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Responsive Industries Ltd.

BSE: 505509 Sector: Industrials
NSE: RESPONIND ISIN Code: INE688D01026
BSE 00:00 | 28 Sep 122.15 -3.30
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125.05

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121.45

NSE 00:00 | 28 Sep 122.30 -3.20
(-2.55%)
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126.10

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OPEN 125.05
PREVIOUS CLOSE 125.45
VOLUME 7796
52-Week high 205.00
52-Week low 94.55
P/E 179.63
Mkt Cap.(Rs cr) 3,260
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 125.05
CLOSE 125.45
VOLUME 7796
52-Week high 205.00
52-Week low 94.55
P/E 179.63
Mkt Cap.(Rs cr) 3,260
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Responsive Industries Ltd. (RESPONIND) - Director Report

Company director report

DEAR MEMBERS

The Board of Directors ("Directors") of Responsive Industries Limited("the Company") is pleased to present the Thirty Eighth Annual Report on thebusiness and operations of the Company with the Audited Financial Statements for thefinancial year ended March 31 2020.

FINANCIAL SUMMARY & HIGHLIGHTS

Particulars

Standalone For the year ended

Consolidated For the year ended

2020 2019 2020 2019
Revenue from operations 4340.55 6288.32 5331.23 7750.38
Other Income 171.99 143.39 282.19 244.52
Profit/Loss before Depreciation Finance 1052.15 1207.27 1256.89 1398.64
Costs Exceptional Items and Tax
Expense
Less: Depreciation/Amortisation / 574.71 614.98 779.16 818.99
Impairment
Profit/Loss before Finance Costs 477.44 592.29 477.73 579.65
Exceptional items and Tax Expense
Less: Finance Cost 208.70 126.74 212.75 129.18
Profit/Loss before Exceptional items and 268.74 465.55 264.98 450.47
Tax Expense
Add/(Less): Exceptional items - - - -
Profit/Loss before Tax Expense 268.74 465.55 264.98 450.47
Less: Tax Expense (Current & Deferred) 21.54 181.37 21.26 155.88
Profit/Loss for the year (1) 247.20 284.18 243.72 294.59
Total Comprehensive Income/Loss (2) (0.52) (1.35) 9.98 (1.22)
Total (1+2) 246.68 282.83 253.70 293.37
Earnings Per Share (EPS) of Re. 1/- each 0.93 1.06 0.92 1.09

COMPANY'S STATE OF AFFAIRS & OPERATIONS

On a consolidated basis the revenue for FY 2020 was 5331.23 million lower by 31.21%over the previous year's revenue of 7750.38 million. The profit after tax (PAT)attributable to shareholders and non-controlling interests for FY 2020 was Rs.241.83million and Rs.1.89 million respectively. The profit after tax (PAT) attributable toshareholders and non-controlling interests for FY 2019 was Rs. 287.04 million and Rs. 7.55million respectively.

On a standalone basis the revenue for FY 2020 was 4340.55 million lower by 30.97%over the previous year's revenue of 6288.32 million in FY 2019. The PAT attributable toshareholders for FY 2020 was 246.68 million registering a decline of 12.78% over the PATof 282.83 million for FY 2019.

DIVIDEND

Based on Company's performance during the year the Board in the Board

Meeting held on November 07 2019 have declared and paid interim dividend of Re 0.03per equity share of face value of Re 1/- each (at the rate of 3%) during the financialyear 2019-20. The Directors have also recommended final dividend of Re.0.07 per equityshare of face value of Re.1/- each (at the rate of 7%) taking total to Rs. 0.10 per equityshare for the financial year 2019-20. The final dividend shall be payable to thoseeligible shareholders whose name appear in the Register of Members as on Cut-off Date. Thefinal dividend on equity shares if approved by the Members would be Rs. 18.68 million.The dividend tax payable on dividend declared is Rs. 3.80 million.

The Dividend Distribution Policy in terms of Regulation 43A of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulations") is disclosed in the Corporate GovernanceReport and is uploaded on the Company's website at 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 March 31 2020 stood at Rs. 266.91 million.During the year under review the Company has not issued any shares differential withvoting rights nor granted any stock options or sweat equity shares.

As on March 31 2020 none of the Directors of the Company hold instruments convertibleinto equity shares of the Company. During the year under review there were no instancesof non-exercising of voting rights in respect of shares purchased directly by employeesunder a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies(Share Capital and Debentures) Rules 2014.

