Sme Ar 26270 Rmdrip 2023 2024 01102024193226

Notice & Annual Report 2023-2024
20TH ANNUAL REPORT
OF
R M DRIP AND SPRINKLERS SYSTEMS

LIMITED
FOR THE FINANCIAL YEAR 2023-2024
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Table of Contents Page Number

Corporate Information 3
Corporate Philosophy 4
Chairman’s Message 5
Managing Director’s Message 6
Notice Of 20th Annual General Meeting 7
Director’s Report 21
Annexure I Secretarial Audit Report 34
Annexure II-Management Discussion & Analysis Report 39
Annexure III-Disclosure on remuneration of Managerial Personnel 42
Annexure IV-Compliance Certificate 43
Attendance Slip 45
Proxy Form 46
Route Map to the Venue 48
Independent Auditor’s Report 50
Balance Sheet as at 31st March, 2024 60
Statement of Profit & Loss for the year ended 31st March, 2024 61
Cash Flow Statement for the year ended 31st March, 2024 62
Significant accounting policies 63
Notes to Financial Statement for the year ended 31st March, 2024 67
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CORPORATE INFORMATION:
R M DRIP AND SPRINKLERS SYSTEMS LIMITED
CIN L27200MH2004PLC150101
Registered Address: Gat No. 475, Village Gonde, Taluka Sinnar Nashik 422113 Maharashtra,
India
Corporate Office: Plot No. 22, Bramhanand, Krushnaban Colony, Sadguru Nagar Road, Koshiko
Nagar, Nashik-422009, Maharashtra, India
Email Id: [email protected] | Website: www.rmdrip.com | Contact: Contact: +91 92265 09809
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONAL
Name of Directors & Key Managerial Personnel Designation

Nivrutti Pandurang Kedar Managing Director
Somnath Khanderao Date Non-Executive Non-Independent Director
Atharva Nivrutti Kedar Non-Executive Non-Independent Director
Hiren Surendra Makwana Non-Executive Independent Director
Mayur Bhatt Non-Executive Independent Director
Kavita Pandare Non-Executive Independent Director
Tushar Madhukar Belgaonkar Chief Financial Officer
Anita Vasant Pagare Company Secretary Compliance Officer
STATUTORY AUDITORS
M/s MASD & Co LLP
Chartered Accountants
Address: 101, Vasu Villa, Amar Building Compound, Zaveri Baug, Opposite Kandivali West MTNL, S.
V. Road, Mumbai 400067
Email: [email protected] | Contact: +91 9930598581
INTERNAL AUDITOR
M/s Bhushan Adhatrao & Co.
Address: B5 Astet CHSL, Ram Mandir Road, Vazira Naka, Borivali West, Mumbai 91
Email: [email protected]| Contact: +91 9819416757
SECRETARIAL AUDITOR
M/s Nuren Lodaya & Associates
Practicing Company Secretaries
Address: B 403, Pranav Commercial Plaza, MG Road, Mulund West, Mumbai 400080
Email: [email protected]| Contact: +91 9004811709
REGISTRAR OR TRANSFER AGENTS

Bigshare Services Pvt Ltd
Address: Office No S6-2, 6th floor Pinnacle Business Park Next to Ahura Centre Mahakali Caves
Road Andheri (East) Mumbai – 400093 Maharashtra India.
www.bigshareonline.com | [email protected] | Mob – 7045571837
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CORPORATE PHILOSOPHY
MISSION:
Our mission of RM Drip is to be the irrigation industry leader by 2025.
Profitably providing defect-free, high-value products and services that promote the intelligent use of
water for worldwide irrigation applications. Achieving customer satisfaction by meeting or exceeding
customer expectations. Being a responsible employer respected by employees and the community.
Enabling employees to be the best they can be.
VISION:
The Company envisages its Growth by focusing on The Five Basic Attributes which are Enumerated
below.
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CHAIRMAN'S MESSAGE
Dear Shareholders,
It gives me immense pleasure to welcome you all at the 20th

(Twentieth) Annual General Meeting of your Company. I feel
delighted to share with you the performance of your Company for
the financial year 2023-24. Before I begin to share the insights of
the financial year 2023-24, first and foremost I would like to
Mr. Somnath Date - Chairman express my gratitude on behalf of the Board of Directors to the
entire R M Drip family including the customers, vendors and other
stakeholders for their co-operation and support and untiring
efforts and the trust and confidence reposed in us. I also thank
my fellow Board Members for their invaluable support in guiding
the Company and enabling another year of growth.
Highlights:
It has always been a pleasure and privilege to share with you the highlights of the year's performance
and outlook for F.Y. 2023-2024:
Our total revenue for the year is Rs. 50.27 Crore as compared to Rs. 10.95 Crore in the
previous year.
We incurred a Profit Before Tax of Rs. 7.13 Crore as compared to Profit before tax of Rs. 0.77
Crore in the previous financial year.
We incurred a Profit After Tax of Rs. 5.41 Crore as compared to Profit After Tax of Rs. 0.029
Crore in the previous financial year.
As you all are aware that your Company is agricultural based Company, so everything we do is to
benefit the farmers and to create a sustainable future for them. They are the backbone of this nation,
that's why they deserve support machinery that will constantly aid and guide them towards better
water management and increasing their crop yields. For which, we constantly Endeavour to find new
technological breakthroughs and work at bridging the gap between our businesses and rural
communities.
We as company always try to cater the demand and to try to meet the growing and changing needs of
agriculture and farm industry with our standard and unique products. Our company has utmost
managerial capacity and experienced staffs who always try to achieve the goals set by the Company.
We believe we have a much longer journey ahead to serve our customers with the best-in-class
products & services which are so essential to the future of mankind and the earth itself.
I take this opportunity to once again thank the Board Members and particularly distinguished
Independent Directors for their continued leadership support to the Company and its employees. I also
thank employees of Company without whose efforts and commitment, the Company could not have
performed well in challenging conditions. I would also like to deeply thank and acknowledge the
continued co-operation, trust and support of various Government/ Regulatory authorities, Company’s
valued customers, suppliers, vendors, investors, bankers and shareholders.
Best Regards,
Sd/-
Mr. Somnath Khanderao Date
Chairman
(DIN: 09843323)
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MANAGING DIRECTOR’S MESSAGE

Dear Shareholders,
It is a matter of pride and pleasure to present a year of growth and

success of R M Drip and Sprinklers Systems Limited. Our
operating revenues for financial year 2023-24 is Rs. 50.27 Crore
as compared to operating revenue of financial year 2022-23 i.e.,
Rs. 10.95 Crore.
We focused on improving the product mix and marketing

Nivrutti Pandurang Kedar initiatives to improve profitable product sales and expanding
Managing Director markets.
We have been very fortunate to have loyal and competent employees, supportive dealers,
understanding suppliers and above all, reliable bankers who back us in all way. With these qualities
blended together, sound management, clear direction and people-oriented approach; we have sailed
through over troubled water without much difficulty.
Before I conclude, I would like to place on record my heartfelt gratitude to all our employees and our
sincere thanks to Bankers, NSE, and all our shareholders and our precious customers who have
extended their valuable support and confidence in the Company.
Looking forward to have a better future ahead with us.
With Warm Regards,

Sd/-
Nivrutti Pandurang Kedar
Managing Director
(DIN: 06980548)
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NOTICE
NOTICE IS HEREBY GIVEN THAT THE 20TH ANNUAL GENERAL MEETING OF THE
MEMBERS OF R M DRIP AND SPRINKLERS SYSTEMS LIMITED FOR THE FINANCIAL
YEAR 2023-2024 WILL BE HELD ON MONDAY, 30TH SEPTEMBER, 2024 AT 12.00 PM
(IST) AT THE REGISTERED OFFICE OF THE COMPANY AT GAT NO. 475, VILLAGE
GONDE, TAL. SINNAR, DIST. NASHIK-422103 TO TRANSACT THE FOLLOWING
BUSINESS:
ORDINARY BUSINESS:
1. Adoption of Audited Financial Statements –

To receive, consider and adopt the Audited Standalone Financial Statements of
the Company for the Financial Year ended 31st March, 2024 together with the
Reports of the Board of Directors and the Auditors thereon;
2. Re-Appointment of Director –
To appoint Director in place of Mr. Somnath Khanderao Date (DIN: 09843323)
who retires by rotation as a Director and being eligible, offers himself for re-
appointment:
“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable
provisions of the Companies Act, 2013 (including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force) Mr. Somnath Khanderao Date (DIN:
09843323) who retires by rotation as a Director at this AGM, be and is hereby re-
appointed as a Director of the Company liable to retire by rotation.”
SPECIAL BUSINESS:
3. Appointment of M/s Bilimoria Mehta & Co. as the Statutory Auditors of the
Company to fill the casual vacancy caused by resignation of M/s MASD & Co.
LLP, till the conclusion of the Annual General Meeting:
To consider and, if thought fit, to pass, with or without modification(s), the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139,141 & 142 and other
applicable provisions, if any, of the Companies Act, 2013 read with rules framed
thereunder and SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 as amended from time to time (including any statutory
modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being
in force), and in accordance with the provisions stipulated by SEBI vide its circular
no. CIR/CFD/CMD1/114/2019 dated October 18, 2019 and on the
recommendations of the Audit Committee and the Board of Directors of the
Company, approval of the members of the Company be and is hereby accorded for
appointment of M/s Bilimoria Mehta & Co., Chartered Accountants [having Firm
Registration Number 101490W with the Institute of Chartered Accountants of India
(ICAI)] as Statutory Auditors of the Company to fill the casual vacancy caused by the
resignation of M/s MASD & Co. LLP, Chartered Accountants [having Firm
Registration Number 146249W with the Institute of Chartered Accountants of India
(ICAI)] with effect from 31st August, 2024, to hold office as the Statutory Auditors of
the Company from 6th September, 2024 till the conclusion of the ensuing Annual
General Meeting of Company.”
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“RESOLVED FURTHER THAT the Board of Directors of the Company be and is

hereby authorized to finalize their terms of engagement according to the scope of
their services as Statutory Auditors and other permissible assignments, if any,
including Audit Fee, Certification Fee, Tax Audit Fee (excluding GST) plus
reimbursement of out of pocket expenses, etc., in line with prevailing rules and
regulations made in this regard including their terms of appointment as per the
provisions of Clause 6(A) and 6(B) of SEBI Circular No. CIR/CFD/ CMD1/114/2019
dated October 18, 2019.”
“RESOLVED FURTHER THAT the Board of Directors, Chief Financial Officer and
the Company Secretary be and are hereby severally authorized to do all such acts,
deeds, matters and things as may be considered necessary, desirable or expedient to
give effect to this resolution including filing of necessary forms with the concerned
office of the Registrar of Companies, as may be required and to comply with all other
requirements in this regard.”
4. Appointment of M/s Bilimoria Mehta & Co. as Statutory Auditors of the

Company:
To consider and, if thought fit, to pass, with or without modification(s), the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other
applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit
and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment(s)
thereof for the time being in force] and pursuant to the recommendations of the Audit
Committee and the Board of Directors of the Company, M/s Bilimoria Mehta & Co.,
Chartered Accountants [having Firm Registration Number 101490W with the
Institute of Chartered Accountants of India (ICAI)]be and is hereby appointed as
Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive
years from the conclusion of this 20th Annual General Meeting till the conclusion of
25th Annual General Meeting to be held In the calendar year 2029, on payment of
such remuneration and reimbursement of expenses, as may be mutually agreed
between the Company and the said statutory auditors, and as may be further
approved by the Board of Directors on the recommendations of the Audit Committee
of the Board from time to time, with power to the Board of Directors, to alter and vary
the terms and conditions of appointment, etc., in such manner and to such extent
as may be mutually agreed with the Statutory Auditors.”
“RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing
resolution, the Board of Directors (which term shall be deemed to include any
Committee of the Board authorised in this behalf), be and is hereby authorised to do
all such acts, deeds, and things, as it may in its absolute discretion deem necessary,
proper or desirable in this regard.
For and behalf of R M Drip and Sprinklers Systems Limited

Sd/-
Somnath Khanderao Date
Chairman & Director
DIN 09843323
Place: Nashik
Date: 6th September, 2024
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NOTES
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY
TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A
MEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE
COMPANY NOT LATER THAN FORTY-EIGHT (48) HOURS BEFORE THE MEETING
Proxies submitted on behalf of limited companies, societies, etc., must be supported

by appropriate resolutions/authority, as applicable.
A person can act as proxy on behalf of Members not exceeding Fifty (50) and holding
in the aggregate not more than 10% of the total share capital of the Company. In
case a proxy is proposed to be appointed by a Member holding more than 10% of the
total share capital of the Company carrying voting rights, then such proxy shall not
act as a proxy for any other person or shareholder.
2. Members are requested to bring their attendance slips duly completed and signed
mentioning therein details of their DP ID and Client ID/ Folio No.
3. In case of joint holders attending the Meeting, only such joint holder who is higher
in the order of names will be entitled to vote at the Meeting.
4. Relevant documents referred to in the accompanying Notice and in the Explanatory

Statements are open for inspection by the Members at its registered office of the
Company between 10:00 a.m. to 1:00 p.m. on all working days (except Saturday,
Sundays and Public holidays) up to the date of the Annual General Meeting.
5. In line with the MCA General Circular No. 20/2020 dated 5/5/2020, General
Circular No. 02/2021 dated 13/1/2021, General Circular No 02/2022 dated
5/5/2022 and General Circular No. 10/2022 dated 28/12/2022 read with SEBI
Circular no. SEBI/HO/CFD/CMDI1/CIR/P/2020/79 dated 12/5/2020, SEBI
Circular no. SEBI/HO/CFD/CMD 2/CIR/P/2021/11 dated 15/1/2021, SEBI
Circular no. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13/5/2022 and SEBI
Circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 05/01/2023, Notice of the
AGM along with the Annual Report for financial year 2023-2024 is being sent only
through electronic mode to those Members whose e-mail addresses are registered
with the Company/Depositories, unless any Member has requested for a physical
copy of the same.
6. The Notice convening the 20th AGM and the Annual Report for financial year 20223-
2024 has been uploaded on the website of the Company i.e.,
https://www.rmdrip.com and may also be accessed on the websites of the Stock
Exchanges i.e., NSE Limited www.nseindia.com.
7. 7. Details of Directors seeking Appointment / Re-appointment at the 20 th Annual

General Meeting pursuant to 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard- 2 on General Meetings
are as under:
Name Mr. Somnath Khanderao Date

