost Accountants, (Firm’s Registration No. 100322) have been re-appointed as Cost Auditors for the financial year 2023-24 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost

Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2021-22, issued by M/s S K Agarwal & Associates, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs on September 17, 2022.

There were no observations (including any qualification, reservation, adverse remark, or disclaimer) of the Cost Auditors in the Report issued by them for the financial year 2021-22 which call for any explanation/comment from the Board of Directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 are provided in Annexure 9 forming part of this Annual Report.

INTERNAL CONTROL SYSTEM

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory Auditors as well as Internal Auditors.

REPORTING OF FRAUD

During the year under review, none of auditors have reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee, under Section 143 (12) of the Act.

INDUSTRIAL RELATIONS

Industrial Relations remained cordial and harmonious throughout at all the levels during the year under review. OTHER DISCLOSURES:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards, i.e., SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings” respectively.

LISTING OF EQUITY SHARES:

Your Company’s equity shares are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid listing fees as prescribed for Financial Year 2023-24. The securities of the Company have not been suspended from trading in any of the stock exchanges.

INVESTOR RELATIONS:

Redressal of Investors Grievances:

Your Company gives an utmost care in resolving the grievances of its investors on a timely basis. The investor complaints/ grievances are resolved by the Company and also by the Company’s Registrar and Share Transfer Agent viz. M/s. Link Intime India Private Limited being the Registrar and Share Transfer Agent of the Company.

BSE Listing Centre and NEAPS (NSE Electronic Application Processing System):

Your Company ensures in compliance of applicable regulations of SEBI LODR Regulations and all the compliances related filings or disclosures are made to the BSE Limited and NSE through web-based applications viz., BSE Listing center and NSE Application Processing System NEAPS within the stipulated timeline as prescribed under the SEBI LODR Regulations.

SCORES (SEBI complaints redress system):

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e., SCORES. Through this system a shareholder can lodge a complaint against a Company for his grievance. The Company uploads the action taken on the complaint which can be viewed by the shareholder. The Company and shareholder can seek and provide clarifications online through SEBI. The investor complaints are also handled and resolved by the Company’s Registrar and Share Transfer Agent viz. M/s. Link Intime India Private. Limited and your Company is kept updated regularly.

Exclusive email ID for Investors:

Your Company has established an email id [e-mail] exclusively for Investor servicing, and the same is prominently displayed on the Company’s website at www.responsiveindustries.com.

Your Company keeps its investors updated by posting all the disclosures made with the stock exchanges in compliances with Regulation 46 of SEBI LODR Regulations from time to time. All the historical and latest information of updates of the Company are promptly made available on the Investor Relations page available on the website of the Company at the following link www.responsiveindustries.com.

ACKNOWLEDGEMENT:

The Board of Directors acknowledges and places on record their sincere appreciation to all stakeholders, customers, vendors, banks, Central and State Governments, and all other business partners, for their continued co-operation and for the excellent support received from them.

The Board of Directors places on record its sincere gratitude and appreciation for all the employees of the Company. Our consistent growth was made possible by their hard work, cooperation, and dedication during the year.

For and on behalf of the Board of DirectorsRishabh Agarwal Mehul Vala

Non-Executive Director & Chairman Whole-Time Director & CEO DIN: 05011607 DIN: 08361696

Place: Mumbai Date: May 04, 2023

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Mar 31, 2018

DEAR MEMBERS,

The Directors have pleasure in presenting this Thirty Sixth Annual Report on the business and operations of your Company with the Audited Financial Statements for the year ended March 31, 2018.

