<dhhead>BOARDS' REPORT </dhhead>
To
The Members,
Narmada Macplast Drip Irrigation Systems Limited
Ahmedabad
Your Directors have pleasure in presenting the 33rd Annual
Report of the Company with the audited statements of accounts for the year ended 31st
March, 2025.
1. FINANCIAL RESULTS:
(Rs. In Lakhs)
Particulars |
For the Year 2024-25 |
For the Year 2023-24 |
Turnover & Other Income |
1,280.58 |
203.50 |
Net Profit before Depreciation &
amortization |
647.62 |
2.96 |
Less: Depreciation |
1.06 |
1.77 |
Net Profit/ Loss Before Extra-Ordinary Item |
646.56 |
1.19 |
Current Tax |
107.39 |
1.01 |
Net Profit for the year |
539.17 |
0.18 |
2. STATE THE COMPANY'S AFFAIRS AND OPERATIONS:
The Company is engaged in business of drip irrigation system. During
the year, your Company had a turnover and earned other income in tune of Rs. 1,280.58/-
lakhs as compared to the total revenue of Rs. 203.50 lakhs recorded for the previous year
and the net profit before tax for the current year is Rs. 646.56 lakhs as compared to the
profit of Rs. 1.19/- lakhs as recorded in the previous year.
3. CHANGE IN NATURE OF BUSINESS:
During the year under Report, there was no change in the nature of
business of the Company.
4. TRANSFER TO RESERVES:
The Board of Directors has carried profit of Rs. 18,000/- to reserve
account.
5. DIVIDEND:
During the financial year 2024-25, the Company has not declared any
Dividend. In the Financial Year 2025-26, the Company has declared the intrim dividend at
the rate of Rs. 0.10 per equity share of the company.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION
FUND
There is no dividend declared in the previous year and hence no amount
is required to be transferred to Investor Education and Protection Fund
7. FIXED DEPOSITS:
The Company neither has accepted nor invited any deposit from the
public, within the meaning of section 73 of the Companies, Act, 2013 and the Rules made
thereunder.
8. SHARE CAPITAL
The Authorized Share Capital of the Company is Rs.5,00,00,000/- and
paid-up share capital of the Company is Rs. 3,62,30,000/-. Each share is of Rs. 10/-
9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END
OF FINANCIAL YEAR
There are no any material changes and commitments occurred after the
end of the financial year, which is affecting the financial position of the Company.
10. CHANGE IN RTA
The company has changed the from Purva Sharegistry (India) Pvt. Ltd to
Accurate Securities And Registry Pvt Ltd w.e.f. 04th December, 2024.
11. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
There are no holding, subsidiaries, joint ventures or associate company
of the Company. During the financial year ended on 31st March, 2025, the
performance and financial position of subsidiaries, associates and joint ventures as per
rule 8(1) of the Companies (Accounts) Rules, 2014 is not applicable.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the period of this report, there has been following changes in
the top management of the Company:
1. Mr. Rohilkumar Manishkumar Sadiwala (DIN: 10399147) had resigned
from the post of Additional Director with effect from May 30, 2024.
2. Mr. Kamlesh Dayalal Patel (DIN: 10399140) had resigned from the post
of Additional Director with effect from May 30, 2024.
3. Ms. Juhi Rajendrakumar Chaturvedi had resigned from the post of
Company Secretary
and Compliance officer of the Company on 15th September,
2024.
4. Ms. Swati Jain was appointed as Company Secretary and Compliance
officer of the Company w.e.f. 14th November, 2024.
5. Ms. Swati Jain had resigned from the post of Company Secretary and
Compliance officer of the Company on 31st March, 2025.
6. Ms. Hemangi Akshaykumar Vasoya was appointed as the Compliance
Officer of the Company as per Regulation 6 of SEBI (LODR) Regulations, 2015 w.e.f. 08th
April, 2025.
Retirement by rotation and Re-appointment of Director:
Ms. Daxaben Jitenkumar Vaghasia, Director of the Company is liable to
retire by rotation at the ensuing AGM in compliance with the provisions of Section 152 of
the Companies Act, 2013 read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 and the Articles of Association of the Company and being eligible
has offered herself for reappointment.
All the Directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of section 164 of the Companies
Act, 2013.
13. ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT 9 is exempted vide Ministry of Corporate Affairs Notification dated 05th
March, 2022. The Annual Return as referred in Section 134(3)(a) of the Act for the
financial year ended 31st March, 2025 is available on the website of the Company at
https://www.narmadadrip.com
14. SUBSIDIARY, JOINT VENTYRE AND ASSOCIATE COMPANY
The company does not have and subsidiary, holding or Associate Company.
The Company has not come into Joint Venture with any other organization.