Brief Profile Mr. Somnath Khanderao Date is a Non-
Executive Director. He is a Engineering
Graduate from Poona University,
Maharashtra. He Has over 30 years of
experience in industrial sector, Worked with
Kirloskar’s and American MNCs, Handled
various Engineering project and energy
portfolio, He has been instrumental in
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effective changes, implementing systems and

production automation and facilities, Having
own Proprietary firm supplying the auto parts
to Various industries, Develop and implement
best practices in operations, Lead auditor in
EMS, Experience in Auto components
manufacturing line various projects..
Director Identification Number (DIN) 09843323
Date of Birth (DD/MM/YYYY) 01/06/1967
Age (in years) 57 years
Nationality Indian
Date of original appointment 04/01/2023
Percentage of Shareholding in the 0.01%
Company
Qualification Engineering Graduate from Poona University,
Maharashtra.
Nature of expertise in specific functional He has been on the Board of our Company
areas since January 04, 2023. He looks after the
production activities of the Company.
Number of Equity Shares held in the 2,000
Company
Number of Board Meetings attended 12
during the Financial Year 2023-2024
Directorships held in other Companies NA
(*)
Memberships of Committees in other None
Companies (*)
Names of the Listed Entities from which None
the appointee has resigned in the past
three years
Relationships between Directors of the NA
Company inter-se or with Key
Managerial Personnel
Terms and conditions of appointment / NA
re-appointment along with details of
remuneration sought to be paid and
remuneration last drawn by such person
8. Members are requested to intimate changes, if any, pertaining to their name, postal
address, e-mail address, telephone/mobile numbers, PAN, mandates, nominations,
power of attorney, bank account (such as name of the bank and branch details, bank
account number, MICR code, IFSC code, etc.
- For shares held in electronic form: to their Depository Participants (DPs)
- For shares held in physical form: to the Company/Registrar and Transfer Agent in
prescribed Form ISR-1 along with relevant proofs and other forms pursuant to SEBI
Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November
3, 2021.
9. Members are further requested to note that non-availability of correct bank account
details such as MICR(<Magnetic Ink Character Recognition=), IFSC (<Indian
Financial System Code=) etc., which are required for making electronic payment will
lead to rejection/failure of electronic payment instructions by the bank in which
case, the Company or RTA will use physical payment instruments for making
payment(s) to the Members with available bank account details of the Members.
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10. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_
RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies
to issue securities in dematerialized form only while processing service requests viz.
Issue of duplicate securities certificate; claim from unclaimed suspense account;
renewal/ exchange of securities certificate; endorsement; sub-division/splitting of
securities certificate; consolidation of securities certificates/ folios; transmission and
transposition.
11. Accordingly, Members are requested to make service requests by submitting a duly
filled and signed Form ISR-4, the format of which is available on the website of the
Company’s RTA at www.bigshareonline.com. It may be noted that any service request
can be processed only after the folio is KYC Compliant.
12. SEBI vide its Circular dated January 25, 2022 has mandated that all requests for
transfer of securities including transmission and transposition requests shall be
processed only in dematerialized form. In view of the same and to eliminate all risks
associated with physical shares and avail various benefits of dematerialization,
Members are advised to dematerialize the shares held by them in physical form.
Members can contact the Company or RTA, for assistance in this regard.
13. Members holding shares in physical form, in identical order of names, in more than
one folio are requested to send to the Company or RTA, the details of such folios
together with the share certificates along with the requisite KYC Documents for
consolidating their holdings in one folio. Requests for consolidation of share
certificates shall be processed in dematerialized form.
14. As per the provisions of Section 72 of the Act and aforesaid SEBI Circulars, the
facility for making nomination is available for the Members in respect of the shares
held by them in physical mode. Members who have not yet registered their
nomination are requested to register the same by submitting Form No. SH-13 with
RTA.
15. Further members holding physical shares are informed that they can opt out of
nomination or cancel the existing nomination by filing following form with RTA:
a) Form ISR 3 3: For opting out of nomination by shareholder(s)
b) Form SH - 14: For cancellation or variation to the existing nomination of the

shareholder(s)
16. Any query relating to financial statements must be sent to the company’s Registered
Office at least seven days before the date of the Meeting.
17. A Route Map along with Prominent Landmark for easy location to reach the venue of
Annual General Meeting is annexed with the notice of Annual General Meeting.
18. The Register of Members and the Share Transfer Books of the Company will be closed
from 24th September, 2024 to 30th September, 2024 (both days inclusive).
19. Pursuant to the provisions of Section 124 of the Act, dividend which remains unpaid
or unclaimed for a period of seven (7) consecutive years from the date of its transfer
to unpaid dividend account, is required to be transferred by the Company to Investor
Education and Protection Fund (<IEPF=), established by the Central Government
under the provisions of Section 125 of the Act, not applicable during the current
financial year. Shareholders who have not encashed the dividend so far are requested
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to write to the Company/RTA, accordingly arrangement shall be made to release the

unclaimed dividend amount.
20. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule
20 of the Companies (Management and Administration) Rules, 2014, and Regulation
44 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations, 2015
executed by the company with the Stock Exchange, the company is pleased to
provide members the facility to exercise their right to vote at the Annual General
Meeting (AGM) by electronic means and the business may be transacted through e-
voting services provided by Bigshare Services Pvt. Ltd..
21. During the e-voting period, members of the company holding shares either in
physical form or dematerialized form, as on the cut-off date i.e. Monday, 23rd
September, 2024 may cast their votes electronically.
22. A person, whose name is recorded in the register of members or in the register of
beneficial owners maintained by the depositories as on the cut-off date, shall be
entitled to avail the facility of remote evoting as well as voting at the AGM through
ballot paper.
23. Any person, who acquires shares of the Company and become member of the
Company after dispatch of the notice and holding shares as of the cut-off date i.e.
Monday, 23rd September, 2024, may obtain the login ID and password by sending a
request to https://ivote.bigshareonline.com.
24. The facility for voting through ballot paper shall be made available at the AGM and
the members attending the meeting who have not cast their vote by remote e-voting
shall be able to exercise their right at the meeting through ballot paper.
25. Once the vote on a resolution is cast by a shareholder, the shareholder shall not be
allowed to change it subsequently.
26. Member may participate in the AGM even after exercising his right to vote through
remote e-voting but shall not be allowed to vote again at the AGM.
27. The said Notice sent to the Members will also be available on the Company’s website
https://www.rmdrip.com/investors.html and on the website of the Stock Exchanges
i.e. NSE Limited https://www.nseindia.com/ and on the website of Bigshare
https://ivote.bigshareonline.com.
28. CS Nuren Lodaya (Membership No. ACS 60128/ CP No. 24248) of M/s. Nuren Lodaya
& Associates Practicing Company Secretary has been appointed by the Board of
Directors of the Company as Scrutinizer for scrutinizing the remote e-voting process
as well as voting at the AGM, in a fair and transparent manner.
29. The Scrutinizer shall, immediately after the conclusion of voting at the AGM first
count the votes cast at the Meeting, thereafter unblock the votes cast through remote
e-voting in the presence of at least two witnesses not in the employment of the
Company and make not later than two days of conclusion of the Meeting a
consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, to
the Chairman or a person authorized by him in writing who shall countersign the
same.
30. The results declared along with the Scrutinizer’s Report shall be placed on the
Company’s website https://www.rmdrip.com/investors.html and on the website of
the Stock Exchanges i.e. NSE Limited https://www.nseindia.com/ and on the
website of Bigshare https://ivote.bigshareonline.com within two (2) days of passing
of the resolution at the AGM of the Company.
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31. The resolutions shall be deemed to be passed on the date of the AGM, subject to
receipt of sufficient votes through a compilation of Voting results (i.e. remote e-Voting
and the voting held at the AGM).
BIGSHARE I-VOTE E-VOTING SYSTEM
THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

i. The vo ng period begins on 26th September, 2024 and ends on 29th September, 2024.
During this period shareholders’ of the Company, holding shares either in physical form
or in dematerialized form, as on the cut-off date (record date) of 23rd September, 2024
may cast their vote electronically. The e-vo ng module shall be disabled by Bigshare for
vo ng therea er.
ii. Shareholders who have already voted prior to the mee ng date would not be en tled to
vote at the mee ng venue.
iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020,

under Regula on 44 of Securi es and Exchange Board of India (Lis ng Obliga ons and
Disclosure Requirements) Regula ons, 2015, listed en es are required to provide
remote e-vo ng facility to its shareholders, in respect of all shareholders’ resolu ons.
However, it has been observed that the par cipa on by the public non-ins tu onal
shareholders/retail shareholders is at a negligible level.
Currently, there are mul ple e-vo ng service providers (ESPs) providing e-vo ng facility
to listed en es in India. This necessitates registra on on various ESPs and maintenance
of mul ple user IDs and passwords by the shareholders.
In order to increase the efficiency of the vo ng process, pursuant to a public consulta on,
it has been decided to enable e-vo ng to all the demat account holders, by way of a
single login creden al, through their demat accounts/ websites of Depositories/
Depository Par cipants. Demat account holders would be able to cast their vote without
having to register again with the ESPs, thereby, not only facilita ng seamless
authen ca on but also enhancing ease and convenience of par cipa ng in e-vo ng
process.
iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9,

2020 on e-Vo ng facility provided by Listed Companies, Individual shareholders holding
securi es in demat mode are allowed to vote through their demat account maintained
with Depositories and Depository Par cipants. Shareholders are advised to update their
mobile number and email Id in their demat accounts in order to access e-Vo ng facility.
1. Pursuant to above said SEBI Circular, Login method for e-Vo ng for Individual
shareholders holding securi es in Demat mode is given below:
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Type of Login Method

shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can login through
their exis ng user id and password. Op on will be made available to reach
Individual
e-Vo ng page without any further authen ca on. The URL for users to
Shareholders
holding login to Easi/Easiest is
securi es in h ps://web.cdslindia.com/myeasitoken/home/login or visit CDSL website
Demat mode www.cdslindia.com and click on login icon & New System Myeasi Tab and
with CDSL then use your exis ng my easi username & password.
2) A er successful login the Easi / Easiest user will be able to see the e-Vo ng
op on for eligible companies where the evo ng is in progress as per the
informa on provided by company. On clicking the evo ng op on, the user
will be able to see e-Vo ng page of BIGSHARE the e-Vo ng service
provider and you will be re-directed to i-Vote website for cas ng your vote
during the remote e-Vo ng period. Addi onally, there is also links
provided to access the system of all e-Vo ng Service Providers i.e.
BIGSHARE, so that the user can visit the e-Vo ng service providers’
website directly.
3) If the user is not registered for Easi/Easiest, op on to register is available

at h ps://web.cdslindia.com/myeasitoken/Registra on/EasiRegistra on
4) Alterna vely, the user can directly access e-Vo ng page by providing
Demat Account Number and PAN No. from a link
h ps://evo ng.cdslindia.com/Evo ng/Evo ngLogin The system will
authen cate the user by sending OTP on registered Mobile & Email as
recorded in the Demat Account. A er successful authen ca on, user will
be able to see the e-Vo ng op on where the evo ng is in progress, and
also able to directly access the system of all e-Vo ng Service Providers.
Click on BIGSHARE and you will be re-directed to i-Vote website for cas ng
your vote during the remote e-vo ng period.
1) If you are already registered for NSDL IDeAS facility, please visit the e-
Services website of NSDL. Open web browser by typing the following URL:
Individual
h ps://eservices.nsdl.com either on a Personal Computer or on a mobile.
Shareholders
holding Once the home page of e-Services is launched, click on the “Beneficial
securi es in Owner” icon under “Login” which is available under ‘IDeAS’ sec on. A new
demat mode screen will open. You will have to enter your User ID and Password. A er
with NSDL successful authen ca on, you will be able to see e-Vo ng services. Click
on “Access to e-Vo ng” under e-Vo ng services and you will be able to see
e-Vo ng page. Click on company name or e-Vo ng service provider name
14 | P a g e
BIGSHARE and you will be re-directed to i-Vote website for cas ng your
vote during the remote e-Vo ng period.
2) If the user is not registered for IDeAS e-Services, op on to register is
available at h ps://eservices.nsdl.com. Select “Register Online for IDeAS
“Portal or click at
h ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Vo ng website of NSDL. Open web browser by typing the
following URL: h ps://www.evo ng.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Vo ng system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ sec on. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold with
NSDL), Password/OTP and a Verifica on Code as shown on the screen.
A er successful authen ca on, you will be redirected to NSDL Depository
site wherein you can see e-Vo ng page. Click on company name or e-
Vo ng service provider name BIGSHARE and you will be redirected to i-
Vote website for cas ng your vote during the remote e-Vo ng period.
Individual You can also login using the login creden als of your demat account
Shareholders through your Depository Par cipant registered with NSDL/CDSL for e-
(holding Vo ng facility. A er Successful login, you will be able to see e-Vo ng
securi es in op on. Once you click on e-Vo ng op on, you will be redirected to
demat mode) NSDL/CDSL Depository site a er successful authen ca on, wherein you
login through can see e-Vo ng feature. Click on company name or e-Vo ng service
their provider name and you will be redirected to e-Vo ng service provider
Depository website for cas ng your vote during the remote e-Vo ng period.
Par cipants
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget
User ID and Forget Password op on available at abovemen oned website.
Helpdesk for Individual Shareholders holding securi es in demat mode for any technical issues
related to login through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders holding securi es in Demat

mode with CDSL Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] or contact at toll
free No. 1800 22 55 33.
15 | P a g e
Individual Shareholders holding securi es in Demat Members facing any technical issue in login can
mode with NSDL contact NSDL helpdesk by sending a request at
evo [email protected] or call at 022- 48867000.
2. Login method for e-Vo ng for shareholder other than individual shareholders
holding shares in Demat mode & physical mode is given below:
 You are requested to launch the URL on internet browser: h ps://ivote.bigshareonline.com
 Click on “LOGIN” bu on under the ‘INVESTOR LOGIN’ sec on to Login on E-Vo ng Pla orm.
 Please enter you ‘USER ID’ (User id descrip on is given below) and ‘PASSWORD’ which is
shared separately on you register email id.
o Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as
user id.
o Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed
by 8 Digit Client ID as user id.
o Shareholders holding shares in physical form should enter Event No + Folio Number
registered with the Company as user id.
Note If you have not received any user id or password please email from your registered email id or
contact i-vote helpdesk team. (Email id and contact number are men oned in helpdesk sec on).
 Click on I AM NOT A ROBOT (CAPTCHA) op on and login.
NOTE: If Shareholders are holding shares in demat form and have registered on to e-Vo ng system of
h ps://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their
exis ng user id and password to login.
 If you have forgo en the password: Click on ‘LOGIN’ under ‘INVESTOR LOGIN’ tab and then
Click on ‘Forgot your password?
 Enter “User ID” and “Registered email ID” Click on I AM NOT A ROBOT (CAPTCHA) op on
and click on ‘Reset’.
(In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).
Vo ng method for shareholders on i-Vote E-vo ng portal:
 A er successful login, Bigshare E-vo ng system page will appear.

 Click on “VIEW EVENT DETAILS (CURRENT)” under ‘EVENTS’ op on on investor portal.
 Select event for which you are desire to vote under the dropdown op on.
 Click on “VOTE NOW” op on which is appearing on the right hand side top corner of the
page.
 Cast your vote by selec ng an appropriate op on “IN FAVOUR”, “NOT IN FAVOUR” or
“ABSTAIN” and click on “SUBMIT VOTE”. A confirma on box will be displayed. Click “OK” to
16 | P a g e
confirm, else “CANCEL” to modify. Once you confirm, you will not be allowed to modify your
vote.
 Once you confirm the vote you will receive confirma on message on display screen and also
you will receive an email on your registered email id. During the vo ng period, members can
login any number of mes ll they have voted on the resolu on(s). Once vote on a resolu on
is casted, it cannot be changed subsequently.
 Shareholder can “CHANGE PASSWORD” or “VIEW/UPDATE PROFILE” under “PROFILE”
op on on investor portal.
3. Custodian registra on process for i-Vote E-Vo ng Website:
 You are requested to launch the URL on internet browser: h ps://ivote.bigshareonline.com

 Click on “REGISTER” under “CUSTODIAN LOGIN”, to register yourself on Bigshare i-Vote e-
Vo ng Pla orm.
 Enter all required details and submit.
 A er Successful registra on, message will be displayed with “User id and password will be
sent via email on your registered email id”.
NOTE: If Custodian have registered on to e-Vo ng system of h ps://ivote.bigshareonline.com and/or voted on
an earlier event of any company then they can use their exis ng user id and password to login.
 If you have forgo en the password: Click on ‘LOGIN’ under ‘CUSTODIAN LOGIN’ tab and
further Click on ‘Forgot your password?
 Enter “User ID” and “Registered email ID” Click on I AM NOT A ROBOT (CAPTCHA) op on
and click on ‘RESET.
(In case a custodian is having valid email address, Password will be sent to his / her registered e-mail
address).
Vo ng method for Custodian on i-Vote E-vo ng portal:
 A er successful login, Bigshare E-vo ng system page will appear.
Investor Mapping:
 First you need to map the investor with your user ID under “DOCUMENTS” op on on
custodian portal.
o Click on “DOCUMENT TYPE” dropdown op on and select document type power of
a orney (POA).
o Click on upload document “CHOOSE FILE” and upload power of a orney (POA) or
board resolu on for respec ve investor and click on “UPLOAD”.
Note: The power of a orney (POA) or board resolu on has to be named as the “InvestorID.pdf”
(Men on Demat account number as Investor ID.)
o Your investor is now mapped and you can check the file status on display.
Investor vote File Upload:
17 | P a g e
 To cast your vote select “VOTE FILE UPLOAD” op on from le hand side menu on custodian
portal.
 Select the Event under dropdown op on.
 Download sample vo ng file and enter relevant details as required and upload the same file
under upload document op on by clicking on “UPLOAD”. Confirma on message will be
displayed on the screen and also you can check the file status on display (Once vote on a
resolu on is casted, it cannot be changed subsequently).
 Custodian can “CHANGE PASSWORD” or “VIEW/UPDATE PROFILE” under “PROFILE” op on
on custodian portal.
Helpdesk for queries regarding e-vo ng:
Login type Helpdesk details
Shareholder‘s other than individual shareholders In case shareholders/ investor have any queries regarding E-
holding shares in Demat mode & Physical mode. voting, you may refer the Frequently Asked Questions
(‘FAQs’) and i-Vote e-Voting module available at
https://ivote.bigshareonline.com, under download section or
you can email us to [email protected] or call us at:
1800 22 54 22, 022-62638338

