Your Directors are pleased in submitting their 33rd Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended 31stMarch 2017.
REVIEW OF PERFORMANCE
Financial Results of the Company for the year under review along with previous year'sFigures are given hereunder.
| || |
(Amount in Lacs)
|Particulars ||Financial Year ended 31st March 2017 ||Financial Year ended 31st March 2016 |
|Total Income ||6877.72 ||6702.96 |
|Profit/Loss (before Dep. & Tax) ||408.11 ||320.78 |
|Depreciation ||151.66 ||110.78 |
|Profit before Tax ||256.45 ||210.00 |
|Less: Provision for Tax ||52.50 ||60.00 |
|Add/(Less): Provision for Tax for earlier Years ||- ||- |
|Add/(Less): Deferred Tax Liability (Net) ||27.41 ||(17.35) |
|Profit after Tax ||231.36 ||132.65 |
|Prior period Adjustment ||- ||- |
|Net Profit ||231.36 ||132.65 |
|Balance Brought forward from previous years ||811.34 ||678.69 |
|Balance available for Appropriation ||1042.70 ||811.34 |
|Less: Proposed Dividend ||- ||- |
|Less: Tax on Proposed Dividend ||- ||- |
|Less: Tax on Propose Dividend relating to earlier years written back || || |
|Transfer to General Reserve ||- ||- |
|Balance Carried forward ||1042.70 ||811.34 |
OPERATIONAL AND FINANCIAL OVERVIEW
The Sales turnover for the year under review was Rs. 6877.72 Lacs as compared to Rs.6702.96 Lacs for the previous year. The company was able to earn a profit after tax forthe year under review of Rs. 231.36 Lacs as against a profit of Rs. 132.65 Lacs for theprevious year.
The Board of Directors of your Company has decided to Retain and Plough Back the Profitinto the Business of the Company thus no dividend is being recommended for this year.
TRANSFER TO RESERVES
The company has decided not to transfer any amount towards reserve.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there is no unpaid/unclaimed Dividend declared and paid last year the provisionof section 125 of the Companies Act 2013 do not apply.
Save as mentioned elsewhere in this report No material changes and commitmentsaffecting the financial position of the Company occurred Between the end of the FinancialYear to which this Financial Statement relate and the Date of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as requiredunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached as Annexure "A" forming part ofthis report.
REPORT ON CORPORATE GOVERNANCE
Your Company believes in sound practices of good Corporate Governance. TransparencyAccountability and Responsibility are the fundamental guiding principles for all thedecisions transactions and policy matters of the Company. A report on CorporateGovernance along with a certificate from the Statutory Auditors of the company regardingcompliance of conditions of Corporate Governance as stipulated under Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is attached as Annexure "B" and Annexure "C" forming part of thisreport.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES.
|S.no Associate Companies u/s 2(6) of the Companies Act 2013. ||% of Shareholding |
|1. Ramgarh Sponge Iron Pvt Ltd. ||23.5% |
|2. Manorath Distributors Pvt Ltd. ||33.44% |
DIRECTORS RESPONSIBILITY STATEMENT
The Board acknowledges the responsibility for ensuring compliance with the provisionsof clause (c) of sub section (3) of Section 134 of the Companies Act 2013 and Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and state that:
a) In the preparation of the annual accounts for the year ended 31st March2017 the applicable accounting standards had been followed along with the properexplanation relating to material departures;
b) The Directors had selected such Accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfan- view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Directors had prepared the annual accounts on a going concern basis;
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) The Directors had devised the proper systems to ensure compliance with theprovisions of all the applicable laws and that such systems were adequate and operatingeffectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr.Vivek Agrawal was appointed as the Additional Director of the Company by the Boardof Directors at their respective meeting held on 29* March 2017.
Mr. Binod kumar Agrawal (Independent director) of the company has expired on 17thJanuary 2017. The board placed on record the invaluable contribution of Mr Binod kumarAgrawal towards the progress of the company. Board of Directors had conveyed heart-feltcondolences to the bereaved family.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the company Ms. Priya Rungta is liable to retire by rotation and beingeligible offers himself for re-appointment. Your Board recommends his re-appointment.
During the year your company had total 5 (Five) Key Managerial Personnel namely Mr.Mahabir Prasad Rungta Chairman Cum Managing Director Mr. Krishna Murthy Nagarur JointManaging Director Mr. Tarun Kumar Megotia Wholetime Director Mr. Kamal kumar jain CFO andMs. Pooja Juneja Company Secretary.
The Board has met 17 times during the year on 6th April 2016 26thApril 2016 20th May 2016 10th June 2016 6th August2016 9th August 2016 30th August 2016 19th September2016 20th September 201615* October 201611th November 2016 14thDecember 20162nd January 2017 28th January 2017 11thFebruary 2017 18* February 2017 and 29* March 2017. The intervening gap between any twoBoard Meetings was within the period prescribed by the Companies Act 2013.
The terms and conditions of Independent Directors and their disclosure are disclosed onthe website of the Company and can be accessed at http://www.rungtairrigation.in.
During the year the Board formulated and adopted a Board evaluation framework forevaluating the performance of the Board as a whole Committees of the Board and theindividual Directors on the Board.
DISCLOSURE ON COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee of the board as on 31st March 2017 consists of thefollowing 3 (three) members:
A. Mr. Devanand Mishra (Independent Director)
B. Mr. Sheo Kumar Poddar (Independent Director)
C. Mr. Ramesh Behari Mathur (Independent Director)
The company has established a vigil mechanism which overseas through the Committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against the victimization of employees and Directors whoexpress their concerns. The Company has also provided direct access to the Chairman of theAudit Committee on reporting issues concerning the interests of the employees and theCompany. The vigil mechanism/whistle blower policy of the Company has been uploaded on thewebsite of the Company and can be accessed at http://www.rungtairrigation.in.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration committee of the board as on 31st March2017 consists of the following 3 (three) members:
A. Mr. Devanand Mishra (Independent Director)
B. Mr. Sheo Kumar Poddar (Independent Director)
C. Mr. Ramesh Behari Mathur (Independent Director)
The Company's policy relating to appointment of Directors payment of managerialremuneration Director's Qualification positive attributes Independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013 andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is attached to this report as Annexure "D".
LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013
The particulars of Loans guarantees or investments made under Section 186 of theCompanies Act 2013 is furnished in the notes to the Financial Statements for the yearended 31st March 2017.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
The Company has adopted Framework on Related party Transactions for the purpose ofidentification and monitoring of such Transactions.
Details of Material Contracts and arrangements or transactions with related party on anarm's length basis with respect to transactions covered under Section 188(1) of the Act inthe prescribed Form No. AOC-2 is attached in Annexure - E. Further details of RelatedParty transactions as required to be disclosed by Accounting Standard-18 on "RelatedParty Disclosures" specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 are given in the Notes to the Financial Statements.
During the year the Company has not entered into any transactions with Related Partieswhich are not on an arm's Length Basis and which require disclosure in this report interms of the provisions of Section 188(1) of the Act.
The Company has neither accepted nor renewed any deposits during the year under review.GOING CONCERN STATUS
No significant and material orders have been passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in thefuture.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.
Financial Statements i.e. Balance Sheet Profit and Loss account and Cash FlowStatement together with notes thereon are through the process which has automated as wellas manual controls to ensure accuracy of recording of all transactions which have takenplace during any accounting period and the resultant financial position at the period end.All the data pertaining to payroll purchase manufacturing selling dispatch and otheractivities are recorded through ERP systems operating in factories as well as head office.All data/transactions entered in systems are checked by various functional personnel onthe basis of supporting documents and records then the accounting entries are checked byaccounts personnel and finally those validated by managerial personnel.
At periodic interval the accounting data are complied and financial statements areprepared. While preparing the financial statements it is ensured that all transactionspertaining to the accounting period are recorded. Fixed assets stocks all significantitems of store and monetary assets are physically verified. Balance Confirmations areobtained for all significant items of trade receivables and balances.
After preparation of the financial statements all items appearing in the financialstatements are analyzed in order to ensure overall reasonableness.
The Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of fraud and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in Annexure "F" and forming part of this Report.
In the terms of Section 204 of the Companies Act 2013 the secretarial audit of theCompany for the year ended on 31st March 2017 was conducted by Mr. Amit KumarPracticing Company Secretary. The secretarial auditor's report is attached to this Reportas Annexure "G" forming part of this report. There are no qualificationsreservations or adverse remarks made by the secretarial auditor of the Company in theirrespective reports.
In accordance with the requirement of section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 the Board of Director of your Company hasappointed M/s S. Shekhar & Co. Cost Accountants to conduct audit of cost accountingrecords of the Company for the financial year 2017-18.
Pursuant to the provisions of Rule 14 of the Companies (Audit and Auditors) Rules2014 the remuneration of the cost auditors is required to be ratified by the members atthe ensuing Annual General Meeting of the company.
The aforesaid firm of cost accountants also conducted cost audit for the year ended 31stMarch 2016 and the Cost Audit Report for the said year was filed with the Ministry ofCorporate Affairs on 30th September 2016.
The Board has recommended M7s. Mamraj & Co. Chartered Accountants New Delhireappointed as Statutory Auditors of the company who have provided written certificateunder the provisions of section 139 of the Companies act 2013.
As required under section 139 of the Companies Act 2013 certificates have beenreceived from them to the effect that their appointment if made will be in accordancewith the limits specified under the act. Your directors recommend their appointment.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy: The Company is continuously making sincere efforts towardsconservation of energy. The information pertaining to conservation of energy as requiredunder Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 is furnished in Annexure "H" forming part of thisreport.
Technology Absorption: The Company is taking care of latest developments andadvancements in technology and all steps are being taken to adopt the same.
Foreign Exchange earnings and outgo:
| || ||(Amount in Rs. Lacs) |
| ||2016-2017 ||2015-2016 |
|Total foreign exchange inflow ||147.18064 ||194.89576 |
|Total foreign exchange outflow ||0.62568 ||0.35651 |
RISK MANAGEMENT POLICY
The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very nominal.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to your company.
PARTICULARS OF EMPLOYEES
During the year under review none of the Company's employee was in receipt ofremuneration as prescribed under section 197(12) of the Companies Act 2013 read with rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andhence no particulars are required to be disclosed in this Report.
The Company has a large work force employed and hence the welfare and well being of theworkers are monitored closely. Harmonious relations with its employees are beingmaintained.
In terms of requirements of Section 4 of Sexual harassment of Women at work place(Prevention Prohibition and Rehabilitation) Act 2013 the Company has formed internalComplaints Committees for its work place. During the year no complaints regarding SexualHarassment were received by the set Committee.
Your Board of Directors wish to place on record its sincere appreciation for thededicated services rendered by the executives staff and workers at all levels for smoothfunctioning of the organization.
The policy of recognition inspired the employees to contribute their best effort forthe Company.
STOCK EXCHANGE LISTING
Presently the shares of the Company are listed on the Bombay stock Exchange (BSE).
Your Directors place on record their sincere thanks to Bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. The Board also places on recordtheir appreciation of the devoted services of the employees. Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed on yourCompany.
|Date : 09th August 2017 ||For and on Behalf of the Board |
|Place: New Delhi ||For Rungta Irrigation Ltd. |
| ||Sd/- |
| ||(M.P. Rungta) |
| ||Chairman cum Managing Director |