1. FINANCIAL PERFORMANCE

Financial Results	(Rs. in Million)
	2017-18	2016-17
Sales and Other Income	10,985.18	18,406.50
Profit before Interest, Depreciation & Tax	1,086.08	1,516.07
Less: Interest	170.39	228.95
Profit before Depreciation & Tax	915.69	1,287.12
Less: Depreciation	656.70	987.66
Profit before Tax	258.99	299.46
Less: Provision for Taxation	128.24	105.58
Net Profit after Tax	130.75	193.88
Balance brought forward from previous year	4,338.35	4,144.14
Profit available for appropriations	4,472.39	4,338.35
Appropriations
Transfer to General Reserve	-	-
Proposed Final Dividend Interim Dividend	26.69	26.69
Corporate Dividend Tax	5.43	5.43
Balance carried to Balance Sheet	4,440.46	4338.35

2. OPERATIONS & STATE OF COMPANY’S AFFAIRS

Your Company earned total revenue of Rs. 10,985.18 Million for the year ended 31^st March, 2018, as compared to Rs. 18,406.50 Million in the previous financial year. The Company recorded a Net Profit after Tax of Rs.130.75 Million for the year ended 31^st March, 2018. The Net Profit after Tax for the financial year ended 31^st March, 2017 was Rs. 193.88 Million. There was no change in nature of business of the Company during the year under review.

3. DIVIDEND

Your Directors recommend 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 31^st March, 2018.

4. TRANSFER TO RESERVES

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

4. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2018 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, 2018, 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.

5. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

The Company has one material non listed Indian Subsidiary Company i.e. Axiom Cordages Limited. It also has one Hong Kong based subsidiary Responsive Industries Limited, and one step down subsidiary Axiom Cordages Limited incorporated on 02 June, 2017. 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 is being Non operative since inception. The Company does not have any associate Company & Joint venture.

Performance of Axiom Cordages Limited is as follows:

The total revenue net of excise of Axiom Cordages Limited stood at Rs.2017.29 Million (Previous year 2194.02 Million). Profit after tax for the year stood at Rs. (35.32) Million (Previous year -108.24 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI Listing Regulations”) with regard to subsidiary company have been complied with. Statement containing salient features of the financial statement of Subsidiary Companies in Form AOC-1 forms part of this Annual Report.

7. CONSOLIDATED FINACIAL STATEMENT

The Consolidated Financial Statements of the Company and of its Subsidiaries, Axiom Cordages Limited are prepared in compliance with applicable provisions of the Companies Act, 2013, and “Ind AS” issued by the Institute of Chartered Accountants of India as well as Listing Regulations as prescribed by the Securities and Exchange Board of India (SEBI). The Financial Statements of Hong Kong based subsidiary Responsive Industries Limited and Axiom Cordages Limited. are prepared in accordance with the Small and Medium sized Entity Financial Reporting Standard (SME-FRS) issued by the Hong Kong Institute of Certified Public Accountants (HKICPA) and in Compliance with the Hong Kong Companies Ordinance.

8. CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance. 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 affirming compliance with the code of conduct by all the Board members and senior management personnel along with certificate under Regulation 17(8) of the SEBI Listing Regulations 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 re-appointment. Accordingly, his re-appointment forms part of the notice of the ensuing Annual General Meeting.

Mr. Rishab Agarwal is appointed as Managing Director of the Company w.e.f. 02 May, 2018 by the Board of Directors of the Company for a term of 5 years subject to the approval of shareholders. Accordingly, his appointment forms part of the Notice of this ensuing Annual General meeting. Mrs. Rohini Agarwal is appointed as Additional Director on the Board w.e.f. 02 May, 2018 by the Board of Directors of the Company. Accordingly, her appointment as a Director of the Company forms part of the Notice of this ensuing Annual General meeting of the Company.

Mr. Jagannadham Thunuguntla and Mrs. Jyoti Rai were appointed as Independent Director at the Annual General Meeting held on 22^nd September, 2015 for a period of 3 years and their tenure expires in this ensuing Annual General meeting. They are proposed to be re-appointed as an Independent Director for another term of five consecutive years for a term up to the conclusion of the 41^st Annual General meeting to be held in the calendar year 2023. Accordingly, their re-appointment forms part of the notice of the ensuing Annual General Meeting.

