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Rungta Irrigation Ltd.

BSE: 530449 Sector: Industrials
NSE: N.A. ISIN Code: INE347C01013
BSE 00:00 | 30 Sep 44.60 -2.30
(-4.90%)
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NSE 05:30 | 01 Jan Rungta Irrigation Ltd
OPEN 48.00
PREVIOUS CLOSE 46.90
VOLUME 255
52-Week high 50.50
52-Week low 18.95
P/E 24.51
Mkt Cap.(Rs cr) 40
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 48.00
CLOSE 46.90
VOLUME 255
52-Week high 50.50
52-Week low 18.95
P/E 24.51
Mkt Cap.(Rs cr) 40
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rungta Irrigation Ltd. (RUNGTAIRRIGATN) - Director Report

Company director report

REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS FOR THE YEAR ENDED MARCH 31 2021.

Dear Members

Your Directors are pleased to present the Company's 37th Annual Report and theCompany's audited financial statements for the financial year ended March 31 2021.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2021 is summarizedbelow:

PARTICULARS STANDALONE
2020-21 2019-20
Rs lacs Rs lacs
Revenue from operation 4445.29 4514.30
Other Income 361.92 652.23
Total Revenue 4807.21 5166.54
Profit before Depreciation and Tax - -
Depreciation and amortization expenses 94.83 103.81
Profit Before Extraordinary items and Tax 123.34 100.24
Extraordinary Items - -
Tax Expense - -
(Current Tax) (29.09) (32.00)
(Deferred Tax) (30.91) 16.97
Income Tax Related to Previous Year (7.91) (2.46)
Profit After Tax 55.43 82.75
Other Comprehensive Income 24.57 (6.90)
Total Comprehensive Income for the Year 80.00 75.85

FINANCIAL PERFORMANCE REVIEW AND ANALYSIS

The Sales Turnover for the year under review was Rs. 4445.29 Lakhs as compared to Rs.4514.30 Lakhs for the previous year. The company was able to earn a profit after tax forthe year under review of Rs. 55.43 Lakhs.

DIVIDEND

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

During the financial year there was no amount proposed to be transferred to theReserves.

SHARE CAPITAL

The Company paid-up Equity Share Capital continues to stand at Rs.88561000 as onMarch 31 2021. During the year the Company has not issued any shares or convertiblesecurities. The Company does not have any Scheme for issue of shares including sweatequity shares to the employees or directors of the Company. But the authorized sharecapital of the Company was increased from Rs.160000000 to Rs.200000000 as on March18 2021 through Postal Ballot.

MATERIAL CHANGES AFFECTING THE COMPANY

Except the impact of COVID-19 there has been no material changes and commitmentsaffecting the financial position of the Company between the end of the financial year andthe date of this report. There has been no change in the nature of the business of theCompany.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

No significant material orders have been passed during the year under review by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate section on corporate governance practices followed by the Company togetherwith a certificate from the auditors confirming its compliance forms a part of this AnnualReport as per SEBI Regulations. Further as per Regulation 34 read with Schedule V of theListing Regulations a Management Discussion and Analysis report is attached as Annexure"A" or Annexure "B".

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

There are no present subsidiaries joint ventures and associate companies.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisionsof clause (c) of subsection (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 March2021 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 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.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company has also implemented several best governance practices.The report on Corporate Governance as stipulated under the Listing Regulations forms anintegral part of this Report. The requisite certificate from the Auditors of the

Company confirming compliance with the conditions of Corporate Governance is attachedto the report on Corporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with the requirements ofthe Companies Act 2013 read with SEBI Listing Regulations.

During the year under review Mr Tarun Kumar Megotia (DIN: 01098092)) ceased to be aDirector of the Company w.e.f October 02 2020. The Board places on record itsappreciation towards valuable contribution made by Mr. Tarun Kumar Megotia during histenure as a Director of the Company.

During the year the term of Mr. Devanand Mishra (DIN: 00229118) as an IndependentDirector is completed and he ceased to be a Director of the Company.

Also during the year Mr. Krishnamurthy Nagarur (DIN: 00255537) ceased to be the JointManaging Director of the Company w.e.f March 31 2021. The Board places on record deepsense of gratitude and appreciation for his immense contributions.

Further the Company has received declarations from all the Independent Directorsstating that they meet the criteria of independence as given under Section 149 of theCompanies Act 2013 and the relevant provisions of SEBI Listing Regulations.

During the year under review Mr. Sachin Chief Financial Officer tendered hisresignation from the position of CFO w.e.f October 15 2020. In his place Ms. Swati Gargwas appointed as the Chief Financial Officer of the Company w.e.f from October 15 2020.

