Response Informatics Ltd Directors Report

Dear Members,

Your directors have great pleasure in presenting the report on the Business and Operations of your Company (‘the Company or ‘Response Informatics Limited), along with the audited financial statement, for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company are as follows:

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	1,037.11	941.46	3,398.85	1,123.53
Other Income	3.74	4.97	3.74	4.96
Total Income	1,040.85	946.43	3,402.59	1,128.49
Total Expenses	1,013.46	875.27	3,144.85	1,053.60
Profit/ (Loss) before exceptional items and tax	27.39	71.16	257.73	74.89
Exceptional items	10.00	-	10.00	-
Profit / (Loss) before tax	17.39	71.16	247.73	74.89
Less: Current tax	-	12.76	57.92	12.76
Less: Deferred Tax	-29.72	0.34	-29.72	0.34
Profit/ (Loss) for the period	47.11	58.06	219.53	61.79
Total Comprehensive Income	47.11	58.06	219.53	61.79
Earning per Equity Share
Basic	0.63	0.78	2.94	0.83
Diluted (in Rs.)	0.63	0.78	2.94	0.83

STATE OF THE COMPANYS AFFAIRS

During the year under review, your Company achieved revenue of Rs. 1,037.11 Lakhs (Standalone), Rs. 3,398.85 Lakhs (Consolidated) during the financial year 2023-24, as against Rs. 941.46 Lakhs (Standalone), Rs. 1,123.53 Lakhs (Consolidated) during the previous year 2022-23. The Net profit after tax stood at Rs.47.11 Lakhs (Standalone), Rs. 219.53 Lakhs (Consolidated) for the financial year 2023-24 as against Rs.58.06 Lakhs (Standalone) and Rs.61.79 Lakhs (Consolidated) for the previous year 2022-23.

DIVIDEND

No dividend was recommended by the Board of Directors for the FY 2023-24.

TRANSFER TO RESERVES

Your Company did not transfer any amount to reserves for the financial year 2023-24.

CHANGE IN THE NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the financial year under review.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company stood at Rs. 7,47,64,000/- comprising of 74,76,400 equity shares of Rs. 10/- each as on March 31, 2024.

In addition, the shareholders of your company in their Extra-Ordinary General Meeting (EGM) held on March 11, 2024 has approved (a) Alteration of Articles of Association and Issue of (b) 15,00,000 equity shares on preferential basis (c) 2,58,000 fully convertible warrants on preferential basis (d) 15,96,145 equity shares on preferential basis (swap) for 100% acquisition of Highdata Software Corporation, USA.

The Company has paid Listing Fees for the Financial Year 2024-25, to BSE Limited, where its equity shares are listed.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Companys website at https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Form_MGT_7.pdf

NUMBER OF MEETINGS OF THE BOARD

The Board met Eight (8) times during the year 2023-2024 viz. on May 30, 2023, July 07, 2023, September 02, 2023, September 21, 2023, October 10, 2023, October 30, 2023, November 14,2023 and February 09, 2024.

The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013 ("The Act"), the Board of Directors, to the best of their knowledge and ability, state and confirm that:

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

b) the Directors had selected such accounting policies and applied them consistently and made judgment 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 or 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 provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis:

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149

As required under Section 149 of the Companies Act, 2013, the Independent Directors have submitted the declaration affirming that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.

The Board is of the opinion that all the Independent Directors appointed during the year under review are persons of integrity and possess relevant expertise and experience to act as Independent Director of the Company. The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors within the statutory timeline and they have also appeared and qualified for the online proficiency test, wherever applicable.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy of the Company relating to the remuneration of the Directors, Key Managerial Personnel and other employees, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination and Remuneration Policy.

The Companys policy relating to the appointment of directors and remuneration including other matters provided in Section 178(3) of the Act is also available on https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Nomination-Remuneration-Policy.pdf.

INSURANCE

The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism, etc., and against other perils in the form of Commercial Crime Insurance, Commercial General Liability Insurance, Error and Omissions Insurance that are considered necessary by the management

LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made by the Company during the year 2023-2024, as required under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are disclosed in the notes to Financial Statements which may be read as a part of this Report.

However, no loans were made, guarantees given or securities provided during the financial year under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPT) that were entered into during the financial year are at arms length basis and are in the ordinary course of business.