Mr. S.S. Thakur was reappointed as Independent Director at the Annual General meeting held on 29^th September, 2017 for another term of 5 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 SEBI Listing Regulations. During the year, nonexecutive directors of the Company had no pecuniary relationship or transactions with the Company.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2018, 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, 2018 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 f< 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 o 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

Management Discussion & Analysis Report for the year under review is attached, whic forms part of the Annual Report.

15. PROPOSAL OF EMPLOYEE STOCK OPTION SCHEME:

Equity based compensation is considered to be an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through share based compensation scheme/plan. Your Company believes in rewarding its employees including Directors of the Company for their continuous hard work, dedication and support, which has led the Company on the growth path.

The Company intends to implement the RESPONSIVE INDUSTRIES LIMITED Employees Stock Option Scheme 2018 (RESPONSIVE ESOS 2018), with a view to attract and retain key talents working with the Company by way of rewarding their performance an and had replaced the earlier Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (‘SEBI ESOP Guidelines 1999’). All listed companies having existing schemes to which the SEBI Regulations apply were required to comply with the same in their entirety.

Accordingly, it is proposed to adopt a new scheme under the SEBI SBEB Regulations, under the name and style ‘RESPONSIVE ESOS 2018’ for the purposes of granting options to the Employees/Directors of the Company and its subsidiaries, as applicable.

The Resolutions contained in the AGM notice to the Members’ seeks their approval to authorise the Board of Directors of the Company to create, issue, offer and allot equity shares, from time to time, to employees/Directors of the Company and its subsidiaries under this Scheme.

A copy of the proposed RESPONSIVE ESOS Scheme 2018 will also be available for inspection at the Registered Office and Corporate Office of the Company between 10:00 a.m. to 1:00 p.m. on all working days up to the last date of the AGM. Also main feature of ESOP are also included in the explanatory Statement to the notice of AGM.

16. 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.

17. 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”.

18. 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.

19. EXTRACT OF ANNUAL RETURN

20. AUDITORS

20.1 Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and rules framed thereunder, M/s. SGCO & Co. LLP, Chartered Accountants (Firm Reg. No: 112081W/W100184) were appointed as Statutory Auditors of the Company from the conclusion of the Thirty Fifth Annual General Meeting (AGM) of the Company held on 29^th September, 2017 till the conclusion of AGM to be held in the calendar year 2022, subject to ratification of their appointment at every AGM. Accordingly resolution seeking member’s approval for ratification of the appointment of SGCO & Co. LLP, Chartered Accountants as Statutory Auditors forms part of the Notice convening the Annual General Meeting.

They have confirmed their eligibility and submitted the Certificate in writing that their appointment, if made, would be within the prescribed limit under the Act and they are not disqualified for appointment.

The Auditor’s Report for the f.y. ended 31^st March, 2018 does not contain any qualification, reservation or adverse remark and is prepared as per “Ind AS”

20.2 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 2018-19.

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

20.3 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 partial spending of amount towards Corporate Social Responsibility (CSR) by the Company.

As per the provision 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 Company has been working on identifying the other projects apart from already taken for carrying out CSR activities; this has taken more than the estimated time looking at the total spending requirement.

21. 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 and Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature. Your Directors draw attention of the members to note no.33 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.

22. 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.

23. RISK MANAGEMENT

The Company has laid down the procedures to inform 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 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.

24. 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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting, and the reviews performed by management and the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and operating effectively as at March 31, 2018.

During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

25. 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.

26. BOARD MEETINGS

During the year, 4 (Four) Board Meetings were held on 30^th May 2017, 10^th August, 2017, 14^th November, 2017 and 14^th February, 2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

As stipulated by code of Independent Director under the Companies Act, 2013. A separate meeting of the Independent Director of the Company was held on 14^th February, 2018 to review the performance of Non Independent Directors, Chairman and the Board as a whole.

27. 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 as member. The Company Secretary of the Company acts as a Secretary of the Committee.

28. 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.

29. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 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.

30. 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.

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) of the 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 2017-18 and

(ii) The percentage increase in remuneration of each Director and Company Secretary in the financial year 2017-18.