Sd/-
Chairman & Director
DIN 09843323
Place: Nashik
18 | P a g e
DETAILS OF DIRECTORS RETIRING BY ROTATION AND SEEKING RE-APPOINTMENT

AT THE ANNUAL GENERAL MEETING
Name Mr. Somnath Khanderao Date
Brief Profile Mr. Somnath Khanderao Date is a Non-
Executive Director. He is a Engineering
Graduate from Poona University,
Maharashtra. He Has over 30 years of
experience in industrial sector, Worked with
Kirloskar’s and American MNCs, Handled
various Engineering project and energy
portfolio, He has been instrumental in
effective changes, implementing systems and
production automation and facilities, Having
own Proprietary firm supplying the auto parts
to Various industries, Develop and implement
best practices in operations, Lead auditor in
EMS, Experience in Auto components
manufacturing line various projects..
Director Identification Number (DIN) 09843323
Date of Birth (DD/MM/YYYY) 01/06/1967
Age (in years) 57 years
Nationality Indian
Date of original appointment 04/01/2023
Percentage of Shareholding in the 0.01%
Company
Qualification Engineering Graduate from Poona University,
Maharashtra.
Nature of expertise in specific functional He has been on the Board of our Company
areas since January 04, 2023. He looks after the
production activities of the Company.
Number of Equity Shares held in the 2,000
Company
Number of Board Meetings attended 12
during the Financial Year 2023-2024
Directorships held in other Companies NA
(*)
Memberships of Committees in other None
Companies (*)
Names of the Listed Entities from which None
the appointee has resigned in the past
three years
Relationships between Directors of the NA
Company inter-se or with Key
Terms and conditions of appointment / NA
re-appointment along with details of
remuneration sought to be paid and
remuneration last drawn by such person
Sd/-
Chairman & Director
DIN 09843323
Place: Nashik
19 | P a g e
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES

ACT, 2013.
Item Number 3 & 4:

M/s MASD & CO LLP, (Firm Registration No. 146249W), have tendered their resignation
from the position of Statutory Auditors of the Company and hence resulted into a casual
vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8)
of the Companies Act, 2013.
Casual vacancy caused by the resignation of auditor can be filled by the shareholders in
General Meeting within three months from the date of recommendation of the Board of
Directors of the Company.
The Board of Directors of the Company, on recommendations of the Audit Committee, at its
meeting held on 6th September, 2024 approved the appointment of M/s Bilimoria Mehta &
Co. Chartered Accountants, (Firm Registration No. 101490W) as the Statutory Auditors of
the Company to fill the casual vacancy caused by the resignation of M/s MASD & CO LLP,
Chartered Accountants subject to approval of shareholders.
M/s Bilimoria Mehta & Co., Chartered Accountants shall hold the office of the Statutory
Auditors of the Company until the conclusion of the Annual General Meeting.
Further, on recommendations of the Audit Committee, the Board of Directors have proposed
the appointment of M/s Bilimoria Mehta & Co., Chartered Accountants having FRN
101490W as “Statutory Auditors” of the Company for a term of 5 years, subject to approval
of shareholders in the Annual General Meeting and to hold office the conclusion of 25th
Annual General Meeting to be held in the calendar year 2029.
M/s Bilimoria Mehta & Co. Chartered Accountants have conveyed their consent to be
appointed as the Statutory Auditors of the Company along with a confirmation that, their
appointment, if made by the members, would be within the limits prescribed under the
Companies Act, 2013.
Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and
approval of members.
None of the Directors, Key Managerial Persons of their relatives, in any way, concerned or
interested in the resolution as mentioned in Item Number 3 & 4.
20 | P a g e
DIRECTOR’S REPORT
To,
The Members of,
R M Drip and Sprinklers Systems Limited
Your directors have pleasure in presenting 20th (Twentieth) Annual Report together with
Audited Financial Statements and the Auditor’s Report on financial statements of the
Company for the financial year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS:
The following are the financial results of the Company for the year ended 31 st March, 2024.
Particulars Year Ended on Year Ended on

31st March, 2024 31st March, 2023
(Rs. In Lakhs) (Rs. in Lakhs)
Revenue from Operations 5026.92 1095.41
Other Income 314.69 286.58
Total Revenue 5341.61 1381.99
Less: Expenses 4628.08 1374.25
Profit Before Tax 713.54 7.74
Less: Current Tax (175.49) Nil
Less: Deferred Tax Expenses/(Surplus) 2.99 4.85
Profit for the year 541.03 2.89
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS:

The Key highlights pertaining to the business of the Company for the year 2023-2024 and
period subsequent there to have been given hereunder:
The total revenue of the Company during the financial year 2023-2024 was Rs. 1381.99
Lakhs against the total revenue of Rs. 1381.99 Lakhs of previous financial year 2022-2023.
The total expenses of the Company during the financial year 2023-2024 was Rs. 5341.61
Lakhs against the expenses of Rs. 1914.04 Lakhs of the previous financial year 2022-2023.
During the F.Y. 2023-2024, your Company has incurred a profit of Rs. 713.54 Lakhs as
compared to the profit of Rs. 7.74 Lakhs of the previous financial year 2022-2023.
3. DIVIDEND:
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 31st March, 2024.
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:
21 | P a g e
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 Arm's length basis and in the ordinary course of
business.
The disclosure of particulars of contracts/arrangements entered into by the Company with
the Related Parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013
is not applicable to the Company.
10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND

PROTECTION FUND (IEPF):
The provisions of section 125(2) of the companies act, 2013 are not applicable to the
Company as the Company has not declared any dividend and paid the same last year. The
Company does not have any dividend unpaid or unclaimed for the period of seven years,
thus there are no funds which are needed to be transferred to IEPF during the year under
review.
11. COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSE

REMARK OR DISCLAIMER MADE BY THE AUDITORS IN THEIR REPORT:
The Statutory Auditors, Internal Auditor & Secretarial Auditor, have not given any
Qualification, Reservation, Adverse Remark or Disclaimer in their report for the Financial
Year ended on 31st March, 2024.
The Observations made by the Statutory Auditors & Internal Auditor are self-explanatory
and have been dealt with an Independent Auditor's Report and its Annexure forming part of
this Annual Report and hence do not require any further clarification.
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:
22 | P a g e
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: Rs. 105844/-
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 DIN Designation
No.
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
6 Mr. Atharva Nivrutti Kedar 09713023 Non-Executive Director & Chairman
B. Changes in Board of Directors & Key Managerial Personnel during the year under
review:
During the period under review, there has been no change in the Board of Directors & Key
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 re-
appointment. Accordingly: -
In the ensuing Annual General Meeting Mr. Somnath Khanderao Date (DIN: 09843323),
director of the Company liable to retire by rotation and being eligible offers himself for re-
appointment.
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 Company’s business and policy decisions are considered by the Board of Directors,
for appointment, as an Independent Director on the Board. The Board of Directors inter alia
23 | P a g e
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 Company’s Policy for Selection of Directors and determining Directors’
independence.
E. NUMBER OF BOARD MEETINGS:

During the year under review there were 12 (Twelve) 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. Date of Total number of directors on No. of Directors % of

No. meeting the date of meeting attended Attendance
1 03/04/2023 5 5 100%
2 13/04/2023 5 5 100%
3 29/04/2023 5 5 100%
4 27/05/2023 5 4 80%
5 27/07/2023 5 5 100%
6 21/08/2023 5 5 100%
7 29/08/2023 5 5 100%
8 07/09/2023 5 5 100%
9 10/11/2023 5 5 100%
10 12/12/2023 5 5 100%
11 29/02/2024 5 5 100%
12 27/03/2024 5 5 100%
During the year under review, Independent Directors Meeting was held on 29th February,
2024 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. 26.50 Crore to Rs. 31.50 Crore w.e.f. 30th September, 2024 and Paid-up share
Capital was increased from Rs. 10.29 Crore to Rs. 15.07 Crore w.e.f. 29th April, 2023.
17. SHARES:
Rights Issue:
The Company has proposed Right Issue in the Board Meeting held on 27th March, 2024.
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;
24 | P a g e
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 31st March, 2024 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
29/08/20 07/09/20 10/11/20
27/05/2023
23 23 23
Mr. Mayur Bhatt Yes Yes Yes Yes
Independent
Member & Member & Member & Member &
Director
Chairman Chairman Chairman Chairman
Mr. Hiren Independent No Yes Yes Yes
Makwana Director Member Member Member Member
Mrs. Kavita Independent Yes Yes Yes Yes
Ashish Pandare Director Member Member Member Member
Mr. Somnath Non- Yes Yes Yes Yes
Khanderao Date Executive
Non-
Independent Member Member Member Member
Director
The term of reference of Audit Committee is as below:
1. Oversight of the Company's 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:
25 | P a g e
i. Matters required to be included in the Director's Responsibility Statement to be

included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of
the Companies Act, 2013;
ii. Changes, if any, in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment by
management;
iv. 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 auditor’s 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
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01/04/2023 27/05/2023
Yes Yes
Mr. Mayur Bhatt Independent Director Member & Member &
Chairman Chairman
Yes No
Mr. Hiren Makwana Independent Director
Member Member
Yes Yes
Mrs. Kavita Ashish Pandare Independent Director
Member Member
Non-Executive Non- Yes Yes

Mr. Somnath Khanderao Date
Independent Director
Member Member
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: -

Attendance at the Committee
Name Designation Meetings held on
27/05/2023 10/11/2023
Yes Yes
Independent
Mr. Mayur Bhatt Chairman & Chairman &
Director
Member Member
No Yes
Mr. Hiren Makwana Director
Member Member
Independent Yes Yes
Mrs. Kavita Ashish Pandare
Director Member Member
Non-Executive Non- Yes Yes
Mr. Somnath Khanderao Date Independent
Director Member Member
Yes Yes
Mr. Nivrutti Pandurang Kedar Managing Director
Member Member
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;
27 | P a g e
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 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, 2024, 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, 2024;
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 MASD & Co. LLP, 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.
28 | P a g e
The Board of Directors in their meeting held on 6th September, 2024, on the
recommendations of the Audit Committee, have considered and approved the appointment
of M/s Bilimoria Mehta & Co., Chartered Accountants having FRN 101490W as “Statutory
Auditors” of the Company to fill the casual vacancy caused by the resignation of M/s MASD
& Co. LLP, Chartered Accountants, 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 Bilimoria Mehta & Co., Chartered Accountants having FRN
101490W 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 Bhushan Adhatrao
& Co. Chartered Accountants, Mumbai, internal auditor has conducted the Internal Audit
of the Company for F.Y. 2023-2024.
24. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

M/s. Nuren Lodaya & Associates, Company Secretary in Practice, Mumbai, was appointed
to conduct the secretarial audit of the Company for the financial year 2023-2024, pursuant
to provisions of Section 204 of the Companies Act, 2013 along with Rule 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014 and other applicable provisions of
the Act.
The Secretarial Audit Report for the Financial Year ended 31st March 2024, 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 Board’s Report.
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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 Board’s 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 Company's Nomination and Remuneration committee has set up formal mechanism to
evaluate the performance of board of directors as well as that of its committees and
individual directors, including chairman of the board, key managerial personnel / senior
management etc.
The evaluation exercise is being carried out through an evaluation process covering aspects
such as composition of the board, experience, competencies and governing issues etc.
32. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES:
Remuneration Policy which includes the Director's Appointment and Remuneration and
criteria for determining 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 31st March, 2024.
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
30 | P a g e
parameters for protection of environment, safety of operations and health of people at work
are monitored regularly. The Risk Management Policy of the Company is available on the
website of the Company at the link https://www.rmdrip.com/investors.html
37. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations.
The Company’s policy requires conduct of operations in such a manner, so as to ensure
safety of all concerned, compliances of environmental regulations and preservation of
natural resources.
38. VIGIL MACHANISM/ WHISTLE BLOWER:

The Company promotes ethical behaviour in all its business activities and has put in place
a mechanism of reporting illegal or unethical behaviour. The Company has a vigil
mechanism policy wherein the Directors and employees are free to report violations of law,
rules and regulations or unethical conduct, actual or suspected fraud to their immediate
supervisor or provide direct access to the Chairman of the Audit Committee in exceptional
cases or such other persons as may be 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 Company's 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.
31 | P a g e
45. 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 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. 2024-2025 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 1st April, 2023 to 31st March,
2024 is as under:
Complaints Status for the period 01/04/2023 To 31/03/2024
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 18th February 2023 and the members of the
Company at their Extra-Ordinary General Meeting held on 11th March 2023 and pursuant
to In-principle approvals granted by National Stock Exchange of India Limited vide their
letter dated 20th 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;
32 | P a g e
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
Company’s affairs. The Directors also take this opportunity to thank all the stakeholders,
Investors, Clients, Banks, Central & State Governments, Customers, Suppliers, Advisors,
Consultants, Regulatory Authorities and Stock Exchange for their continued support.

Sd/-
Chairman & Director
DIN 09843323
Place: Nashik
33 | P a g e
ANNEXURE I SECRETARIAL AUDIT REPORT
FORM NO. MR-3

SECRETARIAL AUDIT REPORT
For the Financial Year ended 31st March, 2024
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
I have conducted the secretarial audit of the compliance of applicable statutory provisions
and the adherence to good corporate practices by R M DRIP AND SPRINKLERS SYSTEMS
LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts / statutory
compliances and expressing our opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns
filed and other records maintained by the company and also the information provided by
the company, its officers, agents and authorised representatives during the conduct of
secretarial audit and as per the explanations given to us and the representations made by the
Management, I hereby report that in our opinion, the Company has, during the audit period
covering the financial year ended on 31st March 2024 generally complied with the statutory
provisions listed hereunder and also that the Company has proper Board processes and
compliance mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the financial year ended on 31st March 2024 according to the
provisions of:
I. The Companies Act, 2013 (the Act) and the rules made there under to the extent applicable;
II. The Securities Contracts (Regulation) Act, 1956 (“SCRA”) and the Rules made thereunder;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (“SEBI Act”) to the extent applicable to the Company: -
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
34 | P a g e
b. The Securities and Exchange Board of India (Listing Obligations & Disclosure
Requirements) Regulations, 2015;
c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015;
d. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018;
e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993;
d. The Company has complied with the requirements under the Equity Listing Agreements
entered into with NSE Limited.
e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021;
f. The Securities and Exchange Board of India (Issue and Listing of Non Convertible
Securities) Regulations, 2021;
I have also examined compliance with the applicable clauses of the following:
a. Secretarial Standards issued by the Institute of Company Secretaries of India
b. The Listing Agreements entered into by the Company with NSE Limited
During the period under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the observations
noted against each legislation.
I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. There is no Change in the
composition of the Board of Directors that took place during the period under review.
Following are the changes made in the composition of Key Managerial Personnel:
Sr.No. Name Designation Nature of Date of

Change Change
1 Ms. Saloni Vilas Gangwal Resignation 31/03/2023
2 Mrs. Anita Pagare Appointment 03/04/2023
Adequate notice is given to all directors to schedule the Meetings of the Board and
Committees. Except where consent of directors was received for scheduling meeting at a
shorter notice, agenda and detailed notes on agenda were sent at least seven days in
35 | P a g e
advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
All decisions at Board Meetings and Committee Meetings were carried out unanimously as
recorded in the respective minutes of the meetings.
I further report that during the audit period,
The company issued and allotted 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)
The company issued and allotted 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.
We further report that during the audit period:
a) Minutes of Board, Committees of Boards, and General Meetings have been drafted
in due time and signed.
b) The Auditor, M/s Prakash G. Pathak & Company have tendered their resignation
vide resignation letter dated 05th September 2023 informing their inability to
continue as the Statutory Auditors of the Company.
c) M/s MASD & Co. LLP Chartered Accountants was appointed y to fill the casual
vacancy caused by the resignation of M/s Prakash G. Pathak & Company Chartered
Accountants with effect from 07th September 2023.
d) M/s Bhushan Adhatrao & Co., Chartered Accountants was appointed as “Internal
Auditors” of the Company for Financial Year 2023-24.
e) The Company has established a Structured Digital Database (SDD) to maintain
records of unpublished price-sensitive information (UPSI) and persons with whom
such information is shared, in compliance with Regulation 3(5) SEBI (Prohibition of
Insider Trading) Regulations, 2015
f) The Company has instituted a policy for trading window closure during price-
sensitive events, as mandated under Regulation 9 of SEBI (PIT).
For Nuren Lodaya & Associates

Practicing Company Secretary
CS Nuren Lodaya
Proprietor
M.No.60128
PCS No.24248
UDIN: A060128F001095613
Place: Mumbai
Date: 31/08/2024
36 | P a g e
‘ANNEXURE ’
To,
The Members,
1. Maintenance of Secretarial record is the responsibility of the management of the Company.

