r m drip sprinklers systems ltd Directors report

To,

The Members of,

R M Drip and Sprinklers Systems Limited

Your directors have pleasure in presenting 19 th (Eighteenth) Annual Report together with Audited Financial Statements and the Auditors Report on financial statements of the Company for the financial year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS:

The following are the financial results of the Company for the year ended 31^st March, 2023.

Particulars	Year Ended on 31st March, 2023	Year Ended on 31st March, 2023
	(Rs. In Lakhs)	(Rs. In Lakhs)
Revenue from Operations	1095.41	1791.59
Other Income	286.58	0.69
Total Revenue	1381.99	1860.94
Less: Expenses	1374.25	1914.04
Profit Before Tax	7.14	(53.10)
Less: Current Tax	Nil	Nil
Less: Deferred Tax Expenses/ (Surplus)	4.85	41.24
Profit for the year	2.89	(94.33)

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

The Key highlights pertaining to the business of the Company for the year 2022-2023 and period subsequent there to have been given hereunder:

The total revenue of the Company during the financial year 2022-2023 was Rs. 1381.99 Lakhs against the total revenue of Rs. 1860.94 Lakhs of previous financial year 2021-2022.

The total expenses of the Company during the financial year 2022-2023 was Rs. 1374.25 Lakhs against the expenses of Rs. 1914.04 Lakhs of the previous financial year 2021-2022.

During the F.Y. 2022-2023, your Company has incurred a profit of Rs. 7.14 Lakhs as compared to the loss of Rs. 53.10 Lakhs of the previous financial year 2021-2022.

3. DIVIDEND:

In view of loss, the Company shall have working capital requirement in near future hence with a view to provide cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the year ended 31^st March, 2023.

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 efficiently during the year. The Board of Directors report a satisfactory performance of the Company in terms of both financial 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 efficiencies in main segment of business and cost saving drive across the organization, which has helped it to manage the cash flow from business operations.

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

7. DEPOSITS:

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

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

The particulars of investments made and loans given to subsidiaries has been disclosed in the financial statements in notes of the standalone financial 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 financial year under review, are done on Arms 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:

The Statutory Auditors & Internal Auditor, have not given any Qualification, Reservation, Adverse Remark or Disclaimer in their report for the Financial Year ended on 31^st March, 2020.

The Observations made by the Statutory Auditors & Internal Auditor are self-explanatory and have been dealt with an Independent Auditors Report and its Annexure forming part of this Annual Report and hence do not require any further clarification.

The observation / remarks of the Secretarial Auditor and comment of the Board of Directors are as under

Secretarial Auditor observation / remarks	Board Reply
Some of the Intimations under the provisions of the Companies Act, 2013 have been filed after the lapse of statutory time period. However, necessary additional fees have been remitted for such delay;	Wherever there is filing of ROC e-Forms the Company has paid the requisite additional fees.
There was delay in submission to National Stock Exchange of India Limited, the Outcome of Meetings of the board of directors held on 17 th May 2022;	The Board has noted the same and will adhere to the compliance in future.
The financial results for the six months and year ended on 31st March 2022 was approved in the Board Meeting held on 02nd June 2022;	The Board has noted the same and will adhere to the compliance in future.
There was delay in intimation to National Stock Exchange of India Limited about the Resignation of Mr Kewal Kundanlal Handa (Director)	The Board has noted the same and will adhere to the compliance in future.

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 five directors. The Composition of the Board of Directors as on date of this report is as under:

Sr. Name of Directors No.	DIN	Designation
1 Mr. Nivrutti Pandurang Kedar	06980548	Managing Director
2 Mr. Somnath Khanderao Date	09843323	Non-Executive Director & Chairman
3 Mr. Hiren Makwana	10048026	Independent Director
4 Mrs. Kavita Pandare	09109027	Independent Director
5 Mr. Mayur Bhatt	08715614	Independent Director

B. Changes in Board of Directors & Key Managerial Personnel during the year under review:

During the period under review the following changes are made:

> Mr. Vijaykumar Hanmant Kshirsagar, was redesignated as Non-Executive Director from Whole-Time Director with effect from 23^rd September 2022;

