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Responsive Industries Ltd.

BSE: 505509 Sector: Industrials
NSE: RESPONIND ISIN Code: INE688D01026
BSE 00:00 | 24 Jan 196.40 3.10
(1.60%)
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193.00

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198.00

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184.20

NSE 00:00 | 24 Jan 196.40 2.90
(1.50%)
OPEN

193.00

HIGH

198.00

LOW

182.05

OPEN 193.00
PREVIOUS CLOSE 193.30
VOLUME 69694
52-Week high 200.60
52-Week low 98.05
P/E 302.15
Mkt Cap.(Rs cr) 5,242
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 193.00
CLOSE 193.30
VOLUME 69694
52-Week high 200.60
52-Week low 98.05
P/E 302.15
Mkt Cap.(Rs cr) 5,242
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 39th Annual Report on thebusiness and operations of the Company with the Audited Financial Statements for thefinancial year ended March 312021.

FINANCIAL SUMMARY & HIGHLIGHTS (Rs. in million)

Particulars

Standalone

Consolidated

For the year ended

For the year ended

2021 2020 2021 2020
Revenue from operations 3662.46 4340.55 7557.12 5331.23
Other Income 72.72 171.99 75.66 282.19
Profit/Loss before Depreciation Finance Costs Exceptional Items and Tax Expense 595.48 1052.15 1350.62 1256.89
Less: Depreciation/Amortisation /Impairment 433.36 574.71 643.98 779.16
Profit/Loss before Finance Costs Exceptional itemsand Tax Expense 162.12 477.44 706.63 477.73
Less: Finance Cost 44.07 208.70 38.16 212.75
Profit/Loss before Exceptional items and Tax Expense 118.04 268.74 668.47 265.08
Add/(Less): Exceptional items - - 519.56 -
Profit/Loss before Tax Expense 118.04 268.74 148.91 265.08
Less: Tax Expense (Current & Deferred) 52.89 21.54 (95.13) 21.26
Profit/Loss for the year (1) 65.17 247.20 244.05 243.74
Total Comprehensive Income/Loss (2) 8.33 (0.52) 167.86 9.98
Total (1+2) 73.50 246.68 411.91 253.70
Earnings Per Share (EPS) of Re. 1/- each 0.24 0.93 1.54 0.92

COMPANY'S STATE OF AFFAIRS & OPERATIONS

On a consolidated basis the revenue for F.Y. 2021 was 7557.12 million up by 35.97%over the previous year's revenue of 5331.23 million. The profit after tax (PAT)attributable to shareholders and non-controlling interests for F.Y. 2021 was Rs.403.27million and Rs. (159.22) million respectively. The profit after tax (PAT) attributable toshareholders and noncontrolling interests for F.Y. 2020 was Rs. 241.85 million and Rs.1.89 million respectively.

AMALGAMATION

The Board of Directors of the your Company in its Meeting held on July 02 2021 onrecommendation of the Audit Committee and subject to the requisite statutory andregulatory approvals/consents including the approval of Hon'ble National Company LawTribunal Mumbai Bench considered and approved the scheme of Amalgamation of AxiomCordages Limited a subsidiary of the Company with the Company under the provisions ofsections 230 to 232 and other applicable provisions of the Companies Act 2013 and theRules framed thereunder. The appointed date is April 012021.

Axiom Cordages Limited is a subsidiary of the Transferee Company with commonmanagement practices and is engaged in similar business activities. The Board ofDirectors of the Company is of the opinion that it shall be advantageous to consolidatethe Indian operations and simplify the group structure in order to efficiently andeconomically manage the Transferee Company and Transferor Company as a single entity.

A consolidation by way of amalgamation would lead to a more efficient utilization ofcapital and cashflow enhanced goodwill integration of business functions and manpowerwhich would lead to synergies in operation arising from consolidation of various projectsand products leading to efficient utilization of resources including benefits arising outof economies of large scale enhanced bargaining power enhanced research and developmentcapabilities and lower operating costs.

Consolidation of business in one single entity will provide several benefits includingstreamlining of structure by reducing the duplicity of administrative functionsmultiplicity of legal and regulatory compliances and rationalization of costs.

Upon amalgamation the rights and interests of the shareholders or other stakeholdersof the Company shall not be affected and the Scheme shall not be prejudicial to theinterest of the shareholders or the stakeholders of Axiom Cordages Limited. Theshareholders would consolidate their holdings and leverage the share value consequent inhigher profitability.

The proposed arrangement will provide greater integration and flexibility to theCompany and strengthen its position in the industry in terms of assets base revenueproduct and service range.

