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R M Drip & Sprinklers Systems Ltd

BSE Code : 535010 | NSE Symbol : RMDRIP | ISIN:INE219Y01018| SECTOR : Plastic products |

NSE BSE
 
SMC up arrow

15.50

0.00 0.00 Volume 280564

26-Nov-2021 EOD

Prev. Close

15.50

Open Price

16.25

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 16.25 - 15.50

52 wk High/Low 53.10 - 15.50

Key Stats

MARKET CAP (RS CR) 10.37
P/E 96.88
BOOK VALUE (RS) 20.4036402
DIV (%) 0
MARKET LOT 2000
EPS (TTM) 0.16
PRICE/BOOK 0.759668365451769
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%) 100
4

News & Announcements

02-Nov-2021

R M Drip & Sprinklers Systems Ltd - R M Drip and Sprinklers Systems Limited - Appointment

26-Oct-2021

RM Drip & Sprinklers Systems to announce Quarterly Result

11-Oct-2021

R M Drip & Sprinklers Systems Ltd - R M Drip and Sprinklers Systems Limited - Certificate under SEBI (Depositories and Participants) Regulations, 2018 :

28-Sep-2021

R M Drip & Sprinklers Systems Ltd - R M Drip and Sprinklers Systems Limited - Trading Window

26-Oct-2021

RM Drip & Sprinklers Systems to announce Quarterly Result

13-Sep-2021

RM Drip & Sprinklers Systems schedules AGM

19-Aug-2021

RM Drip & Sprinklers Systems announces board meeting date

26-Jun-2021

RM Drip & Sprinklers Systems to convene board meeting

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Avro India Ltd 535098 AVROIND
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Biopac India Corporation Ltd 532330
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MPL Plastics Ltd 526143 MILTONPLAS
MSL Industries Ltd 513242 MSLIND
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National Flask Industries Ltd 531903
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Premier Polyfilm Ltd 514354 PREMIERPOL
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Share Holding

Category No. of shares Percentage
Total Foreign 112000 1.67
Total Institutions 0 0.00
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 56000 0.84
Total Promoters 4029077 60.23
Total Public & others 2492923 37.27
Total 6690000 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About R M Drip & Sprinklers Systems Ltd

R.M. Drip & Sprinklers Systems Limited was originally incorporated as a private limited company with the name 'R.M. Drip & Sprinklers Systems Private Limited' on 20th December 2004. Subsequently, it was converted into a public limited company and the name of the Company was changed to 'R M Drip and Sprinklers Systems Limited' on 27th June 2017. Vijaykumar Kshirsagar, Shubhangi Kshirsagar, Arjun Makani, Lila Makani, Nivrutti Kedar and Sureklia Kedar are the promoters of the Company. Vijaykumar Kshirsagar and Shubhangi Kshirsagar were the initial subscribers to the Memorandum of Association of the Company. Arjuu Makani, Lilaben Makani, Nivrutti Kedar and Sureklia Kedar joined the company and were allotted shares on October 13, 2014. R.M. Drip & Sprinklers is engaged in the business of manufacture and sale of Micro Irrigation System (MIS) consisting of Drip Irrigation System and Sprinkler Irrigation System, its components, irrigation accessories and allied products.

R M Drip & Sprinklers Systems Ltd Chairman Speech

Dear Shareholders,

It gives me immense pleasure to welcome you all at the 16th (Sixteenth) Annual General Meeting of your Company through Video Conferencing.

I feel delighted to share with you the performance of your Company for the Financial Year 2019-2020. The year has been encouraging as your Company registered another commendable performance with impressive growth despite a challenging economy. I will share with you the actions and initiatives we have embarked upon so far, and will ask you to consider the Company's prospects and future plans. We also get honoured to have such investors who kept trust in the Company by flowing

their investment for mutual growth and I must thank all the shareholders for the confidence they have shown in the business and the management.

In view of the outbreak of the COVID-19 pandemic, social distancing norm to be followed and the continuing restriction on movement of persons at several places in the country and as per MCA circular and SEBI circular for conducted Annual General meeting through VC/OAVM Facility, which does not require physical presence of members at a common venue. In this year company is conducting its 16thAGM through VC/OAVM Facility.