All Related Party Transactions were placed before the Audit Committee and the Board for approval. The Board of Directors has framed a policy on Related Party Transactions to ensure a process for approval and reporting of transactions between the Company and its related parties. The policy is posted under the Investors section of the Companys website at https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Related-Party-Transaction-Policy.pdf .

Particulars of contracts or arrangements with related parties that fall under Section 188(1) of the Companies Act, 2013 are disclosed in Form AOC-2, which is appended as Annexure I that forms part of this Report. Moreover, the related party transactions that are covered under IND AS are disclosed in the Notes to Accounts as part of financials.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are provided in Annexure II to this Report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

We have a risk management framework for the identification and management of risks. The Company has formulated Risk Management Policy, which guides the Board in (a) approving the Companys Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations. The Risk Management Policy is also posted under the Investors section of the Companys website at: https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Risk-Management-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is not required to comply with corporate social responsibility as the provisions of Sec 135 of the Companies Act, 2013 read with rules made thereunder are not applicable and hence, reporting pursuant to Section 134(3) (o) is not applicable.

BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its Committees and the directors individually, in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with specific focus on the performance and effective functioning of the Board and individual directors.

A separate meeting of Independent Directors was held on February 09, 2024 to review the performance of the Non-Independent Directors and the Board as a whole, review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the meeting.

CRITERIA FOR PERFORMANCE EVALUATION

a. Ability of the candidate to devote sufficient time and attention to his professional obligations as Independent Director for informed and balanced decision making. b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors. c. Bringing objectivity and independence of view to the Boards discussions in relation to the Companys strategy, performance, and risk management. d. Statutory compliance and ensuring high standards of financial probity and Corporate Governance. e. Responsibility towards requirements under the Companies Act, 2013, responsibilities of the Board and accountability under the Directors Responsibility Statement.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors attend a Familiarization /Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Companys Website.

The details of training and familiarization program are available on the website at https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Familiarisation-Programme-for-Independent-Directors.pdf

DIRECTORS

The Board is duly constituted.

The Board of Directors consists of four (4) directors, two (2) of whom are Independent Directors, and from the remaining two, one is a non-executive Director and the other is an executive Director.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Subramaniyam Seetha Raman (DIN:06364310), Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the members.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume of the director proposed to be reappointed is attached along with the Notice of the ensuing Annual General Meeting.

Moreover, the Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

CHANGES IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMP):

Board of Directors:

In the 26^th Annual General Meeting of the Company held on September 28, 2023 Mrs. Bhuvaneswari Seetharaman (DIN: 01666421) was re-appointed as Non-Executive Director, who was liable to retire by rotation; Mr. Chandra Sekhar Pattapurathi (DIN: 01647212) was re-appointed as an Independent Director of the Company for a period of 5 years with effect from January 31, 2024; and Mr. Prakash Babu Kondeti (DIN: 01857170) was reappointed as an Independent Director of the Company for a period of 5 years with effect from September 29, 2023.

Company Secretary and Compliance Officer:

Mr. Ravi Kumar Kanneganti (ACS 5438), an Associate member of The Institute of Company Secretaries of India (ICSI), resigned as the Company Secretary and Compliance Officer of the Company w.e.f. July 31, 2023.

Later, Ms. Nirosha Ravikanti (A68115), an Associate member of The Institute of Company Secretaries of India (ICSI) was appointed as the Company Secretary and Compliance Officer of the Company w.e.f October 30, 2023.

Apart from the above, there were no other changes in the Directors and the KMPs.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31, 2024:

Mr. Subramaniyam Seetha Raman	-	Managing Director
Mr. Ramakrishna Prasad Makkena	-	Chief Financial Officer
Ms. Nirosha Ravikanti	-	Company Secretary and Compliance Officer

RESPONSE INFORMATICS EMPLOYEE STOCK OPTION PLAN 2022 ("ESOP 2022")

The Shareholders of your Company in the 25^th Annual General Meeting held on September 30, 2022 approved the Response Informatics Employee Stock Option Plan ("ESOP 2022"). The Shareholders authorized the Board of Directors to create, offer, grant, issue and allot the Employee Stock Options ("Stock Options") under ESOP 2022 from time to time, in one or more tranches, to the "eligible employees" of the Company. The Board shall grant not more than 7,45,000 options to such eligible employees which are convertible into 7,45,000 (Seven Lakhs and Forty-Five Thousand) Equity Shares of the Face Value of Rs.10/- each amounting to Rs. 74,50,000 (Seventy-Four Lakhs and Fifty Thousand only).