Sr. No.	Name of the Director/KMP and Designation*	Remuneration of Director/KMP for financial year 2017-18 (Rs. in Million)	Ratio of remuneration of each director to the median remuneration of employees	% increase in remuneration in the financial year 2017-18
1	Mr. Atit Agarwal (Non-Executive Chairman)	-	-	-
2.	Mr. S.S.Thakur (Independent NonExecutive Director)	0.50	1.58	-9.09%
3.	Mr. Jagannadham Thunuguntla (Independent NonExecutive Director)	0.50	1.58	-7.41%
4.	Ms. Jyoti Rai (Independent NonExecutive Director)	0.25	0.79	-16.67%

5.	Ms. Ruchi Jaiswal Company Secretary & Compliance Officer	0.39	1.23	-
6.	**Ms. Alpa Ramani Company Secretary & Compliance Officer	0.07	0.23	3.05%

* Details not given for Mr. Rajesh Pandey as he did not receive any remuneration from the Company.

** Remuneration of Ms. Alpa Ramani is for the month of April and May, 2017.

She resigned w.e.f 30 May, 2017.

(iii) The Median Remuneration of employees of the Company for the financial year 2017-18 is Rs. 0.32 Million and there was a decrease of 3.03 % compared to the previous financial year.

(iv) The number of permanent employees on the rolls of the Company is 264 for the financial year ended March 31, 2018.

(v) Average percentage decrease in the salaries of employees other than the key managerial personnel for the financial year 2017-18 was approx. 4.30%. The decrease in the remuneration of key managerial personnel was approx. 31.23%. The remuneration is determined based on the performance of the employees of the company.

(vi) 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.

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

34. 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.

35. 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.

36. 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.

37. 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 Rajesh Pandey

Date : 02^nd May, 2018 Director

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Mar 31, 2017

DIRECTORS’ REPORT DEAR MEMBERS,

The Directors have pleasure in presenting this Thirty fifth Annual Report on the business and operations of your Company with the Audited Financial Statements for the year ended March 31, 2017.

1. FINANCIAL PERFORMANCE

Financial Results	(Rs. in Millions)
	2016-17	2015-16
Sales and Other Income	18,406.49	18,468.37
Profit before Interest, Depreciation & Tax	1,538.04	1,816.76
Less: Interest & Other Financial Charges	228.95	256.78
Profit before Depreciation & Tax	1,309.09	1,559.98
Less: Depreciation	987.65	1,276.47
Profit before Tax	321.44	283.51
Less: Provision for Taxation	114.73	105.16
Net Profit after Tax	206.71	178.35
Other Comprehensive Income	0.34	(1.57)
Total Comprehensive Income for the year	207.05	176.78
Balance brought forward from previous year	3,506.68	3,392.59
Profit available for appropriations	3,713.73	3,569.37
Appropriations
Transfer to General Reserve	-	-
Proposed Final Dividend	26.69	26.69
Interim Dividend	-	26.69
Corporate Dividend Tax	5.24	9.31
Balance carried to Balance Sheet	3,681.80	3,506.68

2. OPERATIONS & STATE OF COMPANY’S AFFAIRS

Your Company earned revenue of Rs. 18,406.49 Million for the year ended 31^st March, 2017, as compared to Rs. 18,468.37 Million in the previous financial year.

The Company recorded a Net Profit after Tax of Rs. 206.71 Million for the year ended 31^st March, 2017. The Net Profit after Tax for the financial year ended 31^st March, 2016 was Rs. 178.35 Million.

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

3. DIVIDEND

Your Directors recommend Dividend of 10% i.e. Re.0.10 per Equity Share of face value of Re.l/- each fully paid up aggregating to Rs. 26.69 Million for the year ended 31^st March, 2017.

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, 2017 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, 2017, 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. 2184.60 Million (Previous year 4324.36 Million). Profit after tax for the year stood at Rs. (104.32) Million (Previous year 17.33 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI Listing Regulations”) 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, and Indian Accounting Standards issued by the Institute of Chartered Accountants of India as well as Listing Regulations 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. 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 affirming compliance with the code of conduct by all the Board members and senior management personnel along with certificate under Regulation 17(8) of the SEBI Listing Regulations 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. Atit Agarwal (DIN 02330412) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Accordingly, his re-appointment forms part of the notice of the ensuing Annual General Meeting.