We are happy to share with you the 16th (Sixteenth) Annual Report of your Company. Towards the end of F.Y. 2019-2020, business was moving in the direction of normalcy and is looking buoyant in coming financial year.

It is always pleasure and privilege to share with you highlights of the year's performance and outlook for F.Y. 2019-2020:

-I- Our total revenue for the year is Rs. 23.72 Crore as compared to Rs. 23.13 Crore in the previous year.

-I- We incurred a Profit Before Tax of Rs. 2.01 Crore as compared to loss of Rs. 5.42 Crore which was incurred in the previous financial year.

-I- We incurred a Profit After Tax of Rs. 2.80 Crore as compared to loss of Rs. 5.44 Crore which was incurred in the previous financial year.

The F.Y. 2019-2020 has been a good year for the Company wherein the Company managed to significantly improve its profitability as compared to the previous financial year despite the external challenges. The growth in the profit of the Company was clocked through a focus on product quality, process innovation, improved manufacturing efficiencies and enhanced service level with better logistic arrangements. The F.Y. 2019-2020 was a market with volatility and disruptions, still your Company continued to perform consistently well even under these challenging times and delivered significantly better results.

The lockdown announced by the Central Government due to CoVID-19pandemic have affected the business of the Company. Being an allied Agriculture Industry and object of the Company is related to provide equipment / tools to agriculturists activities, our Company had took the permission to carry on the business of the Company despite of lockdown. The Company has resumed its work from 21st April, 2020 based on the permission granted by the Government of Maharashtra. Complete and significant impact and effect of CoVID-19 on the Capital and Financial Resources, profitability and liquidity position shall be more particularly viewed and disclosed in the Financial Statement for the F.Y. 2019-2020.

As you all are aware that your Company is agricultural based Company, so everything we do is to benefit the farmers and to create a sustainable future for them. They are the backbone of this nation, that's why they deserve support machinery that will constantly aid and guide them towards better water management and increasing their crop yields. For which, we constantly Endeavour to find new technological breakthroughs and work at bridging the gap between our businesses and rural communities.

We as company always try to cater the demand and to try to meet the growing and changing needs of agriculture and farm industry with our standard and unique products. Our company has utmost managerial capacity and experienced staffs who always try to achieve the goals set by the Company.

Our company has proposal to widen main object to remain competitive in this technologically advanced business world and to manufacture and fabricate by adopting World Class Technology and State of the Art equipments and to design, supply, distribute, market, import and export and otherwise deal in Flat Drip & Cylindrical Drip Systems, HDPE Sprinkler Pipes with Fittings and PVC Pipes as a part of the Irrigation Systems with latest automation & supplying products to the Indian and global Farming Community to maximize the farming productivity and

accordingly seek your confirmation being an activity which can be easily and advantageously combined with existing main object of the company .

We believe we have a much longer journey ahead to serve our customers with the best in class products & services which are so essential to the future of mankind and the earth itself!

I take this opportunity to once again thank the Board Members and particularly distinguished Independent Directors for their continued leadership support to the Company and its employees. I also thank employees of Company without whose efforts and commitment, the Company could not have performed well in challenging conditions. I would also like to deeply thank and acknowledge the continued co-operation, trust and support of various Government/ Regulatory authorities, Company's valued customers, suppliers, vendors, investors, bankers and shareholders.

Best Regards,

Mr. Vijaykumar Hanmant Kshirsagar

Chairman

(DIN: 00816360)

   

R M Drip & Sprinklers Systems Ltd Company History

R.M. Drip & Sprinklers Systems Limited was originally incorporated as a private limited company with the name 'R.M. Drip & Sprinklers Systems Private Limited' on 20th December 2004. Subsequently, it was converted into a public limited company and the name of the Company was changed to 'R M Drip and Sprinklers Systems Limited' on 27th June 2017. Vijaykumar Kshirsagar, Shubhangi Kshirsagar, Arjun Makani, Lila Makani, Nivrutti Kedar and Sureklia Kedar are the promoters of the Company. Vijaykumar Kshirsagar and Shubhangi Kshirsagar were the initial subscribers to the Memorandum of Association of the Company. Arjuu Makani, Lilaben Makani, Nivrutti Kedar and Sureklia Kedar joined the company and were allotted shares on October 13, 2014. R.M. Drip & Sprinklers is engaged in the business of manufacture and sale of Micro Irrigation System (MIS) consisting of Drip Irrigation System and Sprinkler Irrigation System, its components, irrigation accessories and allied products.

