Response Informatics Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the Directors Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2023.

1) FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

In Rupees

3. Standalone Results:
Particulars	2022-2023	2021-2022
Revenue from Operations	9,41,46,270	7,01,92,314
Other Income (Including Exceptional Items)	4,96,486	0
Total Expenses	8,75,27,088	6,58,54,863
Profit Before Tax	71,15,668	43,37,451
Less: Provision for Taxation	13,09,622	6,47,492
Profit/ (Loss) After Tax	58,06,047	36,89,959
Other Comprehensive Income	0	0
Total Comprehensive Income	0	0
Earning per Equity Share - Basic & Diluted (in Rs.)	0.78	0.62

In Rupees

Consolidated Results
Particulars	2022-2023	2021-2022
Revenue from Operations	11,23,52,956	-
Other Income (Including Exceptional Items)	4,96,486	-
Total Expenses	10,53,60,411	-
Profit Before Tax	74,89,032	-
Less: Provision for Taxation	13,09,622	-
Profit/ (Loss) After Tax	61,79,410	-
Other Comprehensive Income	0	-
Total Comprehensive Income	0	-
Earning per Equity Share - Basic & Diluted (in Rs.)	0.83	-

2) REVIEW OF OPERATIONS/STATE OF COMPANYS AFFAIRS:

The total revenue of the Company for the Financial Year 2022-23 under review was Rs. 9,46,42,756 as against Rs. 7,01,92,314 for the Previous Financial Year 2021-22. The company recorded a net profit of Rs. 58,06,047 for the Financial Year 2022-23 as against the net profit of Rs. 36,89,959 for the Previous Financial Year 2021-22.

3) CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

During the period under review and the date of the Boards Report there was no change

in the nature of Business.

4) RESERVES

Pursuant to provisions of Section 134(3) (j) of the Companies Act, 2013, the company has proposed to transfer an amount of Rs. 58,06,047 to general reserves account of the company during the year under review.

5) DIVIDEND

Keeping the Companys expansion and growth plans, Board of directors have decided not to Recommend dividend for the Financial Year.

6) MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report.

7) BOARD MEETINGS

The Board of Directors duly met six (6) times during the Financial Year from 1st April 2022 to 31st March 2023.

The dates on which the Board Meetings were held are 10.04.2022, 22.04.2022, 27.05.2022, 14.07.2022, 05.08.2022, 14.08.2022, 24.08.2022, 14.11.2022, 11.01.2023, 14.02.2023, 29.03.2023.

8) appointment/re-appointment/resignation/retirementof directors /ceo/cfo and key manangerial personnel :

a) Mrs. Bhuvaneswari Seetharaman (DIN: 01666421), Non-Executive Director, who retires by rotation and being eligible offers herself for re-appointment.

As required under regulation 36(3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under:

Name of the Director	Bhuvaneswari Seetha Raman DIN: 01666421
Date of Birth	02-11-1950
Qualification	SSLC
Expertise in specific functional areas	She is an under graduate and having vast experience in administration for 40 years.
Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board	NIL
Shareholding	348,790 Equity Shares
Inter se relationship with any Director	She is the mother of managing director Subramaniyam Seetha Raman

b) Particulars of Mr. Chandrasekhar Pattapurathi (DIN: 01647212), Independent Director.

As required under regulation 36(3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under:

Name of the Director	Chandrasekhar Pattapurathi DIN: 01647212
Date of Birth	19-03-1975
Qualification	CMA.
Expertise in specific functional areas	He is a member of professional body Cost accountants of India having vast experience of almost 20 years in Corporate management.
Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board	1. Orchasp Limited.
	2. CIL Infoserve Ltd.
	3. Bilwa Infrastructure Ltd.
	4.Response Informatics Ltd.
Shareholding	NIL
Inter se relationship with any Director	NIL

C) Particulars of Mr. Prakash Babu Kondeti (DIN: 01857170), Independent Director.

As required under regulation 36(3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under:

Name of the Director	Prakash Babu Kondeti DIN: 01857170
Date of Birth	27-06-1975
Qualification	He is a commerce graduate and also completed MCSE, in Osmania university, He is having around two decades of experience in Corporates.
Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board	1. Response Informatics Limited.
Shareholding	6,000 shares
Inter se relationship with any Director	NIL

9) DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from Mr. Prakash Babu Kondeti and Mr. Chandra Sekhar Pattapurathi, 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, 2015.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

10) FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS :

Independent Directors are familiarized about the Companys operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

11) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is available on the Company website: www.responseinformaticsltd.com

We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

12) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

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

b. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent 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. That the Directors have 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. That the Directors have prepared the annual accounts on a going concern basis:

e. That the Directors have 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. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13) INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and the therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section125 (2) of the Act.

14) NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

Technologia Corporation, USA has become wholly owned subsidiary of the Company.

15) INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/JOINTVENTURES

During the Financial Year, the Company have one subsidiary, its financial position has been shown below in Annexure-I

16) 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 annual return in MGT 7 will be uploaded on the website of the company www.responseinformaticsltd.com.

17) AUDITORS:

a. Statutory Auditors

The members of the Company in accordance with Section 139 of the Companies Act, 2013 passed a resolution for appointment of M/s. BRR & Associates, Chartered Accountants, Hyderabad (Firm Number 013012S) as Statutory Auditors of the Company for a period of 5years in the 21st AGM held on 29.09.2018 to hold office up to the conclusion of 26th Annual General Meeting of the Company. As the term of the statutory auditors expires in the ensuing AGM it is proposed to appoint M/s. M. Anandam & Co., Chartered Accountants (Firm Registration No.000125S), as statutory auditors of the company subject to the approval of shareholders.

b. Statutory Auditors Report

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31, 2023 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the coming years.

c. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, the Board has appointed Mr.V.B.S.S.Prasad, Practicing Company Secretary (C.P.No:4605), as the secretarial auditor of the company, who has undertaken Secretarial Audit of the Company for financial year ending 31.03.2023. The report of the Secretarial Auditor is enclosed herewith vide Annexure-I of this Report.

d. Secretarial Audit Report

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2023 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013 and as there are no adverse remarks by the Secretarial Auditor, Board has not commented.

e. Cost Auditor

In terms of the provisions of Section 148 of the Companies Act, 2013, read with Rule 3 & 4 of The Companies (Cost Record and Audit) Rules, 2014 and all other applicable provisions of the Companies Act, 2013, the Cost Audit is not applicable to the Company.

18) INTERNAL AUDIT AND FINANCIAL CONTROL:

The Company is in the process of setting up its own internal department, however statutory auditors have recommended appointing external auditors as internal auditors, we are considering the same for the ensuring period. We have a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

19) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees.

Has made investment in Unofin Technology solutions Private Limited 3836 Shares @ Rs.2606.74 amounting to Rs.9999454.64 during the year.

20) RELATED PARTY TRANSACTIONS:

Company has formulated a policy on related party transactions which is also available on Companys website. This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure II which forms part of this Report. Refer Notes to account point-29.

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

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 1956, read with Companies (Accounts) Rules, 2014 are enclosed as Annexure III.

22) COMMITTEES:

Information on Committees is included in the Corporate Governance report.

23) VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

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

https://www.responseinformaticsltd.com/ codeofinsider/?id=investors

24) CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY) :

The provisions of section135 are not applicable to the Company.

25) PUBLIC DEPOSITS :

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

26) SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS/REGULATORS /TRI- BUNALS:

There are no significant and material orders passed by the regulators/courts that would impact the going concern status of the Company and its future operations.

27) MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is appended as Annexure V for information of the Members.

28) POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website https://www. responseinformaticsltd.com/policy/?id=investors.

29) ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. As the company operates in Information Technology sector, environmental pollution issues will not arise.

30)INFORMATION AS PER RULE 5(1)0) OF CHAPTER XIII, COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

S.NO Disclosure Requirement	Name of Director/ KMP	Designa tion	Yearly remuneration (In Rupees)	Ratio to median remu- nera- tion
1 Ratio of Remuneration of each Director to the median remuneration of the employees of the Company for the financial year	Mr. Subramaniyam Seetha Raman	Managing Director from 22 January 2022	12,00,000	2.67
	Mrs. Bhuvaneswari Seetharaman	Managing Director up to 21 January 2022	Nil	Nil
2 Percentage increase in the remuneration of each Director, Chief Financial Officer,	Mr. Subramaniyam Seetha Raman	Managing Director	12, 00,000	100%
Company Secretary or Manager, if any, in the financial year	K. Ravi Kumar	Company Secretary	12, 00,000	Nil
	M Rama Krishna Prasad	Chief finance Officer	12, 00,000	Nil

1. Percentage increase/ (decrease) in the median remuneration of employees in the FY 2023-24: (3.23%)

2. Number of permanent employees on the rolls of the company as on March 31, 2023: 92

3. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Not Applicable since there is no increase in managerial remuneration.

4. The key parameters for any variable component of remuneration availed by the Directors:

Not applicable as there is no variable component of remuneration availed by the Directors. However, commission is payable to Managing Director and Independent Directors of the Company depending on the net profit for the financial year not exceeding the overall limit as per section 198 read with schedule V of the Companies Act, 2013.

5. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company is in compliance with its remuneration policy.

6. Particulars of employees posted and working in a country outside India, not being Directors or their relatives, drawing more than sixty lakh rupees per year or five lakh rupees per month, as the case may be, as may be decided by the Board, need not be circulated to the members in the Report, but such particulars shall be filed with the Registrar of Companies while filing the financial statement and the Report:

Not Applicable as no employee was posted in a Country outside India for working on behalf of the Company.

7. Particulars of employees drawing remuneration aggregating to Rs.1.02 crores per annum employed during the year 2022 - 23 and employees drawing remuneration of Rs.8.5 lakhs per month employed for the part of financial year:

Not applicable as no employee was drawing remuneration aggregating to Rs.1.02 crores per annum employed during the year 2022 - 23 and employees drawing remuneration of Rs.8.5 lakhs per month employed for the part of financial year.

8. RATIO OF REMUNERATION TO EACH DIRECTOR:

No other Director has drawn any remuneration except Mr. S Subramaniyam Seetha Raman and hence the ratio of remuneration doesnt arise.

31) CODE OF CONDUCT COMPLIANCE:

All Members of the Board and Senior Management have affirmed compliance to the Code of Conduct for the Financial Year 2022-23. A declaration signed by the Managing Director affirming compliance with the Companys Code of Conduct by the Board of Directors and Senior Management for the Financial Year 2022-23 as required under Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report which is appended as Annexure IV and forms part of this Report.

32) MECHANISM FOR EVALUATION OF THE BOARD:

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of Independent Directors, Board of Directors and Committees of the Board.

The criteria for performance evaluation is based on the parameters like attendance and participation at the meetings of the Board and Committees thereof, contribution to strategic decision making, review of financial statements, business performance.

The evaluation of Board of Directors is performed by the Board after seeking all the inputs from the Directors and the Board Committees by seeking inputs from the Committee members.

The performance evaluation of the individual directors is done by the Nomination and Remuneration Committee.

The performance evaluation of non - independent directors, the Board as a whole and the Chairman is done by a separate meeting of Independent Directors after taking inputs from the Executive directors.

33) SECRETARIAL STANDARDS :

The Company is in compliance with the applicable secretarial standards.

34) EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employees stock options scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buyback shares: NA

f) Disclosure about revision: NA

36) EVENTS DURING THE FINANCIAL YEAR:

Preferential Allotment of Shares: YES

A) The allotment of shares on Preferential basis was approved in the Extra-ordinary general meeting held on 5th April 2022 and allotment was made on 22nd April 2022

S.NO Name and Address of the shareholder	Total.no of shares allotted	Nominal value of shares issued at Rs.10/ - per share.	Distinctive Nos
			From	To
1 Mr. Kishore Kumar Ganji, Villa15, Meenakshi Bamboos, Gachibowli, Hyderabad-500032	500000	5000000	6050301	655030
Orabase Solutions LLP	5,00,000	50,00,000	65,50,301	70,50,300
2 1 St Floor, Plot No 260, Guttala Begumpet, Kavuri Hills Hyderabad - 500081.
Mr. M. Sunil Kumar	5,00,000	50,00,000	70,50,301	75,50,300
3 Villa23, Aparna County, Miyapur, Hyderabad-500049
TOTAL	15,00,000	1,50,00,000

The said issue was approved by the shareholders in Extraordinary general meeting of the company held on 05 April 2022. In compliance with the said approval the company allotted 15,00,000 equity shares on 22 April 2022.

As a result the paid up capital of the company was increased to rupees 7, 47, 64,000.

(B)The registered office of the company was shifted from Spaces & More Business Park E1, 5th Floor, 1-89/A/8/C/2, Vittal Rao Nagar, Madhapur, Hyderabad TG 500081 to Plot no, 42, Nagarjuna Hills, Punjagutta, Hyderabad-500082 Telangana

B) CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

C) MD/CFO CERTIFICATION:

The Managing Director and CFO certification of the financial statements for the year 2022-2023 is annexed in this Annual Report as Annexure VII.

D) CODE OF CONDUCT FOR THE 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) Regulation, 2015 and Amended Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website

https://www.responseinformaticsltd.com/codeofinsider/?id=investors.

E) ACKNOWLEDGEMENTS:

The 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 the Company. Directors also wish to place on record their appreciation of business constituents, banks, other institutions and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board of Directors

Sd/-

Subramaniyam Seetha Raman

Managing Director (DIN: 06364310)

Date: 2nd September, 2023