15. MEETINGS OF BOARD
During the year, the Board of Directors met 10 (Ten) times during the
financial year 2024-25, the details of which are given in the Corporate Governance Report
that forms part of this Annual Report. The maximum interval between any two meetings did
not exceed 120 days.
The Board held 10 (Ten) meetings during the period ended on 31st
March, 2025 i.e., on 30.05.2024, 07.08.2024, 17.08.2024, 04.09.2024, 02.10.2024,
12.10.2024, 14.11.2024, 04.12.2024, 13.01.2025 and 31.03.2025.
16. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual directors based on inputs from the directors.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings. Also, the
Chairman was evaluated on the key aspects of his role.
In the separate meeting of independent directors, performance of
non-independent directors, performance of the board as a whole and performance of the
Chairman was evaluated. The same was discussed in the Board meeting that followed the
meeting of the independent directors, at which the performance of the Board, its committee
and individual director was also discussed.
17. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate internal financial controls commensurate with
the nature & size of business of the Company.
18. DECLARATION BY INDEPENDENT DIRECTORS
(Pursuant to Provisions of section 149(6) Of the Companies Act, 2013)
All the Independent Directors of the Company do hereby declare that:
(1) All the Independent Directors of the Company are neither Managing
Director, nor a Whole Time Director nor a manager or a Nominee Director. (2) All the
Independent Directors in the opinion of the Board are persons of integrity and possesses
relevant expertise and experience. (3) Who are or were not a Promoter of the Company or
its Holding or subsidiary or associate Company. (4) Who are or were not related to
promoters or directors in the company, its holding, subsidiary or associate Company. (5)
Who has or had no pecuniary relationship with the company, its holding, subsidiary or
associate company or their promoters or directors, during the two immediately preceding
financial years or during the current financial Year. (6) None of whose relatives has or
had pecuniary relationship or transaction with the company, its holding, subsidiary, or
associate company, or their promoters, or directors, amounting to two percent or more of
its gross turnover or total income or fifty lacs rupees or such higher amount as may be
prescribed, whichever is lower, during the two immediately preceding financial years or
during the current financial year, (7) Who neither himself, nor any of his relatives, (a)
Holds or has held the position of a key managerial personnel or is or has been employee of
the company or its holding, subsidiary or associate company in any of three financial
years immediately preceding the financial year in which I\he is proposed to be appointed.
(b) Is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the financial years in which he is
proposed to be appointed of (i) A firm of auditors or company secretaries in practice or
cost auditors of the company or its holding, subsidiary or associate company; OR (ii) Any
legal or a consulting firm that has or had any transaction with the company, its holding,
subsidiary or associate company amounting to ten per cent, or more of the gross turnover
of such firm; (iii) Holds together with his relatives two per cent, or more of the total
voting power of the company; OR (iv) Is a Chief Executive or director, by whatever name
called, or any nonprofit organization that receives twenty five per cent or more of its
receipts from the Company, any of its promoters, directors or its holding, subsidiary or
associate company or that holds two per cent or more of the total voting power of the
company; OR (v) Who possesses such other qualifications as may be prescribed.
19. DIRECTORS’ RESPONSIBILITY STATEMENT
In terms of section 134 Clause(C) of Sub-Section (3) of the Companies
Act, 2013, in relation to financial statements for the year 2024-25, the Board of
Directors state:
a) In the preparation of the annual accounts for the financial year
ended 31st March 2024, as far as possible and to the extent, if any, accounting
standards mentioned by the auditors in their report as not complied with, all other
applicable accounting standards have been followed along with proper explanation relating
to material departure;
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 at the end of the
financial year and profit and loss account of the Company for that period;
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 in the case of a listed company 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 have devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
20. DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178(1)
In compliance with Section 178 (1) of the Companies Act, 2013 the Board
of Directors do hereby declare that: a. The Company has proper constitution of the Board
of Directors including
Independent Directors. b. The Company has constituted Nomination and
Remuneration Committee,
Stakeholders Relationship Committee, Audit Committee as per
requirements of provisions of the Companies Act 2013. c. The Company has the policy for
selection and appointment of independent directors who are persons of reputation in the
society, have adequate educational qualification, sufficient business experience and have
integrity & loyalty towards their duties. d. Company pays managerial remuneration to
its Managing/ Whole Time Director. e. The Independent Directors are not paid sitting fee
for attending Board and other committee meetings held by the Board from time to time. f.
The Company is not paying any commission on net profits to any directors.
21. AUDIT COMMITTEE
The Detail pertaining to composition of audit committee, its scope and
attendance of members are included in the Corporate Governance Report, which forms part of
this report.
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22. STATUTORY AUDITORS
M/s. Dharit Mehta & Co, Chartered Accountants (M. No. 137728W) were
appointed for the period of five years that is from conclusion of 29th Annual
General meeting till the conclusion of 34th Annual general meeting to be held
in financial year 2025-26.