Our responsibility is to express an opinion on these Secretarial records based on our audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The verification
was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe
that the processes and practices we followed, provide a reasonable basis for our opinion.
3. I have not verified the correctness, appropriateness of financial records and books of
accounts of the Company.
4. The compliance of the provisions of corporate and other applicable laws, rules, regulations,
standards is the responsibility of the management. Our examination was limited to the
verification of procedures on test basis.
5. The Secretarial Audit Report is neither an assurance as to the future viability of the
Company nor of the Company or of the efficacy or effectiveness with which the management
has conducted the affairs of the Company.

CS Nuren Lodaya
Proprietor
M.No.60128
PCS No.24248
UDIN: A060128F001095613
Place: Mumbai
Date: 31/08/2024
37 | P a g e
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members of
R M DRIP AND SPRINKLERS SYSTEMS LIMITED,
GAT NO. 475, VILLAGE GONDE,
TALUKA SINNAR, NASHIK, MAHARASHTRA, INDIA, 422113
I/We have examined the relevant registers, records, forms, returns and disclosures
received from the Directors of R M DRIP AND SPRINKLERS SYSTEMS LIMITED having CIN
L27200MH2004PLC150101 and having registered office at GAT NO. 475, VILLAGE
GONDE, TALUKA SINNAR, NASHIK, MAHARASHTRA, INDIA, 422113 (hereinafter referred
to as ‘the Company’), produced before me by the Company for the purpose of issuing this
Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause
10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
In my/our opinion and to the best of my/our information and according to the verifications
(including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as
considered necessary and explanations furnished to me / us by the Company & its
officers, I hereby certify that none of the Directors on the Board of the Company as stated
below for the Financial Year ending on 31st March, 2024 have been debarred or
disqualified from being appointed or continuing as Directors of companies by the
Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other
Statutory Authority.
Sr. No DIN/PAN Name Designation Date of

Appointment
1 06980548 NIVRUTTI PANDURANG KEDAR Managing 25/09/2014
Director
2 09843323 SOMNATH KHANDERAO DATE Director 04/01/2023
3 08715614 MAYUR BHATT Director 18/02/2023
4 10048026 HIREN SURENDRA MAKWANA Director 18/02/2023
5 09109027 KAVITA ASHISH PANDARE Director 11/03/2023
Ensuring the eligibility of for the appointment / continuity of every Director on the Board
is the responsibility of the management of the Company. Our responsibility is to express
an opinion on these based on our verification. This certificate is neither an assurance as
to the future viability of the Company nor of the efficiency or effectiveness with which the
management has conducted the affairs of the Company.

CS Nuren Lodaya
Proprietor
M.No.60128
Peer Review No. 5666/2024
Place: Mumbai PCS No.24248
Date: 04/09/2024 UDIN: A060128F001129592
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ANNEXURE II-MANAGEMENT DISCUSSION & ANALYSIS REPORT
While walking on the path of sustainable agricultural development it is realised that

availability of water resources is considered as one of toughest hurdle to pass. Due to
uncertainty of rain and increasing pressure of population growth on reservoirs, water
resources are getting dry in shorter time than before. It is peak time realise and understand
the importance of water and uncertain availability of it. Proper distribution of the available
resources and conservative use of the same has become the most important fact to
sustainable development.
The solution lies in implementing the innovative and advance models as contribution to
higher efficiency of water usage. Micro irrigation is proved to be a one such efficient method
which enables better control and monitoring of existing water. Recognizing the importance
of micro irrigation, the current government manifesto has talked about Har Khet Ko Pani.
However, in spite of the efforts made by central and state governments, the adoption of Micro
irrigation by farmers needs more motivation.
MICRO IRRIGATION - A RELIEF FOR DROUGHT PRONE AREAS:

Indian agriculture is mostly dependent on monsoon as source of water for agricultural
activities, but in situations where there is shortage or failure of monsoon in that particular
year it gets disturbed which later results in farmer’s distress and below average crop yields.
Particularly in the drought prone areas/ parts of Maharashtra, Karnataka, Andhra Pradesh,
Odisha, Gujarat, Madhya Pradesh, and Rajasthan among others this affects with much
greater intensity. This makes the states like Maharashtra, Rajasthan, Gujarat, Haryana,
Bihar, Karnataka and Andhra Pradesh high potential states for Micro Irrigation in India.
Hence, Micro irrigation can not only save water but also increases the farmer’s productivity.
COMPANY PROFILE:
R M Drip and Sprinklers Systems Limited designs and manufactures efficient, durable and
simple systems within its factory. The Company also assists the farmers in designing and
installation of its Sprinkler and Drip Irrigations systems according to their needs. The dealer
network expands from Maharashtra, Madhya Pradesh, Gujarat, Karnataka and extended its
market to Uttar Pradesh, Bihar and Jharkhand.
R M Drip and Sprinklers Systems Limited believe on the principle "Born to Serve the Farming
Community". Considering this as motive, employees of the Company are trained and
accustomed to work strategically to improve the quality and maintain the product standards.
Company's world-class testing facility help to improve quality by timely analysis and quick
implementation of its results. The laboratory is well equipped for analysing the various
critical parameters of the product. Company's Quality Assurance department works hand
in hand with the manufacturing team to achieve zero defects in the goods dispatched from
the factory. The Company aims to achieve zero defects in every consignment it ships from
its premises. Like no one else, RM Drip delivers on leading product brands, large scale
operations, and global distribution to the irrigation industry and growing worldwide. The RM
Drip approach combines the industry’s leading irrigation products with the right people.
OUTLOOK ON IRRIGATION SECTOR:

Irrigation sector of India promises a great scope for growth and with no irrigation facilities
is totally dependent on unpredictable monsoons. Proper irrigation facilities will provide food
security, minimise dependence on monsoons, improves agricultural output and create rural
job opportunities. Irrigation is the largest consumer of water in the country.
India’s population is rapidly increasing so there is a need for the production to increase at a
fast clip in order to meet the ever growing demand created with this population increase.
Given this fact that land and water are limited resources, this would require an innovation
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and improvement in the productivity of crops. With the need to increase productivity while
saving water, micro irrigation will play a key role for the future of Indian Agriculture.
OPPORTUNITIES:
Micro irrigation system minimizes the conveyance loss. Also provides significantly higher
water usage efficiency due to proximity and focused application. Efficient water use leads to
multiple benefits such as increase in the area under irrigation as well as more usage of
marginal/unirrigated or cultivable land.
The Company envisaged satisfactory growth over previous years. Government is providing
various subsidies under Pradhan Mantri Krishi Vikas Yojna for Micro Irrigation all over the
country. With over 1 decade’s experience in manufacturing, the Customers are also growing
rapidly. We have always maintained high quality standard and also created a good track
record, at the same time, there is intense price pressure from the competitors and
international financial crisis.
THREATS AND KEY RISKS:

Withdrawal of subsidies for micro irrigation is a key risk that could impact the growth of the
Company. Poor monsoon, seasonality and cyclical nature of agriculture could affect the
Company by having impact on the purchasing power of the farming community.
Micro Irrigation Industry also faces threats such as uneven distribution of rainfall,
competition from unorganized sector, government policies and a constant fluctuation in raw
material prices.
INITIATIVES:
Company is working constantly on improving the product quality, adoption of advanced
technologies and reduction of costs at appropriate level and thereby to supply the efficient,
advance and durable products to the Indian Farming Community helping maximize the
Farming Productivity and Farm produce marketability. New machineries were installed to
provide better result and to cope up with changing requirement of the industry. The
employees at all levels are being made aware of the changing conditions and the challenges
of the open market conditions and to train the personnel to tackle the difficult situations
which will improve the overall technology, productivity, quality and profitability. Also
initiatives were taken by Company to directly connect with farmers and also providing them
quality services and requisite knowledge.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL

PERFORMANCE:
Significant financial highlights in F.Y. 2023-24 are as follows:-
a) Revenue from Operations

During the fiscal 2023-24, the Company has Revenue from Operations of Rs. 50.27 Crore
as compared to the previous year's figure of Rs. 10.95 Crore.
b) Profit Before Tax (PBT)

During the fiscal 2022-23, the Company has incurred a profit of Rs. 713.54 lakhs as
compared to the previous year’s loss of Rs. 7.74 lakh.
c) Profit After Tax (PAT)

During the fiscal 2022-23, the Company has reported a profit of Rs. 541.03 lakhs as
compared to the previous year’s loss of Rs. 2.89 lakh.
INTERNAL CONTROL SYSTEM:

The Company has implemented a proper and adequate system of internal controls, to ensure
the safeguarding of assets and their usage, maintenance of proper records, adequacy and
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reliability of operational information. The internal control is supplemented by an extensive

audit by internal and external audit teams and periodic review by the top management,
Audit Committee and Board of Directors.
HUMAN RESOURCES:
In current competitive economy, the proper utilization of human resources plays a crucial
role. It begins with best practices in recruiting people and moves through learning and
development, engagement, employee feedback and rewards and recognition. Towards this,
your Company took various initiatives and has maintained healthy and harmonious
industrial relations at all levels. The dedication and hard work of production and dynamic
goal oriented team is the key factor to the success of your Company. We believe that hiring
the right personnel and proper retaining has been the key to this success. To keep the
Company and its human resource competitive, we organized various training programs and
experts were engaged to train the employees at various levels. This active process of learning
has allowed employees to enhance their competence and motivation.
FUTURE PLAN:
The main challenge before the Company is Working Capital Management. In order to
overcome this challenge and to ensure robust financial health the Company plans to:
The Company has been registered under Maharashtra Jeevan Pradhikaran and are
planning to manufacture HDPE pipes above 110mm to 300 mm for Jal Jeevan
Scheme. This will led to increase in turnover of the Company.
The Company is sourcing raw material directly from manufacturers to curtain cost
of traders.
The Company is planning to capture the State of Madhya Pradesh, Uttar Pradesh
and Tripura to supply its products.
Marketing team has been increased three times as compared to previous year.
CAUTIONARY NOTE:
This report contains forward-looking statements based on certain assumptions and
expectations of future events. Actual performance, results or achievements and risks and
opportunities may differ from those expressed or implied in any such forward-looking
statements. The Company assumes no responsibility to publicly amend, modify or revise
any forward-looking statements, on the basis of any subsequent developments, information
or events.
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ANNEXURE III-DISCLOSURE ON REMUNERATION OF MANAGERIAL PERSONNEL
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, the
details are as follows:
a) The ratio of the remuneration of each director to the median remuneration of the
employee of the Company for the Financial year:-
Sr. Name of Director / KMP Remunerat % increase in Ratio of
No. ion of the Remuneration of
Director/ remuneration each Director/to
KMP for for median
FY: 2023- FY: 2023- remuneration of
24 Rs ) 2024 Employee
1 Mr. Nivrutti Pandurang Kedar
NIL NIL NIL
(Managing Director)
2 Mr. Somnath Khanderao Date
NIL NIL NIL
(Non-Executive Director)
3 Mr. Tushar Belgaonkar
891512 NIL 15.19:1
(CFO)
9 Ms. Anita Pagare 560867 NIL 2.38:1
Since independent Non-executive Directors received no remuneration except sitting fees for
attending board and committee meetings the required details are not applicable.
b) The percentage increase in remuneration of each Director, Managing Director, Chief

Financial Officer, and the Company Secretary in the Financial Year: As per Point a.
c) The percentage increase in the median remuneration of employee in the Financial
Year: Nil
d) The number of permanent employees on the rolls of the Company as on March 31,
2022: 38 Nos. (Inclusive of KMP)
e) Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial
remuneration:
66 % Increase in overall salary of employees in the F.Y. 2023-24 as compared
to last year.
f) The Company affirms remuneration is as per the remuneration policy of the
Company.
g) Information of employee drawing remuneration of Rs. 1.02 Crs per annum or Rs.
8.50 Lakhs per month for part of the year or more pursuant to Rule 5(2) of Chapter
XII, the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014: NIL
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ANNEXURE IV
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
(Pursuant to Regulation 17 (8) of Listing Obligation and Disclosure Regulation)
To,
The Board of Directors,
Registered Address: Gat No. 475, Village Gonde, Taluka Sinnar Nashik 422113
Maharashtra, India.
Corporate Office: Plot No. 22, Bramhanand, Krushnaban Colony, Sadguru Nagar Road,
Koshiko Nagar, Nashik-422009, Maharashtra, India.
I, Mr. Tushar Madhukar Belgaonkar, Chief Financial Officer of R M Drip and Sprinklers
Systems Limited, to the best of our knowledge and belief, certify that:
a) I have reviewed Financial Statements and the Cash Flow Statement of the Company for
the year ended 31st March 2024 and that to the best of our knowledge and belief:
i. these statements do not contain any materially untrue statement or omit any material fact
or contain statements that might be misleading;
ii. these statements together present a true and fair view of the Company’s affair and are in
compliance with existing Accounting Standards, applicable laws and regulations.
b) To the best of my knowledge and belief, no transactions entered into by the Company
during the year ended 31st March 204 are fraudulent, illegal or violative of the Company’s
code of conduct.
c) I accept responsibility for establishing and maintaining internal controls for financial
reporting and that we have evaluated the effectiveness of internal control systems of the
Company pertaining to financial reporting and have disclosed to the Auditors and the Audit
Committee, deficiencies in the design or operation of such internal controls, if any, of which
that are aware and the steps they have taken or propose to take to rectify these deficiencies.
d) During the year: -

 There have not been any significant changes in internal control over financial
reporting;
 there have not been any significant changes in accounting policies; and
 there have been no instances of significant fraud of which we are aware that involve
management or other employees have significant role in the Company’s internal
control system over financial reporting.
For R M Drip and Sprinklers Systems Limited

Sd/-
Tushar Madhukar Belgaonkar
Chief Financial Officer
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COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

To,
The Board of Directors,
Registered Address: Gat No. 475, Village Gonde, Taluka Sinnar Nashik 422113
Maharashtra, India.
Corporate Office: Plot No. 22, Bramhanand, Krushnaban Colony, Sadguru Nagar Road,
Koshiko Nagar, Nashik-422009, Maharashtra, India.
In accordance with Regulation 17(5)(a) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and
Senior Management Personnel of the Company have confirmed compliance with the Code of
Business Conduct and Ethics for the financial year ended 31st March, 2024.
For R M Drip and Sprinklers Systems Limited

Sd/-
DIN 06980548
Managing Director
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ATTENDENCE SLIP
(to be presented at the entrance)
20TH ANNUAL GENERAL MEETING

ON MONDAY, 30TH DAY OF SEPTEMBER, 2024 AT 12.00 Noon
At Gat No. 475, Village Gonde, Taluka Sinnar, Nashik - 422113, Maharashtra, India
Registered Folio
OR
DP ID & Client ID
( For holders holding
shares in DEMAT/
Electronic Form)
Name and Address of
the Shareholder(s)
Joint Holder 1
Joint Holder 2
I certify that , I am /We are registered shareholder/ proxy for registered shareholder of
the company and hereby record my/our presence at the 20th Annual General Meeting of
the Company held at Gat No. 475, Village Gonde, Taluka Sinnar, Nashik - 422113,
Maharashtra, India, on Monday, the 30th Day of September, 2024 at 12.00 Noon
Member's/Proxy's Signature:_______________
Name of proxy :-
Note:
1. Please fill in the Folio/DP ID/Client ID No., Name and Sign this Attendance Slip and
hand over at the Attendance Verification Counter at the Entrance of the Meeting Hall.
2. Members signature should be in accordance with the specimen signature in the Register
of Members of the Company.
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Form No. MGT-11
Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
CIN L27200MH2004PLC150101
Name of Company R M DRIP AND SPRINKLERS SYSTEMS LIMITED
Registered office Gat No. 475, Village Gonde, Taluka Sinnar, Nashik - 422113,
Maharashtra, India
Name of Member(s)
Residential Address/
Registered Address
E-mail Id
Folio No / Client Id
DP ID
I/We, being the member (s) of ___________ shares of the above named company, hereby appoint
1.
NAME
Address
E-mail Id
Signature
or failing him /her ,

