REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS FOR THE YEAR ENDED
MARCH 31, 2023.
Dear Members,
Your Directors are pleased to present the Company?s 39th Annual
Report and the Company?s Audited Financial
#DRStart#
DIRECTOR?S REPORT
REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS FOR THE YEAR ENDED
MARCH 31, 2023.
Dear Members,
Your Directors are pleased to present the Company?s 39th Annual
Report and the Company?s Audited Financial
Statements for the financial year ended March 31, 2023.
FINANCIAL RESULTS
The Company?s financial performance for the year ended March 31,
2023, is summarized below:
| PARTICULARS |
STANDALONE |
|
2022-23 |
2021-22 |
|
lacs |
lacs |
| Revenue from operation |
13,013.36 |
7,025.84 |
| Other Income |
179.13 |
161.30 |
| Total Revenue |
13,192.49 |
7,187.14 |
| Profit before Depreciation and Tax |
- |
- |
| Depreciation and amortization expenses |
153.59 |
125.19 |
| Profit Before Extraordinary items and Tax |
400.91 |
173.98 |
| Extraordinary Items |
- |
- |
| Tax Expense |
- |
- |
| (Current Tax) |
104.92 |
(54.98) |
| (Deferred Tax) |
(4.72) |
(2.61) |
| Income Tax Related to Previous Year |
2.39 |
(6.11) |
| Profit After Tax |
298.32 |
127.72 |
| Other Comprehensive Income |
(0.30) |
16.58 |
| Total Comprehensive Income for the Year |
298.02 |
144.30 |
FINANCIAL PERFORMANCE REVIEW AND ANALYSIS
The Sales Turnover for the year under review is Rs.13,013.36 Lakhs as
compared to Rs.7,025.84 Lakhs for the previous year. The company was able to earn a profit
after tax for the year under review of Rs 298.32 Lakhs.
DIVIDEND
The Board of Directors of your Company has decided to Retain and Plough
Back the Profit into 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 the Reserves.
SHARE CAPITAL
As on March 31, 2023, the Paid-Up Equity Share Capital of the Company
stood at Rs. 16,59,52,471/- . During the year, the Company raised the funds by way of a
right issue for upto an aggregate amount of Rs. 1217.71
Lakhs. The Company has issued equity shares to existing shareholders on
rights basis in view to pay off the existing unsecured loans, reducing the financial cost
of the company and thus improving the EPS at large.
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year and the date of
this report. There has been no change in the nature of the business of the Company.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
No significant material orders have been passed during the year under
review by the regulators or courts or tribunals impacting the going concern status and
Company?s operations in future.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
A separate section on corporate governance practices followed by the
Company (attached as Annexure-"A") confirming its compliance forms a part
of this Annual Report, as per SEBI Regulations. Further, as per Regulation 34 read with
Schedule V of the Listing Regulations, a Management Discussion and Analysis report is
attached as
Annexure "B".
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
There are no present subsidiaries, joint ventures and associate
companies.
WEB LINK OF ANNUAL RETURN, IF ANY
The Company is having website i.e. www.rungtairrigation.in and annual
return of Company has been published on such website. Link of the same is given below:
https://www.rungtairrigation.in/investor-information/download-category/rungta-annual-report/.
SECRETARIAL STANDARDS
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.
DIRECTORS RESPONSIBILITY STATEMENT
The Board acknowledges the responsibility for ensuring compliance with
the provisions of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and state that:
a) In the preparation of the annual accounts for the year ended 31st
March 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act have been followed and there were no material departures from the
same;
b) The directors had 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 31st March, 2023 and of the profit and loss of the Company for
that period;
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities. There were no materially significant related
party transactions which could have potential conflict with interest of the Company at
large.
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 the Company and that such internal financial controls are adequate and were
operating effectively; and
f) The directors had devised the proper systems to ensure compliance
with the provisions of all the applicable laws and that such systems were adequate and
operating effectively.
APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
The Company has not made any application under the Insolvency and
Bankruptcy Code, 2016 during the Financial Year.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL
ISNTUTIONS ALONG WITH REASONS THEREOF
The Company has not made any such valuation during the Financial Year.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by the Securities
and Exchange Board of India (SEBI). The Company has also implemented several best
governance practices. The report on Corporate Governance as stipulated under the Listing
Regulations forms an integral part of this Report. The requisite certificate from the
Auditors of the Company confirming compliance with the conditions of Corporate Governance
is attached to the report on Corporate Governance.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of your Company is duly constituted in accordance with the
requirements of the Companies Act, 2013 read with SEBI Listing rules & Regulations.
Further, the Company has received declarations from all the Independent
Directors stating that they meet the criteria of independence as given under Section 149
of the Companies Act, 2013 and the relevant provisions of SEBI Listing Regulations.
