Responsive Industries Ltd Directors Report

To,

The Members,

Your Directors are pleased to present the 42^nd Annual Report of the Company for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

Highlights for the financial year are as under:

(Rs. in millions)

Particulars	Standalone		Consolidated
	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from operations	6549.47	6665.40	10869.73	9736.58
Other Income	168.03	159.98	184.25	159.99
Profit before Depreciation, Finance	1086.59	862.41	2612.45	1259.86
Costs, Exceptional Items and Tax
Expense
Less: Depreciation/Amortisation /	459.45	434.81	662.33	691.39
Impairment
Profit before Finance Costs,	627.14	427.60	1950.13	568.47
Exceptional items and Tax Expense
Less: Finance Cost	202.52	259.05	229.17	284.60
Profit before Exceptional items and	424.61	168.55	1720.95	283.87
Tax Expense
Profit before Tax Expense	424.61	168.55	1720.95	283.87
Less: Tax Expense (Current and	108.29	40.16	108.29	39.94
Deferred)
Profit after Tax for the year (1)	316.32	128.39	1612.66	243.92
Total Comprehensive Income/Loss (2)	0.12	3.76	60.95	136.81
Net Profit of the year	316.44	132.15	1673.61	380.74
Earnings Per Share (EPS) of Re.1/- each	1.19	0.48	6.05	0.91

2. PERFORMANCE OF THE COMPANY AND INDUSTRY OVERVIEW

Standalone:

The sales turnover for FY 2023-24 stood at Rs. 6549.47 million as against a total sales turnover of Rs. 6665.40 million in the previous year. The Company made a Profit before tax of Rs. 424.61 million for the year 2023-24 as compared to Rs.168.55 million in the previous year. The Profit after tax was at Rs. 316.44 million as compared to Rs.132.15 million in the previous year.

Consolidated:

The sales turnover for FY 2023-24 stood at Rs. 10869.73 million as against a total sales turnover of Rs. 9736.58 million in the previous year. The Company made a Profit before tax of Rs. 1720.95 million for the year 2023-24 as compared to Rs. 283.87 million in the previous year. The Profit after tax was at Rs.1612.66 million as compared to Rs. 243.92 million in the previous year.

3. NATURE OF BUSINESS

The Company continues to be engaged in the activities pertaining manufacturing of polyvinyl chloride (PVC) based products. The Company produces and supplies a range of products, including vinyl flooring, synthetic leather/ ropes and luxury vinyl tile (LVT-SPC, waterproofing membranes (PVC covers) having 30+ product categories. The Company also offers synthetic leather in various colors and series; and luxury vinyl tile in the various collections such as Tranquil, Resonate, Inspire, Natural Wood, Opulence and Carpet Touch. The Company?s products find application across multiple industries including hospitality, transportation, healthcare, IT and telecom, retail, sports infrastructure, education and real estate.

There has been no change in the nature of business of the Company during the period under review.

4. MANAGEMENT DISCUSSION AND ANALYSIS

The Management?s Discussion and Analysis Report pursuant to Regulation 34(2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI LODR Regulations") for the year under review is provided in a separate section forming part of the Annual Report as Annexure 1.

5. CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a code of self-discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows the Corporate Governance practices in letter and spirit and reports to the shareholders the progress made on the various measures undertaken by the Company from time to time.

A Report on Corporate Governance, along with a certificate from the Secretarial Auditors of the Company regarding the compliance of conditions of Corporate Governance in terms of Regulation 34(3) and Part C of Schedule V of the SEBI LODR Regulations forms part of this Annual Report as Annexure 2.

6. DIVIDEND

Your Directors are pleased to recommend for approval of the Members a Final Dividend of Re. 0.10/- per equity share of face value of Re.1/- each (at the rate of 10%) per equity share for the financial year 2023-24. The dividend shall be payable to those eligible shareholders whose name appear in the Register of Members as on Cut-off Date. if approved by the Members, and would amount to Rs. 26.66 million. The final dividend, subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company, will be paid within the statutory period.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, wherever applicable.