2.
NAME
Address
E-mail Id
Signature
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 20th Annual
General Meeting/ Extraordinary general meeting of the company, to be held on the Monday, 30th Day
of September, 2024 at 12.00 Noon at Gat No. 475, Village Gonde, Taluka Sinnar, Nashik - 422113,
Maharashtra, India and at any adjournment thereof in respect of such resolutions as are indicated
below:
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Ordinary business
Resolutions :-
1. To receive, consider and adopt the Audited Financial Statements of the Company for the
Financial Year ended on 31st March 2024 and the Reports of the Board of Directors and the
Auditors’ thereon.
2. To re-appoint Directors in place of Mr. Somnath Khanderao Date(DIN: 09843323) who retires
by rotation at this Annual General Meeting and, being eligible, offers himself for re-appointment.
3. Appointment of M/s Bilimoria Mehta & Co. as the Statutory Auditors of the Company to fill
the casual vacancy caused by resignation of M/s MASD & Co. LLP, till the conclusion of the
Annual General Meeting.
4. 5Appointment of M/s Bilimoria Mehta & Co. as Statutory Auditors of the Company.
Signed this:- ----------------------------------- Affix

(DD/MM/YYYY)
Revenu
Signature of Shareholder ……………………. e
Stamp
of
Signature of Proxy holder(s)……………………
Note:
1. This form of Proxy in order to be effective should be duly completed and deposited at the
Registered Office of the Company, not less than 48 hours before the commencement of the
Meeting.
2. A person can act as a proxy on behalf of the members not exceeding fifty and holding in the
aggregate not more than 10% of the total share capital of the Company carrying voting rights may
appoint a single person as proxy and such shall not act as proxy for any other person or
shareholder.
3. Appointing a proxy does not prevent a member from attending the meeting in person, if he so
wishes.
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ROUTE MAP OF AGM VENUE & CONTACT INFORMATION
R M Drip & Sprinklers Systems Ltd.

Address Map of Registered office
Landmark :- Malwadi Road.
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ROUTE MAP OF AGM VENUE & CONTACT INFORMATION
Registered Office:
Gat No. 475, Village Gonde,
Taluka Sinnar, Nashik - 422113,
Maharashtra, India
Contact: +91 9226509809
Email:
[email protected]
Web: www.rmdrip.com
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Independent Auditor’s Report
To
The Members
RM Drip and Sprinklers Systems Limited
Report on the Audit of Financial Statements
Opinion
We have audited the accompanying financial statements of RM Drip and Sprinklers

Systems Limited (“the Company”) which comprise the Balance Sheet as at March 31,
2024, the Statement of Profit and Loss, statement of Cash Flows for the year then ended
and notes to the financial statements, including a summary of significant accounting policies
and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid financial statements give the information required by the Act in the manner
so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and
its Profit and cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the financial statements under the provisions of the Companies Act,
2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other
information comprises the information included in the Annual report, but does not include
the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Financial Statements
The financial statements are the responsibility of the Company’s management. The
Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of the financial statements
50 | P a g e
that give a true and fair view of the financial position & financial performance in accordance
with the accounting principles generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance with provisions of the Act for
safeguarding the assets of the company and for preventing and detecting the frauds and
other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent and design, implementation and
maintenance of adequate internal financial controls, that are operating effectively ensuring
the accuracy and completes of the accounting records, relevant to the preparation and
presentation of financial statements that give a true and fair view and are free from material
misstatements whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the

Company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but
to do so.
The board of directors are also responsible for overseeing the Company’s financial reporting
process.
Auditor’s Responsibility for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs specified
under Section 143(10) of the Act, will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
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Materiality is the magnitude of misstatements in the financial statements that, individually

or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies
Act, 2013, we give in the Annexure “A”, a statement on the matters specified in paragraphs
3 and 4 of the Order, to the extent applicable.
Further to our comments in Annexure A, as required by section 143(3) of the Act, based on
our audit, we report, to the extent applicable, that
a. We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purpose of our audit;
b. In our opinion proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss and statement of cash flows
dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
e. On the basis of written representations received from the directors as on March 31,
2024 taken on record by the Board of Directors, none of the directors are disqualified as on
March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting
of the Company and the operating effectiveness of such controls, refer to our separate report
in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditor’s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the
best of our information and according to the explanations given to us:
(i) The Company has no pending litigations hence no impact is disclosed on its financial
position in the financial statements.
(ii) The Company did not have any long-term contracts including derivatives contracts
for which there are any material foreseeable losses as at 31st March 2024.
52 | P a g e
(iii) There were no amounts that were required to be transferred to the Investor Education
and Protection Fund by the Company
(iv) (a) The Management has represented that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other person or entity, including foreign entity
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, whether, directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;
(b) Management has represented, that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been received by the
Company from any person or entity, including foreign entity (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable
and appropriate in the circumstances, nothing has come to our notice that has caused us
to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any material misstatement.
v. The company has not declared or paid any dividend during the period in
contravention of the provisions of section 123 of the Companies Act, 2013.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of
account using accounting software which has a feature of recording audit trail (edit log)
facility is applicable to the Company with effect from April 1, 2023, and accordingly, the
company has maintained books of accounts using accounting software which has feature of
recording audit trail.
vii. With respect to the matter to be included in the Auditors’ Report under section 197(16)
of the Act:
In our opinion and according to the information and explanations given to us, the
remuneration paid by the Company to its directors during the current period is in
accordance with the provisions of section 197 of the Act. The company has passed special
resolution to comply with the provision of the above stated section.
As required by the Companies (Auditor’s Report) Order, 2020 (the “Order”) issued by the
Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a
statement on the matters specified in paragraphs 3 and 4 of the Order.
For MASD & Co. LLP, Chartered Accountants
FRN – 101490W
Aakash Mehta Partner

M. No - 165824
Date –30.05.2024
UDIN-24165824BKBZKT1780
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Annexure “A” to the Independent Audit Report
To the best of our information and according to the explanations provided to us by the
Company and the books of account and records examined by us in the normal course of
audit, we state that:
(i) (a) In respect of the Company’s Property, Plant and Equipment and Intangible Assets:
i.The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property, Plant and Equipment.
ii.The Company has maintained proper records showing full particulars of intangible assets.
(b)The Company has a program of physical verification of Property, Plant and Equipment so
to cover all the assets once in every three years. Property, Plant and Equipment were
physically verified by the Management during the year. According to the information and
explanations given to us, no material discrepancies were noticed on such verification.
(c)The company has the title deeds for all the immovable properties held as disclosed in the
financial statements.
(d)The Company has not revalued any of its Property, Plant and Equipment.
(e)No proceedings have been initiated during the year or are pending against the Company
as at March 31, 2024 for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
ii.(a) The Company has a policy of physical verification of the inventory once in a year and
the procedure adopted in inventory verification was considered appropriate and the
discrepancies if any has been considered in books accordingly.
(b) The Company has been sanctioned working capital limits in excess of ₹ 5 crore, in
aggregate during the year, from banks on the basis of security of current assets. The
company is required to submit the quarterly returns or statements with such banks or
financial institutions and are in agreement with the books of accounts of the company.
iii.(a) The Company has not provided any loans or advances in the nature of loans or stood
guarantee, or provided security to any other entity during the year, and hence reporting
under clause 3(iii)(a) of the Order is not applicable.
(b)The company has not made any investments or granted loans hence reporting under
clause 3(iii)(b) is not applicable.
(c) The company has not granted loans hence reporting under clause 3(iii)(c) is not applicable
(d) As company has not provided loans, hence reporting under clause 3(iii)(d) is not
applicable
(e) On an overall examination of the financial statements of the Company, it has no existing
loans or advance in its books of accounts from any entity or person on account of or to meet
the obligations of its subsidiaries, associates or joint ventures, and hence reporting under
this clause is not applicable.
(f) On an overall examination of the financial statements of the Company, it has not granted
any loans or advances during the year, and hence reporting under this is not applicable.
54 | P a g e
iv. According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the company has complied with Section 185
and 186 of the Companies Act, 2013.
v. The Company has not accepted any deposit or amounts which are deemed to be deposits.
Hence, reporting under clause 3(v) of the Order is not applicable.
vi. The maintenance of cost records has not been specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013 for the business activities carried
out by the Company. Hence, reporting under clause (vi) of the Order is not applicable to the
Company.
vii. In respect of statutory dues:
(a) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, amounts deducted/ accrued in the books of
account in respect of undisputed statutory dues including Goods and Services Tax (‘GST’),
Provident fund, Employees’ State Insurance, Income-tax, Duty of Customs, Cess and other
material statutory dues have not been regularly deposited with the appropriate authorities.
The following are the arrears of the outstanding undisputed statutory dues on the last day
of the financial period for the period of more than six months from the date they became
payable:
(Amount in Rs.)
Name of the Nature of the Amount Forum where dispute
Statute Dues is pending.
Goods & Services Difference between 32,84,928 GST Appellate Tribunal
Tax Act, 2017 E-way and GSTR
3B
(b) According to the information and explanations given to us, there are the material
dues which have not been deposited with the appropriate authorities on account of any
dispute:
(Amount in Rs.)
Name of the Nature of the Amount Forum where dispute
Statute Dues is pending.
Goods & Services Demand as per 1,10,99,772 GST Appellate Tribunal
Tax Act, 2017 Appeal
Goods & Services Department Audit 20,00,000 GST Appellate Tribunal
Tax Act, 2017
viii. According to the information and explanations given to us, there are no transactions
which are not accounted in the books of account which have been surrendered or disclosed
as income during the year in Tax Assessment of the Company. Also, there are no previously
unrecorded income which has been now recorded in the books of account. Hence, the
provision stated in paragraph 3(viii) of the Order is not applicable to the Company.
ix. (a) The Company has not defaulted in repayment of loans or borrowings to any bank or
financial institution or government during the year. The Company did not have any
outstanding debentures during the year.
(b) The Company has not been declared willful defaulter by any bank or financial institution
or government or any government authority.
55 | P a g e
(c) The Company has not taken term loan during the year and hence the reporting under
paragraph 3(ix)(c) is not applicable.
(d) The Company has not taken a short-term loan during the year and hence the reporting
under paragraph 3(ix)(d) is not applicable.
(e) On an overall examination of the financial statements of the Company, the Company has
no subsidiaries, and hence reporting under paragraph 3(ix)(e) is not applicable.
(f) On an overall examination of the financial statements of the Company, the Company has
no subsidiaries and hence reporting under this is not applicable.
x. (a) In our opinion and according to the information explanation given to us, the Company
did not raise any money by way of initial public offer or further public offer (including debt
instruments) during the year. Hence, the provisions stated in paragraph 3 (x)(a) of the Order
are not applicable to the Company.
(b) In our opinion and according to the information explanation given to us, the Company
has made preferential allotment or private placement of shares or convertible debentures or
share warrants convertible into equity shares during the year and the requirements of
Section 42 and Section 62 of the Companies Act, 2013 have been complied with and the
funds raised have been used for the purposes of which the funds were raised.
xi. (a) No fraud by the Company and no material fraud on the Company has been noticed or
reported during the year.
(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in
Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014
with the Central Government, during the year and up to the date of this report.
(c) The company has not received any whistle blower complaints during the year hence
reporting under clause 3(xi)(c) is not applicable.
xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order
is not applicable.
xiii. In our opinion, the Company is in compliance with Section 177 and 188 of the
Companies Act, 2013 with respect to applicable transactions with the related parties and
the details of related party transactions have been disclosed in the standalone financial
statements as required by the applicable accounting standards.
xiv. (a) In our opinion and based on our examination, the company has an internal audit
system commensurate with the size and nature of its business.
(b) We have considered the Internal Audit reports of the company issued till date, for the
period under Audit.
xv. In our opinion during the year the Company has not entered into any non-cash
transactions with its directors or persons connected with its directors and hence provisions
of section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi. (a) In our opinion, the Company is not required to be registered under section 45-IA of
the Reserve Bank of India Act, 1934.Hence, reporting under clause 3(xvi)(a), (b) and (c) of
the Order is not applicable.
56 | P a g e
(b) In our opinion, there is no core investment company within the Group (as defined in the
Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting
under clause 3(xvi)(d) of the Order is not applicable.
xvii. The Company has not incurred cash loss during the current financial year (2023-24)
and immediately preceding financial year (2022-2023).
xviii. There has been a resignation of the statutory auditors of the Company during the year.
We have taken into consideration the issues, objections or concerns raised by the outgoing
auditors.
xix. On the basis of the financial ratios, ageing and expected dates of realization of financial
assets and payment of financial liabilities, other information accompanying the financial
statements and our knowledge of the Board of Directors and Management plans and based
on our examination of the evidence supporting the assumptions, nothing has come to our
attention, which causes us to believe that any material uncertainty exists as on the date of
the audit report indicating that Company is not capable of meeting its liabilities existing at
the date of balance sheet as and when they fall due within a period of one year from the
balance sheet date. We, however, state that this is not an assurance as to the future viability
of the Company. We further state that our reporting is based on the facts up to the date of
the audit report and we neither give any guarantee nor any assurance that all liabilities
falling due within a period of one year from the balance sheet date, will get discharged by
the Company as and when they fall due.
xx. Requirement for Corporate Social Responsibility as per Section 135 of Companies Act,
2013 is not applicable to the Company.
xxi. Since there is no subsidiary of the company reporting under clause (xxi) is not
applicable.
For MASD & Co. LLP

FRN – 101490W

M. No - 165824
Date –30.05.2024
57 | P a g e
Annexure “B” to the Independent Audit Report
Report on the internal financial controls over financial reporting under clause (i) of sub –
section 3 of section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of RM Drip and
Sprinklers Systems Limited (“the Company”) as at March 31, 2024, in conjunction with our
audit of the standalone financial statements of the Company for the year ended on that date.
Management’s responsibility for internal financial controls

The Company’s Management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria established
by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India. These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence
to company’s policies, the safeguarding of its assets, the prevention and detection of fraud
& errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Company’s Act 2013.
Auditors’ responsibility
Our responsibility is to express an opinion on the internal financial controls over financial
reporting of the Company based on our audit. We conducted our audit in accordance with
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the
“Guidance Note”) issued by the Institute of Chartered Accountants of India and the
standards on auditing prescribed under Section 143 (10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls and, both issued by the Institute
of Chartered Accountants of India. Those standards and the guidance note require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting were
established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend
on the auditor’s judgement, including the assessment of the risks of material misstatement
in the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is sufficient and appropriate to provide
a basis for our audit opinion on the Company’s internal financial control system over
financial reporting.
Meaning of internal financial controls over financial reporting

A company’s internal financial control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal financial control over financial
reporting includes those policies and procedures that:
1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company.
58 | P a g e
2. Provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and
3. Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements.
Inherent Limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial controls over financial reporting,
including the possibility of collusion or improper management of override of controls,
material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to
future periods are subject to the risk that the internal financial control over financial
reporting may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Opinion
In our opinion and according to the information and explanations given to us, the Company
has, in all material respects, an adequate internal financial control system over financial
reporting and such internal financial controls over financial reporting were operating
effectively as at March 31, 2024, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India.
For MASD & Co. LLP,

