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Responsive Industries Ltd.

BSE: 505509 Sector: Industrials
NSE: RESPONIND ISIN Code: INE688D01026
BSE 00:00 | 29 Sep 104.05 2.25
(2.21%)
OPEN

100.65

HIGH

105.00

LOW

98.00

NSE 00:00 | 29 Sep 104.05 3.25
(3.22%)
OPEN

100.00

HIGH

105.70

LOW

97.75

OPEN 100.65
PREVIOUS CLOSE 101.80
VOLUME 14472
52-Week high 121.95
52-Week low 67.90
P/E 371.61
Mkt Cap.(Rs cr) 2,777
Buy Price 104.05
Buy Qty 1312.00
Sell Price 105.00
Sell Qty 2.00
OPEN 100.65
CLOSE 101.80
VOLUME 14472
52-Week high 121.95
52-Week low 67.90
P/E 371.61
Mkt Cap.(Rs cr) 2,777
Buy Price 104.05
Buy Qty 1312.00
Sell Price 105.00
Sell Qty 2.00

Responsive Industries Ltd. (RESPONIND) - Director Report

Company director report

Dear members

The Board of Directors ("Directors") of Responsive Industries Limited("the Company") are pleased to present the Thirty Seventh Annual Report on thebusiness and operations of the Company with the Audited Financial Statements for thefinancial year ended 31 March 2019.

FINANCIAL SUMMARY & HIGHLIGHTS

Standalone Consolidated
Particulars For the year ended For the year ended
2019 2018 2019 2018
Revenue from operations 6288.32 10978.37 7750.38 12637.01
Other Income 143.39 154.74 244.52 186.96
Profit/Loss before Depreciation 1207.27 1086.08 1398.64 1300.81
Finance Costs Exceptional Items and Tax Expense
Less: Depreciation/Amortisation/ 614.98 656.70 818.99 866.52
Impairment
Profit/Loss before Finance Costs 592.29 429.38 579.65 434.29
Exceptional items and Tax Expense
Less: Finance Cost 126.74 170.39 129.18 171.85
Profit/Loss before Exceptional items and Tax Expense 465.55 258.99 450.47 262.44
Add/(Less): Exceptional items - - - 50.80
Profit/Loss before Tax Expense 465.55 258.99 450.47 211.64
Less: Tax Expense (Current & Deferred) 181.37 128.24 155.88 118.08
Profit/Loss for the year (1) 284.18 130.75 294.59 93.56
Total Comprehensive Income/Loss (2) (1.35) 3.29 (1.22) 3.79
Total (1+2) 282.83 134.04 293.37 97.35
Earnings Per Share (EPS) of Re.1/- each 1.06 0.49 1.09 0.41

COMPANY'S PERFORMANCE

Your Company has earned Total Revenue of Rs. 6288.32 million for the financial yearended 31 March 2019 as compared to Rs. 10978.37 million in the previous financial yearended 31 March 2018. The Company has recorded a Net Profit after Tax of Rs. 284.18million for the financial year ended 31 March 2019 as compare to the Net Profit after Taxof Rs. 130.75 million for the financial year ended 31 March 2018.

COMPANY'S STATE OF AFFAIRS & OPERATIONS

Your Company is a leading domestic manufacturer of Vinyl Flooring and Synthetic leatherand is among the top four producers of Vinyl Flooring globally. The Company's mainproducts include Vinyl Flooring Synthetic Leather Luxury Vinyl Tile (LVT). The majorclients of the Company are from different sectors such as healthcare hospitalitytransportation IT and telecom retail education sports infrastructure and real estate.The Company has a wide distribution network and export its products world-wide over morethan 70 countries. In the financial year 2019 your Company has launched a new andinnovative breakthrough product ‘IMPACT' under Luxury Vinyl Tile (LVT) category.Owing to its superior and unique eminence viz easy installation adhesive free heavytra_c endurance and excellent sound insulation etc. LVT is achieving huge importanceacross the globe. Apart from focusing on higher margin products your Company is settingup a LVT manufacturing unit in UAE to expand its geographical footprints and reap thebenefit of UAE's strategic location. Being a first mover Indian Company in LVT categoryalong with a firm balance sheet and well differentiated product portfolio your Company iswell placed to seize the tremendous untapped growth opportunity lying in this businesssegment. During the year under review there were no significant change in the nature ofbusiness carried on by the Company and its subsidiaries.