During the year, M/s. Dharit Mehta & Co, Chartered Accountants (M.
No. 137728W) has resigned as Statutory Auditors of the Company w.e.f 10th September, 2024
and M/s. Rajendra J. Shah & Co., were appointed as Statutory Auditors of the Company
until the conclusion of this 33rd Annual General Meeting.
At this 33rd AGM the Board Members proposed the appointment
of M/s. Rajendra J. Shah & Co., Chartered Accountants (Firm Registration No. 0108369W)
as Statutory Auditors of the Company to hold office for a period of five years from the
conclusion of this AGM till the conclusion of the 38th AGM to be held in the
year 2029-2030.
The Report given by the Statutory Auditors on the financial statement
for the financial year ending on 31st March, 2025 of the Company is part of
this Report. There are no qualifications or adverse remarks in the Auditors’ Report
which require any clarification/ explanation. The Notes on financial statements are self-
explanatory, if any, and needs no further explanation.
23. SECRETARIAL AUDITORS
Pursuant to the provisions of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration personnel) Rules, 2014,
the Board of Directors appointed M/s. Bharat Prajapati & Co., (ICSI Firm Registration
Number: S2012GJ176800, Peer Review No.: 2367/2022) to conduct Secretarial Audit of the
Company for Financial Year 2024-25. The Report of the Secretarial Audit Report is set out
in an annexure as Annexure ‘I’ to this report.
In compliance with Regulation 24A of the SEBI Listing Regulations and
Section 204 of the Act, the Board at its meeting held on August 13, 2025, based on
recommendation of the Audit Committee, has approved the appointment of M/s. Bharat
Prajapati & Co., (ICSI Firm Registration Number: S2012GJ176800, Peer Review No.:
2367/2022), Practising Company Secretaries, a peer reviewed firm as Secretarial Auditors
of the Company for a term of five consecutive years commencing from FY 2025-26 till FY
2029-30, subject to approval of the Members at the ensuing AGM.
With regard to observations of the Secretarial Auditor for
non-compliances of various provisions of the Companies Act, 2013 and Listing Regulations,
it is stated that the Company is not having major operations and the management of the
Company is striving hard to operative effectively and taking steps to make necessary
compliances under the Companies Act, 2013 and Listing Regulation.
In connection, with the auditors’ observation in the Secretarial
Audit Report, the explanation/ clarifications of the Board of Directors are as under:
Observations by the
Secretarial Auditor |
Reply to the Observations
by the Board |
1. During period under review,
the company has not installed Structured Digital Database (SDD) to track insider trading
from 01st April, 2024. |
The company has installed the
Structured Digital Database (SDD) to track insider trading from January, 2025. |
24. DISCLOSURE WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE
CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE
COMPANIES ACT, 2013
Under Section 148 of the Companies Act, 2013, the Central Government
has prescribed maintenance and audit of cost records vide the Companies (Cost Records and
Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3
of the said Rules. The Company does not fall under Maintenance and audit of cost records
and accordingly maintenance cost records and audit provisions are not applicable to the
Company.
25. PARTICULARS OF EMPLOYEES:
The particulars of employees in accordance with the provisions of
Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment
and
Remuneration of Managerial Personnel) Rules, 2014, is set out in an
Annexure ‘II’ to this report. On an average during the year total employees in
the Company were four excluding Managing Director and Whole time Director of the Company.
The particulars of employees falling under the purview of Section 197
read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are - NIL.
26. DISCLOSURE ON FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF
THE ACT
There were no offences involving an instance of fraud reported by the
Auditors of the Company under sub- section (12) of Section 143 of the Act other than those
which are reportable to the Central Government for the year ended March 31, 2025.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loan, Guarantee and Investments covered under the provisions
of Section 186 of the Companies Act, 2013 are given in the notes to the Financial
Statements.
28. RELATED PARTY TRANSACTIONS:
All the transactions entered into with related parties as defined under
the Companies Act, 2013 and the Listing Regulation, if any, during the year were on an
arm’s length price basis and in the ordinary course of business. Such transactions
have been approved by the Audit Committee. The Board of Directors of the Company has
formulated the Policy on Related Party Transactions.
During the Financial Year 2024-25, the Company did not have any
material pecuniary relationship or transactions with Non-Executive Directors. In the
preparation of financial statements, the Company has followed the Accounting Standards.
The significant accounting policies which are applied have been set out in the Notes to
Financial Statements. The Board has received disclosures from Key Managerial Personnel,
relating to material, financial and commercial transactions where they and/or their
relatives have personal interest. There are no materially significant related party
transactions which have potential conflict with the interest of the Company at large as
per Annexure III.
29. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The Company production unit is closed since more than three years;
hence this clause is not applicable as mentioned in Annexure IV.
30. CORPORATE GOVERNANCE:
Provisions of Para C, D and E of Schedule V of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your
Company. Hence, report on Corporate Governance is not annexed.
31. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Listing Obligation and Disclosure Requirement Regulation,
2015 of the SEBI, Management Discussion and Analysis Report are annexed herewith and form
part of this Report.
32. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The provisions for Corporate Social Responsibility Committee and
Corporate Social Responsibility activities are not applicable to the Company for the
financial year 2024-25.
33. ESTABLISHMENT OF VIGIL MECHANISM:
The Company promotes ethical behavior in all its business activities
and has put in place a mechanism for reporting illegal or unethical behavior. The Company
has adopted a Whistle-Blower Policy/ Vigil mechanism, which provides a formal mechanism
for all employees of the Company to make protected disclosures to the Management about
unethical behavior, actual or suspected fraud or violation of the Company’s Code of
Conduct. Disclosures reported are addressed in the manner and within the time frames
prescribed in the Policy. During the year under review, no employee of the Company has
been denied access to the Audit Committee.
34. BOARD COMMITTEE:
The Board of Directors of your Company had already constituted various
Committees in compliance with the provisions of the Companies Act, 2013 and / or Listing
Regulation viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee. During the year under review, in compliance with the Listing
Regulations.
All decisions pertaining to the constitution of Committees, appointment
of members and fixing of terms of reference/ role of the Committee are taken by the Board
of Directors.
Details of the role and composition of these Committees, including the
number of meetings held during the financial year and attendance at meetings, are provided
in the Annexure V the Annual Report.
35. INDEPENDENT DIRECTORS MEETING:
During the year under review, the Independent Directors of the Company
met on 03rd June, 2024, interalia to discuss: i) Evaluation of Performance of
Non-Independent Directors and the Board of Directors of the Company as a whole. ii)
Evaluation of performance of the Chairman and/ or Managing Director of the Company, taking
into views of Executive and Non-executive Directors. iii) Evaluation of the quality,
content and timelines of flow of information between the Management and the Board that is
necessary for the Board to effectively and reasonably perform its duties.
36. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Your Company's policy on Directors' appointment and remuneration and
other matters provided in Section 178 (3) of the Companies Act, 2013 is set out in an
annexure as ‘Annexure VI’ to this report.
37. RISK MANAGEMENT POLICY:
The Board reviews the risks associated with the Company every year
while considering the business plan. Considering the size of the Company and its
activities, it is felt that the development and implementation of a Risk management policy
is not relevant to the Company and in the opinion of the Board there are no risks which
may threaten the existence of the Company.
38. IND AS
The financial statements have been prepared in accordance with Ind AS
prescribed under the Companies Act, 2013 as amended from time to time and other relevant
provisions of the Act.
39. SECRETARIAL STANDRAD OF ICSI
The Directors state that applicable Secretarial Standards, i.e. SS-1
and SS-2, relating to
‘Meetings of the Board of Directors’ and ‘General
Meetings’, respectively, have been duly followed by the Company.
40. SHARES
A. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
B. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
C. BONUS SHARES
The Company has not issued any Bonus Shares during the year under
review.
D. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
41. AFFIRMATION AND DISCLOSURE:
All the Members of the Board and the Senior Management Personnel have
affirmed their compliance with the Code of Conduct as on 31st March, 2025 and a
declaration to that effect, signed by the Managing Director, forms an integral part of
this report.
42. SEXUAL HARASSMENT POLICY:
The Company has in place a Prevention of Sexual Harassment policy in
line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been setup to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
During the year 2024-25, no complaints were received by the Company
related to sexual harassment.
The Board states that the company has complied with provisions relating
to the constitution of Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with the following
details: - (a) number of complaints of sexual harassment received in the year NIL
(b) number of complaints disposed off during the year NIL (c)
number of cases pending for more than ninety days year -- NA
The company is in compliance with respect to the provisions relating to
the Maternity Benefit Act, 1961.
43. APPRECIATION:
Your Directors wish to place on record their sincere appreciation and
gratitude for the valuable support and co-operation received from the Customers and
Suppliers, various Financial Institutions, Banks, Government Authorities, Auditors and
Shareholders during the year under review. Your Directors wish to place on record their
deep sense of appreciation for the devoted services of the Executives, Staff and Workers
of the Company for its success.
By the order of the Board |
For, For NARMADA MACPLAST DRIP |
IRRIGATION SYSTEMS LIMITED |
JITEN VRAJLAL VAGHASIA |
WHOLE TIME DIRECTOR |
DIN: 02433557 |
Place: Ahmedabad |
Date: 04.09.2025 |
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