The Board of Directors are pleased to present the Company's Thirty-fourth Annual Reportand the Company's audited financial statements for the financial year ended March 312018.
The Company's financial performance for the year ended March 31 2018 is summarisedbelow:
| || ||STANDALONE |
| ||2017-18 ||2016-17 |
| ||lacs ||lacs |
|Profit Before Tax ||267.00 ||265.85 |
|Less: Current Tax ||54.00 ||52.50 |
|Deferred Tax ||9.06 ||(24.59) |
|Profit for the year ||203.94 ||237.93 |
|Add: Other Comprehensive Income ||2.36 ||- |
|Total Comprehensive Income for the year ||206.30 ||237.93 |
|Less: Total Comprehensive Income attributable to Non Controlling Interest || ||- |
| ||- || |
|Total Comprehensive Income attributable to owners of the Company ||206.30 ||237.93 |
|Add: Balance in Profit and Loss Account (Adjusted) ||- ||- |
|Add: Transferred from Capital Reserve Account ||- ||- |
|Add: Transferred from Revaluation Reserve ||- ||- |
|Add: Transferred from Share in Reserve of Associates ||- ||- |
|Add: Transferred from Share Based Payments Reserve ||- ||- |
|Less: On account of Amalgamation / Divestment of Stake ||- ||- |
|Less: Securities Premium on Redemption of ||- ||- |
|Non-Cumulative Optionally Convertible Preference Shares || || |
|Sub-Total ||- ||- |
|Less: Appropriation ||- ||- |
|Transferred to Statutory Reserve ||- ||- |
|Transferred to General Reserve ||- ||- |
|Transferred to Capital Redemption Reserve ||- ||- |
|Transferred to Debenture Redemption Reserve ||- ||- |
|Dividend on Equity Shares^ ||- ||- |
|Tax on Dividend^ ||- ||- |
|Closing Balance (including Other Comprehensive Income) ||206.30 ||237.93 |
Financial Performance Review and Analysis
The Sales turnover for the year under review was Rs. 5757.00 Lacs as compared to Rs.6371.02 Lacs for the previous year. The company was able to earn a profit after tax forthe year under review of Rs. 206.30 Lacs as against a profit of Rs. 237.93 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.
Material changes affecting the Company
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.
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 partof this report.
Subsidiaries Joint Ventures and Associate Companies.
|S.no ||Particulars ||% of Shareholding |
|1. ||NIL ||- |
|2. ||NIL ||- |
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by the 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 March2018 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.
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 Companyconfirming compliance with the conditions of Corporate Governance is attached to thereport on Corporate Governance.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of theCompany Smt. Priya Rungta Directors of the Company retire by rotation at the ensuingAnnual General Meeting. The Board of Directors on the recommendation of the HumanResources Nomination and Remuneration Committee has recommended their re-appointment.
Shri Ajay Sharma Kumar has ceased to be a Director of the Company w.e.f. December 212017 The Board places on record its appreciation towards valuable contribution made byShri Ajay Sharma Kumar during his tenure as a Director of the Company
Shri Paras Vats who was appointed as Whole Time Directors of the company w.e.f17.06.2017 Resigned on 21.12.2017. The Board places on record its appreciation towardsvaluable contribution made by Shri Rajesh Agarwal during his tenure as an IndependentDirector of the Company
Shri Rajesh Agarwal has ceased to be an Independent Director of the Company w.e.f.December 21 2017 The Board places on record its appreciation towards valuablecontribution made by Shri Rajesh Agarwal during his tenure as an Independent Director ofthe Company
During the year under review Mr. Kamal Kumar Jain the Chief Financial Officer tenderedhis resignation from the position of CFO w.e.f. 15th December 2017.
Thereafter Board of Directors in their meeting held on 28th December 2017 hasappointed Mr. Nitin Dhawan as Chief financial officer of the Company.
During the year under review Ms. Pooja Juneja tendered her resignation from theposition of CS w.e.f. 1st May 2017.
Thereafter Board of Directors in their meeting held on 29th May 2017 has appointedMr. Mritunjay Kumar as Company Secretary of the Company who further resigned from companyon 5th Oct 2017 due to his health issues. However the Board thereafterappointed Ms. Pooja Juneja in the Board Meeting of 24th October 2017 as theCompany Secretary of the Company..
Shri Vivek Agrawal & Shri Anuj Kumar Singh has ceased to be an Independent Directorof the Company w.e.f. December 21 2017 & June 26 2017 respectively. The Board placeson record its appreciation towards valuable contribution made by them during their tenureas an Independent Director's of the Company
The Board of Directors on recommendation of the Human Resources Nomination andRemuneration Committee has reappointed Shri Tarun Kumar Megotia as Whole Time Director ofthe Company for a period of 5 (five) years with effect from August 5 2018 subject toapproval of shareholders as his current term of office is upto August 4 2018.