Mr. Atit Agarwal is re-designated as Non-Executive Chairman of the Company effective from 01^st June, 2016 at the Board Meeting held on 30^th May, 2016.

Mr. S.S.Thakur was appointed as Independent Director at the Annual General Meeting held on 09^th August, 2014 for a period of 3 years. Mr. S.S. Thakur is proposed to be re-appointed as an Independent Director for five consecutive years for a term up to the conclusion of the 40^th Annual General Meeting in the calendar year 2022. Accordingly, his re-appointment forms part of the notice of the ensuing Annual General Meeting.

Mr. Jagannadham Thunuguntla & Ms. Jyoti Rai were appointed as Independent Director at the Annual General Meeting held on 22^nd September, 2015. 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 SEBI Listing Regulations. During the year, nonexecutive directors of the Company had no pecuniary relationship or transactions with the Company.

Ms. Alpa Ramani, Company Secretary & Compliance Officer of the Company has resigned w.e.f. 30^th May, 2017. The Board has appointed Ms. Ruchi Jaiwsal as Company Secretary & Compliance Officer of the Company w.e.f. 30^th May, 2017.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2017, 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, 2017 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)(1) 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

Management Discussion & Analysis Report for the year under review is attached, which forms part of the Annual Report.

15. BUSINESS RESPONSIBILITY REPORT

The ‘Business Responsibility Report’ (BRR) of your Company for the year 2016-17 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. 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.

17. 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”.

18. 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.

19. 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.

20.1 Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and rules framed there under, 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 09^th August, 2014 till the conclusion of AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed there under, as amended from time to time, SGCO & Co. LLP, Chartered Accountants (Firm Reg. No: 112081W/W100184)) appointed as the Statutory Auditors of the Company by the Board of Directors at their meeting held on 30^th May, 2017 to hold office for a period of five years from the conclusion of this Annual General Meeting (AGM) till the conclusion of 40^th Annual General Meeting subject to ratification of their appointment at every AGM of the Company in place of M/s. Haribhakti & Co. LLP, Chartered Accountants.

A Resolution seeking member’s approval for appointment of SGCO & Co. LLP, Chartered Accountants as Statutory Auditors forms part of the Notice convening the Annual General Meeting.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and submitted the Certificate in writing that their appointment, if made, would be within the prescribed limit under the Act and they are not disqualified for appointment.

The Auditor’s Report for the Financial Year ended 31^st March, 2017 does not contain any qualification, reservation or adverse remark and is prepared as per India Accounting Standard (INDAS).

20.2 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 2017-18.

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

20.3 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, 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 partial spending of amount towards Corporate Social Responsibility (CSR) by the company.

As per the provision 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 Company has been working on identifying the projects for carrying out CSR activities; this has been take more time than estimated looking at the total spending requirement.

21. 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. 33 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.

22. 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.

23. RISK MANAGEMENT

The Company has laid down the procedures to inform 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 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.

24. 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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting, and the reviews performed by management and the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and operating effectively as at March 31, 2017.

During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

25. 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.

26. BOARD MEETINGS

During the year, 4 (Four) Board Meetings were held on 30^th May 2016, 09^th September 2016, 01^st December 2016 and 14^th February, 2017.

27. 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 as member. The Company Secretary of the Company acts as a Secretary of the Committee.

28. 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.

29. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 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.

30. 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.

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) of the 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 2016-17 and

(ii) The percentage increase in remuneration of each Director and Company Secretary in the financial year 2016-17.