In compliance of Regulation 43A of the SEBI LODR Regulations the Company has formulated a Dividend Distribution Policy which, inter alia, specifies the various factors, that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

The Policy is available on the Company?s website at https://www.responsiveindustries.com/policies/.

7. TRANSFER TO RESERVES

The Board of Directors of the Company do not propose to transfer any amount to reserves for the year ended March 31, 2024.

8. SHARE CAPITAL

Authorised Capital

In accordance with the sanctioned Scheme of Amalgamation ("Scheme") between Axiom Cordages Limited ("Transferor Company" or "ACL") with Responsive Industries Limited (Transferee Company" or "RIL") vide the Hon?ble National Company Law Tribunal ("NCLT"), Mumbai Bench order dated October 04, 2023; the Authorised Shares Capital of the Company as on March 31, 2024 stands increased to Rs.1,22,00,00,000/- dividend into 1220000000 equity shares of Re.1/- each (rupee one each) from Rs.42,00,00,000/- divided into 420000000 equity shares of Re.1/- each (rupee one each).

Paid-up Capital

During the year under review, the Board of Directors at its meeting held on November 01, 2023 had issued and allotted 41,14,174 equity shares of Re.1/- each fully paid-up to the shareholders of the Transferor Company in terms of the swap ratio as mentioned in the sanctioned Scheme. The listing and trading approval from

BSE Limited and National Stock Exchange of India Limited for the aforesaid number of equity shares have been received on February 19, 2024.

During the year under review 44,18,330 equity shares (1.66%) of Re.1/- each fully paid-up were cancelled on account of cross holding which were held by the Transferor Company in the Company.

Accordingly, the Paid-up Equity Share Capital as on March 31, 2024 stands at Rs.26,66,08,544/- comprising of 266608544 equity shares of Re.1/- each fully paid-up from Rs.26,69,12,700/- comprising of 266912700 equity shares of Re.1/- each fully paid-up.

9. AUDIT OF RECONCILIATION OF SHARE CAPITAL

In compliance with the Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, as amended; M/s. Mayank Arora & Co., Practicing Company Secretaries undertake a Reconciliation of Share Capital Audit to reconcile total share capital admitted with National Securities Depository Limited (‘NSDL?) and Central Depository Services (India) Limited ("CDSL"), with the issued and listed capital of the Company. This audit is undertaken every quarter and the report thereon is submitted to the Stock Exchanges within prescribed timelines and is placed before the Board at its meetings held during the year.

10. SUBSIDIARIES COMPANIES/ STEP DOWN SUBSIDIARIES

Your Company as on March 31, 2024, has 3 (three) subsidiaries and one step-down subsidiary viz:

Responsive Industries Limited, Hong Kong,

Responsive Industries LLC, USA

Axiom Cordages Limited, Hong Kong (step-down subsidiary)

Axiom Cordages Limited (Indian Subsidiary) has been amalgamated with the Company vide Hon?ble NCLT, Mumbai Bench order dated October 04, 2023. In view of the said order, Axiom Cordages Limited stands dissolved without being wound up.

11. MATERIAL SUBSIDIARIES

In terms of Regulation 16(1)(c) of the SEBI LODR Regulations, Material Subsidiary shall mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth, respectively, of the Company and its subsidiaries in the immediately preceding accounting year. Accordingly, the Company has one material overseas subsidiary company as on March 31, 2024, namely, Responsive Industries Limited, Hong Kong ("RIL HK").

Further, in terms of Regulation 24(1) of the SEBI LODR Regulations, at least one Independent Director on the Board of the Company shall be a Director on the Board of an unlisted material subsidiary, i.e. a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year. In compliance with the said provisions, Ms. Mita Jha (DIN: 07258314), Independent Director was appointed as a Director on the Board of RIL HK w.e.f. February 05, 2024.

12. POLICY ON MATERIAL SUBSIDIARIES

In accordance with Regulation 16(1)(c) of SEBI LODR Regulations, your Company has adopted a policy for determining material subsidiaries. The said policy is available on the website of the Company at https://www. responsiveindustries.com/policies/.

13. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared in accordance with the "Ind AS" issued by the Institute of Chartered Accountants of India.

Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures is given in Form AOC-1 in this report.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements along with relevant documents of the Company and separate audited financial statements in respect of subsidiaries are available on the website of the Company at https://www.responsiveindustries.com/annual-report/.

14. SCHEME OF AMALGAMATION

The Scheme of Amalgamation of Axiom Cordages Limited ("Transferor Company") with Responsive Industries Limited ("Transferee Company") and their respective shareholders ("the Scheme") was filed under Section 230 – 232 of the Companies Act, 2013 with the Hon?ble National Company Law Tribunal, Mumbai Bench ("Hon?ble NCLT"). The Company had appointed MDP & Partners, Advocates & Solicitors to present and appear on Company?s behalf before the Hon?ble NCLT, Mumbai.

The Scheme of Amalgamation was duly approved by the shareholders of the Company with requisite at their meeting held on June 06, 2023 convened in accordance with the directions given by the Hon?ble NCLT vide order dated April 28, 2023.

The Hon?ble NCLT, Mumbai vide Order dated October 04, 2023 ("the Order") sanctioned the said scheme and accordingly, the Board of Directors of the Company at their meeting held on November 01, 2023 had allotted 4114174 equity shares of Re.1/- each fully paid-up to the shareholders of the Transferor Company as per the swap ratio mentioned under the scheme. The necessary listing and trading approvals from BSE Limited and National Stock Exchange of India Limited have been received on February 19, 2024. In accordance to the sanctioned scheme, the Transferor Company stands dissolved without being wound up.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with Regulation 19(4) read with Part D of the Schedule II of the SEBI LODR Regulations the Nomination and Remuneration Committee of the Board of Directors of the Company has devised a Policy to promote diversity on the Board of Directors which aims to ensure that the Board shall have an optimum combination of Executive, Non-Executive and Independent directors in accordance with requirements of the Act, SEBI LODR Regulations and other statutory, regulatory and contractual obligations of the Company. The Policy is available on the website of the Company at https://www.responsiveindustries.com/policies/.

The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, race and gender, which will ensure that the Company retains its competitive advantage.

16. BOARD OF DIRECTORS

As on March 31, 2024, the Board of your Company comprises of 6 (six) Directors, including 3 (three) Independent Directors (out of which two are Woman Interdependent Directors), 1 (one) Whole-Time Director & CEO and 1 (one) Executive Director. The Chairman is the Non-Executive Non-Independent Director.

17. APPOINTMENT OF DIRECTORS

The details of appointment of Directors during the year ended March 31, 2024 are given below:

Dr. Anita Shantaram (DIN: 00786517) was appointed as an Additional, Non-Executive Independent Director by the Board on the recommendation of Nomination and Remuneration Committee ("NRC") of the Company w.e.f. February 05, 2024. for a term of 5 (five years) The Members of the Company vide special resolution passed through remote e-voting which commenced on Wednesday, February 28, 2024 at 09:00 A.M. (IST) and concluded on Thursday, March 28, 2024 at 05:00 P.M. (IST) by way of postal ballot on March 28, 2024 had approved the appointment of Dr. Anita Shantaram as Non-Executive Independent Director of the Company for a term of five years effective from February 05, 2024 to February 04, 2029.

18. RESIGNATION/ CESSATION OF DIRECTORS

Mr. Arun Vikram Goel (DIN: 07652383), Non-Executive, Independent Director resigned from the Board of the Company w.e.f. November 16, 2023. Mr. Goel had confirmed that there is no other material reason for his resignation as mentioned in his resignation letter dated November 16, 2023.

The Board express its appreciation for Mr. Arun Vikram Goel for the valuable guidance and services rendered by him during his tenure as Director of the Company.

19. RE-APPOINTMENT OF DIRECTOR

In accordance with the provisions of sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting ("AGM"). Consequently, Mr. Rishabh Agarwal

(DIN: 05011607) shall retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The brief resume of Director seeking re-appointment at the ensuing AGM along with other details in pursuance of Regulation 36(3) of the SEBI LODR Regulations is enclosed herewith as Annexure 5 is annexed to the Notice of the Annual General Meeting.