DIVIDEND

Based on Company's performance the Directors have recommended a dividend of Re. 0.12per equity share of face value of Re.1/- each (at the rate of 12%) payable to thoseeligible shareholders whose name appear in the Register of Members as on Cut-off Date. Thetotal dividend to be paid on equity shares for the financial year 2019 is Rs. 32.03million. The dividend tax payable on dividend declared is Rs. 6.51 million. The dividendwill be paid in accordance with the Company's dividend distribution policy which is alsoavailable on the website of the Company www.responsiveindustries.com/ policies.

TRANSFER TO RESERVES

The Board of Directors has decided not to transfer any amount to reserves for the yearunder review.

SHARE CAPITAL

The paid up equity share capital as on 31 March 2019 stood at Rs. 266.91 million.During the year under review the Company has not issued any shares with differentialvoting rights nor granted any stock options or sweat equity shares. As on 31 March 2019none of the Directors of the Company hold instruments convertible into equity shares ofthe Company. During the year under review there were no instances of non-exercising ofvoting rights in respect of shares purchased directly by employees under a scheme pursuantto Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital andDebentures) Rules 2014.

SUBSIDIARIES ASSOCIATES & JOINT VENTURES Domestic Subsidiary

Axiom Cordages Limited material non listed subsidiary incorporated in the year 15April 1999 is a rope manufacturing company. The Total Revenue of the Company stood at Rs.1525.39 million (Previous year: 2003.29 million) and the Profit after tax for the yearstood at Rs. 14.79 million {Previous year: Rs. (35.32) million}.

Foreign Subsidiaries

Responsive Industries Limited Hong Kong incorporated in the year 2017 is a whollyowned subsidiary. The Company has recorded loss of 10031 USD (equivalent to Rs. 673707)for the year ended 31 March 2019.

Responsive Industries Limited UAE incorporated in the year 2018 is a step downsubsidiary of the Company. The Company has recorded profit of 4754 USD (equivalent to Rs.319291) for the ended 31 March 2019.

Axiom Cordages Limited Hong Kong incorporated in the year 2017 is a step downsubsidiary of the Company. The Company has recorded profit of 19795 USD (equivalent toRs.1329482) for the ended 31 March 2019.

Axiom Cordages Limited UAE incorporated in the year 2018 is a step down subsidiary ofthe Company. The Company has recorded profit of 3537 USD (equivalent to Rs. 237487) forthe year ended 31 March 2019.

The policy for determining Material Subsidiary of the Company is available on thewebsite of the Company at www.responsiveindustries.com/policies. The Company does not haveany Associate Company & Joint Venture.

The requirement of appointing Independent Director of the Company on the Board of theIndian subsidiary company has been duly complied with. The requirements of Securities andExchange Board of India (Listing Obligations and Disclosures Requirements) Regulations2015 ("SEBI Listing Regulations") with regard to subsidiary company have beencomplied with.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance withthe "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 ofsubsidiaries/ associate companies/ joint ventures is given in Form AOC-1 which forms anintegral part of this Report.

Further pursuant to the provisions of Section 136 of the Act the Standalone andConsolidated Financial Statements along with relevant documents of the Company andseparate Audited Financial Statements in respect of subsidiaries are available on thewebsite of the Company at www. responsiveindustries.com/financial-results.

The Financial Statements of foreign subsidiaries Responsive Industries Limited HongKong and foreign step down subsidiary Axiom Cordages Limited Hong Kong are prepared inaccordance with the Hong Kong Financial Reporting Standards for private entities (HKFRSfor PE) issued by the Hong Kong Institute of Certified Public Accountants (HKICPA) and inCompliance with the Hong Kong Companies Ordinance.

