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Narmada Macplast Drip Irrigation Systems Ltd.

BSE: 517431 Sector: Industrials
NSE: N.A. ISIN Code: INE060D01010
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Narmada Macplast Drip Irrigation Systems Ltd. (NARMADAMACPLAST) - Director Report

Company director report

To

The Members

Narmada Macplast Drip Irrigation Systems Limited

Ahmedabad

Your Directors have pleasure in presenting the 24th Annual Report of the Company withthe audited statements of accounts for the year ended 31st March 2016.

1. FINANCIAL RESULTS:

(Rs. In Lacs)
Particulars For the Year 2015-2016 For the Year 2014-2015
Turnover & Other Income 40.75 35.10
Net Profit before Depreciation & amortization 8.50 10.65
Less: Depreciation 2.53 2.81
Net Profit /Loss Before Extra Ordinary Item 5.97 7.84
Current Tax 1.37 Nil
Net Profit for the year 4.60 7.84

2. STATE THE COMPANY'S AFFAIRS AND OPERATIONS:

The Company is engaged in business of drip irrigation system. During the year yourCompany has achieved a turnover and earned other income in tune of Rs. 40.75 Lacs ascompare to the turnover of Rs. 35.10 Lacs recorded for the previous year and the netprofit for the current year was Rs. 4.60 Lacs compared to profit of Rs. 7.84 Lac asrecorded in the previous year.

3. CHANGE IN NATURE OF BUSINESS:

During the year under Report there was no change in the nature of business of theCompany.

4. TRANSFER TO RESERVES:

The Board of Directors do not propose to carry any amount to reserves.

5. DIVIDEND:

Your directors have not recommended any dividend.

6. FIXED DEPOSITS:

The Company neither has accepted nor invited any deposit from the public within themeaning of section 73 of the Companies Act 2013 and the Rules made thereunder.

7. Share Capital

The Authorize Share Capital of the Company is Rs. 50000000/- and Paid up ShareCapital of the Company is Rs. 36230000/-.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANICAL POSITION AFTER THEEND OF FINANCIAL YEAR:

There are no any material changes and commitments occurred after the end of thefinancial year which is affecting the financial position of the Company.

9. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIESJOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There are no holding subsidiaries joint ventures or associate company of the Company.During the financial year ended on 31st March 2016 none of the companies have become orceased to be the subsidiaries joint ventures or associate companies of the Company. Theperformance and financial position of subsidiaries associates and joint ventures as perrule 8(1) of the Companies (Accounts) Rules 2014 is not applicable.

10. DIRECTORS:

In accordance with the provisions of the Companies Act 2013 and the Articles of theAssociation of the Company Mr. Vrajlal Vaghasia Director of the Company of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offer himselffor reappointment Further Mr. Vrajlal Vaghasia was appointed as Managing Director of theCompany on 05th April 2011 for the period of five years therefore his tenure beinggetting over the Board of Directors in their meeting held on 5th March 2016 proposed toreappoint him for the further period of five years subject to approval of shareholders inthe ensuing Annual General Meeting Moreover Mr. Jiten Vaghasiya was appointed as WholeTime Director of the Company on 05th April 2011 for the period of five years thereforehis tenure being getting over the Board of Directors in their meeting held on 5th March2016 proposed to reappoint him for the further period of five years subject to approval ofshareholders in the ensuing Annual General Meeting.

The brief resume/details relating to Director who is to be re-appointed is furnished inthe notes of the 24th AGM Notice.

11. ANNUAL RETURN:

The extract of Annual Return as prescribed under Section 92(3) of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isset out in an annexure as ‘Annexure I' to this report.

12. ANNUAL PERFORMANCE EVALUATION:

In compliance with the provision of the Companies Act 2013 and the Listing Regulationthe Board has carried out the annual performance evaluation of its own and the Directorsindividually and reported under the Corporate Governance Report as annexed hereto.

13. MEETINGS OF BOARD:

During the financial year 2015-2016 6 (Six) Board Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

14. DECLARATION BY INDEPENDENT DIRECTORS:

(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director nor aWhole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrityand possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary orassociate company.

