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To, The Members of,
R M Drip and Sprinklers Systems Limited
Your directors have pleasure in presenting 21st (Twenty-First) Annual Report
together with Audited Financial Statements and the Auditor's Report on inancial st
atements of the Company for the inancial year ende d 31st March, 2025.
1. FINANCIAL HIGHLIGHTS:
The following are the inancial results of the Comp any for the year ended 31st
March, 2025.
| Particulars |
Year Ended on 31st March, 2025 |
Year Ended on 31st March, 2024 |
|
(Rs. In Lakhs) |
(Rs. in Lakhs) |
| Revenue from Operations |
13034.21 |
5026.92 |
| Other Income |
66.15 |
314.69 |
| Total Revenue |
13100.36 |
5341.61 |
| Less: Expenses |
9886.72 |
4628.08 |
| Proit Before Tax |
3213.64 |
713.54 |
| Less: Current Tax |
(810) |
(175.49) |
| Less: Deferred Tax Expenses/(Surplus) |
0.43 |
2.99 |
| Proit for the year |
2392.63 |
541.03 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:
The Key highlights pertaining to the business of the Company for the year 2024-2025 and
period subsequent there to have been given hereunder:
The total revenue of the Company during the inanci al year 2024-2025 was Rs. 13034.21
Lakhs against the total revenue of Rs. 5026.92 Lakhs of previous inancial year 2023-2024.
The total expenses of the Company during the inanc ial year 2024-2025 was Rs. 9886.72
Lakhs against the expenses of Rs. 4628.08 Lakhs of the previous inancial year 2023-2024.
During the F.Y. 2024-2025, your Company has incurred a proit of Rs. 2392.63 Lakhs as
compared to the proit of Rs. 541.03 Lakhs of the previous inancial year 2023-20 24.
3. DIVIDEND:
Your directors recommend dividend of Rs. 0.50/- per fully paid-up equity share of Rs.
10/- each per fully paid-up equity share aggregating to Rs. 1,24,90,000/-.
4. TRANSFER TO RESERVES:
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.
5. CHANGE IN NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business of the Company. The Company had been
working eficiently during the year. The Board of Directors report a satisfactory
performance of the Company in terms of both inanci al and operational performance.
6. FINANCE:
The Company continued to focus on operational improvement also keeping continuing focus
on operational levels of inventory, sound business performance, operating eficiencies in
main segment of business and cost sav ing drive across the organization, which has helped
it to manage the cash low from business operations.
Your Company has utilized the inancial resources f or 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:
The particulars of investments made and loans given to subsidiaries has been disclosed
in the inancia l statements in notes of the standalone inancial statements.
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 inancial year und er review, are done on Arm's
length basis and in the ordinary course of business. The 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 is not applicable to the
Company.
10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
The provisions of section 125(2) of the companies act, 2013 are not applicable to the
Company as the Company has not declared any dividend and paid the same last year. The
Company does not have any dividend unpaid or unclaimed for the period of seven years, thus
there are no funds which are needed to be transferred to IEPF during the year under
review.
11. COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER
MADE
BY THE AUDITORS IN THEIR REPORT:
| Title |
Statutory Auditor remarks in the Standalone audit report |
Directors' comment on company secretary qualification or observation or
other remarks in secretarial audit report |
| 1 |
Point (ii) of Annexure A of Standalone audit report |
The Board has noted the observation of the Secretarial Auditor regarding submission of
provisional data to the bank, except for the month of March where unbilled revenue was
reported. |
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The Company clarifies that such provisional reporting was necessitated due to timing
differences in receipt and compilation of final financial information. The same has no
material impact on the accuracy of financial statements of the Company. The management has
already initiated steps to ensure timely availability of finalised data for bank reporting
in future. |
| 2 |
Point (vii) (a) & (b) of Annexure A of Standalone audit report |
The Board has noted the Auditor's remarks regarding certain arrears relating to short
deduction and payment of Income Tax along with applicable interest/late fee for prior
years and specific financial years, as well as interest pertaining to the Employee State
Insurance Corporation. The management is in the process of reconciling these amounts. In
case of any confirmed liability, the Company will duly discharge the same, and where
discrepancies are identified, necessary corrected statements/returns will be filed with
the authorities. The Board assures that timely compliance measures are being strengthened
to prevent recurrence in future. |
| 3 |
Point (vii) (a) & (b) of Annexure A of Standalone audit report |
The Board has taken note of the Auditor's observation regarding disputed statutory
dues under the Central Goods and Services Tax Act, 2017 amounting to 15.33 Lakhs for FY
2023-24, which is currently pending before the Commissioner of Central (Appeals). The
Company has filed an appeal against the said demand, as it believes the levy is not
tenable. The managemen will take necessary steps in accordance with the final decision of
the appellate authority |
| Title |
Company secretary remarks in secretarial audit report |
Directors' comment on company secretary qualification or observation or other remarks
in secretarial audit report |
| 1 |
Regulation 34(1)(a) - The listed entity shall submit to the stock exchange and publish
on its website- a copy of the annual report sent to the shareholders along with the notice
of the annual general meeting on or before the commencement of dispatch to its
shareholders; |
The notice along with annual report for the financial year was approved by the Board
on 06th September 2024 and the same was dispatched to the shareholders on 07th
September 2024. |
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The notice along with annual report for the financial year was approved by the Board
on 06th September 2024 and the same was dispatched to the shareholders on 07th
September 2024. The copy of the same was also intimated to the stock exchange under
the head "Notice Of Shareholders Meetings" on 07th September
2024.Whereas the copy of the annual report was submitted on the neaps.nseindia.com portal
under the head Periodic Compliance >Annual Report on 01-OCT- 2024.' |
The copy of the same was also intimated to the stock exchange under the head
"Notice Of Shareholders Meetings" on 07th September 2024.Whereas the
copy of the annual report was submitted on the neaps.nseindia.com portal under the head
Periodic Compliance >Annual Report on 01- OCT-2024.' |
| 2 |
Pursuant to Regulation 30 read with Para A of Part A (19) of Schedule III of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Action(s) initiated or orders passed by any regulatory, statutory,
enforcement authority or judicial body against the listed entity or its directors, key
managerial personnel, senior management, promoter or subsidiary, in relation to the listed
entity, in respect of the following: (a) search or seizure; or |
SEBI had passed Settlement Order dated 05th November 2024 under Section 15JB read with
Section 19 of the SEBI Act, 1992 and in terms of Regulation 23 of the Settlement
Regulations to Nivrutti Pandurang Kedar (Promoter and Managing Director). |
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(b) re-opening of accounts under section 130 of the Companies Act, 2013; or |
The above intimation under Regulation 30 read with Para A of Part A of Schedule III of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 could not be filed inadvertently and it was unintentional oversight.
Further the same was filed on exchange on 24th March 2025. |
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(c) investigation under the provisions of Chapter XIV of the Companies Act, 2013; |
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SEBI had passed Settlement Order dated 05th November 2024 under Section 15JB read with
Section 19 of the SEBI Act, 1992 and in terms of Regulation 23 of the Settlement
Regulations to Nivrutti Pandurang Kedar (Promoter and Managing Director). |
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The above intimation under Regulation 30 read with Para A of Part A of Schedule III of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 could not be filed inadvertently and it was unintentional oversight.
Further the same was filed on exchange on 24th March 2025. |
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Apart from the above there are no qualiication, re servation or adverse remark of the
Statutory Auditors, Internal Auditor & Secretarial Auditor, in their report for the
Financial Year ended on 31st March, 2025.
The Observations made by the Statutory Auditors & Internal Auditor 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 clariication.
There has been no instance of fraud reported by the statutory auditors under Section
143(12) of the Companies Act, 2013.
12. REPORTING OF FRAUDS BY AUDITORS:
There has been no instance of fraud reported by the statutory auditors under Section
143(12) of the Companies Act, 2013.
