The Directors have pleasure in presenting this Thirtieth Annual Report
 on the business and operations of your Company with the Audited
 Statement of Accounts for the Year ended 31st March 2012.
 
 FINANCIAL PERFORMANCE
 
 Financial Results                                 (RS. in millions)
                                               2011-12      2010-11  
 
 Sales and Other Income                       10760.16      7267.53
 
 Profit before Interest,Depreciation & Tax     1210.60       996.29
 
 Less:Interest (Net)                             61.50        38.04
 
 Profit before Depreciation & Tax              1149.10      9538.25
 
 Less:Depreciation                              542.29       283.49
 
 Profit before Tax                              606.81       674.76
 
 Less:Provision for Taxation                    117.34       122.04
 
 Net Profit after Tax                           489.47       552.72
 
 Less:prior Period Adjustment                        -         4.17
 
 Balance Brought Forward from previous year    1675.87      1157.72
 
 Profit available for appropriations           2165.34      1706.27
 
 Appropriations
 Transfer to General Reverse                         -            -
 
 Proposed Divided- Equity Shares                 26.69        26.16
 
 Corporate Dividend Tax                           4.32         4.24
 
 Balance carried to Balance Sheet              2134.33      1675.87
 
 
 2. OPERATIONS
 
 Your Company has posted a turnover of Rs.10760.16 millions, an increase
 of about 48% as compared to Rs.7267.53 million in the previous
 financial year. The Company recored a net profit of Rs.489.47 millions
 as against Rs. 548.55 millions in the corresponding previous financial
 year depicting a decline of 10.77%
 
 3. DIVIDEND
 
 considering the profitability for the year under consideration and
 future capital requirements of the Company. Your Directors recommended
 a Dividend of 10% i.e. 0.10 per Equity Share of Rs.1/- each fully paid
 up for year ended 31st March 2012 and seek your approval for the same.
 
 4.ALLOTMENT OF EQUITY SHARES
  
 The Board in their meeting held on 15th February, 2012 has allotted
 5267700 Equity Shares of Rs. 1/- each fully paid up at a premium of Rs.
 110/- per share to the Promoters to Preferential basis.The said Equity
 share have been listed on BSE & NSE and admitted to dealings on the
 Exchanges on 23rd May, 2012 & 7th May, 2012 respectively.
 
 5. CONSOLIDATED FINANCIAL STATEMENTS
  
 The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011
 dated 8th February,, 2011. issued a direction under Section 212(8) of
 the Companies Act, 1956 that the provisions of section 212 shall not
 apply to companies in relation to their subsidiaries, subject to
 fulfilling certain consolidations mentioned in the said circular with
 immediate effect.  The Broad of Directors of your Company at its
 meeting held on 24th May,2112, approved the Audited Consolidated
 Financial Statements for the financial year 2011-12, approved the
 Accounting Standard (As-21) and other Accounting Standards issued by
 the Institute of Chartered Accounting of India as well as Clause 32 of
 the Listed Agreement, Which include financial information of its
 subsidiary, and forms part of this report. The Consolidated Financial
 Statements of your Company for the financial year 2011-12, are Prepared
 in compliance with applicable Accounting Standards and where
 applicable Listing Agreement as prescribed by the Securities and
 Exchange Broad of India.  The annual accounts and financial statements
 of the subsidiary company of year Company and related detailed
 information shall be made available to members on request and are open
 for inspection at the Registered Office of your Company. Your Company
 has complied with all the conditions as stated in the circular and
 accordingly has not attached the financial statements of its subsidiary
 company for the financial year 2011-12. A statement of summarized
 financial of the subsidiary of your Company including capital,
 reserves,total assets, total liabilities, details of
 investment,turnover,etc., pursuant to the General circular issued by
 Ministry of Corporate Office, forms part of this report.
 
 
 6. DIRECTORS 
 
 In accordance with the provision of the Companies Act, 1956 and the
 Articles of Association of the Company, M. Atit Agrawal retires by
 rotation at the ensuring annual General Meeting and being eligible
 offers himself for reappointment. Accordingly, his re- appointment
 forms part of the notice of the ensuring Annual General Meeting.
 