The Board has confirmed that Mr. Rishabh Agarwal satisfies the fit and proper criteria as prescribed under the applicable regulations and that he is not disqualified from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013. The Board recommends the re-appointment.

20. CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

A Certificate on Non-Disqualification of Directors issued by the Secretarial Auditors is annexed as Annexure 6 to this Report.

21. INDEPENDENT DIRECTORS

The Independent Directors of your Company possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, meets the criteria of independence as specified in the Act and the SEBI LODR Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have their name included in the databank of Independent Directors within the statutory timeline.

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess the requisite expertise and experience required to fulfil their duties as Independent Directors. The information required pursuant to Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the Rules") in respect of the ratio of remuneration of a director to the median remuneration of the employees of the Company for the financial year is annexed herewith and marked as Annexure 7 to this Report.

During the year under review, the Independent directors were not paid any Commission.

22. PERFORMANCE EVALUATION OF THE BOARD

In accordance with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI LODR Regulations; the Board has carried out an annual performance evaluation of its own performance, the Director individually as well as the evaluation of the Board as a whole and working of its Committees.

The Company has in place a policy for the performance evaluation of Independent Directors, Board of Directors, Committees, and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Director. The said policy is available on the website of the Company as https://www.responsiveindustries.com/policies/.

Pursuant to the provisions of the Companies Act, 2013, and SEBI LODR Regulations, a separate meeting of Independent Director was held on February 05, 2024 wherein the Independent Directors had carried out an annual evaluation of its performance and that of its Board and Committees as well as the performance of the Directors including the Chairman and Whole-Time Director individually. A structured questionnaire covering various aspects of the Board?s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance was circulated and feedback was sought and the evaluation was carried out based on responses received from the Directors.

23. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI LODR Regulations in respect of meeting the criteria of independence provided under Section 149(6) of the Companies Act, 2013 and clause (b) of sub-regulation (1) of the Regulation 16 of SEBI LODR Regulations The annual declaration as required under the Companies Act, 2013 and SEBI LODR Regulations were received from all the Directors and the same was placed before the Board and Board noted the same.

24. DIRECTORS? RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013.

that in the preparation of the annual financial statements for the year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

that the accounting policies as mentioned in Note No. 2 to the financial statements have been selected and applied consistently and judgments and estimates have been made 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;

that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

that the annual financial statements have been prepared on a going concern basis;

that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

that systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

25. MEETINGS OF THE BOARD

During the year under review, 6 (six) meetings of the Board of Directors were held. The details of attendance at meetings of the Board, its Committees and the Annual General Meeting ("AGM") are included in the Corporate Governance Report, which forms part of this Annual Report.

26. COMMITTEES OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2023 and rules made thereunder and in accordance with the provisions of SEBI LODR Regulations; the Company has constituted the following Committees of the Board and the details such as, terms of reference, meetings and attendance of each of these Committees are provided in the Corporate Governance Report, which forms part of this Annual Report.

a) Audit Committee

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015, the Company has established Audit Committee and the Chairperson of the audit committee is an Independent Director. The Company Secretary acts as the secretary to the audit committee. The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Audit Committee in its meeting held during the year were accepted by the Board of Directors.

b) Nomination and Remuneration Committee

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015, the Company has established the Nomination and Remuneration Committee ("NRC") comprises of all the Non-Executive Directors and Independent Directors. The Chairperson of the NRC is an independent director. The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Nomination and Remuneration Committee in its meeting held during the year were accepted by the Board of Directors.

c) Stakeholders Relationship Committee

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations, 2015, the Company has established Stakeholders Relationship Committee ("SRC").