13. MAINTENANCE OF COST RECORDS AS PER SUB SECTION (1) OF SECTION 148 OF THE ACT:
The provisions of section 148(1) of the Companies Act, 2013, for the maintenance of the
cost records are not applicable to the Company.
14. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO,
IN SUCH MANNER AS MAY BE PRESCRIBED: i) Conservation of energy:
Your Company is using various low power devices, which help in conservation of energy.
ii) Technology absorption:
The Company is using latest technology and indigenization, which keeps on absorbing
latest technology for the betterment of society at large.
iii) Foreign exchange earnings and Outgo: Foreign Exchange Outgo: Nil Foreign Exchange
Earnings: Nil.
15. 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 ive directors. The Composition of the Board of
Directors as on date of this report is as under:
| Name of Directors |
DIN |
Designation |
| 1 Mr. Nivrutti Pandurang Kedar |
06980548 |
Managing Director & Chairman |
| 2 Mr. Somnath Khanderao Date |
09843323 |
Non-Executive Director |
| 3 Mr. Hiren Makwana |
10048026 |
Independent Director |
| 4 Mrs. Kavita Pandare |
09109027 |
Independent Director |
| 5 Mr. Mayur Bhatt |
08715614 |
Independent Director |
| 6 Mr. Atharva Nivrutti Kedar |
09713023 |
Non-Executive Non-Independent Director |
B. Changes in Board of Directors & Key Managerial Personnel during the year under
review:
During the year under review, there was a change in the Key Managerial Personnel of the
Company. Mrs. Anita Vasant Pagare, who served as the Company Secretary and Compliance
Oficer, resigned with effect from 20 th September, 2024. The Board placed on
record its appreciation for their valuable contribution during their tenure. Subsequently,
Ms. Gracy Vijay Kale was appointed as the Company Secretary and Compliance Oficer with
effect from 21 st September, 2024. Further, during the year, the Board
appointed Mr. Atharva Nivrutti Kedar as a Non-Executive Non-Independent Director of the
Company with effect from 12th April, 2024.
C. Appointment of Directors retiring 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.
Nivrutti Pandurang Kedar (DIN: 06980548), director of the Company liable to retire by
rotation and being eligible offers himself for reappointment.
D. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE
OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:
Considering the requirement of skill sets on the Board, eminent people having an
independent standing in their respective ield / profession and who can effective ly
contribute to the Company's business and policy decisions are considered by the Board of
Directors, for appointment, as an Independent Director on the Board. The Board of
Directors inter alia considers qualiication, posit ive attributes, area of expertise and
number of Directorship(s) and Membership(s) held in various committees of other companies
by such persons in accordance with the Company's Policy for Selection of Directors and
determining Directors' independence.
E. NUMBER OF BOARD MEETINGS:
During the year under review there were 13 (Thirteen) 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 |
| 01 |
12/04/2024 |
5 |
5 |
100% |
| 02 |
30/05/2024 |
6 |
6 |
100% |
| 03 |
29/06/2024 |
6 |
6 |
100% |
| 04 |
27/07/2024 |
6 |
6 |
100% |
| 05 |
11/08/2024 |
6 |
6 |
100% |
| 06 |
06/09/2024 |
6 |
6 |
100% |
| 07 |
21/09/2024 |
6 |
6 |
100% |
| 08 |
14/11/2024 |
6 |
6 |
100% |
| 09 |
14/12/2024 |
6 |
6 |
100% |
| 10 |
10/02/2025 |
6 |
6 |
100% |
| 12 |
06/03/2025 |
6 |
6 |
100% |
| 13 |
18/03/2025 |
6 |
6 |
100% |
During the year under review, Independent Directors Meeting was held on 19th
February, 2025 to review the performance of Non-Independent Directors and the overall
performance of the Board of the Company.
16. CHANGES IN THE SHARE CAPITAL:
During the year under review, there was no change in the Authorized Share Capital of
the Company. The Paid-up Share Capital of the Company was increased from Rs. 15.07 crore
to Rs. 24.98 crore.