(4) Who are or were not related to promoters or directors in the company its holdingsubsidiary or associate company.

(5) Who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lacsrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year

(7) Who neither himself nor any of his relatives

(a) Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of threefinancial years immediately preceding the financial year in which I\he is proposed to beappointed.

(b) Is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial years in which he is proposed to beappointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;

(iii) Holds together with his relatives two per cent or more of the total voting powerof the company; OR

(iv) Is a Chief Executive or director by whatever name called or any non-profitorganization that receives twenty five per cent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

15. DIRECTORSf RESPONSIBILITY STATEMENT

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act 2013 inrelation to financial statements for the year 2015-16 the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31st March2016 as far as possible and to the extent if any accounting standards mentioned by theauditors in their report as not complied with all other applicable accounting standardshave been followed along with proper explanation relating to material departure;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year andprofit and loss account of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

16. DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1)

In compliance with Section 178 (1) of the Companies Act 2013 the Board of Directors dohereby declare that:

a. The Company has proper constitution of the Board of Directors including IndependentDirectors.

b. The Company has constituted Nomination and Remuneration Committee StakeholdersRelationship Committee Audit Committee as per requirements of provisions of the CompaniesAct 2013.

c. The Company has the policy for selection and appointment of independent directorswho are persons of reputation in the society have adequate educational qualificationsufficient business experience and have integrity & loyalty towards their duties.

d. Company pays managerial remuneration to its Managing/Whole Time Director.

e. The Independent Directors are not paid sitting fee for attending Board and othercommittee meetings held by the Board from time to time.

f. The Company is not paying any commission on net profits to any directors.

17. AUDITORS AND AUDIT:

STATUTORY AUDITORS:

M/s. S. D. Mehta & Co Chartered Accountants have been appointed as StatutoryAuditors of the Company for period of three years from the conclusion of the 22nd AnnualGeneral Meeting till the conclusion of the 25th Annual general Meeting of the Companysubject to ratification of their appointment at every AGM held after the 22nd AGM. Themembers of the Audit Committee and Board of Directors of the Company recommended ratifyingtheir appointment as Statutory Auditors of the Company for the financial year 2016-17.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/explanation. The Notes on financial statements are self explanatory ifany and needs no further explanation.

SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration personnel) Rules 2014 the Board ofDirectors appointed M/s. Thakrar & Associates Company Secretaries in Practiceto conduct Secretarial Audit of the Company for Financial Year 2015-16. The Report of theSecretarial

Audit Report is set out in an annexure as ‘Annexure ‘II' to this report.

In connection with the auditors' observation in the Secretarial Audit Report theexplanation/clarifications of the Board of Directors are as under:

With regard to observations of the Secretarial Auditor for non compliances of variousprovisions of the Companies Act 2013 and Listing Regulation it is stated that theCompany is not having major operations and the management of the Company is striving hardto operative effectively and taking steps to make necessary compliances under theCompanies Act 2013 and Listing Regulation.

EXPLAINATION TO THE SECRETARIAL AUDITORS' REMARKS

The Directors submit their explanations to then various observations made by theSecretarial Auditors in their report for the year 2015-16. Para nos. of Auditors' Reportand reply are us under:

Basis for Qualified Opinion

1. Non Appointment of Company Secretary/CFO/Internal Auditor As Company have not major operation and doesn't have sufficient funds to pay salary therefore the Company has not appointed Company Secretary/CFO/Internal Auditor though the Company is trying to follow best Goverance Standard as per listing regulations.
2. Non appointed Woman Director As company not find any Suitable person to act as a Woman Director of the Company Company is in process to find and appoint Woman Director in company.
3. Not provided e-voting facilities and not published advertisement in news paper Company was unaware regarding evoting requirements therefore Company failed to comply with e - voting requirements. Company shall take necessary steps to complete pending ROC compliance.
4. Not filed necessary e-forms as prescribed under the Companies Act 2013

18. PARTICULARS OF EMPLOYEES:

The particulars of employees in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is set out in an Annexure ‘IV' to this report.

The particulars of employees falling under the purview of Section 197 read with Rule5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are NIL.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loan Guarantee and Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to the Financial Statements.