FRN – 101490W

M. No - 165824
Date –30.05.2024
59 | P a g e

CIN : L27200MH2004PLC150101
Standalone Balance Sheet as on 31st March, 2024
(Rs in Lakhs)
Note
Particulars As on 31-03-2024 As on 31-03-2023
No
I Equity and Liabilities
Shareholders' Funds
1) Share Capital 1 1,507.90 669.00
2) Reserves & Surplus 2 2,043.22 604.56
3) Money received against share warrants 1a 512.38 -
Non-Current Liabilities
1) Long-term borrowings 3 69.63 334.11
2) Other long term liabilities 4 182.00 105.74
3) Long-term provisions 5 29.68 12.75
Current Liabilities
1) Short-term borrowings 6 510.60 421.69
2) Trade payables 7
Micro, Small and Medium Enterprises 105.69 12.90
Others 1,076.81 570.56
3) Other current liabilities 8 34.57 143.60
4) Short-term provisions 9 605.26 7.56
Total 6,677.73 2,882.48
II Assets
Non-Current Assets
Fixed assets 10
1) Tangible a) 1,005.64 496.83
2) Intangible b) 1.13 0.40
3) Capital WIP 11 2.76 -
Non-current investments 12 0.11 0.11
Deferred Tax Asset (net) 13 8.29 5.31
Long term loans and advances 14 71.97 22.41
Other Non-current assets 15 334.44 14.37
Current Assets
Inventories 16 1,131.09 308.89
Trade receivables 17 3,791.49 1,490.63
Cash and Bank Balances 18 54.14 6.43
Short-term loans and advances 19 72.44 135.78
Other current assets 20 204.22 401.33
Total 6,677.73 2,882.48
See accompanying notes to the Financial Statements
This is the Balance Sheet referred to in our report of even date. For RM Drip and Sprinklers Systems Limited
For MASD & Co. LLP

Chartered Accountant
FRN - 146249W
Aakash Mehta Nivrutti Pandurang Kedar Somnath K. Date

Partner Managing Director Director
M. No. 165824 DIN: 06980548 DIN : 09843323
Place: Mumbai
Date: 30/05/2024
UDIN: 24165824BKBZKT1780
Tushar M. Belgaonkar Anita V. Pagare

Chief Financial Officer Company Secretary
M. No. FCS 12565
60 | P a g e

CIN : L27200MH2004PLC150101
Standalone Statement of Profit & Loss for the year ended 31st March, 2024
(Rs. In Lakhs)
Note Year ended on 31st March,
Particulars Year ended on 31st March, 2023
No 2024
Revenues
Revenues from operations 21 5,026.92 1,095.41
Other income 22 314.69 286.58
Total Revenues 5,341.61 1,381.99
Expenses:
Cost of materials consumed 23 3,587.36 658.99
Changes in inventories 24 -597.39 148.82
Employee benefit expenses 25 287.14 109.52
Finance costs 26 35.01 94.10
Depreciation and amortization expenses 11 113.58 89.01
Other expenses 27 1,202.38 273.81
Total Expenses 4,628.08 1,374.25
Profit /(Loss) before tax 713.54 7.74

Tax expenses
Current Tax -175.49 -4.85
Deferred tax expenses / (surplus) 2.99 -
Profit /(Loss) after tax 541.03 2.89
Earning per equity share

Basic earning per equity share 4.45 0.04
30
Diluted earning per equity share 2.54 0.04
See accompanying notes to the Financial Statements
As per our report of even date For RM Drip and Sprinklers Systems Limited
For MASD & Co. LLP
FRN - 146249W

M. No. 165824 DIN: 06980548 DIN : 09843323
Place: Mumbai
Date: 30/05/2024
M. No. FCS 12565
61 | P a g e

CIN : L27200MH2004PLC150101
Cash Flow Statement
(Rs in Lakhs)
Particulars Year Ended on 31-03-2024 Year Ended on 31-03-2023
Cash Flow from Operating Activities
Net Profit/(Net Loss) Before Tax 713.54 7.74
Adjustments for- -
Depreciation 113.58 89.01
Provision for Gratuity and (Acturial Gain) 7.22 0.56
Interest & Finance Cost 35.01 94.10
Interest Income (7.29) (1.66)
(Profit) / Loss on Sale of Asset - 0.32
Other Non Operating expense 359.61 -
Other Non Operating income (306.58) (284.92)
Operating Profit/(loss) Before Working Capital Changes 915.10 (94.84)
Adjustments for Changes in Working Capital
(Decrease)/Increase in Trade Payables 875.38 33.55
(Decrease)/Increase in Short terms Provisions 599.44 (24.65)
(Decrease)/Increase in Other Current Liabilities (80.54) (149.07)
(Decrease)/Increase in Other Long Term Liabilities 76.26 (6.16)
(Decrease)/Increase in Long Term Provisions 9.71 (13.04)
Decrease / (Increase) in Inventories (822.20) 76.33
(Increase)/ Decrease in Trade Receivables (2,300.86) 313.41
Decrease / (Increase) in Short Term loans & Advances 49.45 (87.36)
(Increase)/ Decrease in Long Term loans & Advances (49.56) 0.50
(Increase)/ Decrease in Other Non-Current Assets (320.07) -
(Increase)/ Decrease in Other Current Assets (148.62) (241.23)
Cash generated from Operations (1,196.51) (192.56)
Income Tax Paid (175.49) (1.22)
Net cash from Operating activities (A) (1,372.01) (193.78)
Cash Flow from Investing Activities
Purchase of Fixed Assets (622.53) (0.16)
Sale of Fixed Assets 1.00 -
Purchase of Intangible Assets (1.60) 1.50
Purchase of CWIP (2.76) -
(Increase)/ Decrease of Non-Current Investments - 5.48
Interest Received 7.29 1.66
Other Non Operating Income - 284.92
Net cash from Investing activities (B) (618.60) 293.40
Cash Flow from Financing Activities
Proceeds from Issue of Share Capital/Conversion of Share warrants 838.90 -
Securities Premium received on Shares Issued/Conversion of Share Warrants 897.62 -
Money received against Share Warrants 512.38 -
Net Proceeds from Long Term Borrowings (264.49) 204.68
Net Proceeds from Short-term Borrowings 88.91 (230.10)
Interest Paid (35.01) (94.10)
Net Cash From Financing activities (C) 2,038.31 (119.52)
Net Increase in Cash and Cash equivalents (A+B+C) 47.71 (19.90)
Cash and Cash equivalents at the beginning of the year 6.43 26.33
Cash and Cash equivalents at the end of the year 54.14 6.43
For MASD & Co. LLP
FRN - 146249W

M. No. 165824 DIN: 06980548 DIN : 09843323
Place: Mumbai
Date: 30/05/2024
M. No. FCS 12565
62 | P a g e

CIN : L27200MH2004PLC150101
Notes to the Financial Statements
1 Summary Of Material Accounting Policies

1.1 Basis of Preparation of Financial Statements
The Financial Statements are prepared and presented in accordance with Indian Generally Accepted Accounting Principles (GAAP) under
the historical cost convention on the accrual basis of accounting. GAAP comprises mandatory accounting standards as specified in the
Company (Accounting Standards) Rules 2014, the provisions of the Companies Act, 2013. Accounting policies have been consistently
applied in preparation and presentation of financial statements.
1.2 Use of Estimates

The preparation of Financial Statements in conformity with the generally accepted accounting principles requires estimates and
assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported
amount of revenues and expenses during the reporting period. Management believes that the estimates and assumptions used in the
preparation of financial statements are prudent and reasonable. Actual results could differ from those estimates. Any difference
between the actual results and estimates are recognized in the period in which the results are known / materialize. Any revision to
accounting estimates is recognized prospectively in the current and future periods.
1.3 Presentation & Disclosure of Financial Statements
All assets and liabilities have been classified as current & non-current as per company’s normal operating cycle and other criteria set out
in the Schedule III of the Companies Act, 2013. Based on the nature of services and time between acquisition of assets for rendering of
services and their realization in cash and cash equivalents, operating cycle is less than 12 months. However, for the purpose of current /
non- current classification of assets and liabilities, period of 12 months have been considered as normal operating cycle.
1.4 Going Concern Assumptions

The Management believes that the Company would be in a position to continue as a going concern for the foreseeable future and may
meet its financial obligations as they fall due. Accordingly, these financial statements have been prepared under the going concern
assumption.
1.5 Property, Plant and Equipment and Depreciation

i. Property, plant and equipment are stated at cost of acquisition / construction less accumulated depreciation and accumulated
impairment losses, if any. Gross carrying amount of all property, plant and equipment are measured using cost model.
ii. Cost of an item of property, plant and equipment includes purchase price including non - refundable taxes and duties, borrowing cost
directly attributable to the qualifying asset, any costs directly attributable to bringing the asset to the location and condition necessary for
its intended use and the present value of the expected cost for the dismantling/decommissioning of the asset.
iii. Parts (major components) of an item of property, plant and equipments having different useful lives are accounted as separate items
of property, plant and equipments.
iv. Subsequent expenditure related to an item of property, plant and equipment are added to its book value only if they increase the
future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing PPE,
including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for
the period during which such expenses are incurred.
v. Property, plant & equipment are eliminated from financial statements either on disposal or when retired from active use. Assets held
for disposal are stated at net realizable value. Losses arising in the case of retirement of property, plant and equipment and gains or
losses arising from disposal of property, plant & equipment are recognized in the statement of profit and loss in the year of occurrence.
vi. Depreciation:
• Depreciation on property, plant and equipment is provided on a Written down value (WDV) over their useful lives which is in
consonance of useful life mentioned in the Companies Act, 2013
• Depreciation methods, useful lives and residual values are reviewed periodically, including at the end of each financial year and
adjusted prospectively.
• In case of assets purchased, sold or discarded during the year, depreciation on such assets is calculated on pro-rata basis from the date
of such addition or as the case may be, upto the date on which such asset has been sold or discarded.
Gains or losses arising from derecognition of property, plant and equipment are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when the asset is derecognized.
Useful life considered for depreciation are as follows :
Assets Useful life (In years)
Office Equipment 5 Years
Plant and Equipment 15 Years
Furniture and Fixtures 10 Years
Computer 3 Years
63 | P a g e
1.6 Intangible Assets and Amortisation

Intangible assets are recognized only if it is probable that the future economic benefits attributable to asset will flow to the Company and
the cost of asset can be measured reliably. Intangible assets are stated at cost of acquisition/development less accumulated amortization
and accumulated impairment loss, if any.
Cost of an intangible asset includes purchase price including non - refundable taxes and duties, borrowing cost directly attributable to the
qualifying asset and any directly attributable expenditure on making the asset ready for its intended use. Intangible assets under
development comprises of cost incurred on intangible assets under development that are not yet ready for their intended use as at the
Balance Sheet date.
1.7 Impairment
The carrying amounts of assets are reviewed at each balance sheet date for any indication of impairment based on internal / external
factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable
amount is the greater of the asset’s net selling price and value in use. Value in use is the present value of estimated future cash flows
expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Based on the assessment done at
each balance sheet date, recognised impairment loss is further provided or reversed depending on changes in circumstances. After
recognition of impairment loss or reversal of impairment loss as applicable, the depreciation charge for the property, plant and
equipment is adjusted in future periods to allocate the asset’s revised carrying amount, less its residual value (if any), on a systematic
basis over its remaining useful life. If the conditions leading to recognition of impairment losses no longer exist or have decreased,
impairment losses recognized are reversed to the extent it does not exceed the carrying amount that would have been determined after
considering depreciation / amortization had no impairment loss been recognized in earlier years.
1.8 Investments:
Investments that are readily realizable and intended to be held for not more than a year from the date on which such investments are
made are classified as current investments. All other investments are classified as long-term investments. On initial recognition, all
investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage,
fees and duties. If an investment is acquired, or partly acquired, by the issue of shares or other securities, the acquisition cost is the fair
value of the securities issued. If an investment is acquired in exchange for another asset, the acquisition is determined by reference to
the fair value of the asset given up or by reference to the fair value of the investment acquired, whichever is more clearly evident.
Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long term investments are
carried at cost. However, provision for diminution in value of long term investments is made to recognise a decline, other than
temporary, on an individual investment basis.
Investment transactions are accounted for on a trade date basis. In determining the holding cost of investments and the gain or loss on
sale of investments, the ‘weighted average cost’ method is followed.
1.9 Inventories
i. Raw materials and components, packing materials, consumables, stores and spares are valued at lower of cost and net realizable value.
2 Cash and Cash Equivalents
Cash and cash equivalents include cash in hand, cheque on hand, bank balances and deposits with banks with maturity period less than
12 months.
2.1 Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be
reliably measured. Revenue is recognized net of Goods and Services Tax wherever applicable.
Sales of Goods: Sales of goods are recognized when significant risks and rewards of ownership of the goods have been transferred to the
buyer which generally coincides with delivery and are recorded net of rebates, trade discounts and sales returns.
2.11 Other Income

Interest income: Interest income is recognized on time proportion basis taking into account the amount outstanding and rate applicable.
Other Income - It is recognised when It is accrued.
64 | P a g e
2.21 Retirement and other Employee Benefit

(i) Short term employee benefit
All employee benefits falling due wholly within twelve months of rendering the service are classified as short term employee benefits and
they are recognised as an expense at the undiscounted amount in the Statement of Profit and Loss in the period in which the employee
renders the related service. These benefits include short term compensated absences such as paid annual leave. The undiscounted
amount of short-term employee
benefits expected to be paid in exchange for the services rendered by employees is recognized as an expense during the period. Benefits
such as salaries and wages, etc. and the expected cost of the bonus / ex-gratia are recognised in the period in which the employee
renders the related service.
(ii) Post employment
Defined Contribution Plan :
The defined contribution plan is post-employment benefit plan under which Company contributes fixed contribution to a government
administered fund and will have no obligation to pay further contribution. The Company’s defined contribution plan comprises of
Provident Fund and Employee State Insurance Scheme. The Company’s contribution to defined contribution plans are recognized in the
Statement of Profit and Loss in the period in which the employee renders the related service.
2.22 Taxes
(i) Current Tax : Tax expenses comprises of current tax, deferred tax charge or credit, minimum alternative tax and adjustments of taxes
for earlier years. Provision for current tax is made as per the provisions of Income Tax Act, 1961.
(ii)Deferred Tax : Deferred tax charge or credit reflects the impact of current year timing differences between taxable income and
accounting income for the year and reversal of timing differences of earlier years and are measured based on the tax rates and the tax
laws enacted or substantively enacted at the balance sheet date.
Deferred tax assets are recognised only to the extent there is reasonable certainty that sufficient future taxable income will be available
against which such deferred tax assets can be realised. In situations where the Company has unabsorbed depreciation or carry forward
tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be
realised against future taxable profits. Deferred tax assets are reviewed for the appropriateness of their respective carrying amounts at
each balance sheet date. At each balance sheet date the Company re-assesses unrecognized deferred tax assets. It recognizes
unrecognized deferred tax assets to the extent that it has become reasonably/virtually certain as the case may be that sufficient future
taxable income will be available against which such deferred tax assets can be realized.
2.23 Borrowing Cost

Borrowing costs that are directly attributable to the acquisition, construction or development of a qualifying asset are capitalized as part
of the cost of the respective asset till such time the asset is ready for its intended use. A qualifying asset is an asset which necessarily
takes a substantial period of time to get ready for its intended use. All other borrowing costs are expensed in the period in which they
occur. Borrowing costs consist of interest, exchange difference arising from foreign currency borrowings to the extent they are treated as
an adjustment to the borrowing cost and other costs that an entity incurs in connection with the borrowing of funds.
2.24 Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss (after tax) for the year attributable to equity shareholders by the
weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding
during the period and all periods presented is adjusted for events of bonus issue and share split. For the purpose of calculating diluted
earnings per share, the net profit or loss (after tax) for the year attributable to equity shareholders and the weighted average number of
equity shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Diluted earnings per share
are calculated after adjusting effects of potential equity shares (PES).PES are those shares which will convert into equity shares at a later
stage. Profit / loss is adjusted by the expenses incurred on such PES. Adjusted profit/loss is divided by the weighted average number of
ordinary plus potential equity share.
2.25 Provisions and Contingent liabilities and asset
A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of
resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to
its present value (except retirement benefits) and are determined based on best estimate required to settle the obligation at the balance
sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. A disclosure for a
contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow
of resources. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources is remote,
no provision or disclosure is made.
A Contingent Asset is neither recognised nor disclosed in the financial statements.
2.26 Events after Balance Sheet
Events occurring after the balance sheet date that indicate that an asset may have been impaired, or that a liability may have existed, at
the balance sheet date are, therefore, taken into account in identifying contingencies and in determining the amounts at which such
contingencies are included in financial statements.
2.27 The various figures of financial statement have been regrouped or reclassified wherever necessary.
65 | P a g e