17. SHARES: Rights Issue:
The Company has not proposed any fresh Right Issue during the year under review.
Buyback of Shares:
The Company has not bought back any of its securities during the year under review.
Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year under review.
Employee Stock Option Plan:
The Company has not provided any Stock Option Scheme to the employees.
Shares with Differential Rights:
The Company has not issued equity shares with differential voting rights during the
period under review.
Preferential Issue:
There were no Preferential issues during the period under review.
18. COMMITTEES OF THE BOARD:
The Company being listed entity has formed Committees as required under the Companies
Act, 2013. Accordingly, as on 31st March, 2025 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 and position held at the Committee Meetings held
on |
|
|
25/05/2024 |
21/08/2024 |
07/10/2024 |
10/01/2025 |
| Mr. Mayur Bhatt |
Independent Director |
Yes |
Yes |
Yes |
Yes |
|
|
Member & Chairman |
Member & Chairman |
Member & Chairman |
Member & Chairman |
| Mr. Hiren Makwana |
Independent Director |
Yes |
Yes |
Yes |
Yes |
|
|
Member |
Member |
Member |
Member |
| Mrs. Kavita Ashish Pandare |
Independent Director |
Yes |
Yes |
Yes |
Yes |
|
|
Member |
Member |
Member |
Member |
The term of reference of Audit Committee is as below:
1. Oversight of the Company's inancial reporting proc ess and the disclosure of its
inancial information to ensure that the inancial statement is correct, suf icient and
credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the ixation 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 inancia l 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. Signiicant adjustments made in the inancial state ments arising out of audit
indings;
v. Compliance with listing and other legal requirements relating to inancial
statements;
vi. Disclosure of any related party transactions;
vii. Qualiications in the draft audit report.
5. Reviewing, with the management, the half yearly in ancial 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 modiication of transact ions 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 inancial 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, stafing and seniority of the oficial heading the
department, reporting structure coverage and frequency of internal audit.
14. Discussion with internal auditors any signiicant indings and follow up there on.
15. Reviewing the indings of any internal investigatio ns 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 nonpayment 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 inancial statemen ts before
submission to the Board;
20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other
person heading the inance function or discharging that function) afte r assessing the
qualiications, experience & backgr ound, 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 |
04/04/2024 |
24/09/2024 |
| Mr. Mayur Bhatt |
Independent Director |
Yes |
Yes |
|
|
Member & Chairman |
Member & Chairman |
| Mr. Hiren Makwana |
Independent Director |
Yes |
Yes |
|
|
Member |
Member |
| Mrs. Kavita Ashish Pandare |
Independent Director |
Yes |
Yes |
|
|
Member |
Member |
The term of reference of Nomination & Remuneration Committee is as below:
1. Formulation of the criteria for determining qualii cations, 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 qualiied to become dir ectors 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: -
|
|
Attendance at the Committee Meetings held on |
| Name |
Designation |
27/05/2024 |
10/11/2024 |
| Mr. Mayur Bhatt |
Independent Director |
Yes |
Yes |
|
|
Chairman & Member |
Chairman & Member |
| Mr. Hiren Makwana |
Independent Director |
Yes |
Yes |
|
|
Member |
Member |
| Mrs. Kavita Ashish Pandare |
Independent Director |
Yes |
Yes |
|
|
Member |
Member |
| Mr. Somnath Khanderao Date |
Non-Executive Non- Independent Director |
Yes |
Yes |
|
|
Member |
Member |
| Mr. Nivrutti Pandurang Kedar |
Chairman and Managing Director |
Yes |
Yes |
|
|
Member |
Member |
The term of reference of Stakeholders Relationship Committee is as below:
1. Eficient transfer of shares; including review of c ases for refusal of transfer/
transmission of shares and debentures;
2. Redressal of security holder's / investor's complaints Eficient 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 certiicates and new certiicate s 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 speciically assigned by the Board of Directors of the Company.
19. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors conirms that:
a. In the preparation of the annual accounts for the year ended March 31, 2025, 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, 2025; c. The Directors
have taken proper and suficient c are 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 inancial c ontrols to be followed by the
Company and that such internal inancial 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.
20. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the inancial statements, the Company has followed the Accounting
Standards referred to in Section 133 of the Companies Act, 2013. The signii cant
accounting policies which are consistently applied are set out in the Notes to the
Financial Statements.
21. 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 speciied in Section 149 of the Act and
Regulation 16(b) of the SEBI (Listing obligations and Disclosures Requirements)
Regulations, 2015.
22. STATUTORY AUDITORS:
M/s Bilimoria Mehta & Co., Chartered Accountants (Firm Registration No. 101490W),
were appointed as the Statutory Auditors of the Company for a period of ive (5) co
nsecutive years at the Annual General Meeting held on 30th September, 2024.
Accordingly, they hold ofice unti l the conclusion of the Annual General Meeting to be
held in the year 2029, subject to the provisions of the Companies Act, 2013.
The Statutory Auditors have conirmed their eligibi lity and that they continue to meet
the criteria prescribed under the Companies Act, 2013 and the rules made thereunder.
The Auditors' Report on the inancial statements of the Company for the inancial year
ended 31st Marc h, 2025, does not contain any qualiication, reservation, adverse remark,
or disclaimer. The observations of the Auditors, read together with the Notes to Accounts,
are self-explanatory and, therefore, do not call for any further comments.
During the year under review, the Statutory Auditors have not reported any instance of
fraud to the Audit Committee of the Company in terms of Section 143(12) of the Companies
Act, 2013.
23. INTERNAL AUDITOR:
Pursuant to provisions of Section 138 of the Companies Act, 2013, M/s SHARPS & CO.
Chartered Accountants, Nashik, internal auditor has conducted the Internal Audit of the
Company for F.Y. 2024-2025.
24. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:
M/s. Nuren Lodaya & Associates, Company Secretary in Practice, Mumbai, was
appointed to conduct the secretarial audit of the Company for the inancial year 2024-20
25, 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.
The Secretarial Audit Report for the Financial Year ended 31st March 2025,
is annexed herewith marked as ANNEXURE II to this Report.
25. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92 (3) of the Companies Act 2013 the copy of annual return is
available on web link viz. https://www.rmdrip.com/investors.html on the website of the
Company.
26. CORPORATE GOVERNANCE:
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. The Company has migrated from
SME to Main board with effect from 30th July, 2025 on NSE and has listed its
shares on BSE Main board with effect from 30th
July, 2025 hence Regulation 27 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 relating to Corporate Governance) will be applicable to
the Company from the Current Financial year.
27. 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.
28. 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.
29. CERTIFICATION FROM CHIEF FINANCIAL OFFICER/CHIEF EXECUTIVE OFFICER OF THE COMPANY:
The Company has obtained a Compliance Certiicate i n accordance with Regulation 17(8)
of SEBI (Listing obligations and disclosures Requirements) Regulations, 2015 from Mr.
Nivrutti Pandurang Kedar, Managing Director of the Company. The same is enclosed as
ANNEXURE V of the Board's Report.
30. DETAILS OF SUBSIDIARY/ JOINT VENTURE:
The Company was having a Subsidiary Company named Tuljai Agro Chemicals Private Limited
as on 31st March. 2025. The Consolidated Financial Statements of your Company
form part of this Annual Report. Annual Report of your Company does not contain the
Financial Statements of its Subsidiary. The Audited Annual Accounts and related
information of the Company's Subsidiary will be made available upon request. As on the
date of the Report the Company does not have any subsidiary having sold its stake from its
subsidiary entity. The Company has attached AOC-1 as an ANNEXURE I to the Board Report.
31. FORMAL ANNUAL EVALUATION:
The evaluation/assessment of the Directors/KMPs and the senior oficials of the Company
is to be condu cted 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.
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.
32. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES:
Remuneration Policy which includes the Director's Appointment and Remuneration and
criteria for determining qualiications, positive attributes, independence o f the
Directors and other matters are made available on the website of the Company at the link
https://www.rmdrip.com/investors.html
33. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:
The Company is well equipped with adequate internal inancial controls. The Company has
a continuous m onitoring 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.
34. INSURANCE:
All the properties and insurable interest of the Company to the extant required are
adequately insured.
35. CORPORATE SOCIAL RESPONSIBILITY:
During the year under review, the provisions of Section 135 of the Companies Act, 2013
became applicable to your Company. Accordingly, the Company was required to spend an
amount of Rs. 4.45 lakhs towards Corporate Social Responsibility (CSR) activities for the
inancial y ear ended 31st March, 2025. The Company is yet to spend the amount in speciied
fund as per the Schedule VII of the Co mpanies Act.
The Company has framed a CSR Policy in compliance with the requirements of the
Companies Act, 2013, outlining the guiding principles for selection, implementation, and
monitoring of CSR activities as per ANNEXURE VI.
36. 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
37. 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.
38. VIGIL MACHANISM/ WHISTLE BLOWER:
The Company promotes ethical behaviour 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 notiied by the Board. The conidentiality of those
reporting violations is ma intained 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 www.rmdrip.com/investors.html
39. 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.
40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There has been no signiicant and material order pa ssed by any regulators or courts or
tribunals, impacting the going concern status of the Company and its future operations.
41. DETAILS OF PAYMENT OF COMMISSION FROM SUBSIDIARIES IN TERMS OF SECTION 197(14) OF
THE
COMPANIES ACT, 2013:
The Company has not paid any commission from its Subsidiary Company and hence this
point is not applicable.
42. DETAILED REASONS FOR REVISION OF FINANCIAL STATEMENTS AND REPORT OF THE BOARD IN
TERMS OF
SECTION 131(1) OF THE COMPANIES ACT, 2013:
The Company was not required to revise its inancia l statements or report of the Board
during the ina ncial year under review and hence this point is not applicable.
43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF: There was no instance of onetime settlement
with any Bank or Financial Institution.
44. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR: There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
45. HUMAN RESOURCES DEVELOPMENT:
Your Company recognizes it's Human Resources as the most valuable and critical assets.
This attitude is relected 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.
46. LISTING:
The Equity Shares of the Company were listed on the National Stock Exchange of India
under the NSE SME Emerge Platform with effect from October 4, 2017. The Company has
migrated from the NSE SME Emerge Platform to the Main Board of the National Stock Exchange
of India with effect from July 30, 2025, and the Equity Shares of the Company are also
listed on BSE with effect from July 30, 2025. The Annual Listing Fees for the Financial
Year 2024-2025 have been duly paid to the concerned Stock Exchanges.
47. 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.
48. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
&
REDRESAL) ACT, 2013:
There was no case illed 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, 2024
to 31st March, 2025 is as under:
|
Complaints Status for the period 01/04/2024 To 31/03/2025 |
| Total Complaints Received |
0 |
| Total Resolved Complaints |
0 |
| Total Pending Complaints |
0 |
| Total Complaints Withdrawn |
0 |
49. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
The Company has migrated from the NSE SME Emerge Platform to the Main Board of the
National Stock Exchange of India with effect from July 30, 2025, and the Equity Shares of
the Company are also listed on BSE with effect from July 30, 2025.
50. OTHER INFORMATION:
During the period under review, the Company has transitioned from Accounting Standards
(AS) to Indian Accounting Standards (IND-AS) in compliance with the applicable regulatory
framework.
51. ACKNOWLEDGEMENT:
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.
| For and behalf of R M Drip and Sprinklers Systems Limited |
|
| Sd/- |
Sd/- |
| Nivrutti Pandurang Kedar |
Somnath Khanderao Date |
| Chairman and Managing Director |
Director |
| DIN 06980548 |
DIN 09843323 |
| Place: Nashik |
|
| Date: 22nd August, 2025 |
|
|