 7.DIRECTORS'' RESPONSIBILITY STATEMENT
 
 A required by section 217(2AA) of the Companies Act, 1956, your Board
 of Directors hereby state:
 
 - that in preparation of the annual accounts, applicable accounting
 standards have been followed along with proper explanation relating to
 material departures;
 
 - that the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so to give a true and fair view of the state of affairs of
 the Company as at March 31, 2012 and of the profit of the Company for
 the year ended on that date;
 
 - that the Directors have 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; 
 
 - that the Directors have prepared the annual accounts on a going
 concern
 
 8.CORPORATE GOVERNANCE
  
 The company as complied with all the mandatory requirements of
 Corporate Governance, as stipulated in Clause 49 of the Listing Agreement
 with the stock exchanges. A separate report on Corporate Governance and
 a certificate from M/s. P. P Shah & Co,. Practicing Company Secretaries
 regarding compliance with the conditions of Corporate Governance is
 given in a separate section and from parts of the Annual Report.
 Further, a declaration signed by the Chairman cum Whole Time Director,
 affirming compliance with the code of conduct by all the Board members
 and senior management personnel along with certificate from CEO/CFO
 required under clause 49(v) of the Listing Agreement ins also given
 therein.
 
 9. PLEDGE OF SHARES
 
 None of the equity shares of the Directors of the Company are pledged
 with any banks or financial institutions.
 
 10. PARTICULARS OF EMPLOYEES
 
 There was no employee drawing remuneration exceeding the specified
 limit, during the year under consideration. hence details prescribed
 under section 217(2A) of the Companies Act, 1956, read with
 Companies(particulars of employees) Rules,1975 are not applicable.
 
 11.PUBLIC DEPOSITS
 
 The company has not accepted any public deposits during the year under
 review.
 
 12.AUDITORS
 
 M/s Haribhakti & Co., chartered Accountants, who are the statutory
 auditors of the Company, hold office in accordance with the provisions
 of the Act upto the conclusion of the forthcoming Annual General
 Meeting and are eligible for re-appointment.
 
 13. MANAGEMENT DISCUSSION AND ANALYSIS
 
 pursuant to clause 49 of the Listing Agreement with the stock exchanges,
 the Management Discussion & Analysis Report for the year under review
 is given under a separate section and forms part of the Annual Report.
 
 14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 In accordance with the provisions of section 217(1)(e) of the Companies
 Act,1956, read with the Companies(Disclosure of particulars in report
 of Broad Directors)Rules, 1988, The required information related to the
 conservation of energy, technology absorption and foreign exchange
 earnings and outgo is given in the Annexure to the Directors'' Report.
 
 15. GROUP
 
 Pursuant to intimation from the promoters.the names of the promoters &
 entities comprising the GROUP are disclosed in the Annual report for
 the purpose of the promoters & entities comprising Acquisition of
 Shares & Takeovers) Regulations,2011.
 
 
 16. RECOGNITIONS AND AWARDS
 
 During the Financial year 2011-12 your company received following
 recognition and Awards: 
 
 - Emerging Company of the year for 2011 by Economic Development Forum.
 
 
 - Bharat Navnirman Ratna Award by Indian Organisation for Commerce and
 Industry.
 
 - Global Achiever''s Awards for Young Entrepreneur 2012 by Economic
 Development Forum.  
 
 - Certificate of Excellence by Inc.500
 
 17. INDUSTRIAL RELATIONS
    
 The industrial relations at the manufacturing facilities of your
 Company have been cordial during the year. Your Directors wish to place
 on record the commitment and involvement of the employees at all levels
 and forward to their co-operation.
 
 18. ACKNOWLEDGEMENTS
 
 Your Directors express their thanks and appreciation to the
 shareholders. customers, bankers and all other business associates for
 the continuous support given by them the Company and their confidence
 in its management and to the employees of the Company for their
 valuable contributions.
 
 
 
                                     For and on behalf of the Board 
                                  For Responsive Industries Limited
 
 
                                                    Atit Agarwal 
                                                     (chairman)
  
 place : Mumbai
 
 Date : 24th May, 2012