Rungta Irrigatio Director Report

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 ^ lacs	2021-22 ^ 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 31^st 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 31^st 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

ana for preventing ana detecting traua ana otner irregularities. mere 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 26^th September, 2023.

Mr. Abdul Kalam, one of the independent director in the board whose tenure comes to an end dated February 6^th, 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 26^th 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 13^th 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 10^th 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 Nonexecutive 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 20232024 is set out in the Notice calling the 39^th 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 23^rd May, 2022, 9^th June,2022, 13^th August,2022, 10^th November, 2022 and 13^th 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

S.	Name of the	Designation	% increase in Remuneration
No.	Director/KMP
	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