Response Informatics Ltd Directors Report.

To the Members,

The Directors have pleasure in presenting before you the 22nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2019.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2019 has been as under:

(Amount in Rs.)

Particulars 2018-19 2017-18
Profit & Loss account before depreciation 627,000 176,000
Depreciation 80,000 88,000
Profit/(Loss) before tax 547,000 88,000
Less: Provisions for tax:
Current Tax 151,000 21,000
Deferred Liability (Assets) 16,000 163,000
Profit/(Loss) after tax 380,000 -96,000

DIVIDEND:

The Board of Directors have not recommended dividend due to in adequate profits.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The report forms part of this Report. The Management is exploring all possible avenues to strengthen the resources of the company so that the net worth of the company will be enhanced over a period of time.

CORPORATE GOVERNANCE:

Corporate Governance Report is not applicable to the since the paid -up capital and net-worth of the company does not exceed Rs.10 Crores and Rs.25 Crores respectively. However the company provides a Separate section titled "Report on Corporate Governance" along with the Auditors Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report.

CHANGE IN MANAGEMENT:

The board would like to inform the member of the company that there is a change in management of the company, consequent to the open offer made by the present promoters as per the SEBI (sAsT) regulations. thus the new promoters have taken the management of the company with effect from 31st January 2019.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Mr.Subramaniyam Seetha Raman Director, will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies act, 2013, being eligible offered himself for being appointed as the Director of the company.

Further the following Directors have resigned to the Board due to change in management

1. Mrs. V. Umakumari 2. Mrs. D. Swayamprabha Nair resigned with effect from 14/02/2019 and Mr. K Subbarao resigned with effect from 31/01/2019.The Board place on record its appreciation for the services rendered by them as Directors.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received a declaration from Mr.K. Prakash Babu, and Mr. P. Chandra Sekhar, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, and their declarations are annexed herewith.

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the

(d) provisions of this Act for safeguarding the assets of the company and for reventing and detecting fraud and other irregularities;

The Directors had prepared the annual accounts on a going concern assumption; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS Statutory Auditors:

At the Annual General Meeting held on 29thSeptember, 2018 M/s.BRR& Associates, Chartered Accountants, were appointed as statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2024.

INTERNAL AUDIT:

The company is having adequate internal control procedures commensurate with the size and operations of the Company.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, Mr.VBSS Prasad, Practicing Company Secretary has conducted Secretarial Audit of the Company for the financial years 2018-19. The Secretarial Audit Report for the FY 2018-19 is annexed hereto and forms part of this Annual report. Secretarial Audit Report is self-explanatory and does not call for any further comments.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

Your Company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. 40,73,026 Foreign Exchange Outgo: Nil

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec. 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is

adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

No loans, guarantees or investments made by the company during the year.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

CORPORATE SOCIAL RESPONSIBILITY:

Your company does not attract the provisions of corporate social responsibility as specified in Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at arms length basis. The Company had not entered into any other contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

Your Directors draw attention of the members to note 23 to the financial statement which sets out related party disclosures.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

LISTING WITH STOCK EXCHANGES:

The Annual Listing Fees for the Financial Year 2019-20 to BSE Ltd is paid.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Corporate Governance Report is not applicable to the Company since the paid -up capital and net worth of the company does not exceed Rs.10Crores and Rs.25Crores respectively. However the company provides a Separate section titled "Report on Corporate Governance" along with the Auditors Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company. None of the employees is drawing Rs.8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Rule 5 (2) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules,2014 read with Section 197 of the Companies Act, 2013.

SECRETARIAL STANDARDS:

The company is in compliance withSecretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposedduring the calendar year.

1. No. of complaints received: Nil

2. No. of complaints disposed-off: Nil

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSDL, CDSL, Federal Bank, HDFC Bank, Aarthi Consultants Pvt Ltd etc. for their continued support for the growth of the Company.

By order of the Governing Board

For RESPONSE INFORMATICS LIMITED

Smt. Bhuvaneswari Seetharaman

Managing Director

Place: Hyderabad

Date: 2nd July, 2019