R M Drip & Sprinklers Systems Ltd Directors Reports

To

The Members of

R M DRIP AND SPRINKLERS SYSTEMS LIMITED

Your Directors have pleasure in presenting 16th (Sixteenth) Annual Report and Audited Financial Statement of the company for the period ended 31st March, 2020.

1. FINANCIAL RESULTS OR HIGHLIGHTS:

The following are the financial results of the Company for the year ended 31st March, 2020.

Particulars Year Ended on 31st March, 2020 (Figures in Rs.) Year Ended on 31st March, 2019 (Figures in Rs.)
Revenue from Operations 23,23,63,582 22,29,09,257
Other Income 48,48,662 83,84,869
Less: Expenses 21,70,59,302 28,55,35,490
Profit Before Tax 2,01,52,942 (5,42,41,364)
Less: Current Tax Nil Nil
Less: Deferred Tax Expenses/(Surplus) (78,94,229) 1,70,601
Profit for the year 2,80,47,171 (5,44,11,965)

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

The Key highlights pertaining to the business of the company for the year 2019-2020 and period subsequent there to have been given hereunder:

The total revenue of the Company during the financial year 2019-2020 was Rs. 23.72 Cr against the total revenue of Rs. 23.13 Cr in the previous financial year 2018-2019.

The total expenses of the Company during the financial year 2019-2020 was Rs. 21.70 Cr against the expenses of Rs. 28.55 Cr in the previous financial year 2018-2019.

During the F.Y. 2019-2020, your Company has incurred a profit of Rs. 2.01 Crore as compared to the loss of Rs. 5.42 Crore which was incurred in the F.Y. 2018-2019.

With various corrective measures taken by the company for reduction of cost, increase in revenue and other non-financial steps which lead to increase in company's profit. Your

Company will surely register a growth and bring its business in profits during the current financial year.

3. DIVIDEND:

In light of CoVID-19 situation all over the world, the Company shall have working capital requirement in near future hence With a view to provide cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the year ended 31st March, 2020.

4. RESERVE:

Pursuant to provisions of Section 134(1)(j) of the Companies Act 2013, the company has not proposed to transfer any amount to general reserve account of the company during the year under review. The Company has retained the profit in the Profit & Loss account of the Company.

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business of the Company. Due to CoVID-19 pandemic situation, the Office and Factory was shut down from March 22, 2020 to April 21, 2020. Otherwise the Company had been working efficiently during the year. In spite of this Global crisis, the Board of Directors are pleased to report a good performance of the Company in terms of both financial and operational performance.

The company has its existing business operations in the States viz. Maharashtra, Madhya Pradesh, Gujarat and Karnataka. In addition to that the Company has started business operations in the States viz. Uttar Pradesh, Bihar and Jharkhand in which Company is actively selling and marketing its products accordingly the scope of Company's functioning is widened at large during the year.

6. FINANCE:

The Company continued to focus on operational improvement also keeping continuing focus on operational levels of inventory, sound business performance, operating efficiencies in main segment of business and cost saving drive across the organization has helped it generating good cash flow from business operations.

Your company has utilized the financial resources for the purpose for which same were availed and there is no deviation in the same.

7. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

Your Company has not entered in to any transaction viz. loan, guarantees or investments to any other company or persona as specified under section 186 therefore other requirement under this section are Not Applicable to the company.

Particulars CIN of Company Name of Other Company Amount Involved in Rs.
Loan given N.A N.A N.A
Investment Made N.A N.A N.A
Guarantee Provided N.A N.A N.A

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 IN AOC- 2:

All contracts/arrangements/transactions that were entered by the Company during the financial year under review, are done on Arm's length basis and in the ordinary course of business.

Disclosure of particulars of contracts/arrangements entered into by the Company with the Related Parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are attached herewith as ANNEXURE V which forms part of this Report.

10. COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT:

The Auditors have not given any Qualification, Reservation, Adverse Remark or Disclaimer in their report for the Financial Year ended on 31st March, 2020. The Observations made by the Auditors are self-explanatory and have been dealt with an Independent Auditor's Report and its Annexure forming part of this Annual Report and hence do not require any further clarification.