The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) {SEBI (SBEB)} Regulations, 2021.

However, the Company has not granted any Stock Options to any employees of the Company as the Company did not start implementing the ESOP 2022 Scheme as on the beginning of the financial year or close of financial year under report and even as on date.

Disclosures pursuant to Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 read along with Part F of Schedule-I of SEBI (SBEB) Regulations, 2021 are placed on the Companys: Website at: https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/ESOP-Disclosure.pdf.

Further, a certificate from the Secretarial Auditors of the Company certifying that the ESOPs Scheme is being implemented in accordance with Regulation 13 of SEBI (SBEB) Regulations, 2021 and in accordance with the resolution passed in the general meeting of the company forms part of this Annual Report. The same is placed on the Companys Website at https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/ESOP-PCS-Certificate_FY-24.pdf

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act and Rule 8(1) of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the companys subsidiaries under the first proviso to sub-section (3) of section 129 is provided in Form AOC-1 as Annexure -III to this Report.

Consolidated financial statements have been prepared by the Company in accordance with the requirements of IND AS 110 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Act.

Further, pursuant to the provisions of Section 136 of the Act and Regulation 46 of the Listing regulations, the financial statements of the Company including the consolidated financial statements, along with the relevant documents and the separate audited financial statements in respect of subsidiaries are placed on the website of the company at https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Annual-report.pdf

In addition, the Financial Statement of Technologia Corporation, USA, a Subsidiary incorporated outside India are made available on the website of the Company at: https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Financials-of-Subsidiary_FY-24.pdf

Moreover, Datalabs AI Private Limited was incorporated as subsidiary of Response Informatics Limited on January 3, 2024 with 66.70% equity stake. Since Datalabs neither commenced its business operations nor infused subscription funds by March 31, 2024, the financials are not consolidated.

Further, the Companys policy on determining the material subsidiaries, as approved by the Board is uploaded on the Companys website at: https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Material-Subsidiary-Policy.pdf

Other than the above, the Company does not have any other Subsidiary / Associate/ Joint Venture Companies as on the beginning of the financial year or close of financial year under report and even as on date. Further, no Company has ceased to become its Subsidiary / Associate/ Joint Venture of the Company during the financial year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals that impact the going concern status and Companys operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and your Company is constantly endeavouring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

Further, the statutory auditors of your Company have also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended March 31, 2024, which forms part to the Statutory Auditors Report.

VIGIL MECHANISM

The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism for directors and employees called "Whistle Blower Policy", pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy and to provide adequate safeguards against victimization of persons who use such mechanism and to provide direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is posted under the Investors section of the Companys website at https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Whistle-Blower-Policy.pdf

ANTI-SEXUAL HARASSMENT POLICY

The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has taken several initiatives across the organization to build awareness amongst employees about the Policy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act. The Company has constituted Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended March 31, 2024, no cases were received pertaining to Sexual Harassment. Further there were no cases / complaints pending disposal as at the end of the financial year. The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while in possession of Unpublished Price Sensitive Information and while dealing in the shares of the Company, as well as the consequences of violations. The Policy has been formulated to regulate, monitor and ensure reporting of trading by insiders by employees and to maintain the highest ethical standards while dealing in the companys securities.

The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for prevention of insider trading is available on our website at https://responseinformaticsltd.com/wp-content/uploads/2024/08/Code-of-practices-and-procedures-for-fair-disclosure-of-UPSI-1.pdf and https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Code-of-conduct-for-PITto-regulate-monitor-and-report-trading-by-designated-persons.pdf .

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Management Discussion & Analysis forms part of the Annual Report as per the requirements of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

INVESTOR EDUCATION AND PROTECTION FUND

The Company has not declared any dividend till date. Thus, the provisions regarding Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 are not applicable to the Company.

AUDITORS

Statutory Auditors

The Members of your Company in the 26^th Annual General Meeting held on September 28, 2023 appointed M/s. M. Anandam & Co., Chartered Accountants, (Firm Registration No. 000125S), Hyderabad as the Statutory Auditors of the Company to hold office as such for a term of 5 (five) consecutive financial years from the conclusion of the 26^th Annual General Meeting till the conclusion of the 31^st Annual General Meeting i.e., from the FY 2023-24 till FY 2027-28.