The creditors of Axiom Cordages Limited will not be affected by the Scheme since theassets of the Transferor and Transferee Companies (taken together) are more than theliabilities of the Transferor and Transferee Companies (taken together). Further even thecreditors of the Company will not be affected by the Scheme since the assets of theTransferor Company are more than the liabilities of the Transferor Company. Further postthe amalgamation the assets of the Company shall be greater than its liabilities.

The amalgamation shall result in transfer of capital assets from Axiom Cordages Limitedto the Company and such transfer shall be tax neutral under the provisions of Income-taxAct 1961.

The proposed Scheme will be beneficial advantageous and not prejudicial to theinterests of the shareholders creditors and other stakeholders of both the Companiesinvolved.

DIVIDEND

Based on Company's performance during the year the Board of Directors in its Meetingheld on Friday August 13 2021 recommended dividend of Re. 0.10 per equity share of facevalue of Re.1/- each (at the rate of 10%) per equity share for the financial year 2020-21.The dividend shall be payable to those eligible shareholders whose name appear in theRegister of Members as on Cut-off Date. This dividend on equity shares if approved by theMembers would amount to Rs. 26.69 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 also uploaded on the Company's website atwww.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 2021 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 March 31 2021none 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

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.

During the year the Company has invested in Axiom Cordages Limited through purchase ofits 10418162 No. of equity shares. The pre shareholding of the Company was 58.18 % ofthe total paid up capital and the post shareholding after purchase is 89.86% of the totalpaid up capital.

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 on April 15 1999is a rope manufacturing company. The Total Revenue of the Company stood at Rs. 871.75million (Previous year: 1104.96 million) and the Loss for the year stood at Rs. 401.08million(Profit for previous year: Rs. 2.02 million).

Foreign Subsidiaries

Responsive Industries Limited Hong Kong incorporated on June 02 2017 is a whollyowned subsidiary. The Company has recorded net loss of 5529 USD (equivalent to Rs. 0.41million) for the year ended March 312021.

Responsive Industries Limited UAE incorporated on March 15 2018 is a step downsubsidiary of the Company. The subsidiary has installed and capitalized its fixed assetsduring the year; though the commercial production has not yet started the trial runs areunderway. Through certain activities during the Covid-19 pandemic phase the Companyrecorded a net profit of 7632836 USD (equivalent to Rs. 567.79 million) for the yearended March 312021.

Axiom Cordages Limited Hong Kong incorporated on June 02 2017 is a step downsubsidiary of the Company. The Company has recorded net loss of 6484 USD (equivalent toRs. 0.48 million) for the year ended March 312021.

Axiom Cordages Limited UAE incorporated on April 112018 is a step down subsidiary ofthe Company. The Company has recorded net profit of 185170 USD (equivalent to Rs. 13.77million) for the year ended March 312021.

Responsive Industries Private Limited Singapore incorporate on year January 212020 isa wholly owned subsidiary of the Company. The Company has recorded net Profit of 50164USD (equivalent to Rs. 3.73 million) for the year ended March 312021

Responsive Industries LLC USA is a step down subsidiary incorporated on March 062020. The Company has recorded net loss of 47381 USD (equivalent to Rs. 3.52 million) forthe year ended March 312021.

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 https://www.responsiveindustries.com/annual-report/.

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 foreignstep-down subsidiaries Responsive Industries Limited UAE and Axiom Cordages Limited UAEare prepared in accordance with International Financial Reporting Standards.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provision of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and amendments thereto the ManagementDiscussion and Analysis Report is provided as "Annexure A" forming part of thisAnnual Report.

CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and amendments thereto a separate section oncorporate governance practices followed by the Company together with a certificate fromthe Company's Secretarial Auditors confirming compliance are provided as "AnnexureB" forming part of this Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 acopy of the Annual Return of the Company prepared in accordance with Section 92(1) of theCompanies Act 2013 read with Rule 11 of the Companies (Management and Administration)Rules 2014 is placed on the website of the Company at https://www.responsiveindustries.com.

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 312021 are: Mr. Mehul Vala Whole-TimeDirector & Chief Executive Officer Mr. Mrunal Shetty Executive Director & ChiefFinancial Officer and Ms. Ruchi Jaiswal Company Secretary & Compliance Officer.

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. Mehul Vala (DIN:08361696) 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 a Director of the Company. Abrief profile along with the resolution seeking Members' approval for his appointmentforms a part of the Notice convening the ensuing Annual General Meeting.

Resignation

Mr. Rajiv Kumar Bakshi (DIN: 00264007) Non-Executive Independent Director and Ms.Jyoti Rai (DIN: 07091343) Non-Executive Independent Director of the Company have resignedfrom their office with effect from February 25 2021 and March 19 2021 respectively onpersonal grounds. The Directors have confirmed that the resignation is purely personal innature and that there is no other material reason other than those provided. Thedisclosures in this regard are available on the Company's website atwww.responsiveindustries.com/news-announcements.