There has been no instance of fraud reported by the statutory auditors under Section 143(12) of the Companies Act, 2013.

11. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED:

1) Conservation of energy:

Your company is using various low power devices, which help in conservation of energy.

2) Technology absorption:

The company is using latest technology and indigenization, which keeps on absorbing latest technology for the betterment of society at large.

3) Foreign exchange earnings and Outgo:

Foreign Exchange Outgo: Your Company has paid INR. 2,78,753/- (USD 3834.62)for import of machinery parts during the year 2019-2020.

Foreign Exchange Earnings: Nil.

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company comprises an optimum combination of executive, non-executive and independent directors.

A) Present composition of board of directors: As on the date of this report, Board of Directors of the Company comprises of total Seven directors. The Composition of the Board of Directors is as under:

Sr. No. Name of Directors DIN Designation
1 Mr. Shyam Sundar Dash 07502666 Managing Director
2 Mr. Vijaykumar Hanmant Kshirsagar 00816360 Executive Director (Whole Time Director till 25/06/2020)
3 Mr. Nivrutti Pandurang Kedar 06980548 Non-Executive Director
4 Mr. Arjun Ramji Makani 00385450 Non-Executive Director
5 Mr. Kewal Kundanlal Handa 00056826 Independent Director
6 Mr. Madhav Govind Ganpule 03265224 Independent Director
7 Ms. Ulka Krishna Kulkarni 07085469 Independent Director

B) Appointment / Cessation / Change in designation of Director during year under review:-

i) Appointment of Directors:-

There is no appointment of director during the year under review.

ii) Appointment of Directors Retirement by Rotation:-

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013,2/3rd of the directors are liable to retire by rotation, and if eligible offer themselves for reappointment. Accordingly: -

In the ensuing Annual General Meeting Mr. Vijaykumar Hanmant Kshirsagar (DIN: 00816360), director of the Company liable to retire by rotation and being eligible offers himself for reappointment.

iii) Resignation / Cessation/ Change in Designation of Director:-

There was no resignation / cessation / change in designation during the year 2019-2020.

The Company has received a consent letter from Mr. Vijaykumar Hanmant Kshirsagar for Change in Designation from "Whole Time Director" to "Executive Director". In the Board Meeting scheduled on 25th June, 2020, the Board has approved the Change in Designation of Mr. Vijaykumar Hanmant Kshirsagar from "Whole Time Director" to "Executive Director".

C) Appointment, Resignation of Key Managerial Personnel:-

Pursuant to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the designated Key Managerial Personnel (KMP) of the Company as on 31st March, 2020 are as follows:

Name of KMP Category and Designation
Ms. Anita Vasant Pagare Company Secretary and Compliance Officer
Mrs. Vijayeta Ravichandran Mudliar Chief Financial Officer

There is no appointment or resignation of Key Managerial Personnel during the year under review.

13. MEETING OF THE BOARD OF DIRECTOR'S:

During the year under review there were 4 (Four) Board Meetings held. The Board of director meets at regular intervals to discuss and decide on company/business policy and strategy. The details of Board meeting held during the year are as under:-

Sr. No. Date of meeting Total number of directors on the date of meeting No. of Directors attended % of Attendance
1 28/05/2019 7 7 100%
2 22/08/2019 7 6 86%
3 14/11/2019 7 5 71%
4 17/01/2020 7 7 100%

During the year under review, Independent Directors Meeting was held on 17thJanuary, 2020 to review the performance of Non-Independent Directors and the overall performance of the Board of the Company. All the Independent Directors were present at the Independent Directors meeting.