However, Mr. Vivek Aggarwal, one of the independent director in the
board whose tenure comes to an end dated November 11, 2023, on the recommendation of the
NRC, an opportunity was given to him for a further term of 5 years (Final term) as an
Independent director subject to the approval of Shareholders in the ensuing Annual general
Meeting to be held on 26th September, 2023.
Mr. Abdul Kalam, one of the independent director in the board whose
tenure comes to an end dated February 6th, 2024, on the recommendation of the
NRC, an opportunity was given to him for a further term of 5 years (Final term) as an
Independent director subject to the approval of Shareholders in the ensuing Annual general
Meeting to be held on 26th September, 2023.
Mr. Abdul Kalam aged more than 75 years and the company has passed
Special Resolution for his appointment for a further term of 5 Years.
Also, the company decided an expansion in the KMP?s, appointed Mr.
Bajrang Kumar Bardia as Chief Executive Officer (CEO) on 13th August, 2022 of
the company in view of accelerating the overall growth and achieving the vision and
mission of the company.
The company has appointed a new Company Secretary Ms. Ayushi Vijay in
place of Mr. Prateek Sharma. Appointment of Ms. Ayushi Vijay was effective from 10th November,
2022.
DECLARATION BY INDEPENDENT DIRECTORS
In terms with Section 149(7) of the Companies Act, 2013, Independent
Directors of the Company have submitted declarations that they meet the criteria of
independence. The Independent Directors have also complied with the Code for Independent
Directors as per Schedule IV of the Companies Act, 2013.
PERFORMANCE EVALUATION
The Company has revised a Policy for performance evaluation of the
Board, Committees and other individual Directors (including Independent Directors) which
includes criteria for performance evaluation of Non-executive Directors and Executive
Directors. The evaluation process inter alia considers the attendance of Directors
at Board and committee meetings, acquaintance with business, communicating inter-se board
members, effective participation, domain knowledge, compliance with code of conduct,
vision, and strategy.
The Board carried out an annual performance evaluation of the Board,
Committees, Individual Directors and the Chairperson. The Chairman of the respective
Committees shared the report on evaluation with the respective Committee members. The
performance of each Committee was evaluated by the Board, based on the report on
evaluation received from respective Committees. The report on performance evaluation of
the Individual Directors was 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 Committee, laid down a Nomination & Remuneration Policy for selection and
appointment of the Directors, Key Managerial Personnel and Senior Management and their
remuneration. The Remuneration Policy has been given in Corporate Governance Report
forming part of Annual Report and it is also available on the website of the Company and
the web link is
https://www.rungtairrigation.in/investor-information/download-info/remuneration-policy
DEPOSITS
During the year under review, the company did not accept any deposits
given under Chapter 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 of its employees at the workplace. The Company is in compliance with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has
adopted a policy on Sexual Harassment to prohibit, prevent or deter any acts of sexual
harassment at workplace and to provide the procedure for the redressal of complaints
pertaining to sexual harassment, thereby providing a safe and healthy work environment.
Further, during the year under review, there was no case filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2022-2023, there is no materially significant
related party transaction with the
Company?s Promoters, directors, the management or their relatives,
which may have potential conflict with the interest of the Company at large. The Company
has also formulated a policy on dealing with the Related Party Transactions (including for
material related party transactions) and necessary approval of the Audit Committee and
Board of Directors were taken, wherever required in accordance with the Policy.
The details of such policies for dealing with all related party
transactions are disseminated 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 be disclosed as per Indian Accounting Standard 24 "Related Party
Disclosures" specified under section 133 of the Companies Act, 2013 are given in the
Notes to the
Financial Statements.
JUSTIFICATION FOR ENTERING INTO RELATED PARTY TRANSACTIONS
All Related Party Transactions are subjected to independent review
w.r.t compliance with the requirements of Related Party Transactions under the Companies
Act, 2013, and Listing Regulations.
All Related Party Transactions were placed before the Audit Committee
for review and approval and it was observed that all such transactions were entered at
Arm?s Length basis, in furtherance to this, the remuneration paid to Mr. Mahabir
Prasad Rungta, Chairman cum Managing Director and his relatives and the sitting fee
payment to non-executive cum Independent Directors for each Board/Committee meeting(s)
attended were paid to Independent directors, shown under Related party disclosures segment
under "Notes to the account" of Balance Sheet in terms of Indian Accounting
Standard 24 issued by The Institute of Chartered Accountants of India.
STATUTORY AUDITORS
Pursuant to provisions of Section 139 of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014, M/s. Mamraj & Co., Chartered
Accountants, whose tenure as statutory auditor comes to an end in the ensuing AGM to be
held in September 2022, they were re-appointed for further Second and final 5 years term
on the recommendation made by the Audit committee & with the approval of shareholders
in the AGM for FY 2022.