> Ms. Akshada Sanjay Bhase, Company Secretary & Key Managerial Personnel resigned with effect from 17^th April 2022;

> Mr. Ajit Vilas Kulkarni, Chief Financial Officer & Key Managerial Personnel resigned with effect from 11^th November 2022;

> Ms. Saloni Vilas Gangwal, was appointed by the Board of Directors on 16^th October 2022 as Company Secretary & Key Managerial Personnel;

> Mr. Somnath Khanderao Date was appointed by the Board of Directors on 04^th January 2023 as Additional Non-Executive Director;

> Ms. Shahina Hamid Mukadam, Independent Director resigned with effect from 05^th January 2023;

> Mr. Kewal Kundanlal Handa, Independent Director resigned with effect from 20^th January 2023;

> Mr. Nivrutti Pandurang Kedar, was designated as Chairman of the Board with effect from 9th February, 2023;

> Mr. Arjun Ramji Makani, Non-Executive Director resigned with effect from 18^th February 2023;

> Mr. Shyam Sundar Dash, Managing Director resigned with effect from 18^th February 2023;

> Mr. Vijaykumar Hanmant Kshirsagar, Non-Executive Director resigned with effect from 18^th February 2023;

> Mr. Hiren Makwana was appointed by the Board of Directors on 18^th February 2023 as Additional Independent Director;

> Mr. Tushar Madhukar Belgaonkar was appointed by the Board of Directors on 18^th February 2023 as Chief Financial Officer & Key Managerial Personnel;

> Mr. Mayur Bhatt was appointed by the Board of Directors on 18^th February 2023 as Additional Independent Director;

> Mr. Somnath Khanderao Date was designated as Chairman of the Board with effect from 18th February, 2023;

> Mr. Ajay Raghunathrao Saraf, Independent Director resigned with effect from 28^th February 2023;

> Ms. Kavita Padare, was appointed by the Board of Directors on 11^th March 2023 as Additional Independent Director;

> Mr. Hiren Makwana & Mr. Hiren Makwana, were regularised as Directors in the Extra Ordinary General Meeting held on 11^th March 2023;

> Mr. Ulka Krishna Kulkarni, Independent Director resigned with effect from 27^th March 2023.

> Ms. Saloni Vilas Gangwal, Company Secretary & Key Managerial Personnel resigned with effect from 31^st March 2023.

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 field / profession and who can effectively contribute to the Companys 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 qualification, positive 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 Companys Policy for Selection of Directors and determining Directors independence.

The Board of Directors on the recommendation of the NRC Committee has appointed Mr. Hiren Makwana (DIN: 10048026), Mrs. Kavita Pandare (DIN: 09109027), Mr. Mayur Bhatt (DIN: 08715614) as Independent Directors of the Company w.e.f. 18^th February, 2023, 11^th March, 2023 and 18^th February, 2023 respectively. In the opinion of the Board, they possess requisite expertise, integrity and experience.

E. NUMBER OF BOARD MEETINGS:

During the year under review there were 11 (Eleven) Board Meetings held. The Board of director meets at regular intervals to discuss and decide on Company/business policy and strategy. The details of Board meeting held during the year are as under:

Sr. No. Date of meeting	Total number of directors on the date of meeting	No. of Directors attended	% of Attendance
1 14/05/2022	8	8	100%
2 17/05/2022	8	8	100%
3 28/05/2022	8	8	100%
4 02/06/2022	8	8	100%
5 23/09/2022	8	8	100%
6 16/10/2022	8	8	100%
7 14/11/2022	8	8	100%
8 04/01/2023	8	8	100%
9 09/02/2023	8	8	100%
10 18/02/2023	4	4	100%
11 11/03/2023	5	5	100%
12 30/03/2023	5	5	100%

During the year under review, Independent Directors Meeting was held on 30^th March, 2023 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 report the Authorized Share Capital of the Company was increased from Rs. 6.69 Crore to Rs. 26.50 Crore w.e.f. 14^th March, 2023 and Paid-up share Capital was increased from Rs. 6.69 Crore to Rs. 10.29 Crore w.e.f. 29^th April, 2023.