The Financial Statements of foreign step-down subsidiaries Responsive IndustriesLimited UAE and Axiom Cordages Limited UAE are prepared in accordance with InternationalFinancial Reporting Standards.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provision of Regulation 34 of the SEBI Listing Regulations (LODR) 2015and amendments thereto the Management Discussion and Analysis Report is provided as "AnnexureA" forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations (LODR)2015 and amendments thereto a separate Section on corporate governance practices followedby the Company together with a certificate from the Company's Secretarial Auditorsconfirming compliance are provided as "Annexure B" Corporate GovernanceReport forming part of this Annual Report

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT 9 as required under Section 92(3) of theCompanies Act 2013 is provided as "Annexure C" forming part of thisAnnual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments

The Board on recommendation of Nomination and Remuneration Committee ("NRC")has appointed Mr. Rajiv Kumar Bakshi (DIN: 00264007) and Ms. Bhumika Jain (DIN: 08083360)as Additional Directors (Independent Non-Executive) with effect from 17 October 2018 and24 May 2019 respectively for a term of 5 (Five) years subject to approval of members.Accordingly the Board recommends the resolution in relation to appointment of Mr. RajivKumar Bakshi and Ms. Bhumika Jain as Independent Directors of the Company for a term of 5(Five) years. Their brief profiles along with the resolutions seeking members' approvalfor their appointments forms part of the Notice convening the ensuing Annual GeneralMeeting.

During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company and professional fees for renderingprofessional services.

The Board on recommendation of NRC has appointed Mr. Mehul Vala (DIN: 08361696) asWhole Time Director designated as Chief Executive Officer with effect from 14 February2019 for a period of 3 years subject to approval of shareholders. In terms of Section 161of the Act Mr. Mehul Vala holds office up to the date of ensuing Annual General Meeting.The Company has received notice in writing from a member along with requisite amount ofdeposit under Section 160 of the Companies Act 2013 proposing Mr. Mehul Vala's name forthe office of Directorship for 3 (Three) years. Accordingly the Board recommends theresolution in relation to appointment of Mr. Mehul Vala as Whole Time Director designatedas Chief Executive Officer of the Company. The brief profile of Mr. Mehul Vala along witha resolution seeking members' approval for his appointment forms part of the Noticeconvening the ensuing Annual General Meeting.

The Board on recommendation of NRC appointed Mr. Mrunal Shetty (DIN: 08362895) asAdditional Director designated as Chief Financial Officer with effect from 14 February2019. In terms of Section 161 of the Act Mr. Mrunal Shetty holds office up to the date ofensuing Annual General Meeting. The Company has received notice in writing from a memberalong with requisite amount of deposit under Section 160 of the Companies Act 2013proposing Mr. Mrunal Shetty's name for the office of Directorship. Accordingly the Boardrecommends the resolution in relation to appointment of Mr. Mrunal Shetty as Directordesignated as Chief Financial Officer of the Company. The brief profile of Mr. MrunalShetty along with a resolution seeking members' approval for his appointment forms part ofthe Notice convening the ensuing Annual General Meeting.

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company as on 31 March 2019 are: Mr. Mehul Vala ChiefExecutive Officer and Whole Time Director Mr. Mrunal Shetty Chief Financial Officer& Executive Director and Ms. Ruchi Jaiswal Company Secretary.

Resignation and Retirement

Mr. Jagannadham Thunuguntla (DIN:02254282) Non-Executive Independent Director of theCompany who was re-appointed in the Annual General Meeting held on 08 June 2018 forsecond term of 5(Five) years has resigned from the office with effect from 21 August 2018due to preoccupation. The Director has confirmed that the resignation is purely personalin nature and there is no other material reason other than those provided. The disclosurein this regard is available on the Company's website at www.responsiveindustries.com/news-announcements.

Mrs. Rohini Agarwal (DIN: 08057122) who was appointed as Non-Executive Director witheffect from 02 May 2018 in the Annual General Meeting held on 08 June 2018 has resignedfrom the office with effect from 14 February 2019 due to preoccupation. The disclosure inthis regard is available on the Company's website atwww.responsiveindustries.com/news-announcements. Mr. Rajesh Pandey (DIN: 00092767) who wasappointed as Executive Director of the Company with effect from 30 October 2006 hasresigned from the office with effect from 27 February 2019 due to preoccupation. Thedisclosure in this regard is available on the Company's website at www.responsiveindustries.com/news-announcements.

