Your Directors are pleased in submitting their 32nd Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended 31st March 2016.
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 2016 ||Financial Year ended 31st March 2015 |
|Total Income ||6702.96 ||6716.81 |
|Profit/Loss (before Dep. & Tax) ||320.78 ||386.86 |
|Depreciation ||110.78 ||140.00 |
|Profit before Tax ||210.00 ||246.86 |
|Less: Provision for Tax ||60.00 ||49.40 |
|Add/(Less): Provision for Tax for earlier Years ||- ||- |
|Add/(Less): Deferred Tax Liability (Net) ||(17.35) ||15.17 |
|Profit after Tax ||132.65 ||212.63 |
|Prior period Adjustment ||- ||- |
|Net Profit ||132.65 ||212.63 |
|Balance Brought forward from previous years ||678.69 ||466.06 |
|Balance available for Appropriation ||811.34 ||678.69 |
|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 ||811.34 ||678.69 |
OPERATIONAL AND FINANCIAL OVERVIEW
The Sales turnover for the year under review was Rs. 6702.96 Lacs as compared to Rs.6716.81 Lacs for the previous year. The company was able to earn a profit after tax forthe year under review of Rs. 132.65 Lacs as against a profit of Rs. 212.63 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.
The Company does not have any Subsidiary Joint Venture or Associate Company.
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 March 2016 theapplicable accounting standards had been followed along with the proper explanationrelating 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 andfair 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. Ajay Kumar Sharma and Ms. Priya Rungta were appointed as the Additional Director ofthe Company by the Board of Directors at their respective meeting held on 28th March2016.
However due to preoccupation Ms. Shruti Rungta whole time director of the company hadresigned from the directorship of the company on 28th March 2016.
Mr. Samrat Jain Non executive Director of the company ceased to be the Director of thecompany w.e.f. 15th January 2016.
At the last Annual General Meeting Mr. Binod Kumar Agrawal was appointed as theIndependent Director of the company w.e.f. 19th May 2015.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the company Mr. Ajay Kumar Sharma & Ms. Priya Rungta are liable toretire by rotation and being eligible offers themselves for reappointment. Your Boardrecommends their re-appointment.
During the year your company had total 6 (Six) Key Managerial Personnel namely Shri.Mahabir Prasad Rungta Chairman Cum Managing Director Shri. Krishna Murthy Nagarur JointManaging Director Mr. Tarun Kumar Megotia Wholetime Director Ms. Shruti RungtaWholetime Director Shri Bajrang Singh Shekhawat CFO and Ms. Pooja Juneja CompanySecretary.
The Board has met 16 times during the year on 6th May 2015 19th May 2015 28th May2015 29th June 2015 6th August 2015 11th August 2015 24th August 2015 15 September2015 22nd October 2015 9th November 2015 4th December 2015 15th January 2016 25thJanuary 2016 28th January 2016 24th February. 2016 and 29th March 2016. The interveninggap between any two Board Meetings was within the period prescribed by the Companies Act2013.
The terms and conditions of Independent Directors and their disclosure are disclosed onthe website of the Company and can be accessed athttp://www.rungtairrigation.in/investors/pdf/disclosure.
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 consists of the following 3(three) members:
A Mr. M.P Rungta
B. Mr. S.K Poddar
C. Mr. Devanand Mishra
The above composition of the Audit Committee consists of 2 (two) independent Directorsi.e. Mr. S.K. Poddar and Mr. Devanand Mishra who forms the majority.
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/investors/pdf/vigilmechanism
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration committee of the board as on 31st March 2016 comprisedof:
Mr. Devanand Mishra as its Chairman Mr. S.K. Poddar as its member and Mr. Vikash KumarMegotia as its member. The Company's policy relating to appointment of Directors paymentof managerial remuneration Director's Qualification positive attributes Independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is 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 2016.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
There was no contract or arrangement made with related parties as defined under Section188 of the Companies Act 2013 during the year under review. Form AOC-2 is enclosed withthis report as Annexure "E" forming part of this report.
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 2016 was conducted by Mr. Amit Kumar PracticingCompany Secretary. The secretarial auditor's report is attached to this Report as Annexure"G" forming part of this report. There are no qualifications reservations oradverse remarks made by the secretarial auditor of the Company in their respectivereports.
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 2016-17.
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 ended31st March 2015 and the Cost Audit Report for the said year was filed with the Ministryof Corporate Affairs on 30th September 2015
M/s Andros & Co. Chartered Accountants was appointed as the statutory auditors ofthe company in the last Annual General Meeting held on 25th September 2015 who have nowshown their unwillingness to continue as the Auditors of the Company and has submittedtheir resignation for the same.
The Board has recommended M/s. Mamraj & Co. Chartered Accountants New Delhi to bethe new Statutory Auditors of the company who have provided written certificate under theprovisions 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 this report.
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)
| ||2015-2016 ||2014-2015 |
|Total foreign exchange inflow ||194.89576 ||154.79 |
|Total foreign exchange outflow ||0.35651 ||0.57 |
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 wit 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 is 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). ACKNOWLEDGEMENTS
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 2016 ||For and on Behalf of the Board |
|Place: New Delhi ||For Rungta Irrigation Ltd. |
| ||Sd/- |
| ||(M.P. Rungta) |
| ||Chairman cum Managing Director |