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R M Drip & Sprinklers Systems Ltd.

BSE: 535010 Sector: Industrials
NSE: RMDRIP ISIN Code: INE219Y01018
BSE 05:30 | 01 Jan R M Drip & Sprinklers Systems Ltd
NSE 05:30 | 01 Jan R M Drip & Sprinklers Systems Ltd

R M Drip & Sprinklers Systems Ltd. (RMDRIP) - Director Report

Company director report

To

The Members of

R M DRIP AND SPRINKLERS SYSTEMS LIMITED

Your Directors have pleasure in presenting 16th (Sixteenth) Annual Reportand Audited Financial Statement of the company for the period ended 31st March2020.

1. FINANCIAL RESULTS OR HIGHLIGHTS:

The following are the financial results of the Company for the year ended 31stMarch 2020.

Particulars Year Ended on 31st March 2020 (Figures in Rs.) Year Ended on 31st March 2019 (Figures in Rs.)
Revenue from Operations 232363582 222909257
Other Income 4848662 8384869
Less: Expenses 217059302 285535490
Profit Before Tax 20152942 (54241364)
Less: Current Tax Nil Nil
Less: Deferred Tax Expenses/(Surplus) (7894229) 170601
Profit for the year 28047171 (54411965)

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 andperiod subsequent there to have been given hereunder:

The total revenue of the Company during the financial year 2019-2020 was Rs. 23.72 Cragainst 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 Cragainst 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 ascompared 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 increasein 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 thecurrent financial year.

3. DIVIDEND:

In light of CoVID-19 situation all over the world the Company shall have workingcapital requirement in near future hence With a view to provide cushion for any financialcontingencies in the future and to strengthen the financial position of the Company yourDirectors have decided not to recommend any dividend for the year ended 31stMarch 2020.

4. RESERVE:

Pursuant to provisions of Section 134(1)(j) of the Companies Act 2013 the company hasnot proposed to transfer any amount to general reserve account of the company during theyear under review. The Company has retained the profit in the Profit & Loss account ofthe 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 pandemicsituation 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 thisGlobal crisis the Board of Directors are pleased to report a good performance of theCompany in terms of both financial and operational performance.

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

6. FINANCE:

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

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

7. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 as amended from time to time during the year under review and therefore detailsmentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules 2014 relating todeposits 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 investmentsto any other company or persona as specified under section 186 therefore other requirementunder 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 INSUB-SECTION (1) OF SECTION 188 IN AOC- 2:

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

Disclosure of particulars of contracts/arrangements entered into by the Company withthe Related Parties referred to in sub-section (1) of Section 188 of the Companies Act2013 are attached herewith as ANNEXURE V which forms part of this Report.

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

The Auditors have not given any Qualification Reservation Adverse Remark orDisclaimer 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 anIndependent Auditor's Report and its Annexure forming part of this Annual Report and hencedo not require any further clarification.

There has been no instance of fraud reported by the statutory auditors under Section143(12) of the Companies Act 2013.

11. THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO 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 absorbinglatest technology for the betterment of society at large.

3) Foreign exchange earnings and Outgo:

Foreign Exchange Outgo: Your Company has paid INR. 278753/- (USD 3834.62)for importof 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-executiveand independent directors.

A) Present composition of board of directors: As on the date of this report Board ofDirectors of the Company comprises of total Seven directors. The Composition of the Boardof 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 underreview:-

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 Act20132/3rd of the directors are liable to retire by rotation and if eligible offerthemselves 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 offershimself 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 forChange in Designation from "Whole Time Director" to "ExecutiveDirector". In the Board Meeting scheduled on 25th June 2020 the Boardhas 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 theapplicable rules and other applicable provisions of the Companies Act 2013 thedesignated Key Managerial Personnel (KMP) of the Company as on 31st March 2020are 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 yearunder review.

13. MEETING OF THE BOARD OF DIRECTOR'S:

During the year under review there were 4 (Four) Board Meetings held. The Board ofdirector meets at regular intervals to discuss and decide on company/business policy andstrategy. 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 17thJanuary2020 to review the performance of Non-Independent Directors and the overall performance ofthe Board of the Company. All the Independent Directors were present at the IndependentDirectors meeting.