Re-appointment

In accordance with the provisions of Section 152 of the Companies Act 2013 and readwith the Article 24 of the Articles of Association of the Company Mr. Rishabh Agarwal(DIN: 05011607) being longest serving Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. Accordingly theBoard recommends a resolution in relation to his re-appointment as Director of theCompany. A resolution seeking members' approval for his appointment forms part of theNotice convening the ensuing Annual General Meeting.

Change in Designation

Mr. Rishabh Agarwal (DIN: 05011607) was appointed as Managing Director of the Companywith effect from 02 May 2018 in the Annual General Meeting held on 08 June 2018 for aterm of 5 (Five) years. In the Board meeting held on 14 February 2019 he wasre-designated as Non-Executive Chairman of the Company. His terms of appointment asManaging Director stand rescind with effect from 14 February 2019.

DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to the provisions of Section 149 of the Companies Act 2013 the IndependentDirectors have submitted declarations that each of them meet the criteria of independenceas provided under Section 149(6) of the Companies Act 2013 along with Rules framedthereunder and Regulation 16(1)(b) of the SEBI Listing Regulations (LODR) 2015. Furtherthere has been no change in the circumstances affecting their status as IndependentDirector of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors of the yourCompany to the best of their knowledge state that: (a) in the preparation of the AnnualFinancial Statements for the year ended 31 March 2019 the applicable Indian AccountingStandards (Ind AS) have been followed and there are no material departures; (b) theDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 March 2019 and of the Profit& Loss of the Company for the year ended on that date; (c) the Directors have takenproper and sufficient care for maintenance of adequate accounting records in accordancewith the provisions of the Companies Act 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; (d) the Annual Accountshave been prepared on a going concern basis; (e) the Directors have laid down internalfinancial controls to be followed by the Company and such internal financial controls areadequate and operating effectively; and (f) the Directors have devised proper system toensure compliance with the provisions of all applicable laws and that such system areadequate and operating effectively.

BOARD MEETINGS

During the year 6 (Six) Board Meetings were held. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013. As stipulated byCode of Independent Directors under the Companies Act 2013 a separate meeting of theIndependent Directors of the Company was held on 14 February 2019 to review theperformance of Non-Independent Directors Chairman and the Board as a whole. The meetingdetails are provided in "Annexure B" Corporate Governance Report formingpart of this Annual Report.

BOARD COMMITTEE

The Board has formed various Committees as required under the Companies Act 2013 andthe SEBI Listing Regulations (LODR) 2015. Detail report on composition of Committeesnumber of meeting held during the year and the changes in the composition during the yearare provided in "Annexure B" Corporate Governance Report forming part ofthis Annual Report.

BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 and as per the provision of Schedule IV of the Companies Act 2013(Code for Independent Directors) and SEBI Listing Regulations (LODR) 2015 and amendmentsthereto performance evaluation of Board and that of its Committees and individualDirectors was carried out. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance. Aseparate exercise was carried out to evaluate the performance of individual IndependentDirectors who were evaluated on parameters such as level of engagement and contributionindependence of judgment participation by all Directors and developing consensus amongstthe Directors for all decisions. In a separate meeting of Independent Directors held on 14February 2019 performance of Non-Independent Directors performance of the Board as awhole and performance of the Chairman was evaluated taking into account the view of theExecutive Directors and Non-Executive Directors. Also the quality quantity and timelinessof flow of information between the Company management and the Board were assessed that wasdeemed necessary for the Board to effectively and reasonably perform their duties.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company's policy on Director's appointment and remuneration as required underSub-Section (3) of Section 178 of the Companies Act 2013 is provided in "AnnexureB" Corporate Governance Report forming part of this Annual Report. The policy isalso available on the website of the Company at www.responsiveindustries.com/policies.