AUDITORS QUALIFICATION AND REMARKS:

There are no qualifications and remarks from the Auditors of the Company. However, the Auditors brought to the notice of the members that there are certain arrears of undisputed statutory dues i.e, TDS outstanding for more than 6 months from the date they became payable To which, the Board explained that the delay was because of insufficient cash flows and shortage of working capital.

Secretarial Auditors

M/s. P S Rao & Associates, Practicing Company Secretaries were appointed in the meeting of Board of Directors held on November 14, 2023 to conduct the secretarial audit for the financial year 2023-24. Also, the same were re-appointed as such for the financial year 2024-25 in Board Meeting held on May 30, 2024.

Pursuant to Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Secretarial Audit Report for the financial year ended March 31, 2024, in Form MR-3, is annexed to this Annual Report as

Annexure IV.

Secretarial Auditors Qualification and Remarks:

Auditors qualification / adverse remark / reservation	Explanations or comments by the Board
The Company is obtaining ratification from the shareholders for the material related party transactions entered into during FY 2021-22 and FY 2022-23 at the AGM to be held for FY 2024	The approval for material RPT pertaining to FY 2024-25 is placed before the shareholders for their approval.
In a few instances, the e-forms were filed with the Registrar of Companies after the prescribed time	The Board henceforth ensures that the management files the relevant forms with RoC within the due date.
The Company is yet to file the return with the Registrar of Companies in respect of approved financial statement and Boards report of FY 2022-23	The management will make efforts to file the Return with RoC.

Cost Auditors

Your Company was not required to maintain any Cost Records during the financial year under review since the Companys business activity / turnover, during the immediately preceding financial year, did not fall within the purview / limits prescribed under Companies (Cost Records and Audit) Rules, 2014, as amended from time to time.

Therefore, the provisions of Section 148(3) of the Companies Act, 2013 are not applicable to the company and hence Cost Auditor need not be appointed.

Internal Auditors

M/s. Channa & Associates, Chartered Accountants (Firm Registration No: 010881S), Hyderabad were appointed as Internal Auditors of the Company for the financial year 2023-2024 in the meeting of the Board of Directors held on November 14, 2023. Also, the same were re-appointed as such for the financial year 2024-25 in Board Meeting held on May 30, 2024.

The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee and regularly update the committee on their internal audit findings at the Committees meetings.

The Internal Auditors were satisfied with the management response on the observations and recommendations made by them during the course of their audit.

AUDIT COMMITTEE

The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The details of the composition of the Nomination and Remuneration Committee are given in the Corporate Governance Report furnished as a part of the Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The details of the composition of the Stakeholders Relationship Committee are given in the Corporate Governance Report furnished as part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The remuneration paid to your directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of directors/employees of the Company is appended as Annexure V to this Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain high standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India.

The Report on Corporate Governance as stipulated under the Listing Regulations, forms part of the Annual Report.

The detailed report on Corporate Governance as per the format prescribed by Securities and Exchange Board of India under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a certificate from P S Rao & Associates, Practicing Company Secretaries, confirming compliance with the requirements of Corporate Governance is attached with this report as Annexure VI.

As required by Listing Regulations, a certificate from P S Rao & Associates, Practicing Company Secretaries confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the companies is attached to this report as Annexure VII.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DEPOSITS

The Company did not accept any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of your Company that have occurred between the end of the financial year (March 31, 2024) of the company to which the financial statements relate and the date of the report May 30, 2024.

REPORTING OF FRAUDS BY AUDITOR

During the year under review, neither the Statutory Auditors nor the Internal Auditors has reported to the Audit committee under Section 143(12) of the Companies Act 2013, any instances or fraud committed against the company by its officers or employees, the details of which need to be mentioned in the Boards report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No applications were made and no proceedings were pending under the Insolvency and Bankruptcy Code, 2016 during the year under the review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No one time settlement took place during the year under review.

ACKNOWLEDGMENTS

Your Directors thank the Companys employees, customers, vendors, and investors for their continuous support. The Directors also thank the Government of India, Governments of various states in India, and concerned Government departments and agencies for their co-operation.

For and on behalf of the Board

Response Informatics Limited

 

Subramaniyam Seetha Raman	Bhuvaneswari Seetharaman
Managing Director	Director
DIN: 06364310	DIN: 01666421

 

Date: May 30, 2024

Place: Hyderabad