DIRECTORS REPORT TO THE MEMBERS, The Directors have pleasure in presenting before you the 18th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015. DIVIDEND: The Board of Directors have not recommended dividend due to insufficient profits. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required under clause 49(VIII)(D) of the Listing Agreement forms a 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 perriod of time. CORPORATE GOVERNANCE: A Separate section titled "Report on Corporate Governance" along with the Auditors' Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms a part of this report. 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. DIRECTORS AND KEY MANANGERIAL PERSONNEL: Mr. K. Subba Rao 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 and being eligible offers himself for re-appointment. During the year Mr. G Anil Goud, CFO resigned and Mr. P.M. Nair has been appointed as CFO& COO in his place. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS The Company has received a declaration from Mr. K. Praveen Nair, and Mr. G. Srikanth, 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 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. DIRECTOR'S 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 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; 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 AND AUDITORS REPORT In the previous Annual General Meeting ( 17th AGM), the Company appointed M/s. Hari Babu & Associates, Chartered accountants as statutory Auditors to hold office until the conclusion of the 20th annual General Meeting. The Company has already received letter from them to the effect that their ratification, if made by the shareholders, would be within the prescribed limits and that they are not disqualified for re-appointment within the meaning of the Companies act 2013. The Board of Directors recommend their re-appointment ratification for the financial year 2015-16. INTERNAL AUDIT: The company is having adequate internal control procedures, hence no internal auditor has been appointed. 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. MHVSNS Prasad, Practicing Company Secretary has conducted Secretarial Audit of the Company for the FY 2014-15. The Secretarial Audit Report for the FY 2014-15 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 Company's 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: Nil 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 RESPONSIBILTY: Your company will not attract the corporate social responsibility provisions of Companies Act, 2013 RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large. DISCLOSURE ABOUT COST AUDIT: Cost Audit is not applicable to your Company. RATIO OF REMUNERATION TO EACH DIRECTOR: Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) 2014, ratio of remuneration to maiden Rules, employees is not applicable. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE limited where the Company's Shares are listed. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report. 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. SECRETARIAL STANDARDS EVENT BASED DISCLOSURES During the year under review, the Company has not taken up any of the following activities: 1. Issue of sweat equity share: NA 2.Issue of shares with differential rights: NA 3. Issue of shares under employee's stock option scheme: NA 4. Disclosure on purchase by company or giving of loans by it for purchase of its shares:NA 5.Buy back shares: NA 6.Disclosure about revision: NA 7. Preferential Allotment of Shares: NA 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. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013 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 disposed during the calendar year. • No. of complaints received: Nil • 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, South Indian 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 K. Ravi Kumar Company Secretary & Compliance Officer Date : 31.08.2015 Place: Hyderabad |