Sr. No.	Name of the Director/KMP and Designation*	Remuneration of Director/KMP for financial year 2016-17 (Rs. in Millions)	Ratio of remuneration of each director to the median remuneration of employees	% increase in remuneration in the financial year 2016-17
1	Mr. Atit Agarwal (Non-Executive Chairman)**	0.65#	1.97	9.86%
2.	Mr. S.S.Thakur (Independent NonExecutive Director)	0.55	1.65

3.	Mr. Jagannadham Thunuguntla (Independent NonExecutive Director)	0.54	1.60
4.	Ms. Jyoti Rai (Independent NonExecutive Director)	0.30	0.89
5.	Ms. Alpa Ramani Company Secretary & Compliance Officer	0.45		11.55%

* Details not given for Mr. Rajesh Pandey as he did not receive any remuneration from the Company.

** Mr. Atit Agarwal is re-designated as Non-Executive Chairman of the Company effective from 01^st June, 2016 at the Board Meeting held on 30^th May, 2016.

# Drawn remuneration for part of the year.

(iii) The Median Remuneration of employees of the Company for the financial year 201617 is Rs. 0.33 Million and there was an increase of 22.22% compared to the previous financial year.

(iv) The number of permanent employees on the rolls of the Company is 255 for the financial year ended March 31, 2017.

(v) Average percentage increase made in the salaries of employees other than the key managerial personnel for the financial year 2016-17 was approx. 10.18 %. The increase in the remuneration of key managerial personnel was approx. 10.54 %. The increase in remuneration is determined based on the performance of the employees of the company.

(vi) 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.

(vii) 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 RajeshPandey

Date : 30^th May, 2017 Director

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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

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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)

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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

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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)

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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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Mar 31, 2009

The Directors have pleasure in presenting herewith their Twenty Seventh Annual Report of your Company together with the Audited Financial statements for the year ended on 31st March, 2009.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2009 is summarized below:

Financial Results Year ended Year ended 31.03.2009 31.03.2008 Amt (Rs. in Millions) Amt (Rs.in Millions)

Net Sales 4270.65 3717.76

Profit before Interest and Depreciation 526.41 651.39

Less : Interest 3.08 3.32

Profit Before Depreciation 523.33 648.07

Less: Depreciation 207.77 186.04

Profit before Tax 315.56 462.03

Less: Provision for Taxation

Current Tax 39.72 56.28

Deferred Tax 7.47 25.81

Fringe Benefit Tax 1.87 1.15

Tax Adjusted for earlier Years 0.46 -

Net Prodi for the year after Tax 266.05 378.78

Less: Loss of Responsive Polymers (47.48) - International Ltd. on account of amalgamation

Add: Profit brought forward from 596.65 394.96

Previous Period

Amount available for appropriation 815.22 773.74

Proposed Dividend 24.79 16.79

Corporate Dividend Tax 4.21 2.85

Transferred to General Reserve - -

Balance carried forward to Balance Sheet 786.21 754.09

OPERATIONS

The total turnover of the Company during the period under review stood at Rs. 4270.65 Millions with Profit after Tax amounting to Rs. 266.05 Millions as compared to Turnover of Rs. 3717.76 Millions with Profit after Tax amounting to Rs. 378.78 Millions, of previous year. Yours Directors are confident that inspite of the slowdown of the Global Economy during the financial year 2008-09 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 endeavor to perform better.

DIVIDEND

our Directors are pleased to recommend for your consideration payment of a dividend at the rate of the ( Re. 1 per Equity Share) for the financial year ended on 31st March 2009, amounting to Rs. 29.00 Millions including Corporate Dividend Tax. i

REORGANISATION

Responsive Polymers International Limited (RPIL) has been amalgamated with the Company with effect from July 1, 2006 (the appointed date) in terms of the Scheme of Amalgamation (the Scheme) sanctioned by the Honble High Court of Bombay vide its order dated 13,h February, 2009.

In accordance with the Scheme, the undertaking of RPIL being all assets and debts, outstandings, credits, liabilities, duties and obligations, have been transferred to and vested in the Company retrospectively with effect from the appointed date.