AUDITORS AND AUDIT REPORTS

Statutory Auditor

Pursuant to Section 139 of the Companies Act 2013 and Rules made there under M/s SGCO& Co. LLP (Firm Reg. No: 112081W/W100184) was appointed as Statutory Auditor of theCompany for a period of 5 (Five) consecutive years from the conclusion of the 35th AGMtill the conclusion of the 40th AGM of the Company subject to ratification by the membersat every AGM held after that. The requirement for annual ratification of auditors'appointment at the AGM has been omitted pursuant to Companies (Amendment) Act 2017notified on 07 May 2018. Hence the same does not form part of Notice of the ensuingAnnual General Meeting. The Board on recommendation from Audit Committee has appointed M/sShah and Taparia (Firm Reg. No. 109463W) as Joint Statutory Auditors' of the Company inthe Board meeting held on 24 May 2019 for a term of 5 (Five) years subject to approval ofshareholders. The firm has confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the rules framed thereunder for being appointed as Auditors of the Company.Accordingly the Board recommended to the shareholders for their appointment as StatutoryJoint Auditors' of the Company for a consecutive term of 5 (Five) years and brief profilealong with a resolution seeking member's approval for the appointment forms part of theNotice convening ensuing Annual General Meeting.

Audit Report

The Statutory Auditor's Report (Standalone & Consolidated) for the financial yearended 31 March 2019 does not contain any qualification reservation or adverse remark andis prepared as per "Ind AS." and form part of this Annual Report.

Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 the Company is required to get its cost records auditedand the audit shall be conducted by a Cost Accountant in practice who shall be appointedby the Board on such remuneration as may be determined by the Board subject to approval ofthe members of the Company.

On recommendations of Audit Committee the Board has appointed M/s. S.K. Agarwal &Associates (Mem No.: 7880) to audit the Cost Accounts of the Company for the financialyear 2019-20. Further the Board recommended for members' approval remuneration ofRs.150000/- (Rupees One Lakh Fifty Thousand Only annually) plus applicable taxes and outof pocket expenses payable to the Cost Auditor for the financial year 2019-20.Accordingly a resolution seeking member's approval for the remuneration payable to theCost Auditor forms part of the Notice convening the Annual General Meeting.

Internal Auditor

Pursuant to Section 138 of the Companies Act 2013 and on recommendation received fromAudit Committee the Board has appointed M/s Shambhu Gupta & Co. CharteredAccountants Mumbai (Firm Reg No: 007234C) as an Internal Auditors of the Company toconduct Internal Audit for the financial year 2019-20 at a remuneration of Rs.1200000/- (Rupees Twelve Lakhs Only) per annum plus applicable taxes and out of pocketexpenses.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. P.P. Shah & Co. Practising Company Secretaries Mumbai (CPNo:436) to undertake the Secretarial Audit of the Company for the financial year 2019-20at a total remuneration of Rs. 60000/- (Rupees Sixty thousand Only annually) plusapplicable taxes and out of pocket expenses. The Secretarial Audit Report in Form MR-3 forthe financial year 2018-19 is annexed herewith as "Annexure D" formingpart of this Annual Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark except for Non-appointment of Chief FinancialOfficer (CFO) and partial spending of amount towards Corporate Social Responsibility.

Pursuant to the provision of Section 203(1) of the Companies Act 2013 the Company hasappointed Mr. Mrunal Shetty as Chief Financial Officer of the Company w.e.f. 14 February2019. Further the Company has been working on identifying suitable projects for spendingunspent CSR amounts to serve the needy section of the society.

PUBLIC DEPOSITS

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isalso defined. To maintain its objectivity and independence the Internal Audit functionreports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy ofInternal Control System in the Company its compliance with operating systems accountingprocedures and policies of the Company and its subsidiaries. Based on the report ofinternal audit function corrective action are undertaken in the respective areas tostrengthen the controls and to enhance the effectiveness of the existing system.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.

Internal Financial Control

As per Section 134(5)(e) of the Companies Act 2013 Internal Financial Control meansthe policies and procedures adopted by the Company for ensuring: - accuracy andcompleteness of the accounting records - safeguarding of its assets prevention anddetection of fraud Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the InternalStatutory and Secretarial Auditors including audit of internal financial controls overfinancial reporting and the reviews performed by management and the Audit committee theBoard is of the opinion that the Company's internal financial controls were adequate andoperating effectively as on 31 March 2019. During the year under review no material orserious observation has been observed for inefficiency or inadequacy of such controls.