CIN : L27200MH2004PLC150101
10. Property, Plant and Equipments
For the year ended 31st March, 2024
Note- 10 Fixed Assets

Gross Block Depreciation Net Block
Sr.No Particulars Sales/Written
01-04-2023 Additions 31-03-2024 01-04-2023 Adjustments 2023-24 Written Back 31-03-2024 31-03-2024 31-03-2023
off/Adjustments
Tangible Assets
1 Land 63.77 - - 63.77 - - - - - 63.77 63.77
2 Building 194.58 8.01 - 202.59 80.33 - 11.15 - 91.48 111.11 114.25
3 Plant and Machinery 1,001.80 514.60 - 1,516.40 694.49 - 91.09 - 785.59 730.81 307.30
4 Electrical Installations 59.49 80.14 - 139.63 54.54 - 4.50 - 59.04 80.59 4.95
5 Furniture 10.91 7.01 - 17.91 9.02 - 0.81 - 9.84 8.08 1.84
6 Office Equipments 12.38 0.71 - 13.08 12.04 - 0.19 - 12.23 0.85 0.34
7 Computers 15.83 9.40 - 25.22 15.66 - 3.46 - 19.12 6.11 0.17
8 Mobile 0.06 - - 0.06 0.06 - 0.00 - 0.06 - 0.00
9 Vehicles 59.57 - 1.31 58.26 55.41 - 1.43 0.31 56.53 1.73 4.17
10 Tools and Tackles - 2.67 - 2.67 - - 0.08 - 0.08 2.59 -
Sub- Total 1,418.39 622.53 1.31 2,039.60 921.56 - 112.71 0.31 1,033.96 1,005.64 496.79
Intangible Assets
1 Tally Software 0.43 - - 0.43 0.43 - 0.00 - 0.43 0.00 0.00
2 Website 0.75 - - 0.75 0.74 - 0.00 - 0.75 0.00 0.01
3 Trade Mark 2.10 - - 2.10 2.00 - 0.07 - 2.06 0.04 0.11
4 Payroll Software 15.80 1.60 - 17.40 15.51 - 0.80 - 16.31 1.09 0.29
Sub- Total 19.08 1.60 - 20.68 18.67 - 0.87 - 19.55 1.13 0.40
- - -
Total 1,437.46 624.13 1.31 2,060.28 940.23 - 113.58 0.31 1,053.51 1,006.77 497.19
66 | P a g e

CIN : L27200MH2004PLC150101
Notes attached to and forming part of Financial Statements
Standalone Balance Sheet as on 31st March, 2024
(Financials figures mentioned below are in lakhs)
1 Share Capital
As on As on
Particulars
31-03-2024 31-03-2023
A) Authorized Share Capital
100,00,000 Ordinary Equity Shares of Rs.10/- each 10,00,00,000 10,00,00,000
10,00,00,000 10,00,00,000
B) Issued Subscribed & Paid-up Share Capital
15,07,900 (PY 66,90,000) Ordinary Equity Shares of Rs.10/- each 1,507.90 669.00
Total 1,507.90 669.00
C) Reconciliation of shares outstanding at the beginning & at the end of the reporting period
As on As on
Particulars
31-03-2024 31-03-2023
Equity Shares
Balance of number of ordinary equity shares at the beginning of the year 66,90,000 66,90,000
Add : Shares issued and subscribed during the year 36,00,000 -
Add: Share warrants converted during the year 47,89,000
Add : Bonus Shares issued - -
Balance of number of ordinary equity shares at the end of the year 1,50,79,000 66,90,000
D) The rights, preferences and restrictions attached to each class of shares
Equity Shares: The company has one class of equity shares having a par value of Rs.10 each. Each shareholder is eligible for one vote per
share held. The dividend proposed (if any) by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the
remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
E) Details of shares held by its holding company in the Company - NIL
F) Details of Equity shares held by shareholders holding more than 5 % of aggregate shares in the Company.
As on As on
Particulars
31-03-2024 31-03-2023
No. of Shares Held 27,11,027 27,11,027
Percentage of holding 17.98% 40.52%
Hitesh Natwarlal Kawa

No. of Shares Held 14,04,000 -
Percentage of holding 9.31% -
Roopal Hitesh Kawa

No. of Shares Held 8,00,000 -
Percentage of holding 5.31% -
G) Terms and details of shares reserved for issue under options and contracts/commitments - Nil
H) Details of ordinary equity shares issued in immediately preceding five years as on the date of Balance sheet. : Nil
I) Terms if any securities convertible into equity/preferece share in decending order of conversion : Nil
J) Calls issued and unpaid : Nil
K) Paid Up value of Shares forfeited : Nil
67 | P a g e
M) Company's disclosure of Shareholding of Promoters:
Shares held by promoters at the end of the year As at 31st March, 2024 As at 31st March, 2023
% Change during
% of total the year
Sr. No. Promoter Name No. of Shares No. of Shares % of total shares
shares
1 Nivrutti Pandurang Kedar 27,11,027 17.98% 27,11,027 40.52% 22.54%
2 Arjun Ramji Makani - - 3,027 0.05% 0.05%
3 Shubhangi Vijaykumar Kshirsagar - - 1,738 0.03% 0.03%
4 Vijaykumar Hanmant Kshirsagar - - 661 0.01% 0.01%
6 Lilaben Arjun Makani - - 104 0.00% 0.00%
7 Surekha Nivrutti Kedar 2,44,104 1.62% 2,44,104 3.65% 2.03%
8 Kedar Nivrutti Pandurang (HUF) 2,70,104 1.79% 2,70,104 4.04% 2.25%
9 Shivlal Arjun Makani - - 104 0.00% 0.00%
10 Vinod Arjun Makani - - 4,104 0.06% 0.06%
11 Anuja Nivrutti Kedar 2,38,104 1.58% 2,38,104 3.56% 1.98%
12 Public 1,16,15,661 77.03% 32,16,923 48.09% -28.95%
Total 1,50,79,000 100.00% 66,90,000 100.00% 0.00%
1a Money received against Share Warrants

Particulars As at 31st March 2024 As at 31st March 2023
Amount received against share warrants 512.38 -
Note: Share Warrants (99,01,000 fully convertible warrants of Rs. 10/- each at a issue price of Rs. 20.7/- on a preferential basis) (25% of
the subscription amount received).
2 Reserves & Surplus

Securities Premium
Opening Balance 776.07 776.07
For Shares issued during the year 897.62 -
Balance at the end of the year (A) 1,673.69 776.07
Surplus in Statement of Profit and Loss
Balance of Surplus at the beginning of the year (171.51) (174.40)
Add: (Loss)/Profit for the year 541.03 2.89
Balance of (Deficit)/Surplus at the end of the year (B) 369.52 (171.51)
Total Reserves and Surplus at the end of the year (A+B) 2,043.22 604.56
3 Long Term Borrowings

A) Secured Term Loans from Banks
State Bank of India Term Loan - 16.99
B) Unsecured Loans
Loan from Directors 69.63 124.63
Inter Corporate Deposit - 192.50
Total of Long Term Borrowing (A+B) 69.63 334.11
Particulars ROI Terms of Repayment

7.4% to
From Bank Repayable within 36 months starting from August 2021
9.25%
Secured by hypothecation of inventory and Book Debts, Collateral of Land & Building of company and individual properties of directors
and Personal Guarantee of Directors
68 | P a g e
4 Other Long term Liabilities

Security Deposits from Dealers 182.00 105.74
Total 182.00 105.74
Note: The company collects Security Deposits from Dealers through whom it transacts its business. These are refundable at the time of
end of business with the dealers.
5 Long term Provisions

(a) Provision for Gratuity Payable (Refer note 25.1) 14.71 10.28
(b) Provision for warranty (Refer note 5.1) 14.98 2.47
Total 29.68 12.75
5.1 Management has estimated the cost of meeting the warranty obligation regarding micro irrigation systems sold at 0.25% of the sale
value. Accordingly every year an amount of 0.25% of sale of materials (total sales minus scrap sale and transport charges recorded in
sales bills) is set aside as a provision by debiting the statement of profit and loss. Since the warranty period is 5 years, the provision is
carried as a liability over a period of 5 years. Every year 1/5th of the liability diminishes which is debited to the provision and written back
to statement of profit and loss. Out of total provision, the amount related to immediately following period of twelve months from the
reporting date is identified as short term provision and balance amount is shown as long term provision.
6 Short Term Borrowings

Secured Loans repayable on demand from Bank

State Bank of India - CC 510.60 364.36
Current maturities of State Bank of India Term Loan - 57.33
Total 510.60 421.69
Particulars ROI Terms of Repayment

11.8%
State Bank of India. Repayable on Demand
(Floating)
Secured by hypothecation of Inventory and Book Debts, collateral of Land & Building of company and individual properties of directors
and Personal Guarantee of Directors.
7 Trade Payables
Due to Micro, Small and Medium Enterprises 105.69 12.90
Due to Others 1,076.81 570.56
Total 1,182.50 583.46
7.1 During the current year, the company has classified its creditors as Micro, Small and Medium Enterprises as required under Micro,
Small and Medium Enterprises Development Act 2006.
Ageing for Trade Payables outstanding as on 31 March 2024 is as follows

Outstanding for following periods from due
Not date of payment
Particulars Total
Due Less than 2-3 More than
1-2 years
1 year years 3 years
(i)MSME* - 105.69 - - - 105.69
(ii)Others - 1,076.81 - - - 1,076.81
(iii) Disputed - - - - - -
dues – MSME
(iv) Disputed - - - - - -
dues - Other
69 | P a g e
Ageing for Trade Payables outstanding as on 31 March 2023 is as follows

Outstanding for following periods from due
Not date of payment
Particulars Total
Due Less than 2-3 More than
1 year 1-2 years
years 3 years
(i)MSME* - 12.90 - - - 12.90
(ii)Others - 570.56 - - - 570.56
(iii) Disputed - - - - - -
dues – MSME
(iv) Disputed - - - - - -
dues - Other
*MSME as per the Micro, Small and MediumEnterprises Development Act, 2006.
As at 31st March, As at 31st March,
Particulars
2024 2023
105.69 12.90
Principal amount and Interest due thereon remaining unpaid to any supplier
(a)
covered under MSMED Act, 2006 :
Principal amount due to micro and small enterprises 105.69 12.90

Interest due on above - -
The amount of interest paid by the buyer in terms of section 16 of the MSMED - -
Act, 2006, along with the amounts of the payment made to the supplier beyond
(b)
the appointed day during each accounting year
The amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during the year)
(c)
but without adding the interest specified under MSMED Act, 2006.
The amount of interest accrued and remaining unpaid at the end of each - -
(d) accounting year; and
- -
The amount of further interest remaining due and payable even in the succeeding
years, until such date when the interest dues as above are actually paid to the
(e)
small enterprise for the purpose of disallowance as a deductible expenditure
under section 23 of the MSMED Act, 2006.
70 | P a g e
8 Other Current Liabilities

A) Advances received from customers

Advances from Customers- Gujarat - 1.25
Total (A) - 1.25
B) Other payables
Statutory Liabilities
Profession Tax - (0.14)
Provident Fund 1.83 (0.56)
ESIC Payable 0.19 2.36
MLWF Payable 0.01 (0.02)
TDS Payable 9.29 12.34
GST Payable - 94.04
Others
Electricity Expenses - 8.74
Rent Payable - (1.00)
BIS License Renewal Charges Payable - 0.78
Telephone Bill Payable - 0.07
Grampanchayat Tax Payable - 6.57
Salary Payable 18.62 17.04
Other Payable 4.63 2.12
Total (B) 34.57 142.35
Total of other current liabilities (A+B) 34.57 143.60
9 Short Term Provisions

A) Provision for employee benefits

Salary Payable
Director's Remuneration Payable - -
Provision for Gratuity - Current Obligation 1.50 0.96
(Refer note 25.1)
Total (A) 1.50 0.96
B) Other Provisions
Statutory Audit Fees Payable 2.48 3.15
Tax Audit Fees Payable - 1.80
Internal Audit fees Payable 2.16 2.31
Provision for warranty - Current Obligation 6.14 0.62
Provision for expenses 545.24 -
Provision for Income Tax (Net of Advance Tax,TDS and TCS)
Provision for Income Tax 175.49 -
Less:
TDS Receivable (2.67) (1.22)
TCS Receivable (0.08) (0.06)
Advance tax paid (125.00) -
Total (B) 603.76 6.60
Total of short term provisions (A+B) 605.26 7.56
11 Capital Work-in-progress

WIP-1ST FLOOR OFFICE RENOVATION 0.44 -
WIP-STORAGE YARD 2.32 -
Total 2.76 -
71 | P a g e
a) Capital Work-in-progress as on 31-03-2024

Amount in CWIP for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Project in
progress 2.76 - - - 2.76
Projects
temporarily
suspended - - - - -
b) For capital-work-in progress, there are no project completion which has overdue or has exceeded its cost compared to its original plan.
12 Non-current investments
Investment in Shares of Janlaxmi Bank 0.11 0.11

Total 0.11 0.11
13 Deferred Tax Asset (net)

The break-up of deferred tax assets and deferred tax liabilities into major components of the respective balances are as follows;
On depreciation allowance on Fixed Assets (0.61) 2.38

On account of Gratuity 4.21 2.92
On account of Warranty Provision 4.69 -
Total 8.29 5.31
Deferred tax asset generated out of unabsorbed depreciation and carry forward of losses under tax laws were recognised on the basis of
reasonable certainty and on prudence basis.
14 Long term loans and advances

A) Security Deposits
Deposits With Service Providers 21.08 10.56
B) Others -
a) Secured, considered good -
b) Unsecured, considered good 50.89 11.85
-
Total 71.97 22.41
15 Other Non-current assets

Fixed Deposits 334.44 14.37

Total 334.44 14.37
16 Inventories
(a) Raw materials, Stores, Spares and Components 339.33 114.52
(b) Work-in-progress 735.21 51.30
(c) Finished goods 56.55 143.07
Total 1,131.09 308.89
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17 Trade receivables
(a) Unsecured, considered good 3,791.49 854.14

(b) Doubtful - 526.86
(c) Other
Unsecured, considered good - 109.63
Total 3,791.49 1,490.63
16.1 Trade receivables are subject to confirmation, reconciliation and consequential adjustments if any.
Ageing for Trade Receivables as on 31 March 2024

Outstanding for following periods from due date of payment
Particular Less than 6 months - 1-2 More than
2-3 years Total
6 months 1 year years 3 years
(i) Undisputed Trade
receivables –
considered good 3,715.66 75.83 - - - 3,791.49
(ii) Undisputed Trade
Receivables –
considered doubtful - - - - - -
(iii) Disputed Trade
Receivables
considered good - - - - - -
(iv) Disputed Trade

Receivables
considered doubtful
- - - - 4.73 4.73
Ageing for Trade Receivables as on 31 March 2023

Outstanding for following periods from due date of payment
Particular Less than 6 months - 1-2 More than
2-3 years Total
6 months 1 year years 3 years
(i) Undisputed Trade
receivables –
considered good 1.10 0.26 8.28 - - 9.64
(ii) Undisputed Trade
Receivables –
considered doubtful - - - - 0.54 0.54
(iii) Disputed Trade
Receivables
considered good
- - - - - -
(iv) Disputed Trade
Receivables
considered doubtful - - - - 4.73 4.73
18 Cash and Bank Balances

(a) Balances with banks
Balance in Current Accounts 52.13 4.52
(b) Cash and cash equivalent -
Cash Balances 2.01 1.91
Total 54.14 6.43
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19 Short-term loans and advances

Unsecured considered good
GST Receivable - 74.32
Profession Tax Receivable 0.06 -
Employee Advances 10.94 14.16
Advances to Suppliers / Creditors 60.41 31.86
Income Tax refund for 2018-19 - 2.08
MAT Receivable - 13.06
Other Advances 1.03 0.28
Total 72.44 135.78
20 Other current assets

Unsecured Considered Good
Accrued Interest on FDs 8.54 1.42
Prepaid Expenses 23.21 13.43
Subsidy Receivable 39.24 120.88
Balance with government authorities 128.99 -
Other Current Assets 4.25 265.61
Total 204.22 401.33
21 Revenues from operations