17. SHARES:

Rights Issue:

The Company has not made any 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:

The Board of Directors at its meeting held on 18th February 2023 and approval of the members of the Company at their Extra-Ordinary General Meeting held on 14th March 2023 have approved;

a. To create, offer, issue and allot from time to time, in one or more tranches upto 36,00,000 (Thirty-Six Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Each) for cash at an issue price of Rs. 20.70/- (Rupees Twenty & Seventy Paise Only) at a premium of Rs. 10.70/- (Rupees Ten & Seventy Paise Only) per share aggregating to Rs. 7,45,20,000/- (Rupees Seven Crore Forty- Five Lakhs Twenty Thousand Only) by way of preferential issue to the Non-Promoters Category of allottees;

b. To create, offer, issue and allot from time to time, in one or more tranches upto 1,58,10,000 (One Crore Fifty-Eight Lakhs Ten Thousand) Fully Convertible Warrants (“Warrants/ Convertible Warrants”) for cash at an issue price of Rs. 20.70/- (Rupees Twenty & Seventy Paise Only) per warrant with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of face value of Rs. 10/- (Rupees Ten) each of the Company (“Equity Shares”) at a premium of Rs. 10.70/- (Rupees Ten & Seventy Paise Only) per share for each warrant within a period of 18 (Eighteen) months from the date of allotment of the Warrants, aggregating to Rs. 32, 72,67,000/- (Rupees Thirty-Two Crore Seventy-Two Lakhs Sixty-Seven Thousand Only) by way of preferential issue to the Non-Promoters Category of allottees.

18. COMMITTEES OF THE BOARD:

The Company being listed entity has formed Committees as required under the Companies Act, 2013. Accordingly, as on 31^st March, 2023 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
		28/04/2022	02/06/20 23	23/09/20 22	14/11/20 22
*Mr. Ajay Raghunathrao Saraf	Independent Director	Yes	Yes	Yes	Yes
		Member & Chairman	Member & Chairman	Member & Chairman	Member & Chairman
**Mr. Shyam Sundar Dash	Managing Director	Yes	Yes	Yes	Yes
		Member	Member	Member	Member
***Ms. Ulka Krishna Kulkarni	Independent Director	Yes	Yes	Yes	Yes
		Member	Member	Member	Member

* Ceased to be member of Audit Committee w.e.f. 28^th February, 2023.

** Ceased to be member of Audit Committee w.e.f. 15^th February, 2023.

*** Ceased to be member of Audit Committee w.e.f. 27^th March, 2023.

Note:

> Mr. Mayur Bhatt was appointed as Independent Director of the Company w.e.f. 18^th February, 2023 and appointed as a member of this committee w.e.f. 11^th March, 2023.

> Mr. Hiren Makwana was appointed as Independent Director of the Company w.e.f. 18^th February, 2023 and appointed as a member of this committee w.e.f. 11^th March, 2023.

> Mrs. Kavita Pandare was appointed as Independent Director of the Company w.e.f. 11^th March, 2023 and appointed as a member of this committee w.e.f. 11^th March, 2023.

The term of reference of Audit Committee is as below:

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

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

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

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

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

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

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

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

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

vi. Disclosure of any related party transactions;

vii. Qualifications in the draft audit report.

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

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

7. Review and monitor the auditors independence, performance and effectiveness of audit process.

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

9. Scrutiny of inter-corporate loans and investments;

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

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

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

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

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

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

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

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of 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 financial statements before submission to the Board;