The Chairperson of committee is a Non-Executive Director. The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Stakeholders Relationship Committee in its meeting held during the year were accepted by the Board of Directors.

d) Risk Management Committee

In accordance with the provisions of Regulation 21 of the SEBI LODR Regulations, 2015 as amended from time to time, every top 1000 listed company shall establish the Risk Management Committee; accordingly, the Company has established the Risk Management Committee ("RMC"). The Chairperson of the committee is the member of the board of directors. The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Risk Management Committee in its meeting held during the year were accepted by the Board of Directors.

e) Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has established Corporate Social Responsibility Committee ("CSR"). The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Corporate Social Responsibility Committee in its meeting held during the year were accepted by the Board of Directors.

27. KEY MANAGERIAL PERSONNEL ("KMP")

Pursuant to the provisions of Section 203 of the Act, the following persons have been designated as Key Managerial Personnel of the Company as of March 31, 2024:

1. Mr. Mehul Vala, Whole-Time Director & CEO

2. Mr. Sadanand Morab, Executive Director

3. Mr. Bhavneet Singh Chadha, Chief Financial Officer and

4. Ms. Mohini Sharma, Company Secretary & Compliance Officer

Appointment/ Resignation of KMP?s during the year: NIL 28. RELATED PARTY TRANSACTIONS

All the contracts /arrangements /transactions entered into by the Company during the financial year ended on March 31, 2024, with related parties were in the ordinary course of business and on an arm?s length basis and had no conflict with the interest of the Company. All the related party transactions were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI LODR Regulations and the Company?s Policy on Related Party Transactions. All these transactions were reviewed and approved by the Audit Committee/ the Board of Directors of the Company The Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material, or which may have potential conflict with the interest of the Company; hence there is no information to be provided as required under section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, the disclosure of related party transactions as required under section 134(3) (h) of the Companies Act, 2013 in form AOC-2 is not applicable.

All the Related Party Transactions including the transactions which are of repetitive nature and for which omnibus approval is granted by the Audit Committee and the Board are placed before the Audit Committee for its review and approval on a quarterly basis. All the Related Party Transactions are subject to an independent review by the Statutory and Secretarial Auditors of the Company to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI LODR Regulations. None of the Directors has any pecuniary relationship or transactions vis-?-vis the Company except remuneration drawn by self or their relative in capacity of the Director or otherwise and sitting fees.

The Company has formulated a policy on materiality of related party transactions and dealing with related party transactions which has been amended from time to time to comply with the necessary amendments of various enactments of law. The Policy is available on the website of the Company at https://www.responsiveindustries. com/policies/.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contracts, arrangements or transactions entered into during fiscal 2024 that fall under the scope of Section 188(1) of the Companies Act, 2013.

30. RISK MANAGEMENT

There is an adequate mechanism in place for risks and uncertainties that can impact its ability to achieve its strategic objectives, risk assessment, risk mitigation and minimization procedures and periodical review.

The detailed terms of reference of the Risk Management Committee are included in the Corporate Governance, which forms part of this Annual Report.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of the provisions of Regulation 34(2) (f) of SEBI LODR Regulations, a report on Business Responsibility and Sustainability Report ("BRSR") on the environmental, social and governance disclosures, in the format as specified by the SEBI for the financial year ended March 31, 2024 is annexed as Annexure 3 which forms part of this Annual Report.

32. CORPORATE SOCIAL RESPONSIBILITY CSR Committee

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, your Company has constituted a Corporate Social Responsibility (CSR) Committee. The role of the Committee includes formulation and recommending to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act and any amendments thereto, recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and referred to in the CSR Policy of the Company, and to monitor the CSR Policy from time to time and suggest the annual action plan for the CSR activities to be undertaken by the Company.

CSR Policy

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Amendment Rules, the Corporate Social Responsibility Committee ("CSR Committee"), your Company has in place a Corporate Social Responsibility Policy ("CSR Policy") which is in consonance with Section 135 indicating the activities to be undertaken by the Company, which has been approved by the Board. The said policy is available on the Company?s website at the following link: https://www.responsiveindustries.com/ policies/.

The Company?s CSR initiatives are as per the Company?s CSR Policy. The CSR program of the Company aims to address the immediate and long term needs of the community and focus on where the Company can make the major impact on marginalized sections of the society.