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 Obligations and DisclosureRequirements) Regulations 2015. Further there has been no change in the circumstancesaffecting their status as Independent Directors of the Company.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) read with Section 134(5) of the Companies Act 2013 that:

(a) in the preparation of the annual financial statements for the year ended March 312021 the applicable Indian Accounting Standards (Ind AS) have been followed and there areno 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 a true andfair view of the state of affairs of the Company as at March 312021 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 fraud and otherirregularities;

(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 theCompany 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 112021 to review theperformance of Non-Independent Directors Chairman and the Board as a whole. The Meetingdetails are provided in "Annexure B" Corporate Governance Report forming part ofthis Annual Report.

BOARD COMMITTEE

The Board has formed various Committees as required under the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Detailedreport on composition of Committees number of meeting held during the year and thechanges in the composition during the year are provided in "Annexure B"Corporate Governance Report forming part of this 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 Obligations and DisclosureRequirements) Regulations 2015 and amendments thereto the Board of Directors has carriedout an annual evaluation of its own performance board committees and individualdirectors.

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 112021 performance ofNon-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 is alsoavailable 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 asStatutory Auditor of the Company for a period of 5 (Five) consecutive years from theconclusion of the 37th AGM till the conclusion of the 42nd AGM ofthe Company. The firm has confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the rules framed thereunder for continuing as Auditors of the Company.

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 2021 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 (Membership No.: 7880) to audit the Cost Accounts of the Company for thefinancial year 2020-21. Further the Board recommended for Members' approval remunerationof Rs. 125000/- (Rupees One Lakh Twenty Five Thousand Only) annually inclusive of out ofpocket expenses payable to the Cost Auditor for the financial year 2021-22. 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 Internal Auditors of the Company toconduct Internal Audit for the financial year 2021-22 on a remuneration as decided by theChairman in consultation with the Internal Auditor.

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(C.P. No.: 436) to undertake the Secretarial Audit of the Company for the financial year2021-22 on a remuneration as decided by the Chairman in consultation with the SecretarialAuditor. The Secretarial Audit Report in Form MR-3 for the financial year 2020-21 isannexed herewith as "Annexure C" forming part of this Annual Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

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 assets prevention and detection of fraud and error

- orderly and efficient conduct of business operations including adherence to thecompany'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 andSecretarial Auditors including audit of internal financial controls over financialreporting and the reviews performed by Management and the Audit Committee the Board is ofthe opinion that the Company's internal financial controls were adequate and operatingeffectively as on March 312021. During the year under review no material or seriousobservation 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 by 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 2020-21were 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 Obligations andDisclosure Requirements) Regulations 2015 and amendments thereto and as per Company'spolicy on Related Party Transactions. All Related Party Transactions are placed before theAudit Committee and Board for approval. Prior omnibus approval of the Audit Committee isobtained for the transactions which are of a foreseen and repetitive in nature. YourDirectors draw attention of the members to note no. 31 to the standalone financialstatement 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.

There being no material related party transactions i.e. transaction exceeding 10% ofthe annual consolidated turnover as per the last audited financial statements AOC-2 isnot applicable and hence it does not form a part of this Report.

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"Annexure B" 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 at www.responsiveindustries.com/policies. Detailed report on CSR activities undertaken during thefinancial year 2020-21 is provided in "Annexure D" forming part of this AnnualReport.

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"Annexure E" forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Annual Report of the top five hundred listed entities based onmarket capitalization (calculated as on March 31 of every financial year) shall containBusiness Responsibility Report ("BRR") describing the initiatives taken by themfrom an environmental social and governance perspective in the format as specified bythe SEBI from time to time.

Our Company falls in the list of top five hundred listed entities as per marketcapitalization calculated as on March 31 2021. Hence Business Responsibility Report forthe financial year 2020-21 is provided in "Annexure F" forming part of thisAnnual Report.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTOR

All the Independent Directors inducted on the Board were familiarized with the workingof the Company. Further at the time of appointment of Independent Directors the Companyissues formal appointment letter outlining his/her role function dutiesresponsibilities and right to access information. The terms of appointment of IndependentDirectors are also available on the website of the Company atwww.responsiveindustries.com/policies. The details of familiarization program are providedin "Annexure B" Corporate Governance Report forming part of this Annual Reportand 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 2020-21 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 had 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 2020-21.

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 G" 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
Place: Mumbai Date: August 13 2021 Mr. Mehul Vala Whole-Time Director & CEO DIN:08361696 Mr. Mrunal Shetty Director & CFO DIN:08362895

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