14. COMMITTEES OF THE BOARD:

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

i.e. Audit Committee Nomination and Remuneration Committees Stakeholders RelationshipCommittee 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 itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

2. Recommending to the Board the appointment re-appointment and if required thereplacement 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 thestatutory auditors

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

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

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

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

vi. Disclosure of any related party transactions;

vii. Qualifications in the draft audit report.

5. Reviewing with the management the half yearly financial statements beforesubmission to the board for approval.

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

7. Review and monitor the auditor's independence performance and effectiveness ofaudit process.

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

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 auditorsadequacy of the internal control systems

13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment 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 intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board.

16. Discussion with statutory auditors before the audit commences about the nature andscope 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 depositorsdebenture holders shareholders (in case of non payment of declared dividends) andcreditors.

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

19. Call for comments of the auditors about internal control systems scope of auditincluding the observations of the auditor and review of the financial statements beforesubmission to the Board;

20. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications 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 theAudit 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 andindependence of a director and recommend to the Board a policy relating to the level andcomposition of remuneration of the directors key managerial personnel and otheremployees;

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 meetsappropriate performance benchmarks;

4. Devising a policy on Board diversity; and

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

The Remuneration Policy of the Company is available on the website of the Company atthe 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 ofshares 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 queriesand 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 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

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 as at March 31 2020;

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 had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f. The directors had devised proper systems to ensure compliance with the provisions ofall 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 AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.

17. DECLARATIONS BY THE INDEPENDENT DIRECTORS:

The Independent Directors have given their declarations under Section 149(6) andSection 149(7) of the Companies Act 2013 and the Rules made there under. The IndependentDirectors meet the criteria of the independence as specified in Section 149 of the Act andRegulation 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 AccountantsNashik were appointed in the Annual General Meeting (AGM) in year pertaining to 2016 - 17as auditors to hold the office till the conclusion of Annual General Meeting (AGM) of theCompany 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 toconduct the secretarial audit of the company for the financial year 2019 - 2020 pursuantto 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 ofthe Act.

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

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

The Secretarial Auditor has given the following observation in the Secretarial AuditReport: Observation:

Form MGT-14 for Board Resolution passed on 22 August 2019 for obtaining financialassistance in the form of unsecured loans from Promoters was filed on 16 June 2020 whichis 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 ofRule 2(1)(c)(xiii) of Companies (Acceptance of Deposits) Rules 2014 for the purpose ofrepayment of Bank Loan of the Company for temporary purpose. It was the temporaryarrangement for meeting the funds required for working capital and there was nooutstanding amount as on 31st March 2020. The delay in submission of Form MGT14 was done inadvertently missed due to oversight and not intentional in nature. TheCompliance pertaining to this was made by the Company by filing Form MGT-14 on 16thJune 2020."

20. INTERNAL AUDITOR:

Pursuant to provisions of Section 138 of the Companies Act 2013 the Board ofDirectors 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 InternalAudit of the Company for F.Y. 2019- 2020.Accordingly the internal audit was conducted bythe 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 annexedherewith 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 theCompany is listed on the SME platform (NSE-emerge) of NSE. Hence the Company is notrequired to disclose information as covered under Para (C) (D) and (E) of Schedule V ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

23. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Management Discussion & Analysis report for the year under review as stipulatedunder Regulation 34(2)(e) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as ANNEXURE IIIhereto 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 ChiefFinancial Officer (CFO) of the Company. The same is enclosed as ANNEXURE VI of the Board'sReport.

25. PARTICULARS OF EMPLOYEES:

Pursuant to Section 197(12) of the companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining 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 venturehence declaration regarding the same is not required.

27. FORMAL ANNUAL EVALUATION:

The evaluation/assessment of the Directors/KMPs and the senior officials of the Companyis to be conducted on an Annual basis to satisfy the requirements of the Companies Act2013. The Company has devised a policy for performance evaluation of IndependentDirectors Board Committees and other individual Directors which includes criteria forperformance evaluation of the Board as a whole.

The Company's Nomination and Remuneration committee has set up formal mechanism toevaluate the performance of board of directors as well as that of its committees andindividual directors including chairman of the board key managerial personnel / seniormanagement etc.

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

The evaluation exercise is being carried out through an evaluation process coveringaspects such as composition of the board experience competencies and governing issuesetc.