The Statutory Auditor has confirmed their eligibility and submitted the
certificate in writing 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 they hold 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 ended March 31, 2023, is a part of the Annual Report. The said Audit Report
does not contain any qualification, reservation or adverse remark. During the year 2023,
the Auditors had not reported any matter under Section 143(12) of the Act, therefore no
detail is required to be disclosed under Section 134(3)(ca) of the Act.
COST AUDITORS
M/s. S. Shekhar & Co., Cost Accountants, was re-appointed as the
Cost Auditor of the Company to carry out an audit of the cost records of the Company for
the financial year 2023-2024.
The resolution seeking ratification of the remuneration to the said
cost auditors for the financial year 2023-2024 is set out in the Notice calling the 39th
Annual General Meeting of the Company.
The appointed Cost Auditors have certified that their appointment is
within the limits of Section 141(3) (g) of the Companies Act, 2013 and they are not
disqualified for appointment within the meaning of the said Act.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr.
Ajit Mishra, Practising Company Secretary was appointed as the Secretarial Auditor of the
Company to undertake the Secretarial Audit in the prescribed form MR-3 for the financial
year 2022-2023. The Secretarial Auditor?s report to the members is annexed to this
report as "Annexure F". A Secretarial Compliance Report for the financial
year ended March 31, 2023 on compliance of all applicable SEBI regulations and
circulars/guidelines issued thereunder, was obtained from Mr. Ajit Mishra, Practising
Company Secretary, and submitted to the respective stock exchange.
During the year 2022-23, the Company had complied with all the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
INTERNAL FINANCIAL CONTROLS
Internal Financial Controls are an integrated part of the risk
management process, addressing financial reporting risks. The internal financial controls
have been documented, digitized and embedded in the business processes.
An assurance of the effectiveness of internal financial controls is
obtained through management reviews, control self-assessment, continuous monitoring by
functional experts as well as testing of the internal financial control systems by the
internal auditors during the course of their audits. We believe that these systems provide
reasonable assurance that our internal financial controls are designed effectively and are
operating as intended.
RISK MANAGEMENT POLICY
The Company does not have any Risk Management Policy as the elements of
risk threatening the Company?s existence are very nominal.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social
Responsibility initiatives 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
The company has held 5 (Five) Board Meetings during the FY 2022-2023 on
23rd May, 2022, 9th June,2022, 13th August,2022, 10th
November, 2022 and 13th February, 2023 of the Board of Directors under review.
The particulars of meetings held and attended by each Director are detailed in the
Corporate Governance 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 all 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-blower policy in accordance with provisions of the Act and SEBI Listing
Regulations. The Vigil Mechanism is supervised by an ‘Ethics & Compliance Task
Force? comprising a member of the Board as the Chairperson and senior executives as
members.
Protected disclosures can be made by a whistle-blower through an
e-mail, or a dedicated telephone 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 be accessed 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 provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the standalone financial
statement.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings, and outgo, as required to be disclosed under the
Act, are provided in Annexure "H" 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015,
it is necessary 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 the employees of the company for the financial year;
| S. No. |
Name |
Designation |
Ratio |
| 1. |
Shri Mahabir Prasad Rungta |
Chairman Cum Managing Director |
3:5 |
| 2. |
Shri Tarun Kumar Megotia |
Whole Time Director |
NA |
| 3. |
Smt. Shruti Rungta |
Executive Director |
NA |
| 4. |
Shri Abdul Kalam |
Independent Director |
NA |
| 5. |
Shri Devesh Poddar |
Independent Director |
NA |
| 6. |
Shri Vivek Agrawal |
Independent Director |
NA |
2. The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year;
| S. |
Name of the |
Designation |
% increase in Remuneration |
| No. |
Director/KMP |
|
|
| 1. |
Mahabir Prasad Rungta |
Chairman Cum Managing Director |
66.67% |
| 2. |
Shruti Rungta |
Executive Director |
- |
| 3. |
Tarun Kumar Megotia |
Executive Director |
- |
| 4. |
Swati Garg |
Chief Financial Officer |
12% |
| 5. |
Bajrang Kumar Bardia |
Chief Executive Officer |
- |
| 6. |
Ayushi Vijay |
Company Secretary & compliance officer |
- |
1. The number of permanent employees on the rolls of the company was
159 as on 31st March 2023.
2. It is hereby affirmed that the remuneration paid during financial
year 2022-23 as per the remuneration policy of the company.
Acknowledgments
Your Directors hereby place on record their sincere thanks to the
bankers, business associates, consultants and various Government Authorities for their
continued support extended to your Company?s activities during the year under review.
The Board also places on record their appreciation of the devoted services of the
employees. Your Directors also acknowledges the support and confidence reposed by the
shareholders on the company.
| For and on behalf of the Board of Directors |
| SD/- |
| Mahabir Prasad Rungta |
| Chairman cum Managing Director |
| Delhi, August 09, 2023 |
|