Annual Report on CSR

The Annual Report on CSR activities for the FY 2023-24 in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, giving details of the composition of the CSR Committee, CSR Policy and projects undertaken by the Company during the FY 2023-24 are outlined in the report on CSR Activities annexed as Annexure 4 to this report.

33. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

Pursuant to the provisions of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the IEPF, which has been established by the Central Government.

The above Rules also mandate transfer of shares on which dividends are lying unpaid and unclaimed for a period of seven consecutive years to IEPF. During the year, the Company has transferred the unclaimed dividend amount of interim dividend for the financial year 2015-16 to the IEPF Authority.

34. PUBLIC DEPOSITS

During the financial year ended on March 31, 2024, your Company has not invited or accepted any deposits as per Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Therefore, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act, 2013 and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

35. 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

None 36. INSURANCE

All the properties of your Company including buildings, plant, machinery and stocks have been adequately insured.

37. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Annual Report.

38. POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a "Nomination & Remuneration Policy" which inter-alia includes Company?s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Policy broadly lays down the guiding principles, philosophy and basis for payment of remuneration to Executive and Non-Executive Directors, Key Managerial Personnel, Senior Management and other Employees. The Nomination & Remuneration Policy of the Company has been posted on the website of the Company at https://www.responsiveindustries.com/policies/.

39. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND THE RULES FRAMED THEREUNDER

The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act?) and the Rules framed thereunder.

During the financial year under review, the Company did not receive any complaints of sexual harassment and no cases were filed under the POSH Act.

40. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism policy to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The whistle blower or the complainant, under the said Policy, is entitled to direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The details of the said policy are explained in the Report on Corporate Governance forming part of this Annual Report. The policy is also available on the website of the Company at https://www.responsiveindustries.com/policies/.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

During the financial year ended on March 31, 2024, there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

42. AUDIT AND AUDITORS? REPORT

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any clarifications.

a) Statutory Auditors and their Report

In accordance with the provisions of Section 139 of the Act and Rules made thereunder, M/s. Shah & Taparia, Chartered Accountants (Firm Registration No. 109463W) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 37^th AGM September 22, 2019 until the conclusion of the 42^nd AGM of the Company to be held in the calendar year 2024. M/s. Shah & Taparia, Chartered Accountants, have submitted their Audit Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 2023-24. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India ("ICAI") and hold a valid certificate issued by the Peer Review Board of the ICAI.

b) Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost accounts and cost records are required to be maintained by the Company, in respect of various manufacturing activities and are required to be audited. Accordingly, such accounts and cost records are maintained in respect of various manufacturing activities. The cost audit report for the financial year 2022-23 was filed with the Ministry of Corporate Affairs ("MCA") on August 24, 2023. There were no observations (including any qualification, reservation, adverse remark, or disclaimer) of the Cost Auditors in the report issued by them for the financial year 2023-24 which call for any explanation/comment from the Board of Directors.

The directors on the recommendation of the Audit Committee, has appointed M/s. S K Agarwal & Associates, Cost Accountants, (Firm?s Registration No. 100322), to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The Cost Auditors have certified that their appointment is within the limits of Section 141(3) (g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

In compliance with the provisions of the Companies Act, 2013 and rules made thereunder, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a proposed resolution seeking the members? ratification for the remuneration payable to M/s. S K Agarwal & Associates, Cost Accountants is included in the Notice convening the Annual General Meeting of the Company.

c) Secretarial Auditors and Cost Audit Report

The Board of Directors had appointed M/s. P.P. Shah & Co., Practising Company Secretaries, Mumbai as Secretarial Auditors of the Company for FY 2023-24 pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In view of the demise of Mr. Pradip Shah, Partner of M/s. P.P. Shah & Co., Practising Company Secretaries; the Board at its meeting held on 05.02.2024 had appointed M/s. Mayank Arora & Co., Practicing Company Secretaries as the secretarial auditor of the Company to conduct the secretarial audit for the financial year 2023-24. M/s. Mayank Arora & Co. has confirmed that they are eligible for the said appointment.