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

The Company is well equipped with adequate internal financial controls. The Company hasa continuous monitoring mechanism which enables the organization to maintain the samestandards of the control systems and help them in managing defaults if any on timelybasis because of strong reporting mechanisms and review process of the management andindependently by the Internal Auditors. In our view the Internal Financial Controlsaffecting the Financial Statements are adequate and are operating effectively.

29. INSURANCE:

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

30. CORPORATE SOCIAL RESPONSIBILITY:

Your company does not fulfil criteria for class or classes of companies as prescribedunder Section 135 (1) of Companies Act 2013; hence no CSR policy was designed andimplemented 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 thethreats 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 causeimpact treatment and control measures. As part of the Risk Management policy therelevant parameters for protection of environment safety of operations and health ofpeople at work are monitored regularly. The Risk Management Policy of the Company isavailable 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 safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

33. VIGIL MACHANISM/ WHISTLE BLOWER:

The Company promotes ethical behaviours in all its business activities and has put inplace a mechanism of reporting illegal or unethical behaviour. The Company has a vigilmechanism policy wherein the Directors and employees are free to report violations of lawrules and regulations or unethical conduct actual or suspected fraud to their immediatesupervisor or provide direct access to the Chairman of the Audit Committee in exceptionalcases or such other persons as may be notified by the Board. The confidentiality of thosereporting violations is maintained and they are not subjected to any discriminatorypractice.

The Vigil Mechanism Policy of the Company is available on the website of the Company atthe 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 therequirements of the Securities & Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015. The Insider Trading Policy of the Company lays down guidelinesand procedures to be followed and disclosures to be made while dealing with the shares ofthe

company as well as consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical 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 ortribunals 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 yourCompany. Your Company believes in recruiting only highly competent enterprising employeesand providing them the liberty to pursue newer avenues that advance their professionalgrowth in line with the advancement of your Company.

The team comprises of collectively exhaustive yet mutually exclusive highly motivatedindividuals. Your Company in addition to milestone-based appraisals regularly hostsoff-site outings and pushes various team members to attend training workshops and seminarsfor professional development. Owing to some focused and well executed HR management yourcompany has been able to achieve some of the lowest churn levels in the industry and hasalso successfully streamlined internal HR policies and processes.

37. LISTING:

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

38. SECRETARIAL STANDARDS:

During the year under review the Company has complied with the provisions of theapplicable Secretarial Standards issued by Institute of Company Secretaries of India. TheCompany has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand 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 atworkplace (Prevention Prohibition &Redresser) Act 2013. Further Company ensures thatthere is a healthy and safe atmosphere for every women employee at the workplace and madethe necessary policies for safe and secure environment for women employee.

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

The Annual Report on Sexual Harassment Policy for the period 1st April 2019to 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 beshared with investors it is Company's business prospects as seen by the management thatmatters the most. Following are the changes undergone by the Company during the year tilldate 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 affectedthe business of the Company. Company's manufacturing operations were hit substantiallyfrom 22nd March 2020 to 20th April 2020. Being an alliedAgricultural Industry our Company had taken the permission to carry on the business ofthe Company with 33% manpower utilization. The Company has resumed its work from 21stApril 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 ofreduction in sales due to lockdown and mobility restrictions. The Company has a soundinternal financial reporting and control mechanism and wherever applicable additionalcontrols are being added to address the current situation.

41. ACKNOLEDGEMENT:

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

Investors Clients Banks Central & State Governments Customers SuppliersAdvisors Consultants Regulatory Authorities and Stock Exchange for their continuedsupport.

GENERAL SHAREHOLDER'S INFORMATION

Annual General Meeting:

Date & Time: 24th September 2020 at 12:00 Noon Venue: At registeredoffice

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

The Company's shares are listed on National Stock Exchange of India on NSE Emergeplatform w.e.f. 04/10/2017 at NSE Exchange Plaza Bandra Kurla complex (E) Mumbai- 400051. 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 attendedand processed by our Registrar and Transfer Agent. For lodgment of transfer deeds and anyother documents investors may contact Big Share Services Private Limited 1st FloorBharat Tin Works Building Opp. Vasant Oasis Makwana Road Marol Andheri East MumbaiMaharashtra 400059 (Ph. 022 6263 8200).However shareholders holding shares in theelectronic mode should address all correspondence to their respective DepositoryParticipants.

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

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