14. COMMITTEES OF THE BOARD:

The Company being listed entity has formed Committees as required under the Companies Act, 2013. Accordingly, as on 31st March, 2020 and presently the board has Three (3) committees

i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee, constitution of which are given below:

A. Audit Committee:-

Name Designation

Attendance at the Committee Meetings held on

28th May, 2020 22nd August, 2020 14th November, 2020 17th January, 2020
Ms. Ulka Independent Yes Yes Yes Yes
Krishna Kulkarni Director Member &Chairperson Member & Chairperson Member Member &Chairperson
Mr. Independent Yes Yes No Yes
Madhav Govind Ganpule Director Member Member Member Member
Mr. Shyam Managing Yes Yes Yes Yes
Sundar Dash Director Member Member Member & Chairman Member

The term of reference of Audit Committee is as below:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditor's independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors;

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

B. Nomination and Remuneration Committees:-

Name Designation Position

Attendance at the Committee Meetings held on

28thMay, 2020 17th January, 2020
Mr. Madhav Govind Ganpule Independent Director Member &Chairman Yes Yes
Ms. Ulka Krishna Kulkarni Independent Director Member Yes Yes
Mr. Kewal Kundanlal Handa Independent Director Member Yes Yes

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of independent directors and the Board;

3. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

4. Devising a policy on Board diversity; and

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The Remuneration Policy of the Company is available on the website of the Company at the link https://www.rmdrip.com/investors.html.

C. Stakeholders Relationship Committee:-

Name Designation Position

Attendance at the Committee Meetings held on

28thMay, 2020 17th January, 2020
Mr. Kewal Kundanlal Handa Independent Director Member & Chairman Yes Yes
Mr. Madhav Govind Ganpule Independent Director Member Yes Yes
Ms. Ulka Krishna Kulkarni Independent Director Member Yes Yes

The term of reference of Stakeholders Relationship Committee is as below:

1. Efficient transfer of shares; including review of cases for refusal of transfer/ transmission of shares and debentures;

2. Redressal of security holder's / investor's complaints Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

3. Reviewing on a periodic basis the approval / refusal of transfer or transmission of shares, debentures or any other securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

5. Allotment and listing of shares;

6. Reference to statutory and regulatory authorities regarding investor grievances; and

7. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

8. Any other power specifically assigned by the Board of Directors of the Company.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors confirms that:

a. In the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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, 2020;

c. 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. The Directors have 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.

16. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

17. DECLARATIONS BY THE INDEPENDENT DIRECTORS:

The Independent Directors have given their declarations under Section 149(6) and Section 149(7) of the Companies Act, 2013 and the Rules made there under. The Independent Directors meet the criteria of the independence as specified in Section 149 of the Act and Regulation 16(b) of the SEBI (Listing obligations and Disclosures Requirements) Regulations, 2015.

18. STATUTORY AUDITORS:

The company's auditors M/s. Milind M. Kulkarni & Associates, Chartered Accountants, Nashik were appointed in the Annual General Meeting (AGM) in year pertaining to 2016 - 17 as auditors to hold the office till the conclusion of Annual General Meeting (AGM) of the Company pertaining to the financial year 31st March, 2021.

19. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Mrs. Sujata R. Rajebahadur, Company Secretary in Practice, Nashik, was appointed to conduct the secretarial audit of the company for the financial year 2019 - 2020, pursuant to provisions of Section 204 of the Companies Act, 2013 along with Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and other applicable provisions of the Act.

In board meeting held on 17th January, 2020, Mrs. Sujata R. Rajebahadur, Company Secretary in Practice, Nashik was appointed as secretarial auditor of the company to conduct the secretarial audit of the company for the financial year 2019- 2020.

The Secretarial Audit Report for the Financial Year ended 31st March 2020, is annexed herewith marked as ANNEXURE II to this Report.

The Secretarial Auditor has given the following observation in the Secretarial Audit Report: Observation:

Form MGT-14 for Board Resolution passed on 22 August, 2019, for obtaining financial assistance in the form of unsecured loans from Promoters was filed on 16 June 2020, which is after the close of the financial year ending on 31 March, 2020.

The following comments given by the Board of Directors:

Comments:

The amount was brought in by the Promoters of the Company pursuant to the provisions of Rule 2(1)(c)(xiii) of Companies (Acceptance of Deposits) Rules, 2014 for the purpose of repayment of Bank Loan of the Company for temporary purpose. It was the temporary arrangement for meeting the funds required for working capital and there was no outstanding amount as on 31st March, 2020. The delay in submission of Form MGT 14 was done inadvertently missed due to oversight and not intentional in nature. The Compliance pertaining to this was made by the Company by filing Form MGT-14 on 16th June, 2020."