Water supply and Infrastructure 469.60 -
MIS 4,557.33 1,095.41
Total 5,026.92 1,095.41
22 Other income
(a) Interest income
Interest on Fixed deposits 7.70 1.66
Interest on MSEDCL Deposits 0.38 -
Interest on IT Refund 0.03 -
(b) Other non-operating income
Other Income - 131.01
Written back a/c 306.58 -
Provision For Repairs and Maintainace Reversed - 153.91
Total 314.69 286.58
23 Cost of materials consumed

Opening Stock of Raw materials, Stores, Spares and Components 114.52 42.04
Add :- Purchases of Raw Materials, Stores, Spares and Components 3,812.16 731.47
Less :- Closing Stock of Raw Materials, Stores, Spares and Components (339.33) -114.52
Total 3,587.36 658.99
74 | P a g e
24 Changes in inventories
A) Finished Goods
Opening Inventory of Finished Goods 143.07 314.24
Less :- Closing Inventory of Finished Goods (735.21) (143.07)
Decrease / (Increase) in Inventory Total (A) (592.14) 171.17
B) Work-in-Progress
Opening Inventory of Work-in-Progress 51.30 28.95
Less :- Closing Inventory of Work-in-Progress (56.55) (51.30)
Decrease / (Increase) in Work-in- Progress Total (B) (5.25) (22.35)
Work-in- Progress Total (A+B) (597.39) 148.82
25 Employee benefit expenses

A) Labour
Wages 127.36 35.35
Total (A) 127.36 35.35
Salary 127.28 61.06
Contribution to Provident Fund 9.95 7.12
Contribution to ESIC 0.94 1.38
MLWF Employer Contribution 0.02 0.03
Staff Welfare 14.37 4.02
Total (B) 152.56 73.61
C) Gratuity Expenses (Refer note 25.1) Total (C) 7.22 0.56
Total Employee Benefit Expenses (A+B+C) Total (A+B+C) 287.14 109.52
25 Gratuity Expenses:
Details of Gratuity Expenses As on 31-03-2024 As on 31-03-2023
Change in Present Value of Obligation
Opening Present Value of Benefit Obligation 11.24 16.52
Current Service cost 6.20 2.69
Interest cost 0.80 1.22
Benefits paid (2.26) -
Actuarial losses (gains) 0.23 (9.19)
Closing Present Value of Benefit Obligation 16.20 11.24
Experience Adjustment on Plan Liabilities
Changes in Fair Value of Plan Assets Not Applicable Not Applicable
Amount Recognised in Balance sheet

Liability as at the year end 16.20 11.24
Fair Value of Plan Assets as at the year end
Net Obligation as at the year end 16.20 11.24
Net Gratuity Cost as at the year end

Current Service cost 6.20 2.69
Interest cost 0.80 1.22
Actuarial losses (gains) 0.23 -9.19
Net Gratuity Cost (gain) 7.22 -5.28
Assumption used in Accounting for Gratuity Plan

Discount Rate 7.10% 7.40%
Salary Escalation Rate 7.50% 7.50%
Gratuity expenses are not recognised in respect of employees, who are not governed by provisions of Payment of Gratuity Act, 1972. The
estimates of future salary increase, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant
factors, such as supply and demand in the employment market.
75 | P a g e
26 Finance costs
Bank Interest Expenses 33.88 77.08
Other Interest Expenses 1.13 2.84
Other Borrowing Costs - 14.18
Total 35.01 94.10
27 Other expenses
A) Manufacturing
Transport Inward 47.72 6.32
Packing Charges 0.10 0.01
Factory Expenses 14.59 4.36
Laboratory Expenses - 0.03
Labour Charges 74.49 25.01
B) Power 203.72 67.77
C) Rent 1.02 0.98
D) Repairs
Maintenance Consumables 2.96 3.12
Factory Maintenance 2.70 6.03
Office Expenses & Maintainace 15.32 2.87
Vehicle Maintenance 27.39 4.50
E) Insurance 2.46 6.46
F) Rates and Taxes
Gram Panchayat property tax 0.16 2.35
G) Printing and Stationery 3.40 0.72
H) Transportation
Transport Outward 140.39 11.88
I) Bad Debts
Bad Debts and Balances Written off - -
K) Professional and Legal Expenses 21.49 7.43
Consultancy and Professional Charges 14.76 16.12
Legal Expenses 4.26 1.46
L) Installation and Commissioning charges 71.09 -
N) Miscellaneous Expenses
Telephone and Internet Charges 2.33 1.55
Vehicle Contract 8.04 -
Petrol and Diesel Expenses 5.08 0.56
Daily Allowances 8.72 -
Travelling Expenses 20.93 13.28
Directors sitting fees 3.17 -
Security charges 7.82 -
Marketing Expenses 6.24 1.05
Business Registration and License Renewal Charges 2.73 4.78
Provision for litigation 28.23 -
Written off a/c 359.61 -
Advertisement Expenses 6.44 0.55
Sales Commission Expenses 27.83 9.49
Other Interest/Late Fee/Penalty Expenses 26.10 2.15
Other Miscellaneous Expenses 34.84 65.04
Profession Tax 0.03 0.05
O) Payment to Auditors :
Statutory Audit Fees 2.77 3.50
Tax Audit Fees 0.94 2.00
Internal Audit Fees 2.50 2.40
Total 1,202.38 273.81
76 | P a g e
28 Related party disclosures :-

As per Accounting Standard 18 on Related party disclosures as notified under section 188 of the Companies Act 2013, read with Rule 7 of
the Companies (Accounts) Rules, 2014 , the related parties of the Company are as follows:
1) Key Managerial Personnel Somnath Khanderao Date - Managing Director

Nivrutti Kedar - Managing Director
Tushar Belgaonkar - Chief Financial Officer
Anita Pagare - Company Secretary
Related Party Transactions: -

Key Managerial Personnel

Managerial Remuneration
Shyam Sundar Dash - -
Vijaykumar Kshirsagar - -
Emoluments
Chief Financial Officer 8.21 1.00
Company Secretary 5.32 0.66
Related parties transaction Continued:

Shareholders
Unsecured Loan Taken
Shyam Sundar Dash - 27,48,000
Nivrutti Kedar 18,11,446 79,88,869
A.R Makani 35,37,320 88,77,420
Vijaykumar Kshirsagar 18,11,446 18,11,446
Unsecured Loan Repaid
Shyam Sundar Dash - 27,48,000
Nivrutti Kedar - 62,15,000
A.R Makani 55,00,000 -
Sitting Fees Paid

Mr. Shyam Sundar Dash - 28,000
Mr. Vijaykumar Kshirsagar - 28,000
Mr. Nivrutti Kedar 60,000 44,000
Mr. Arjun Ramji Makani - 28,000
Mr. Kewal Handa - 24,000
Mr. Ajay Saraf - 60,000
Ms. Ulka Kulkarni - 56,000
Sahina Mukadam - 4,000
Mrs. Kavita Pandhare 63,452 4,000
Mr. Somanath Date 60,000 16,000
Mr. Mayur Bhatt 66,904 8,000
Mr. Hiren Makwana 66,904 8,000
29 Events occurring after Balance sheet date

There are no events subsequent to the balance sheet date, which require adjustment of, or disclosure in the Financial statements.
30 Earning Per Share
Sr.
No
1 Net Profit attributable to the Equity Shareholders (A) 5,41,02,901.20 2,89,423.43
2 a) Weighted average number of Equity Shares outstanding during the period (B) 1,21,56,767.12 66,90,000
b) Weighted average number of Equity Shares outstanding during the period (C) 2,12,98,238.36 66,90,000
3 Nominal value of Equity Shares (Rs.) 10.00 10.00
a) Basic Earning Per Share (Rs.) (A/B) 4.45 0.04
4
b) Diluted Earning Per Share (Rs.) (A/C) 2.54 0.04
77 | P a g e
31 Segment Reporting: -
The Company is operating only in one segment i.e. Micro Irrigation Systems. Hence segment reporting is not applicable.
32 Impaired Assets: -
The Board is of the opinion that there is no impairment loss in the Carrying Amounts of all the assets of the company at the Balance Sheet
date. Hence during the financial year company has not provided for impairment loss in the carrying amount of assets.
33 Provisions and Contingent Liabilities: -

Provisions involving judgments and estimation in measurement of expenses are recognized when there is a present obligation as a result
of past events and it is probable that there will be an outflow of resources.
34 Contingent Liabilities: -
Contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-
occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past
events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to
settle the obligation or the amount of the obligation cannot be measured with sufficient reliability.
Guarantees given by banks and counter guarantees given by the company 48.00 48.00
LCs outstanding - -
78 | P a g e
35 Relationships with Struck- Off companies

During the year, the Company had no transactions with struck off companies.
36 Recent Accounting Pronouncements

There are no standards of accounting or any addendum thereto, prescribed by Ministry of Corporate Affairs under section 133 of the
Companies Act, 2013, which are issued and not effective as at March 31, 2024.
37 Borrowing against current assets

The company has filed any quarterly returns or statements of current assets with banks or financial institutions.
(Rs. In Lakhs)
Month As per Books As per Statement Differences Reasons
June 1,179.00 1,179.00 - -
38 Books reconciliation with Statement sumbited to bank

The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with
the books of accounts
39 Other Statutory Information

The Company and its Subsidiaries does not have any Benami property, where any proceeding has bee initiated or pending against the Company and
a)
its Subsidiaries for holding any Benami property.
b) The Company and its Subsidiaries has not traded or invested in Crypto Currency or Virtual Currency during the financial year/period.
c) The Company and its Subsidiaries does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
The Company and its Subsidiaries does not have any such transaction which is not recorded in the books of accounts that has been surrendered or
d) disclosed as income during the period/year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant
provisions of the Income Tax Act, 1961).
The Company has not been declared a willful defaulter by any bank or other lender (as defined under the Companies Act, 2013), in accordance
e)
with the guidelines on willful defaulters.
f) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken.
The Company is in compliance with the number of layers prescribed under Clause (87) of Section 2 of the Companies Act read with the Companies
g)
(Restriction on number of Layers) Rules, 2017.
79 | P a g e
Disclosure under AS 15 “Employee Benefits”
Amount Recognized in the Balance Sheet

Particulars 31.3.24 31.3.23
(Present Value of Benefit Obligation at the end of the Period) 16.20 11.24
Fair Value of Plan Assets at the end of the Period - -
Funded Status (Surplus/ (Deficit))
Net (Liability)/Asset Recognized in the Balance Sheet 16.20 11.24
Expenses Recognized in the Statement of Profit or Loss for Current Period

Current Service Cost 6.20 2.69
Net Interest Cost 0.80 1.22
Expenses Recognized in the Statement of Profit or Loss 7.00 3.91
Current and Non-Current Liability

Current Liability 1.08 0.96
Non-Current Liability 15.12 10.28
Net Liability/(Asset) Recognized in the Balance Sheet 16.20 11.24
80 | P a g e
35 Ratios
FY 2023-24 FY 2022-23
Current Previous
Sr.No. Particulars Variance Reason for change
Numerator Denominator Numerator Denominator Period Period
The ratio has been Increased
due to the increased value of
a) Current Ratio 5,253.38 2,332.93 2,343.06 1,156.31 2.25 2.03 0.23
trade receivables and
inventories.
The ratio has been decreased
as a result of an increase in
Debt-Equity
b) 1,979.30 4,063.49 1,588.61 1,273.56 0.49 1.25 -0.76 increase in profits and issue
Ratio of additional equity shares
during the year.
The ratio has been elevated
Debt Service as a result of decrease in the
c) Coverage 862.13 615.24 190.86 849.91 1.40 0.22 1.18 borrowings and increase in
Ratio the amount as profit as
compared to previous year.
The ratio has been increased

Return on
d) 541.03 4,700.27 2.89 1,272.12 0.12 0.00 0.11 as there is an increase in the
Equity Ratio share capital.
Inventory as a result of the increased
e) turnover 3,587.36 719.99 658.99 347.06 4.98 1.90 3.08 purchase and an expansion
Ratio in inventory levels.
Trade The ratio has been elevated

Receivables due to an increase in
f) 5,026.92 2,641.06 1,095.41 1,647.33 1.90 0.66 1.24 revenue, coupled with a rise
turnover
Ratio in trade receivables.
Trade The ratio has been elevated

payables due to an increase in
g) 3,587.36 882.98 658.99 566.68 4.06 1.16 2.90 purchases, coupled with a
turnover
Ratio rise in trade payables.
The ratio has been elevated
Net capital
due to increase in the
h) turnover 5,026.92 2,920.46 1,095.41 1,186.75 1.72 0.92 0.80
revenue and increase in
Ratio
working capital.
Net profit as the revenue has been
i) 541.03 5,026.92 2.89 1,095.41 0.11 0.00 0.10
Ratio elevated resulting from the
sale of services.
as the earnings before
Return on
interest and tax have been
j) Capital 748.55 4,344.80 101.84 1,726.17 0.17 0.06 0.11
increased along with the
employed
increase in equity share
capital.
The ratio has been decreased
Return on
k) 7.70 334.56 1.66 14.48 0.02 0.11 -0.09 as a result of rise in the value
investment of investments.
For MASD & Co. LLP
FRN - 146249W

M. No. 165824 DIN: 06980548 DIN : 09843323
Place: Mumbai
Date: 30/05/2024

M. No. FCS 12565
81 | P a g e

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Notice & Annual Report 2023-2024

20TH ANNUAL REPORT

R M DRIP AND SPRINKLERS SYSTEMS

FOR THE FINANCIAL YEAR 2023-2024

Table of Contents Page Number

Managing Director’s Message 6

Notice Of 20th Annual General Meeting 7

Annexure I Secretarial Audit Report 34

Annexure II-Management Discussion & Analysis Report 39

Annexure III-Disclosure on remuneration of Managerial Personnel 42

Annexure IV-Compliance Certificate 43

Route Map to the Venue 48

Independent Auditor’s Report 50

Balance Sheet as at 31st March, 2024 60

Significant accounting policies 63

R M DRIP AND SPRINKLERS SYSTEMS LIMITED

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONAL

Name of Directors & Key Managerial Personnel Designation

REGISTRAR OR TRANSFER AGENTS

Our mission of RM Drip is to be the irrigation industry leader by 2025.

It gives me immense pleasure to welcome you all at the 20th

MANAGING DIRECTOR’S MESSAGE

It is a matter of pride and pleasure to present a year of growth and

We focused on improving the product mix and marketing

With Warm Regards,

1. Adoption of Audited Financial Statements –

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is

4. Appointment of M/s Bilimoria Mehta & Co. as Statutory Auditors of the

For and behalf of R M Drip and Sprinklers Systems Limited

Proxies submitted on behalf of limited companies, societies, etc., must be supported

4. Relevant documents referred to in the accompanying Notice and in the Explanatory

7. 7. Details of Directors seeking Appointment / Re-appointment at the 20 th Annual

Name Mr. Somnath Khanderao Date

effective changes, implementing systems and

a) Form ISR 3 3: For opting out of nomination by shareholder(s)

b) Form SH - 14: For cancellation or variation to the existing nomination of the

to write to the Company/RTA, accordingly arrangement shall be made to release the

BIGSHARE I-VOTE E-VOTING SYSTEM

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020,

iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9,

Type of Login Method

3) If the user is not registered for Easi/Easiest, op on to register is available

Login type Helpdesk details

Individual Shareholders holding securi es in Demat

 You are requested to launch the URL on internet browser: h ps://ivote.bigshareonline.com

 Click on I AM NOT A ROBOT (CAPTCHA) op on and login.

Vo ng method for shareholders on i-Vote E-vo ng portal:

 A er successful login, Bigshare E-vo ng system page will appear.

3. Custodian registra on process for i-Vote E-Vo ng Website:

 You are requested to launch the URL on internet browser: h ps://ivote.bigshareonline.com

Vo ng method for Custodian on i-Vote E-vo ng portal:

 A er successful login, Bigshare E-vo ng system page will appear.

Investor vote File Upload:

Helpdesk for queries regarding e-vo ng:

Login type Helpdesk details

For and behalf of R M Drip and Sprinklers Systems Limited

DETAILS OF DIRECTORS RETIRING BY ROTATION AND SEEKING RE-APPOINTMENT

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES