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Narmada Macplast Drip Irrigation Systems Ltd.

BSE: 517431 Sector: Industrials
NSE: N.A. ISIN Code: INE060D01010
BSE 05:30 | 01 Jan Narmada Macplast Drip Irrigation Systems Ltd
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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 25th Annual Report of theCompany with the audited statements of accounts for the year ended 31st March2017.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars For the Year For the Year
2016 17 2015 2016
Turnover & Other Income 598.33 40.75
Net Profit before Depreciation & amortization 18.64 8.50
Less: Depreciation 2.17 2.53
Net Profit /Loss Before Extra Ordinary Item 16.46 5.97
Current Tax 1.14 1.37
Net Profit for the year 15.52 4.60

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. 598.33 Lacs ascompare to the turnover of Rs. 40.75 Lacs recorded for the previous year and the netprofit for the current year was Rs.15.52 Lacs compared to profit of Rs.4.60 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 does 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 2017 none of the companies havebecome or ceased to be the subsidiaries joint ventures or associate companies of theCompany. The performance and financial position of subsidiaries associates and jointventures as per rule 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. Ketan Baldha Independent Director of the Company resignedfrom the company and Mr. Girish Baldha is appointed as Independent Director of the companyby the board of Directors and Mrs. Daxa Vaghasia is appointment as Non-Independent andNon-Executive Director the approval of the shareholders will be taken in the upcomingAnnual General Meeting of the Company.

The board of Directors as on 31st March 2017 is Mr. Vrajlal Vaghasia Mr.Jiten Vaghasia Mr. Ketan Baldha Mr. Kantibhai Devani Mr. Viesh Babariya and Mrs. DaxaVaghasia.

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. MEETINGS OF BOARD:

During the financial year 2016-2017 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.

13. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors based on inputs from the directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings. Also the Chairman was alsoevaluated on the key aspects of his role.

In the separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated. The same was discussed in the Board meeting that followed the meeting of theindependent directors at which the performance of the Board its committee and individualdirector was also discussed.

14. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial controls commensurate with the nature &size of business of the Company

15. 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.

16. DIRECTORS' 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 2016-17 the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31stMarch 2017 as far as possible and to the extent if any accounting standards mentionedby the auditors in their report as not complied with all other applicable accountingstandards have 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.

17. 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.

18. AUDIT COMMITTEE

The Detail pertaining to composition of audit committee its scope and attendance ofmembers are included in the Corporate Governance Report which forms part of this report.

19. STATUTORY AUDITORS:

The Companies Act2013 ("the Act") was notified effective April 1 2014Section 139 of the Act lays down the criteria for appointment and mandatory rotation ofstatutory auditors. Pursuant to section 139 of the Act and the Rules made thereunder itis mandatory to rotate the statutory auditors on completion of two term of fiveconsecutive years. The Rules also lay down the transitional period that can be served bythe existing auditors depending on the number of consecutive years for which an audit firmhas been functioning as auditor in the same company. The incumbent auditor M/s. S.D.Mehta & Co.(Firm registration number: 137193W) has served the Company for over 10years before the Act was notified and will be completing the maximum number oftransitional period (three year) at the ensuing 25th AGM.

The Audit committee of the company has proposed and the Board has recommended on 12thAugust 2017 the appointment of M/s. Hardik Kadia & Co. Chartered Accountants (FirmRegistration No. 100648W) as the statutory auditor of the company. M/s. Hardik Kadia &Co . will hold office for a period of five consecutive years from the conclusion of the25th Annual General Meeting of the Company till the conclusion of the 30thAnnual General Meeting to be held in the calendar year 2022. The first year of audit ofthe financial statement will be for the year ending March 31 2018 subject to ratificationof their appointment at every Annual General Meeting if so required under the Act

The Company has received a certificate from M/s. Hardik Kadia & Co. to the effectthat their appointment if made shall be in compliance with the provisions of Section 139and 141 of the Companies Act 2013. Accordingly the Board recommends appointment of M/s.Hardik Kadia & Co. Chartered Accountants as the statutory auditors of the Company inplace of M/s. S.D. Mehta & Co. Chartered Accountants to hold office from theconclusion of 25th AGM until the conclusion of the 30th AGM of yourCompany. Necessary resolution seeking approval of the members for appointment of newstatutory auditors has been incorporated in the Notice convening the 25thAnnual General Meeting.

20. 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 2016-17. 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 had not appointed Company Secretary/CFO/ Internal Auditor for the year ended 31st March 2017 Nevertheless the Company has as on date appointed Company Secretary Chief Financial Officer and Internal Auditor.
2. 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. Nevertheless the Company has facilitated evoting facility for the forthcoming AGM.
3. Not filed necessary e-forms as prescribed under the Companies Act 2013 As on 31st March 2017 company was not in situation to comply with pending requirements Nevertheless as on date Company has completed all pending statutory ROC compliances
4 Not submitted quarterly half yearly and yearly compliances with the Stock Exchange as per SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015 As Board was unaware about the compliance therefore the Board really apologize for the non-compliance further the Board wish to inform that as on date the Company is complying with the said requirement.
5 Not paid BSE Annual Listing Fees for the year 2016-17. As the company is in revocation procedure the same fees will be paid once the procedure complete.

21. 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 of

Managerial 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.

22. 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.

23. 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 2016-17 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.

24. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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

25. 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 AuditorsCertificate on the compliance of Corporate Governance Code embodied in Listing Obligationand Disclosure Requirement Regulation 2015 of the SEBI attached hereto and forms part ofthis Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Listing Obligation and Disclosure Requirement Regulation 2015 of the SEBIManagement Discussion and Analysis Report are annexed herewith and form part of thisReport.

27. CORPORATE SOCIAL RESPONSIBILITY(CSR) COMMITTEE:

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

28. ESTABLISHMENT OF VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. 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.

29. 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.

30. INDEPENDENT DIRECTORS MEETING:

During the year under review the Independent Directors of the Company met on 14thFebruary 2017 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 theCompany taking 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.

31. 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 asAnnexure III to this report.

32. 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.

33. 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 2016-2017 no complaints were received by the Company related to sexualharassment.

34. 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.

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: 12th August 2017
Place: Ahmedabad