20. INTERNAL AUDITOR:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board of Directors in its meeting held on 6th February, 2019 had appointed M/s. Amit R. Sarda & Associates, Nashik as Internal Auditor of the Company to conduct Internal Audit of the Company for F.Y. 2019- 2020.Accordingly the internal audit was conducted by the internal auditor for the year 20192020.

21. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual return in form MGT-9 is annexed herewith as ANNEXUREI to this report.

22. CORPORATE GOVERNANCE:

The Equity Shares of the Company got listed on the SME platform (NSE-emerge) of NSE. Further, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company as the Company is listed on the SME platform (NSE-emerge) of NSE. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as ANNEXURE III hereto and forms part of this Report.

24. CERTIFICATION FROM CHIEF FINANCIAL OFFICER/CHIEF EXECUTIVE OFFICER OF THE COMPANY:

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of SEBI (Listing obligations and disclosures Requirements) Regulations, 2015 from Mr. Shyam Sundar Dash, Managing Director and Mrs. Vijayeta Ravichandran Mudliar, Chief Financial Officer (CFO) of the Company. The same is enclosed as ANNEXURE VI of the Board's Report.

25. PARTICULARS OF EMPLOYEES:

Pursuant to Section 197(12) of the companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement containing such details enclosed as per ANNEXURE IV of the Board's Report.

26. DETAILS OF SUBSIDIARY/ JOINT VENTURE:

Company do not have any wholly owned subsidiary or subsidiary company and Joint venture hence declaration regarding the same is not required.

27. FORMAL ANNUAL EVALUATION:

The evaluation/assessment of the Directors/KMPs and the senior officials of the Company is to be conducted on an Annual basis to satisfy the requirements of the Companies Act, 2013. The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Board as a whole.

The Company's Nomination and Remuneration committee has set up formal mechanism to evaluate the performance of board of directors as well as that of its committees and individual directors, including chairman of the board, key managerial personnel / senior management etc.

Remuneration Policy which includes the Director's Appointment and Remuneration and criteria for determining qualifications, positive attributes, independence of the Directors and other matters are made available on the website of the Company at the Link https://www.rmdrip.com/investors.html

The evaluation exercise is being carried out through an evaluation process covering aspects such as composition of the board, experience, competencies and governing issues etc.

28. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms and review process of the management and independently by the Internal Auditors. In our view, the Internal Financial Controls, affecting the Financial Statements are adequate and are operating effectively.

29. INSURANCE:

All the properties and insurable interest of the company to the extant required adequately insured.

30. CORPORATE SOCIAL RESPONSIBILITY:

Your company does not fulfil criteria for class or classes of companies, as prescribed under Section 135 (1) of Companies Act, 2013; hence no CSR policy was designed and implemented by the company during the year ended on 31st March, 2020.

31. RISKS MANAGEMENT POLICY:

The Company has well laid out risk management policy, which periodically assess the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly. The Risk Management Policy of the Company is available on the website of the Company at the link https://www.rmdrip.com/investors.html.

32. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

33. VIGIL MACHANISM/ WHISTLE BLOWER:

The Company promotes ethical behaviours in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a vigil mechanism policy wherein the Directors and employees are free to report violations of law, rules and regulations or unethical conduct, actual or suspected fraud to their immediate supervisor or provide direct access to the Chairman of the Audit Committee in exceptional cases or such other persons as may be notified by the Board. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

The Vigil Mechanism Policy of the Company is available on the website of the Company at the Link https://www.rmdrip.com/investors.html

34. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the

company as well as 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's Shares.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

36. HUMAN RESOURCES DEVELOPMENT:

Your Company recognizes it's Human Resources as the most valuable and critical assets. This attitude is reflected in the work environment and the culture promoted by your Company. Your Company believes in recruiting only highly competent, enterprising employees and providing them the liberty to pursue newer avenues that advance their professional growth in line with the advancement of your Company.

The team comprises of collectively exhaustive yet mutually exclusive, highly motivated individuals. Your Company, in addition to milestone-based appraisals, regularly hosts off-site outings and pushes various team members to attend training workshops and seminars for professional development. Owing to some focused and well executed HR management, your company has been able to achieve some of the lowest churn levels in the industry and has also successfully streamlined internal HR policies and processes.