DECLARATION BY INDEPENDENT DIRECTORS

In terms with Section 149(7) of the Companies Act 2013 Independent Directors of theCompany have submitted declarations that they meet the criteria of independence. TheIndependent Directors have also complied with the Code for Independent Directors as perSchedule IV of the Companies Act 2013. Out of all our Independent Directors twoIndependent Directors namely Mr. Devesh Poddar and Mr. Abdul Kalam are registered on theIndependent Directors Databank.

PERFORMANCE EVALUATION

The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which include criteriafor performance evaluation of Non-executive Directors and Executive Directors. Theevaluation process inter alia considers the attendance of Directors at Board and committeemeetings acquaintance with business communicating inter-se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategy.

The Board carried out an annual performance evaluation of the Board CommitteesIndividual Directors and the Chairperson. The Chairman of the respective Committees sharedthe report on evaluation with the respective Committee members. The performance of eachCommittee was evaluated by the Board based on the report on evaluation received fromrespective Committees. The report on performance evaluation of the Individual Directorswas reviewed by the Chairman of the Board and feedback was given to Directors.

REMUNERATION POLICY

The board has on the recommendation of the Nomination & Remuneration Committeelaid down a Nomination & Remuneration Policy for selection and appointment of theDirectors Key Managerial Personnel and Senior Management and their remuneration. TheRemuneration Policy has been given in Corporate Governance Report forming part of AnnualReport and it is also available on the website of the Company and the web link ishttps://www.rungtairrigation.in/investor-information/download-info/remuneration-policy/.

DEPOSITS

During the year under review the company did not accept any deposits given underChapter V of Companies Act 2013.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has in place a formal policy for the prevention of sexual harassment ofits employees at the workplace. The Company is in compliance with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and has adopted apolicy on Sexual Harassment to prohibit prevent or deter any acts of sexual harassment atworkplace and to provide the procedure for the redressal of complaints pertaining tosexual harassment thereby providing a safe and healthy work environment. Further duringthe year under review there was no case filed pursuant to the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2020-2021 there is no materially significant related partytransaction with the Company's Promoters directors the management or their relativeswhich may have potential conflict with the interest of the Company at large. The Companyhas also formulated a policy on dealing with the Related Party Transactions (including formaterial related party transactions) and necessary approval of the Audit Committee andBoard of Directors were taken wherever required in accordance with the Policy.

The details of such policies for dealing with all related party transactions aredisseminated on the website of the Company www.rungtairrigation.in.

In compliance with section 188(1) of the Companies Act 2013 AOC-2 enclosed as"Annexure-E". Further details of Related Party Transactions as required to bedisclosed as per Indian Accounting Standard 24 "Related Party Disclosures"specified under section 133 of the Companies Act 2013 are given in the Notes to theFinancial Statements.

JUSTIFICATION FOR ENTERING INTO RELATED PARTY TRANSACTIONS

All Related Party Transactions were placed before the Audit Committee for review andapproval. Related Party Transactions were entered at Arm's Length basis. All Related PartyTransactions are subjected to independent review w.r.t compliance with the requirements ofRelated Party Transactions under the Companies Act 2013 and Listing Regulations.

Furtherance to this the remuneration paid to Mr. Mahabir Prasad Rungta Chairman cumManaging Director and his relatives and the sitting fee payment to non-executive Directorsfor each Board/Committee meeting(s) attended was paid to Independent director shown underRelated party disclosures segment under "Notes to the account" of Balance Sheetin terms of Indian Accounting Standard 24 issued by The Institute of Chartered Accountantsof India.

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Mamraj & Co. Chartered AccountantsNew Delhi were appointed as Statutory Auditors for a term of five years at the AnnualGeneral Meeting held on September 26 2017 to hold office from 33rd Annual GeneralMeeting up to the conclusion of the 38th Annual General Meeting of the Company.

The requirement of seeking ratification of the members for the continuance of theStatutory Auditor's appointment has been withdrawn consequent upon the changes made by theCompanies (Amendment) Act 2017 w.e.f. May 7 2018. Hence the resolution seekingratification of the members for their appointment is not being placed at the ensuingAnnual General Meeting.

The Statutory Auditor has confirmed their eligibility and submitted the certificate inwriting that they are not disqualified to hold the office of the statutory auditor.Further in terms of the SEBI Listing Regulations the Auditors have confirmed that theyhold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors' Report to the Members on the Accounts of the Company for the year endedMarch 31 2021 is a part of the Annual Report. The said Audit Report does not contain anyqualification reservation or adverse remark. During the year 2021 the Auditors had notreported any matter under Section 143(12) of the Act therefore no detail is required tobe disclosed under Section 134(3)(ca) of the Act.