SUBSIDIARIES ASSOCIATES & JOINT VENTURES

The Company is having total 7 (Seven) subsidiaries including step down subsidiaries.There are no associate or joint venture companies within the meaning of Section 2(6) ofthe Companies Act 2013 ("Act"). There has been no material change in the natureof the business of the subsidiaries. The policy for determining material subsidiary of theCompany is available on the website of the Company atwww.responsiveindustries.com/policies.

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 has beencomplied with.

Domestic Subsidiary

Axiom Cordages Limited material non listed subsidiary incorporated in the year April15 1999 is a rope manufacturing company. The Total Revenue of the Company stood at Rs.990.68 million (Previous year : 1525.39 million) and the Profit after tax for the yearstood at Rs. 2.02 million {Previous year : Rs. 14.79 million}.

Foreign Subsidiaries

Responsive Industries Limited Hong Kong incorporated in the year June 02 2017 is awholly owned subsidiary. The Company has recorded net loss of 6814 USD (equivalent to Rs.0.52 million) for the year ended March 31 2020.

Responsive Industries Limited UAE incorporated in the year March 15 2018 is a stepdown subsidiary of the Company. The Company has recorded net loss of

36922 USD (equivalent to Rs. 2.79 million) for the year ended March 31 2020.

Axiom Cordages Limited Hong Kong incorporated in the year June 02 2017 is a step downsubsidiary of the Company. The Company has recorded net loss of

7913 USD (equivalent to Rs. 0.60 million) for the year ended March 31 2020.

Axiom Cordages Limited UAE incorporated in the year April 11 2018 is a step downsubsidiary of the Company. The Company has recorded net loss of 13889 USD (equivalent toRs. 1.05 million) for the year ended March 31 2020.

Responsive Industries Private Limited Singapore incorporate in the year January

21 2020 is a wholly owned subsidiary of the Company. The Company is yet to start itsoperation.

Responsive Industries LLC USA is a step down subsidiary incorporated on March 062020. The LLC is yet to start its operations.

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 an integral 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/ annual- report.

The statements of foreign subsidiaries Responsive Industries Limited Hong Kong andforeign step down subsidiary Axiom Cordages Limited Hong Kong are prepared in accordancewith the Hong Kong Financial Reporting Standards for private entities (HKFRS for PE)issued by the Hong Kong Institute of Certified Public Accountants (HKICPA) and inCompliance with the Hong Kong Companies Ordinance. The statements of foreign step-downsubsidiaries Responsive Industries Limited UAE and Axiom Cordages Limited UAE areprepared in accordance with International Financial Reporting Standards.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provision of Regulation 34 of the SEBI Listing Regulations (LODR)

2015 and amendments thereto the Management Discussion and Analysis Report is providedas "Annexure A" 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" 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

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 service.

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company as on March 31 2020 are: Mr.

Mehul Vala Chief Executive Officer and Whole Time Director Mr. Mrunal

Shetty Chief Financial Officer & Executive Director and Ms. Ruchi JaiswalCompany Secretary.

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. Mrunal Shetty (DIN:08362895) being longest serving director retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. Accordingly the Boardrecommends a resolution in relation to his re-appointment as director of the Company. Abrief profile along with the resolution seeking members' approval for his appointmentforms part of the Notice convening the ensuing Annual General Meeting.

Resignation

Mr. Shobha Singh Thakur (DIN: 00001466) Non-Executive Independent Director of theCompany who was re-appointed in the Annual General Meeting held on September 29 2017 forsecond term of 5 (Five) years has resigned from the office with effect from June 13 2019on personal ground. The Director has confirmed that the resignation is purely personal innature and there is no other material reason other than those provided. The disclosure inthis regard is available on the Company's website at www.responsiveindustries.com/news-announcements.

DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to the provisions of Section 149 of the Companies Act 2013 the

Independent Directors have submitted declarations that each of them meet the criteriaof independence as provided under Section 149(6) of the Companies Act 2013 along withRules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. Furtherthere has been no change in the circumstances affecting their status as IndependentDirector of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your

Company to the best of their knowledge state that:

(a) in the preparation of the annual financial statements for the year ended 31 March2020 the applicable Indian Accounting

Standards (Ind AS) have been followed and there are no material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the

state of affairs of the Company as at March 31 2020 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 adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraudand 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 provisionsof all applicable laws and that such system

are adequate and operating effectively.

BOARD MEETINGS

During the year 5 (Five) 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 February 14 2020 to review theperformance of Non-Independent

Directors Chairman and the Board as a whole. The meeting details are provided in "AnnexureB" Corporate Governance Report forming part of this Annual Report.

