BOARD REPORT TO THE MEMBERS, Your Directors have pleasure in submitting their 31st Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31 st March, 2015 YEAR IN RETROSPECT The Sales turnover for the year under review was Rs. 6716.81 Lacs as compared to Rs. 6503.9 Lacs for the previous year. The Company was able to earn a profit after tax for the year under review of Rs. 212.63 Lacs as against a profit of Rs.98.90 Lacs for the previous year. DIVIDEND The Board of Director 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 Your Directors decided to transfer Nil amount to the General Reserve. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply. MATERIAL CHANGES Save as mentioned elsewhere in this report, No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate and the date of this report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT In terms of requirement of clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is attached as Annexure "A" forming part of this report. REPORT ON CORPORATE GOVERNANCE In terms of requirements of Clause 49 of the Listing Agreement with the Stock Exchange, a Report on Corporate Governance together with the Auditor's Certificate regarding Compliance of Conditions of Corporate Governance is attached as Annexure "B" and Annexure "C" respectively. 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 provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act,2013 and Clause 49(lll)(D)(4)(a) of the Listing Agreement with the Stock Exchanges forthe year ended 31 st March, 2015 and state that: (a) In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (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 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; (d) The Directors had prepared the annual accounts on a going concern basis; and (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. (f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS AND KEY MANAGERIAL PERSONNEL After the date of last Annual General Meeting, Mr. Vikash Kumar Megotia (w.e.f 31st March, 2015), Mr. Devanand Mishra (w.e.f 27th March 2015), Mr. Anuj Kumar Singh (w.e.f 27th March 2015) and Shri. Sheo Kumar Poddar (w.e.f 27th March, 2015) was appointed as an Independent Director of the Company. Mr. Anuj Kumar Singh was appointed as an Additional Director of the Company by the Board of Directors at their respective meeting held on 23rd June, 2014 who was regularized later, at the last Annual General Meeting of the Company. However due to preoccupation, Mr. Manish Kumar Megotia, Mr. Prakash Kumar Megotia and Mr. Aditya Ishwardas Rasiwasia had resigned from the Directorship of the Company on 27th March, 2015,27th March, 2015 & 31 st March, 2015 respectively. In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Samrat Jain is liable to retire by rotation and being eligible offer himself for re-appointment. Your Board recommends his 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, Joint Managing Director, Mr.Tarun Kumar Megotia,Whole Time Director, Ms. Shruti Rungta,Whole Time Director, Shri Bajrang Singh Shekhawat.CFOand Ms.Pooja Juneja,Company Secretary. The Board met 12 times during the year on 27th May, 2014,23rd June, 2014,16th July, 2014,12th August, 2014,19th August, 2014,16th September, 2014,17th October, 2014, 9th December, 24th December, 13th Februray, 2015, 27th March, 2015 and 31st March, 2015. The intervening gap between any two Board Meeting was within the period prescribed by the Companies Act, 2013. The terms and conditions of Independent Directors and their disclosure are disclosed on the website of the Company and can be accessed at <http://www.rungtairrigation.in/investors/pdf/disclosure>. BOARD EVALUATION During the year, the Board formulated and adopted a Board evaluation framework for evaluating the performance of the Board as a whole, committies of the Board and the individual Directors on the Board. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM The Audit Committee consists of the following 3(three) members: A. Shri M.P Rungta B. Shri S.K. Poddar C. Shri Devanand Mishra The above composition of the Audit Committee consists of 2 (two) independent Directors i.e., Shri S.K. Poddar and Shri Devanand Mishra who form the majority. The Company has established a vigil mechanism which overseas through the Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company. The vigil mechanism/whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at :- <http://www.rungtairriqation.in/investors/pdf/vigilmechanism> NOMINATION AND REMUNERATION COMMITTEE The nomination and remuneration Committee of the Board as on 31 st March, 2015 comprised Mr. Devanand Mishra,as its Chairman, Mr. S.K Poddar, as its member, Mr. MP Kaushik as its member However due to preoccupation Mr. M.P Kaushik had resigned from the Directorship of the Company and such vacancy was replaced with Mr. M.P. Rungta. The Company's Policy relating to appointment of Directors, payment of managerial remuneration, Director's Qualification, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the companies Act,2013 and Clause 49 of the Listing Agreement 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 the Companies Act, 2013 is furnished in the notes to the Financial Statements for the year ended 31 st March, 2015. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. Form AOC-2 is enclosed with this report as Annexure "E" forming part of this report. PUBLIC DEPOSITS 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 or Tribunals impacting the going concern status of the Company and its operations in the future. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS Financial statements i.e. Balance Sheet, Profit and Loss account and Cash Flow Statement, together with notes thereon are through the process which has automated as well as manual controls to ensure accuracy of recording all transactions which have taken place during any accounting period, and the resultant financial position at period end. All data pertaining to payroll, purchase, manufacturing, Selling, dispatch and other activities 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 on the basis of supporting documents & records, then the accounting entries are checked by accounts personnel, and finally those validated by managerial personnel. At periodic intervals, the accounting data are complied, and financial statements are prepared. While preparing the financial statements, it is ensured that all transactions pertaining to the accounting period are recorded. Fixed assets, stocks, all significant items of store and monetary assets are physically verified. Balance Confirmations are obtained for all significant items of trade receivables and balances. After preparations of the financial statements, all items appearing in the financial statements are analyzed in order to ensure overall reasonableness. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. ANNUALRETURN The extracts of Annual Return pursuant to the provisions of Section 92 of the Companies act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure "F" and forming part of this Report. SECRETARIAL AUDIT In the terms of section 204 of the Companies Act, 2013 the secretarial audit of the Company for the year ended on 31st March, 2015 was conducted by Mr. Amit Kumar, Practicing Company Secretary. The secretarial auditor's report is attached to this Report as Annexure "G" forming part of the Director's report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor of the Company in their respective reports. COSTAUDIT In accordance with requirement of section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Board of Director of your Company has appointed M/s S. Shekhar & Co., Cost Accountants, to conduct audit of cost accounting records of the Company for the financial year 2015-16. Pursuant to the provisions of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the cost auditors is required to be ratified by the members of the Company, a resolution for which will be placed before members at the ensuing Annual General Meeting of the Company The aforesaid firm of cost accountants also conducted cost audit for the year ended 31st march, 2014 and the Cost Audit Report for the said year was filed with the Ministry of Corporate Affairs on 30th September, 2014. STATUTORY AUDITORS M/s Andros & Co., Chartered Accountants, was appointed as the statutory auditors of the Company for a period of one year in the last Annual General Meeting held on 23rd September, 2014 whose period of office expire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate under sub-proviso of section 139 read with section 141 of Companies Act, 2013. Your Board recommends their re-appointment. There is no qualification, reservation or adverse remark made by M/s Andros & Co., the Statutory Auditors of the Company in their report pertaining to the year ended 31 st March, 2015. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. The information pertaining to conservation of energy as required under 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. 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. PARTICULARS OF EMPLOYEES: During the year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 197(12) of the companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. and hence no particulars are required to be disclosed in this Report. EMPLOYEE RELATIONS The Company has a large work force employed and hence the welfare and well being of the workers are monitored closely. Harmonious relation with its employees is being maintained. 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 Internal Complaints Committees for its work place. During the year, no complaints regarding Sexual Harassment were received by the set Committee. Your Board of Directors wish to place on record its sincere appreciation for the dedicated services rendered by the Executives, staff and workers at all levels for smooth functioning of the organization. The policy of recognition inspired the employees to contribute their best effort for the 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 associates, consultants, and various Government Authorities for their continued support extended to your Companies 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 gratefully the shareholders for their support and confidence reposed on your Company. For and on Behalf of the Board For Rungta Irrigation Ltd. Sd/- (M.P.RUNGTA) Chairman cum Managing Director Place: New Delhi Date: 11th August 2015 |