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

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

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

B. NOMINATION AND REMUNERATION COMMITTEES: -

Name	Designation	Attendance at the Committee Meetings held on
		17/05/2 2	02/06 /22	23/09/ 22	16/10/ 22	04/01/ 23	18/02/ 23	11/03/2 3
**Ms. Ulka Krishna Kulkarni	Independent Director	Yes	Yes	Yes	Yes	Yes	Yes	No
		Member	Memb er	Membe r	Membe r & Chairm an	Membe r	Membe r	Member
***Mr. Kewal Kundanl al Handa	Independent Director	No				Yes	NA	NA
		Member	Memb er & Chair man	Membe r & Chairm an	Membe r	Membe r
***Mr. Ajay Raghuna thrao Saraf	Independent Director	Yes	Yes	Yes	Yes	Yes	Yes	Yes
		Member & Chairma n	Memb er	Membe r	Membe r	Membe r & Chairm an	Membe r & Chairm an	NA
****Mr Somnath Date	Independent Director	NA	NA	NA	NA	NA	Yes	Yes
							Membe r	Member
Mr. Nivrutti Kedar	Manging Director	NA	NA	NA	NA	NA	Yes	Yes
							Invitee	Invitee
*****Mr Mayur Bhatt	Independent Director	NA	NA	NA	NA	NA	NA	Yes
								Member
******Mr Hiren Makwan a	Independent Director	NA	NA	NA	NA	NA	NA	Yes
								Member

* Ceased to be a member of this Committee consequent to her resignation from the Office of Independent Director w.e.f. 27^th March, 2023.

** Ceased to be a member of this Committee consequent to his resignation from the Office of Independent Director w.e.f. 20^th January, 2023.

*** Ceased to be a member of this Committee consequent to his resignation from the Office of

Independent Director w.e.f. 28^th February, 2023.

**** Appointed as a member of this Committee w.e.f. 11^th March, 2023.

***** Mr. Mayur Bhatt was appointed as Independent Director of the Company w.e.f. 18^th

February, 2023 and appointed as a member of this committee w.e.f. 11^th March, 2023.

******Mrs. Kavita Pandare was appointed as Independent Director of the Company w.e.f. 11^th March, 2023 and appointed as a member of this committee w.e.f. 11^th March, 2023. Note:

Ms. Kavita Pandare, Independent Director of the Company was appointed as member of this Committee w.e.f. 11^th March, 2023.

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

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

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

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

4. Devising a policy on Board diversity; and

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

The Remuneration Policy of the Company is available on the website of the Company at the

link https: / /www.rmdrip.com /investors.html.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE: -

Name	Designation	Attendance at the Committee Meetings held on
		17/05/2022
*Mr. Kewal Kundanlal Handa	Independent Director	No
		Member
Ms. Nivrutti Pandurang Kedar	Director	Yes
		Chairman & Member
**Mr. Ajay Raghunathrao Saraf	Independent Director	Yes
		Member

* Ceased to be a member of this Committee consequent to his resignation from the Office of Independent Director w.e.f. 20^th January, 2023.

** Ceased to be a member of this Committee consequent to his resignation from the Office of Independent Director w.e.f. 28^th February, 2023.

> Mr. Mayur Bhatt was appointed as Independent Director of the Company w.e.f. 18^th February, 2023 and appointed as a member of this committee w.e.f. 11^th March, 2023.

> Mr. Hiren Makwana was appointed as Independent Director of the Company w.e.f. 18^th February, 2023 and appointed as a member of this committee w.e.f. 11^th March, 2023.

> Mrs. Kavita Pandare was appointed as Independent Director of the Company w.e.f. 11^th March, 2023 and appointed as a member of this committee w.e.f. 11^th March, 2023.

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 holders / investors complaints Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

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

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

5. Allotment and listing of shares;

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

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

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

19. 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 31,2022, 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, 2022;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a ‘going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. DISCLOSURE OF ACCOUNTING TREATMENT:

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

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 specified 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 Prakash G. Pathak & Company Chartered Accountants, have tendered their resignation from the position of Statutory Auditors, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013.

The Board of Directors in their meeting held on 07^th September 2023, on the recommendations of the Audit Committee, have considered and approved the appointment of M/s MASD & Co. LLP, Chartered Accountants having FRN 146249W as “Statutory Auditors” of the Company to fill the casual vacancy caused by the resignation of M/s Prakash G. Pathak & Company Chartered Accountants with effect from 07th September 2023, subject to approval of shareholders in the ensuing Annual General Meeting.

Further, on recommendations of the Audit Committee, the Board of Directors have proposed the appointment of M/s MASD & Co. LLP, Chartered Accountants having FRN 146249W as “Statutory Auditors” of the Company for a term of 5 years, subject to approval of shareholders in the ensuing Annual General Meeting.