The Board of Directors on recommendation of the Human Resources Nomination andRemuneration Committee has reappointed Shri Krishna Murthy Nagarur as Joint ManagingDirector of the Company for a period of 5 (five) years with effect from August 5 2018subject to approval of shareholders as his current term of office is upto August 4 2018.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Act and theListing Regulations.
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 attendance of Directors at Board andcommittee meetings acquaintance with business communicating inter se board memberseffective participation domain knowledge compliance with code of conduct vision andstrategy. 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 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.
Disclosure as Per Sexual Harassment OF Women at Workplace (Prevention Prohibition andRedressal) Act 2013
An Internal Complaints Committee has been constituted by the Company in line with theprovisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules there under to redress complaints received on sexualharassment. During the financial year 2017-18 under review the Company has not receivedany complaints of sexual harassment.
Contracts or Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and on an arms' lengthbasis.
During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. The Policy onMateriality of Related Party Transactions and on dealing with Related Party Transactionsas approved by the
Board may be accessed on the Company's website at: http://www.rungtairrigation.in
There were no materially significant related party transactions which could havepotential conflict with interest of the Company at large. Members may refer to Note 43 tothe financial statement which sets out related party disclosures pursuant to Ind AS.
Auditors and Auditors' Report
M/s. Mamraj & Co. Chartered Accountants New Delhi were re-appointed as Auditorsof the Company for a term of 5 (five) consecutive years at the Annual General Meetingheld on September 26 2017. They have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
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 2018-19.
The Board had appointed Shri Amit Kumar Practising Company Secretary to conductSecretarial Audit for the FY 2017-18. The
Secretarial Audit Report for the financial year ended March 31 2018 is annexedherewith marked as "Annexure G" to this Report. The Secretarial Audit Reportdoes not contain any qualification reservation adverse remark or disclaimer.
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".
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 digitised and embedded in the business processes.
Assurance on 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).
Meetings of the Board
Twelve meetings of the Board of Directors were held during the year. The particulars ofmeetings held and attended by each Director are detailed in the Corporate GovernanceReport which forms part of this Report.
The Audit Committee comprises Independent Directors namely Shri Sheo Kumar Poddar(Chairman) Shri Devesh Poddar and Shri Devanand Mishra. During the year all therecommendations made by the Audit Committee were accepted by the Board.
Rungta Irrigation Limited has established a robust Vigil Mechanism and a Whistle-blowerpolicy in accordance with provisions of the Act and Listing Regulations. The VigilMechanism is supervised by an Ethics & Compliance Task Force' comprising amember of the Board as the Chairperson and senior executives as members. Protecteddisclosures can be made by a whistle-blower through an e-mail or dedicated telephone lineor a letter to the Task Force or to the Chairman of the Audit Committee. The VigilMechanism and whistle-blower policy is put on the Company's website and can be accessedat: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 3 4 and 5 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
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 and Managing Director ||0.35 |
|2 ||Shri Krishna Murthy Nagarur ||Joint Managing Director ||1.25 |
|3 ||Smt. Priya Rungta ||Non-Executive Director ||0.30 |
|4 ||Shri Tarun Kumar Megotia ||Whole Time Director ||0.25 |
|5 ||Shri Devanand Mishra ||Independent Director ||NA |
|6 ||Shri Sheo Kumar Poddar ||Independent Director ||NA |
|7 ||Shri Ramesh Behari Mathur ||Independent Director ||NA |
|8 ||Shri Devesh Poddar ||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 KMP ||Designation ||% increase in Remuneration |
|1 ||Shri Mahabir Prasad Rungta ||Chairman and Managing Director ||NA |
|2 ||Shri Krishna Murthy Nagarur ||Joint Managing Director ||NA |
|3 ||Pooja Juneja ||Company Secretary & Compliance Officer ||27% |
|4 ||Nitin Dhawan ||Chief Financial Officer ||NA |
3. The percentage increase in the median remuneration of employees in the financialyear is 10%.
4. The numbers of permanent employees on the rolls of company were 137 as on 31stMarch 2018.
5. It is hereby affirmed that the remuneration paid during FY2017 is as per theremuneration policy of the company.
Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview: ? Details relating to deposits covered under Chapter V of the Act. ? Nosignificant and material orders have been passed by the Regulators or Courts or Tribunalsimpacting the going concern status of the Company and its operations in the future.
Your Directors place on record their sincere thanks to Bankers business associatesconsultants and various Government
Authorities for their continued support extended to your Company's activities duringthe year under review. The Board also places on record their appreciation of the devotedservices of the employees. Your Directors also acknowledges gratefully the shareholdersfor their support and confidence reposed on your Company.
For and on Behalf of the Board of Directors
Mahabir Prasad Rungta
Chairman and Managing Director
Delhi August 20 2018