Pursuant to the Scheme, the shareholders holding fully paid up equity shares in RPIL were allotted 38,00,000 equity shares of the Company, out of which 9,50,000 Equity shares were allotted during the financial year under review i.e. on 30th March, 2009 and for the balance 28,50,000 Equity shares a Share Capital Suspense Account had been created in the financial statements for the year ended 31st March, 2009 with the amount of Rs. 28.50 Millions which were allotted on 08th June, 2009. Further, pursuant to the Scheme, the 1,92,93,200 0% Redeemable N in-Convertible Preference Shares of Rs. 10/- each held by RPIL in the Company have been cancelled.

CHANGES IN SHARE CAPITAL

Upon issuance of 38,00,000 Equity shares to the shareholders of RPIL and cancellation of the 1,92,93,200 0% Redeemable Non-Convertible Preference Shares held by RPIL in the Company consequent to amalgamation, the issued, subscribed and paid up share capital as on 31st March, 2009 stands at Rs. 219.42 Millions divided into 2,19,42,000 equity shares of Rs.10/- each with Rs. 28.50 Millions divided into 28,50,000 Equity shares of Rs. 10 each standing in Share Capital Suspense Account from the earlier Rs. 402.85 Millions comprising 2,09,92,000 equity shares of Rs. 10/- each and 1,92,93,200 0% Redeemable Non-Convertible Preference Shares of Rs. 10/- each. The balance 28,50,000 liquify shares of Rs. 10 each appearing in the Share Capital Suspense Account were allotted by the Company on 08,thJune, 2009 after reclassification of the Authorised Preference Share Capital of Rs. 20,00,00,000 divided into 2,00,00,000 preference shares of Rs. 10 each into the Authorized Equity Share Capital of Rs. 20,00,00,000 divided into 2,00,00,000 equity shares of Rs. 10 each in the Extra Ordinary General meeting of the Company held on 28th May 2009. Presently, as on the date of this report, the Authorized Share Capital of the Company is Rs. 42,00,00,000 divided into 4,20,00,000 equity shares of Rs.10 each.

After the end of the Financial year 2008-2009 but before the date of this report, your Company raised an aggregate of Rs. 70 crores through Preferential issue of 7000 0% Compulsorily Convertible Debentures of face value of Rs. 1,00,000 each at par from Foreign Corporate Bodies.

SUBSIDIARY COMPANIES

Your Company has one subsidiary company i.e. Axiom Impex International Limited. A statement pursuant to Section 212 of the Companies Act, 1956, in respect of Axiom Impex International Limited and its financial statements for the financial year 2008-09 together with the Report of the Directors and Auditors thereon, arc attached to the accounts of the Company.

CONSOLIDATED FINACIAL 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

1„In accordance with the with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ashok Jha retire by rotation at the ensuing Annual General Meeting and being eligible offers is himself for reappointment. Accordingly, his re-appointment forms part of the notice of the causing Annual General Meeting.

The Board appointed Mrs Swati Agarwal as an Additional Director on 22,nd August, 2008 and she holds office upto the ensuing Annual General Meeting. The resolution for her appointment as Director is being moved at the ensuing Annual General Meeting.

The Board appointed Mr. Atit Agarwal as an Additional Director and Whole-time Director on 22nd August 2008 and he holds office upto the ensuing Annual General Meeting. The resolution for his appointment as Director and Whole-time Director is being moved at the ensuing Annual General Moling.

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, 2009 and of the profit of the Company for the sear ended on that date;

- t.hat 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.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a separate report on Corporate Governance and a certificate from the Mr. Pradip C. Shah, FCS, Practising Company Secretary regarding compliance with the conditions of Corporate Governance, forms part of the Annual Report.

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 Comapnies (particulars of employees) Rules, 1975 are not applicable.

PUBLIC DEPOSITS

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

AUDITORS

Your Companys Statutory Auditors M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing Annual General Meeting. It is proposed to re-appoint M/s Haribhakti & Co., Chartered Accountants as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

AUDITORS REPORT

The notes on account referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation under section 217(3) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

Report on Management Discussion & Analysis is included as a part of this Annual Report

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, the required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure to 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 OF DIRECTORS DIRECTOR DIRECTOR

Place: Betegaon

Date : 07,th September, 2009