37. LISTING:

Equity shares of your Company is listed at National Stock Exchange of India on NSE SME Emerge platform w.e.f. 04/10/2017. The Annual Listing fees for F.Y. 2020-2021 have been paid to the concerned Stock Exchange.

38. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by Institute of Company Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

39. DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESAL) ACT, 2013:

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition &Redresser) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

The company policy against Sexual Harassment of woman at workplace is available on the website of the Company at the Link https://www.rmdrip.com/investors.html.

The Annual Report on Sexual Harassment Policy for the period 1st April, 2019 to 31st March, 2020 is annexed to the Board's Report as Annexure VII.

40. MATERIAL CHANGES AND COMMITMENTS:

While the past performance and current impacts of CoVID-19 are material elements to be shared with investors, it is Company's business prospects as seen by the management that matters the most. Following are the changes undergone by the Company during the year till date due to this pandemic situation:

a. Impact of CoVID-19 on Business Operations:

The lockdown announced by the Central Government due to CoVID-19 pandemic have affected the business of the Company. Company's manufacturing operations were hit substantially from 22nd March, 2020 to 20th April, 2020. Being an allied Agricultural Industry, our Company had taken the permission to carry on the business of the Company with 33% manpower utilization. The Company has resumed its work from 21st April, 2020 by adhering to all mandated safety norms and guidelines.

b. Material impact of CoVID-19 on Financial Position:

This pandemic situation will affect the profitability for the year 2020-21 because of reduction in sales due to lockdown and mobility restrictions. The Company has a sound internal financial reporting and control mechanism and wherever applicable additional controls are being added to address the current situation.

41. ACKNOLEDGEMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company's affairs. The Directors also take this opportunity to thank all the stakeholders,

Investors, Clients, Banks, Central & State Governments, Customers, Suppliers, Advisors, Consultants, Regulatory Authorities and Stock Exchange for their continued support.

GENERAL SHAREHOLDER'S INFORMATION

Annual General Meeting:

Date & Time: 24th September, 2020 at 12:00 Noon Venue: At registered office

Book Closure: 18thday of September, 2020 to 24th day of September, 2020 Listing on Stock Exchange:

The Company's shares are listed on National Stock Exchange of India on NSE Emerge platform w.e.f. 04/10/2017 at NSE, Exchange Plaza, Bandra Kurla complex, (E), Mumbai- 400 051. The company has paid annual listing fees.

NSE Symbol: RMDRIP

Registrar and Transfer Agent (RTA)

Share Transfer and all other Investor's / Shareholder's related activities are attended and processed by our Registrar and Transfer Agent. For lodgment of transfer deeds and any other documents, investors may contact Big Share Services Private Limited 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai, Maharashtra 400059 (Ph. 022 6263 8200).However, shareholders holding shares in the electronic mode should address all correspondence to their respective Depository Participants.

By Order of Board,

For R M DRIP AND SPRINKLERS SYSTEMS LIMITED

Shyam Sundar Dash Arjun Ramji Makani
Managing Director Director
(DIN: 07502666) (DIN:00385450)
Date: 25/08/2020
Place: Nashik

   

R M Drip & Sprinklers Systems Ltd Company Background

Vijaykumar KshirsagarShyam Sundar Dash
Incorporation Year2004
Registered OfficeGat No.475 Village Gonde,Taluka Sinnar
Nashik,Maharashtra-422113
Telephone91-2551-218919,Managing Director
Fax
Company SecretaryAkshada Bhase
AuditorMilind M Kulkarni & Associates
Face Value10
Market Lot2000
ListingNSE - SME,
RegistrarBigshare Services Pvt Ltd
1st Flr Bharat Tin W,Makwana Road Marol ,Andheri (East) ,Mumbai - 400059

R M Drip & Sprinklers Systems Ltd Company Management

Director NameDirector DesignationYear
Vijaykumar KshirsagarChairman & Wholetime Director2020
Nivrutti KedarVice Chairman & Executive Dire2020
Shyam Sundar DashManaging Director2020
Arjun MakaniExecutive Director2020
Kewal HandaIndependent Director2020
Madhav GanpuleIndependent Director2020
Ulka KulkarniIndependent Director2020
Anita PagareCompany Secretary2020

R M Drip & Sprinklers Systems Ltd Listing Information

R M Drip & Sprinklers Systems Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sale of Products NA 00023.23636

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