20. RELATED PARTY TRANSACTIONS:

All the transactions entered into with related parties as defined under the CompaniesAct 2013 and the Listing Regulation if any during the year were on an arm's lengthprice basis and in the ordinary course of business. Such transactions have been approvedby the Audit Committee. The Board of Directors of the Company has formulated the Policy onRelated Party Transactions.

During the Financial Year 2015-16 the Company did not have any material pecuniaryrelationship or transactions with Non-Executive Directors. In the preparation of financialstatements the Company has followed the Accounting Standards. The significant accountingpolicies which are applied have been set out in the Notes to Financial Statements. TheBoard has received disclosures from Key Managerial Personnel relating to materialfinancial and commercial transactions where they and/or their relatives have personalinterest. There are no materially significant related party transactions which havepotential conflict with the interest of the Company at large.

21. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

1. Conservation of Energy : NA
2. Technology Absorption : NIL
3. Foreign Exchange Earning and Outgo : NIL

22. CORPORATE GOVERNANCE:

The Board of Directors of the Company have evolved and adopted a Code of Conduct basedon the principles of Corporate Governance and best management practices being followedglobally.

Compliance Report in accordance with the Regulation 27 of the Listing Regulation withStock

Exchanges on Corporate Governance forms part of the Annual Report. The Auditors'Certificate on the compliance of Corporate Governance Code embodied in Clause 49 of theListing Agreement and Listing Regulation attached hereto and forms part of this Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges ManagementDiscussion and Analysis Report are annexed herewith and form part of this Report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The provisions for Corporate Social Responsibility Committee and Corporate SocialResponsibility activities are not applicable to the Company.

25. ESTABLISHMENT OF VIGIL MECHANISM:

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has adopted aWhistle-Blower Policy/ Vigil mechanism which provides a formal mechanism for allemployees of the Company to make protected disclosures to the Management about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct.Disclosures reported are addressed in the manner and within the time frames prescribed inthe Policy. During the year under review no employee of the Company has been deniedaccess to the Audit Committee.

26. BOARD COMMITTEE:

The Board of Directors of your Company had already constituted various Committees incompliance with the provisions of the Companies Act 2013 and/or Listing Regulation viz.Audit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee. During the year under review in compliance with the Listing Regulations.

All decisions pertaining to the constitution of Committees appointment of members andfixing of terms of reference/role of the Committee are taken by the Board of Directors.

Details of the role and composition of these Committees including the number ofmeetings held during the financial year and attendance at meetings are provided in theCorporate Governance Section of the Annual Report.

27. INDEPENDENT DIRECTORS MEETING:

During the year under review the Independent Directors of the Company met on 23rdMarch 2016 inter alia to discuss:

i) Evaluation of Performance of Non-Independent Directors and the Board of Directors ofthe Company as a whole.

ii) Evaluation of performance of the Chairman and/or Managing Director of the Companytaking into views of Executive and Non-executive Directors.

iii) Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

28. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Your Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 is set out in an annexure as‘Annexure III' to this report.

29. RISK MANAGEMENT POLICY:

The Board reviews the risks associated with the Company every year while consideringthe business plan. Considering the size of the Company and its activities it is felt thatthe development and implementation of a Risk management policy is not relevant to theCompany and in the opinion of the Board there are no risks which may threaten theexistence of the Company.

30. SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the year 2015-2016 no complaints were received by the Company related to sexualharassment.

31. APPRECIATION:

Your Directors wish to place on record their sincere appreciation and gratitude for thevaluable support and co-operation received from the Customers and Suppliers variousFinancial Institutions Banks Government Authorities Auditors and Shareholders duringthe year under review. Your Directors wish to place on record their deep sense ofappreciation for the devoted services of the Executives Staff and Workers of the Companyfor its success.

FOR AND ON BEHALF OF THE BOARD
For Narmada Macplast Drip Irrigation Systems Limited
VRAJLAL VAGHASIA JITEN VAGHASIA
MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN - 02442762 DIN - 02433557
Date: 30th May. 2016
Place: Ahmedabad