The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company. There are no qualifications or adverse remarks in the Auditors Report which require any clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review

23. INTERNAL AUDITOR:

Pursuant to provisions of Section 138 of the Companies Act, 2013, M/s S. S. Patki & Co. Chartered Accountants, Nashik, internal auditor has conducted the Internal Audit of the Company for F.Y. 2022-2023.

24. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Mr. Poonamchand Kanojia, Company Secretary in Practice, Mumbai, was appointed to conduct the secretarial audit of the Company for the financial year 2022 - 2023, 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 31^st March 2023, is annexed herewith marked as ANNEXURE I 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:

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

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 II 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 III of the Boards Report.

29. 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. Nivrutti Pandurang Kedar, Managing Director of the Company. The same is enclosed as ANNEXURE IV of the Boards Report.

30. DETAILS OF SUBSIDIARY/ JOINT VENTURE:

Company does not have any Wholly Owned Subsidiary or Subsidiary Company and Joint Venture hence declaration regarding the same is not required.

31. FORMAL ANNUAL EVALUATION:

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

The Companys 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. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

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

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

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

34. INSURANCE:

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

35. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fulfil criteria for class or classes of companies, as prescribed under Section 135 (1) of Companies Act, 2013; hence no CSR policy was designed and implemented by the Company during the year ended on 31^st March, 2023.

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 Companys 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 notified by the Board. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

The Vigil Mechanism Policy of the Company is available on the website of the Company at the 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 Companys Shares.

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

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

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

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

46. LISTING:

Equity shares of your Company is listed at National Stock Exchange of India on NSE SME Emerge platform w.e.f. 04/10/2017. The Annual Listing fees for F.Y. 2023-2024 have been paid to the concerned Stock Exchange.

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 filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition &Redresser) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

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

The Annual Report on Sexual Harassment Policy for the period 1^st April, 2022 to 31^st March, 2023 is as under:

Complaints Status for the period 01/04/2022 To 31/03/2023

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:

a. The Board of Directors at its meeting held on 18^th February 2023 and the members of the Company at their Extra-Ordinary General Meeting held on 11^th March 2023 and pursuant to In-principle approvals granted by National Stock Exchange of India Limited vide their letter dated 20^th April 2023 and upon receipt of the requisite application money the Board of Directors in their meeting held on Saturday 29th April 2023 considered and approved;

1. Allotment of 36,00,000 (Thirty-Six Lakhs) Equity Shares at an issue price of Rs. 20.70/- (Rupees Twenty & Seventy Paisa only), having face value of Rs. 10/- (Rupees Ten Only) per share at premium of Rs. 10.70/- (Rupees Ten & Seventy Paisa only); &

2. Allotment of 1,46,90,000 (One Crore Forty-Six Lakhs Ninety Thousand) fully Convertible Warrants (“Warrants/ Convertible Warrants”) into Equity Shares for cash at an issue price of Rs. 20.70/- (Rupees Twenty & Seventy Paisa only) per warrant convertible into equivalent number of Equity Shares having face value of Rs. 10/- (Rupees Ten Only) per share at premium of Rs. 10.70/- (Rupees Ten & Seventy Paisa only):

Apart from the above there are no material changes and commitments affecting the financial position of the Company occurred during the financial year.

50. OTHER INFORMATION:

a. The Board of Director on February 18, 2023 received the request for reclassification from “Promoter / Promoter Group” to “Public” from;

Vijaykumar Hanmant Kshirsagar Shubhangi Vijaykumar Kshirsagar Arjun Ramji Makani Lilaben Arjun Makani Vinod Arjun Makani Shivlal Arjun Makani

And the same approved by the shareholders through postal ballot on May 15, 2023.

b. The shareholders through postal ballot on May 15, 2023 approved the resolution for migration of listing / trading of equity shares of the company from Nse Emerge / Sme Exchange platform of National Stock Exchange of India Limited (NSE) to main board of National Stock Exchange of India Limited as well as on main board of Bse Ltd.

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 Companys 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/-

Somnath Khanderao Date Chairman & Director DIN 09843323 Place: Nashik

Date: 07^th September 2023