To the Members
The Directors have pleasure in presenting before you the 22nd Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2019.
FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
The performance during the period ended 31st March 2019 has been as under:
(Amount in Rs.)
|Particulars ||2018-19 ||2017-18 |
|Profit & Loss account before depreciation ||627000 ||176000 |
|Depreciation ||80000 ||88000 |
|Profit/(Loss) before tax ||547000 ||88000 |
|Less: Provisions for tax: || || |
|Current Tax ||151000 ||21000 |
|Deferred Liability (Assets) ||16000 ||163000 |
|Profit/(Loss) after tax ||380000 ||-96000 |
The Board of Directors have not recommended dividend due to in adequate profits.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The report forms part of this Report. The Management is exploring all possible avenuesto strengthen the resources of the company so that the net worth of the company will beenhanced over a period of time.
Corporate Governance Report is not applicable to the since the paid -up capital andnet-worth of the company does not exceed Rs.10 Crores and Rs.25 Crores respectively.However the company provides a Separate section titled "Report on CorporateGovernance" along with the Auditors' Certificate on Corporate Governance asstipulated under Regulation 34 read with Schedule V of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report.
CHANGE IN MANAGEMENT:
The board would like to inform the member of the company that there is a change inmanagement of the company consequent to the open offer made by the present promoters asper the SEBI (sAsT) regulations. thus the new promoters have taken the management of thecompany with effect from 31st January 2019.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
Mr.Subramaniyam Seetha Raman Director will retire by rotation at the ensuing AnnualGeneral Meeting in terms of Section 152 and any other applicable provisions of theCompanies act 2013 being eligible offered himself for being appointed as the Director ofthe company.
Further the following Directors have resigned to the Board due to change in management
1. Mrs. V. Umakumari 2. Mrs. D. Swayamprabha Nair resigned with effect from 14/02/2019and Mr. K Subbarao resigned with effect from 31/01/2019.The Board place on record itsappreciation for the services rendered by them as Directors.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received a declaration from Mr.K. Prakash Babu and Mr. P. ChandraSekhar Independent directors of the company to the effect that they are meeting thecriteria of independence as provided in Sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations and their declarations are annexed herewith.
Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the
(d) provisions of this Act for safeguarding the assets of the company and for reventingand detecting fraud and other irregularities;
The Directors had prepared the annual accounts on a going concern assumption; and
(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
AUDITORS Statutory Auditors:
At the Annual General Meeting held on 29thSeptember 2018 M/s.BRR&Associates Chartered Accountants were appointed as statutory Auditors of the Company tohold office till the conclusion of the Annual General Meeting to be held in the calendaryear 2024.
The company is having adequate internal control procedures commensurate with the sizeand operations of the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of managerial personnel) Rules 2014 Mr.VBSS PrasadPracticing Company Secretary has conducted Secretarial Audit of the Company for thefinancial years 2018-19. The Secretarial Audit Report for the FY 2018-19 is annexed heretoand forms part of this Annual report. Secretarial Audit Report is self-explanatory anddoes not call for any further comments.
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
Your Company has not undertaken any research and development activity for anymanufacturing activity nor was any specific technology obtained from any external sourceswhich needs to be absorbed or adapted.
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: Rs. 4073026 Foreign Exchange Outgo: Nil
Your Company has not accepted any deposits falling within the meaning of Sec. 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is
adequately resourced commensurate with the operations of the Company and reports to theAudit Committee of the Board.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
No loans guarantees or investments made by the company during the year.
RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well-structured riskmanagement process.
CORPORATE SOCIAL RESPONSIBILITY:
Your company does not attract the provisions of corporate social responsibility asspecified in Companies Act 2013.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and at arm's lengthbasis. The Company had not entered into any other contract/arrangement/transaction withrelated parties which could be considered material in accordance with the policy of thecompany on materiality of related party transactions.
Your Directors draw attention of the members to note 23 to the financial statementwhich sets out related party disclosures.
DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
LISTING WITH STOCK EXCHANGES:
The Annual Listing Fees for the Financial Year 2019-20 to BSE Ltd is paid.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Corporate Governance Report is not applicable to the Company since the paid -up capitaland net worth of the company does not exceed Rs.10Crores and Rs.25Crores respectively.However the company provides a Separate section titled "Report on CorporateGovernance" along with the Auditors' Certificate on Corporate Governance asstipulated under Regulation 34 read with Schedule V of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company. None of the employeesis drawing Rs.850000/- and above per month or Rs.10200000/- and above in aggregateper annum the limits prescribed under Rule 5 (2) of The Companies (Appointment &Remuneration of Managerial Personnel) Rules2014 read with Section 197 of the CompaniesAct 2013.
The company is in compliance withSecretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received anddisposedduring the calendar year.
1. No. of complaints received: Nil
2. No. of complaints disposed-off: Nil
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation of business constituents banksand other financial institutions and shareholders of the Company like SEBI BSE NSDLCDSL Federal Bank HDFC Bank Aarthi Consultants Pvt Ltd etc. for their continued supportfor the growth of the Company.
By order of the Governing Board
For RESPONSE INFORMATICS LIMITED
Smt. Bhuvaneswari Seetharaman
Date: 2nd July 2019