The Board appreciated Mr. Pradip Shah?s valuable contribution and support made during his tenure as Secretarial Auditors of the Company.

The Report of the Secretarial Audit in Form MR-3 is appended hereto as Annexure 9. The observations made by the Secretarial Auditors in the Report issued by them for FY 2023-24 are self-explanatory and do not require any further explanation/comment from the Board of Directors.

43. REPORTING OF FRAUD

During the year under review, the Statutory Auditors or Secretarial Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

44. DISCLOSURE ON SECRETARIAL STANDARDS

During the year ended March 31, 2024, the Company has complied with the provisions of applicable Secretarial Standards issued by The Institute of Company Secretaries of India ("ICSI").

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

In accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo are provided in Annexure 8 forming part of this Annual Report.

46. INTERNAL CONTROL SYSTEM

The Company has instituted adequate internal control systems commensurate with the nature of its business and size of operations. The Company ensures adherence with all internal control policies and procedures as well as compliance with all regulatory guidelines in respect of the business, risk, branches and support functions. The Audit Committee of the Board of Directors of the Company reviews the adequacy and effectiveness of these systems and suggests improvements to strengthen the same. All the significant audit observations of the Internal Auditors and follow-up actions were duly reported upon and discussed at the meetings of Audit Committee. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any.

47. INDUSTRIAL RELATIONS

During the year under review, your Company has maintained healthy, cordial and harmonious industrial relations at all levels.

48. LISTING OF EQUITY SHARES:

The Company?s equity shares are listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited (NSE). The Company has paid listing fees as prescribed for Financial Year 2024-25. The securities of the Company have not been suspended from trading in any of the stock exchanges.

49. INVESTOR RELATIONS

a) Redressal of Investors Grievances:

The investor complaints/ grievances are resolved by the Company and also by the Company?s Registrar and Share Transfer Agent viz. M/s. Link Intime India Private Limited being the Registrar and Share Transfer Agent of the Company as and when required.

b) BSE Listing Centre and NEAPS (NSE Electronic Application Processing System):

The Company ensures in compliance of applicable regulations of SEBI LODR Regulations and all the compliances related filings or disclosures are made to the BSE Limited and NSE through web-based applications viz., BSE Listing center and NSE Application Processing System NEAPS within the stipulated timeline as prescribed under the SEBI LODR Regulations.

c) SCORES (SEBI complaints redress system):

SCORES is an online grievance redressal facilitation platform provided by SEBI. Complainants can lodge grievances pertaining to securities market against SEBI regulated entities like listed companies, Registered Intermediaries and Market Infrastructure Institutions. Investors shall first take up their grievances for redressal with the entity concerned, through their designated persons/officials who handle issues relating to compliance and redressal of investor grievances.

The Company is in compliance with the same and redress the investors complaints, if any on the said platform from time to time.

d) Exclusive email ID for Investors:

The Company has established an email id investor@responsiveindustries.com exclusively for Investor servicing, and the same is prominently displayed on the Company?s website at www.responsiveindustries.com.

The Company keeps its investors updated by posting all the disclosures made with the stock exchanges in compliances with Regulation 46 of SEBI LODR Regulations from time to time. All the historical and latest information of updates of the Company are promptly made available on the Investor Relations page available on the website of the Company at the following link www.responsiveindustries.com.

50. ACKNOWLEDGEMENT

Your Directors express their appreciation for the co-operation and support given to the Company by its vendors, dealers, business associates, consultants, bankers, financial institutions, auditors, solicitors central and state governments and other stakeholders during the year for their continued co-operation and for the excellent support received from them.

Your Directors place on record their sincere thanks to the valuable contribution made by all the front-line workers. Your Directors appreciate the commendable efforts, teamwork and professionalism of the employees of the Company.

You Directors wish to place on record their special appreciation to the valued Shareholders of the Company who have reposed faith in us.

	For and on behalf of the Board of Directors
	Rishabh Agarwal	Mehul Vala
	Non-Executive Director & Chairman	Whole-Time Director & CEO
	DIN: 05011607	DIN: 08361696
Place: Mumbai
Date: August 12, 2024