BOARD COMMITTEE

The Board has formed various Committees as required under the Companies

Act 2013 and the SEBI Listing Regulations. 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 the Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structure boardculture effectiveness of board processes information functioning and governance etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings information etc.

A separate exercise was carried out to evaluate the performance of individualIndependent Directors who were evaluated on parameters such as level of engagement andcontribution independence of judgment participation by all directors and developingconsensus amongst the directors for all decisions.

In a separate meeting of Independent Directors held on February 14 2020 performanceof Non-Independent Directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the view of the Executive Directors andNon-Executive Directors. Also the quality quantity and timeliness of flow of informationbetween the Company management and the Board were assessed that was deemed necessary forthe 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 Shah& Taparia Chartered Accountants (Firm Reg. No: 109463W) was appointed as StatutoryAuditor of the Company for a period of 5 (Five) consecutive years from the conclusion ofthe 37th AGM till the conclusion of the

42nd AGM of the Company. The firm has confirmed their eligibility under Section 141 ofthe Companies Act 2013 and the rules framed thereunder for continuing as Auditors of theCompany.

The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM and a note in respectof same has been included in the Notice for this AGM

Audit Report

The Statutory Auditor's Report (Standalone & Consolidated) for the financial yearended March 31 2020 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 financial year2020-21. Further the Board recommended for Members' approval remuneration of Rs.150000/- (Rupees One Lakh Fifty Thousand Only) annually inclusive of out of pocketexpenses payable to the Cost Auditor for the financial year 2020-21. Accordingly aresolution seeking member's approval for the remuneration payable to the Cost Auditorforms 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 year 2020-

21 on a remuneration as decided by the Chairman in consultation with the InternalAuditor.

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 2020-21on a remuneration as decided by the Chairman in consultation with the Secretarial Auditor.

The Secretarial Audit Report in Form MR-3 for the financial year 2019-20 is annexedherewith as "Annexure D" forming part of this Annual Report. TheSecretarial Audit Report does not contain any qualification reservation or adverse remarkexcept for partial spending of amount towards Corporate Social Responsibility. The Boardexplained the reason for unspent amount that the Company has been working on identifyingsuitable projects for spending unspent CSR amounts to serve the needy section of thesociety. However this has been taken more time than estimated looking at the totalspending requirement.

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 and completeness of the accounting records - safeguarding of its assetsprevention and detection of fraud and error - orderly and efficient conduct of businessoperations including adherence to the company's policies

- timely preparation of reliable financial information

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal

Statutory 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 was adequate andoperating effectively as on March 31 2020. 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

Statutory Auditor or Secretarial Auditor or Cost Auditor under Section 143(12) of theCompanies Act 2013 by the Company or any fraud on the Company by its officers oremployee the details of 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 to Investments kindly refer notes to financialstatements.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

All Related party Transactions that were entered into during the financial year 2019-20were in the ordinary course of business and on arm's length basis.

The Company has not entered into any contract/arrangement/transaction with relatedparties which could be considered material in nature as per Regulation

23 of the SEBI Listing Regulations (LODR) 2015 and amendments thereto and as perCompany's policy on Related Party Transactions. All Related Party Transactions are placedbefore the Audit Committee and Board for approval. Prior omnibus approval of the AuditCommittee is obtained for the transactions which are of a foreseen and repetitive innature. Your Directors draw attention of the members to note no. 31 to the standalonefinancial statement which sets out related party disclosures.

The policy adopted by the Board on Material Related Party Transactions is available onthe 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 thewebsite of the Company at www.responsiveindustries.com/policies. Detail report on CSRactivities undertaken during the financial year 2019-20 is provided in "AnnexureE" 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 socialand governance perspective in the format as specified by the SEBI from time to time.

Our Company falls in the list of top five hundred listed entities as per marketcapitalization calculated as on 31 March 2019. Hence Business Responsibility Report forthe financial year 2019-20 as "Annexure G" forming part of this AnnualReport.

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 terms of appointment of Independent Director are alsoavailable on the website of the Company at www.responsiveindustries.com/policies. Thedetails of familiarization program are provided in "Annexure B" CorporateGovernance Report forming part of this Annual Report and also posted on the website of theCompany at www.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 2019-20 and date of this report.

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 Option Scheme2018 (RESPONSIVE ESOS 2018) in the Annual General meeting held on 08 June 2018. TheCompany has not granted any option under the Scheme during the financial year 2019-20.

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 behavioractual 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 areprovided in

"Annexure H" 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 2013.

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.

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
WholeTime Director & CEO Director & CFO
DIN: 08361696 DIN:08362895
Place : Mumbai
Date : July 17 2020

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