TO THE MEMBERS
 
 The Directors have great pleasure in presenting this Twenty Ninth
 Annual Report on the business and operations of your Company with the
 Audited Statement of Accounts for the year ended 31st March 2011.
 
 1.  FINANCIAL PERFORMANCE
 
 Financial Results                              (Rs. in millions) 
 
                                                2010-11       2009-10
 
 Sales and Other Income                         7267.53       5542.86
 
 Profit before Interest, Depreciation & Tax      996.29        815.99
 
 Less: Interest (Net)                             38.04         41.33
 
 Profit before Depreciation & Tax                958.25        774.66
 
 Less: Depreciation                              283.49        253.02
 
 Profit before Tax                               674.76        521.64
 
 Less: Provision for Taxation                    122.04        140.22
 
 Net Profit after Tax                            552.72        381.42
 
 Less: Prior Period Adjustment                     4.16             -
 
 Balance Brought Forward from previous year     1157.72        805.21
 
 Profit available for appropriations            1706.28       1186.63
 
 Appropriations
 
 Transfer to General Reserve                          -             -
 
 Proposed Dividend - Equity Shares                26.16         24.79
 
 Corporate Dividend Tax                            4.24          4.12
 
 Balance carried to Balance Sheet               1675.88       1157.72
 
 2.  OPERATIONS
 
 Your Company has posted a turnover of Rs.7178.61 millions, an increase
 of about 31.29% as compared to Rs.5467.71 Millions in the previous
 financial year. The Company recorded a net profit of Rs.552.72 millions
 as against Rs. 381.42 millions in the corresponding previous financial
 year depicting a rise of 44.91%
 
 3. DIVIDEND
 
 Considering the profitability for the year under consideration and the
 future capital requirements of the Company, your Directors recommended
 a Dividend of Re.0.10/- per Equity Share of Rs.l/- each (i.e.10%) for
 the year ended 31st March 2011 and seek your approval for the same.
 
 4. SETTING UP OF MEGA PROJECT
 
 During the year under consideration , the Company has set up an
 Expansion Project for the manufacture of PVC/CCF Leather Cloth and
 Vinyls Floorings at Company''s factory located at Village Betegaon ,
 Boisar (E) , Tal. Palghar Dist Thane and commercial production has been
 started.
 
 5. SUB-DIVISION OF SHARES
 
 The Company reinforced its investor-friendliness with another
 initiative: a sub-division of the face value of equity shares from
 Rs.10/- per share to Re.l/- per share in pursuance of the resolution
 passed by the shareholders in the Annual general meeting held on 10th
 September 2010.
 
 This sub-division was carried with specific objectives: to increase the
 volume of floating stock, to increase affordability for smaller
 shareholders and stimulate a higher trading volume without increasing
 the Company''s equity base. In view of the above, the authorized equity
 share capital of the Company was altered to 42,00,00,000 equity shares
 of Re.l/- each and and the issued and the paid-up share share capital
 of the Company to 26,16,45,000 equity shares of Re.l/- each.
 
 6. LISTING ON NSE
 
 For years, the Company''s small equity capital prevented its listing on
 the National Stock Exchange of India. Following the stock split, your
 Company''s equity increased, which made the listing possible. In the
 opinion of the management, the listing, which came into effect from
 October 2010 and help narrow the gap between the market capitalization
 and what the Company''s fundamentals warrant.
 
 7. ALLOTMENT OF EQUITY SHARES PURSUANT TO CONVERSION OF CCDs
 
 The Board in their meeting held on 9th August 2010 has allotted
 13,72,500 Equity Shares of Rs.10/- each at a premium of Rs.500/- per
 share pursuant to conversion of 0% 7000 Compulsorily Convertible
 Debentures (CCDs).
 
 8. CONSOLIDATED FINACIAL 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 conditions mentioned in the said circular with
 immediate effect.  The Board of Directors of your Company at its
 meeting held on 20th May, 2011, approved the Audited Consolidated
 Financial Statements for the financial year 2010-11 in accordance with
 the Accounting Standard (AS-21) and other Accounting Standards issued
 by the Institute of Chartered Accountants of India as well as Clause 32
 of the Listing Agreement, which include financial information of all
 its subsidiaries, and forms part of this report. The Consolidated
 Financial Statements of your Company for the financial year 2010-11,
 are prepared in compliance with applicable Accounting Standards and
 where applicable Listing Agreement as prescribed by the Securities and
 Exchange Board of India.  The annual accounts and financial statements
 of the subsidiary company of your 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
 Companies for the financial year 2010-11. A statement of summarized
 financials 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.
 
 9. DIRECTORS
 
 During the year 2010-11, Mr.Shobha Singh Thakur , Mr.Vijay Kumar Chopra
 , Mr.Akil Hirani and Mr. Michael Freedman have been appointed as
 Additional Directors. As per the provisions of Section 260 of the
 Companies Act, 1956, these Directors hold office only up to the date of
 the forthcoming Annual General Meeting of the Company, and are eligible
 for appointment as Directors. The Company has received notices under
 Section 257 of the Act, in respect of the above persons, proposing
 their appointment as Directors of the Company.  Resolutions seeking
 approval of the Members for the appointment of Mr.Shobha Singh Thakur,
 Mr.Vijay Kumar Chopra , Mr.Akil Hirani and Mr. Michael Freedman as
 Directors of the Company have been incorporated in the Notice of the
 forthcoming Annual General Meeting along with brief details about them.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Rajesh Pandey retires by
 rotation at the ensuing Annual General Meeting and being eligible
 offers himself for reappointment. Accordingly, his re- appointment
 forms part of the notice of the ensuing Annual General Meeting.
 
 10. DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As 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 as to give a true and fair view of the state of affairs
 of the Company as at March 31, 2011 and of the profit of the Company
 for the year ended on that date;
 
 - 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.
 
 - that the Directors have prepared the annual accounts on a going
 concern basis.
 
 11. CORPORATE GOVERNANCE
 
 The Company has 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 forms part 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 are also given therein.
 
 12. PLEDGE OF SHARES
 
 None of the equity shares of the directors of the Company are pledged
 with any banks, financial institutions.
 
 13. 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.
 
 14. PUBLIC DEPOSITS
 
 The Company has not accepted any public deposits during the year under
 review.
 
 15. 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.
 
 16. 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.
 
 17. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 In accordance with the provisions of section 217(l)(e) of the Companies
 Act, 1956, read with the Companies (Disclosure of particulars in the
 report of Board of Directors) Rules , 1988 .  The required information
 relating to the conservation of energy, technology absorption and
 foreign exchange earnings and outgo is given in the Annexure to the
 Directors'' Report.
 
 18. 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 SEBI(Substantial Acquisition of Shares & Takeovers)
 Regulations, 1977.
 
 19. 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 look forward to their co-operation.
 
 20. 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 to the company and their
 confidence in its management and to the employees of die Company for
 their valuable contributions.
 
                                        For and on behalf of me Board
 
                                    For Responsive Industries Limited
 
 Place : Betegaon                                         AtitAgarwal
 
 Date   : 20th May ,2011                                   (Chairman)