COST AUDITORS

M/s. S. Shekhar & Co. Cost Accountants was appointed as the Cost Auditors of theCompany to carry out an audit of the cost records of the Company for the financial year2020-2021. They being eligible and willing to be reappointed as Cost Auditors wereappointed as the Cost Auditors of the Company for the financial year 2021-2022 by theBoard of Directors upon the recommendation of the Audit Committee.

The resolution seeking ratification of the remuneration to the said cost auditors forthe financial year 2021-2022 is set out in the Notice calling the 37th AnnualGeneral Meeting of the Company.

SECRETARIAL AUDITORS

Mr. Ajit Mishra Practising Company Secretary was appointed as the Secretarial Auditorof the Company to undertake the Secretarial Audit for the financial year 2020-2021. TheSecretarial Auditor's report to the members does not contain any qualificationreservation and adverse remarks and the same is annexed to this report as "AnnexureG".

INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitized and embedded in the business processes.

An assurance of the effectiveness of internal financial controls is obtained throughmanagement reviews control self-assessment continuous monitoring by functional expertsas well as testing of the internal financial control systems by the internal auditorsduring the course of their audits. We believe that these systems provide reasonableassurance that our internal financial controls are designed effectively and are operatingas intended.

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.

STOCK EXCHANGE LISTING

Presently the shares of the Company are listed on the Bombay Stock Exchange (BSE).

DISCLOSURES Meetings of the Board

Five meetings of the Board of Directors were held during the year under review. Theparticulars of meetings held and attended by each Director are detailed in the CorporateGovernance Report which forms part of this Report.

Audit Committee

The Audit Committee comprises Executive Directors and Independent Directors namely Mr.Devesh Poddar (Chairman) Mr. Abdul kalam and Ms. Shruti Rungta. During the year Mr. TarunKumar Megotia ceased to be the member of the Audit Committee. Ms Shruti Rungta wasappointed as the member of the Audit Committee w.e.f February 12 2021. During the yearall the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

Rungta Irrigation Limited has established a robust Vigil Mechanism and a Whistle-blowerpolicy in accordance with provisions of the Act and SEBI Listing Regulations. The VigilMechanism is supervised by an 'Ethics & Compliance Task Force' comprising a member ofthe Board as the Chairperson and senior executives as members.

Protected disclosures can be made by a whistle-blower through an e-mail or a dedicatedtelephone line or a letter to the Task Force or to the Chairman of the Audit Committee.The Vigil Mechanism and whistle-blower policy is put on the Company's website and can beaccessed at http://www.rungtairrigation.in/investor-information/download-info/whistle-blower-policy.

Particulars of Loans given Investments made Guarantees given and Securities provided

Particulars of loans given Investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 4 and 11 to the standalone financial statement).

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure "H" to this Report.

Extract of Annual Return

The Extracts of the annual return in Form MGT-9 as required under Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 has been placed on the website of the Company and can be accessed at the link -https://rungtairrigation.in .

Extract of Annual Return (MGT-9) of the Company is annexed herewith marked as"Annexure F" to this Report.

Particulars of Employees and related disclosures

Pursuant to Section 197 (12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2015 it isnecessary to disclose the ratio of remuneration of each director to the median employees'remuneration.

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;

S. No. Name Designation Ratio
1 Shri Mahabir Prasad Rungta Chairman Cum Managing Director 5.52
2 Shri Krishna Murthy Nagarur Joint Managing Director 16.54
3 Shri Tarun Kumar Megotia Whole Time Director 1.95
4 Smt. Shruti Rungta Executive Director 7.58
5 Shri Devanand Mishra Independent Director NA
6 Shri Abdul Kalam Independent Director NA
7 Shri Devesh Poddar Independent Director NA
8 Shri Vivek Agrawal Independent Director NA

2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

S. No. Name of the Director/KMP Designation % increase in Remuneration
1. Mahabir Prasad Rungta Chairman Cum Managing Director 32.11%
2. Krishna Murthy Nagarur Joint Managing Director (4.9%)
3. Shruti Rungta Executive Director 112.9%
4. Tarun Kumar Megotia Executive Director (55.02%)
5. Swati Garg Chief Financial Officer NA
6. Prateek Sharma Company Secretary NA

1. The percentage increase in the median remuneration of employees in the financialyear is 36.60%.

2. The number of permanent employees on the rolls of the company was 174 as on 31stMarch 2021.

3. It is hereby affirmed that the remuneration paid during financial year 2020-21 asper the remuneration policy of the company.

Acknowledgments

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.

For and on behalf of the Board of Directors
SD/-
Mahabir Prasad Rungta
Chairman cum Managing Director
Delhi September 06 2021

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