REPORTING OF FRAUD BY AUDITORS

During the year under review there are no instance of any fraud reported by StatutoryAuditor or Secretarial Auditor or Cost Auditor under Section 143(12) of the Companies act2013 by the Company or any fraud on the Company buy its officers or employee the detailsof which is needed to disclosed in the Board's Report.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES

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

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

All Related party Transactions that were entered into during the financial year 2018-19were in the ordinary course of business and on arm's length basis. The Company has notentered into any contract/arrangement/transaction with related parties which could beconsidered material in nature as per Regulation 23 of the SEBI Listing Regulations (LODR)2015 and amendments thereto and Company's policy on Related Party Transactions. AllRelated 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 areof a foreseen and repetitive in nature. Your Directors draw attention of the members tonote no. 32 to the Standalone Financial Statement which sets out related partydisclosures. The policy adopted by the Board on Material Related Party Transactions isavailable on the website of the Company at www.responsiveindustries.com/policies.

RISK MANAGEMENT

The Company has formed Risk Management Committee and also laid down the procedures toinform the Board about the risk assessment and minimization procedures and the Board hasformulated Risk Management Policy to ensure that the Board its Audit Committee and itsmanagement should collectively identify the risks impacting the Company's business anddocument their process of risk identification risk minimization risk optimization as apart of a risk management policy strategy. At present there is no identifiable risk whichin the opinion of the Board may threaten the existence of the Company. The details ofcomposition and terms of reference of the Risk Management Committee are provided in "AnnexureB" Corporate Governance Report forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated Corporate Social Responsibility Committee under Section 135of the Companies Act 2013 and has developed a CSR Policy which indicates the activitiesto be undertaken by the Company as specified in Schedule VII of the Companies Act 2013.The CSR Policy is also available on the website of the Company atwww.responsiveindustries.com/ policies. Detail report on CSR activities undertaken duringthe financial year 2018-19 are provided in "Annexure E" Report onCorporate Social Responsibility forming part of this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 required information relating to the conservation ofenergy technology absorption and foreign exchange earnings and outgo are provided in "AnnexureF" forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of SEBI Listing Regulations (LODR) 2015 the Annual Reportof the top five hundred listed entities based on market capitalization (calculated as onMarch 31 of every financial year) shall contain Business Responsibility Report ("BRR")describing the initiatives taken by them from an environmental social and governanceperspective in the format as specified by the SEBI from time to time.

Our Company does not fall in the list of top five hundred listed entities as per marketcapitalization calculated as on 31 March 2018. However the Company voluntarily continuingthe submission of Business Responsibility Report for the financial year 2018-19 as "AnnexureG" forming part of this Annual Report.

BUYBACK OF SHARES

During the year the Company has passed Special Resolution vide Postal Ballot dated 05December 2018 for buyback of equity shares not exceeding 20750000 (Rupees Two CroresSeven Lakhs Fifty Thousand Only) shares at the price of Rs. 77/- (Rupees Seventy SevenOnly) per equity shares for aggregate amount upto Rs. 15977.50 Lakhs (Rupees One HundredFifty Nine Crores Seventy Seven Lakhs and Fifty Thousand Only). Since the price of theequity shares of the Company has been more or less above Rs. 90/- (Rupees Ninety Only) andthe Board was of the opinion that the buyback exercise may not evoke any response andhence the Board in the meeting held on 04 December 2018 has decided to review thebuyback program and deffered the same for rework on buyback scheme.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTOR

All the Independent Directors inducted on the Board were familiarised with the workingof the Company. Further at the time of appointment of Independent Director the Companyissue formal appointment letter outlining his/her role function duties responsibilitiesand right to access information. The appointment letters are available on the website ofthe Company at www. responsiveindustries.com/news-announcements.The details offamiliarization program are provided in "Annexure B" Corporate GovernanceReport forming part of this Annual Report and also posted on the website of the Company atwww.responsiveindustries.com/news-announcements.

MATERIAL CHANGES

Pursuant to disclosures under Section 134(3)(L) of the Companies Act 2013 no materialchanges and commitments which could affect the Company's financial position have occurredbetween the end of the financial year 2018-19 of the Company and date of this report.

ALTERATION IN THE MAIN OBJECT OF MEMORANDUM OF ASSOCIATION:

During the year the Company has altered the Main Object of the Memorandum ofAssociation (the "MOA") by passing Special Resolution vide Postal Ballot as on05 December 2018 by incorporating therein object:

i) To carry business and deal in precious stones & jewelry.

ii) To carry business and deal in commodity equity currency forex market in Indiaor abroad.

ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

The Company has adopted new set of Articles of Association (‘AOA") of theCompany under the Companies Act 2013 by passing Special Resolution vide Postal Ballot ason 05 December 2018.

GROUP

Pursuant to intimation from the promoters the names of the promoters & entitiescomprising the "Group" are disclosed in the Annual report for the purpose ofSEBI (Substantial Acquisition of Shares & Takeovers) Regulations 2011 in "AnnexureH".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

PLEDGE OF SHARES

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

DETAILS OF EMPLOYEE STOCK OPTION SCHEME

The Company has approved RESPONSIVE INDUSTRIES LIMITED – Employees Stock OptionScheme 2018 (RESPONSIVE ESOS 2018) in the Annual General meeting held on 08 June 2018.The Company has not granted any option under the Scheme during the financial year 2018-19.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best corporate governance practices Company has put in place a systemthrough which the Directors and employees may report concerns about unethical behaviouractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal. The employees and Directors may report to the Compliance Officerand have direct access to the Chairman of the Audit Committee. The Whistle Blower Policyis also available on the website of the Company at www.responsiveindustries.com/policies.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of the Companies Act 2013 and other disclosures as PerRule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014there were no employees of the Company drawing remuneration exceeding the specified limitduring 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 ofManagerial Personnel) Rules 2014 are not applicable. Details pertaining to remunerationas required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is providedin "Annexure I" forming part of this Annual Report.

ENVIRONMENT AND SAFETY

Environment Health and Safety (EHS) is an important part of our business and arestrictly followed at all of the Company's processes. For attaining sustainable growththe Company is following all the required EHS audits for maintaining efficient WorkEcosystem.

HUMAN RESOURCES

The industrial relations at the manufacturing facilities of your Company have beencordial during the year. Employees are considered to be team members being one of the mostcritical resources in the business which maximize the effectiveness of the organization.Human resources build the enterprise and the sense of belonging would inculcate the spiritof dedication and loyalty amongst them towards strengthening the Company's Polices andSystems. The Company maintains healthy cordial and harmonious relations with allpersonnel and thereby enhancing the contributory value of the Human Resources.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2019.

The Company formulated Internal Complaints Committee (ICC) for providing redressalmechanism pertaining to Sexual harassment of women employees at workplace. The Company hasnot received any complaint pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

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 highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company opines that its business can bring about transformational changeby pursuing innovative business models those synergies the creation of sustainablelivelihoods and the preservation of natural capital with enhancing shareholder value. YourCompany's aim to create larger ‘stakeholder value' as opposed to merely safeguarding‘shareholder value' is the motivating strength that defines your Company'ssustainability vision and its progress into the future. By enhancing an empowerment increativity and innovation throughout the organisation combined with accountability willdrive the Company's performance and improves effectiveness thereby enhancing shareholdervalue. This is further supported by prudent risk management framework. Your Company isalso committed to creating value for its other stakeholders by ensuring that its corporateactions increase in earnings and dividends positively impact the socio-economic andenvironmental dimensions and contribute to sustainable growth and development.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the support given by the Customers DealersDistributors Suppliers Bankers various departments of the Central and StateGovernments Local Authorities and members of the Company. Your Directors would furtherlike to record their appreciation for the unstinted effort put by all Employees of theCompany during the year.

For and on behalf of the Board of Directors
Mr. Mehul Vala Mr. Mrunal Shetty
Whole Time Director & CEO Director & CFO
DIN:08361696 DIN:08362895
Place: Mumbai
Date: 24 May 2019