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Directors Report of Rungta Irrigation Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Review of Performance

The Financial Results of the Company of the year ended 31st March 2014 is summarized below:

(Amount in Rs. Lacs)

Particulars Financial Year Ended

31st March,2014 31stMarch, 2013

Sales and other income 6503.92 6439.58

Profit/ loss (before dep. & tax) 280.9 295.08

Depreciation 132.27 153.49

Profit before tax 148.67 141.59

Less: Provision tax 57.00 53.05

Add/(Less): Provision of Tax for earlier years - -

Add/(Less): Deferred Tax Liability(Net) 7.23 08.79

Profit after tax 98.90 97.33

Prior Period Adjustment - 00.30

Net Profit 98.90 97.63

Year in Retrospect

The Sales turnover for the year under review was Rs. 6503.92 lacs as compared to Rs.6439.58 Lacs for the previous year. The Company was able to earn a profit after tax for the year under review is Rs. 98.90 Lacs as against a profit of Rs. 97.63 lacs for the previous year.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Director''s Report.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March, 2014 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 73 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same.

c. Foreign Exchange Earnings and Outgo:

(Amount in Rs. Lacs)

2013-2014 2012- 2013

Total Foreign Exchange Inflow 534.76 136.77

Total Foreign Exchange outflow .52 0.329

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 134(5) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting, Mr. Vikash Kumar Megotia and Mr. Anuj Kumar Singh (w.e.f 29th March, 2014 and 23rd June, 2014 ) was appointed as an Additional Director of the Company.

The appointment of above Additional Director as Director of the company is placed before the members for consideration.

However, due to some preoccupation, Mr. Manish Kumar Megotia, Mr. Vikash Kumar Megotia and Ms. Priya Rungta had resigned from the Directorship of the Company on 2nd April, 2013, 2nd April, 2013 and 20th July, 2013 respectively.

Mr. Manish Kumar Megotia and Mr. Vikash Kumar Megotia was again appointed as an Additional Director of the Company by the Board of Directors of the company at their meeting duly held on 2nd August, 2013.

However, due to some preoccupation, Mr. Vikash Kumar Megotia had again resigned from the directorship of the Company as on 20th February, 2014 and again appointed as an Additional Director of the Company with effect from 29th March, 2014.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. M. P. Kaushik, Mr. Devanand Mishra are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommends their re-appointment.

Auditors

M/s Andros & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under proviso(2) of section 139 of the Companies Act, 2013, regarding their eligibility for the proposed re-appointment, has been obtained from them. Your Directors recommend their re-appointment.

Directors'' Responsibility Statement

In terms of the provisions of section 134(5) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, The attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Bombay Stock Exchange, Calcutta Stock Exchange and Delhi Stock Exchange.

The Company has already made an application for de-listing its equity shares from Delhi Stock Exchange and Calcutta Stock Exchange.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Rungta Irrigation Ltd.

Date: 16th July, 2014 sdI- Place: New Delhi (M. P. RUNGTA) Chairman Cum Managing Director


Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the Twenty Ninth Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Review of Performance

The Financial Results of the Company of the year ended 31" March 2013 are summarized below:

(Amount in Rs. Lacs)

Financial Year Ended

Particulars 31st March, 2013 31* March,2012

Sales and other Income 6439.58 8223.12

Protit / Loss (before Pep. & Tax) 295.08 318.89

Depreciation 153.49 157.88

Profit before Tax 141.59 161.01

Less : Provision for Tax 53.05 55.40

Add / (Less): Provision of Tax For Earlier Years - -

Add / (Less): Deferred Tax Liability (Net) 08.79 04.64

Profit After Tax 97.33 110.25

Prior Period Adjustment 00.30 00.79

Net Profit 97.63 111.04

Year In Retrospect

The Sales turnover for the year under review was Rs. 6439.58 lacs as compared to Rs. 8223.12 lacs for the previous year. The Company was able to earn a profit after tax for the year under review is Rs. 97.63 lacs as against a profit of Rs. 111.04 lacs for the previous year.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Director''s Report.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31" March, 2013 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the

Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58Aof the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting Mr. Aditya Ishwardas Rasiwasia (w.ef 2nd April 2013) and Mr. Samrat Jain(w.e.f 20th July 2013 was appointed as an Additional Director. However, due to some preoccupation, Mr.Manish Kumar Megotia, Mr. Vikash Kumar Megotia who had resigned from the Directorship of the Company with effect from 2nd April 2013 respectively were reappointed as Additional Director by the Board on 2nd August 2013.

The appointment of above Additional Director as Director of the Company is placed before the members for consideration.

However ,due to some preoccupation, Ms. Priya Rungta had resigned from the Directorship of the Company with effect from 20*'' July 2013 respectively.

Mr. N. Krishnamurthy, Joint Managing Director and Mr. Tarun Kumar Megotia, Executive Director was reappointed as Joint Managing Director and Executive Director respectively in Board Meeting held on 3rd August 2013, whereas Ms. Shruti Rungta was appointed as Executive Director in Board Meeting held on 3rd August 2013 subject to approval of shareholders in ensuing Annual General Meeting..

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. S.K. Poddar and Mr. Prakash Kumar Megotia are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommends their re-appointment.

Auditors

M/s Andros & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. A certificate under section 224(1 B) of the Companies Act, 1956, regarding their eligibility for the proposed re-appointment, has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Information and Explanation on remarks on the Auditors Report

1. Regarding Non redemption of Cumulative Redeemable Preference Shares subscribed by IDBI Bank Ltd., Now the issue with IDBI Bank Ltd. has been resolved under one time settlement scheme. Company has paid all dues in this respect and has not defaulted in repayment of dues in respect of any Bank or Financial Institutions.

Director''s Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at 3151 March, 2013 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Acknowledgement ¦

Your Directors take this opportunity to place on record their sincere appreciation for the co operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board

For Rungta Irrigation Ltd.



Sd/-

Date: 9th August.2013 (M.P. RUNGTA)

Place: New Delhi Chairman Cum Managing Director


Mar 31, 2012

Dear Members

The Directors have pleasure in presenting the Twenty Eighth Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Review of Performance

The Financial Results of the Company of the year ended 31st March 2012 are summarized below:

(Amount in Rs. Lacs)

Particulars Financial Year ended 31st March, 2012 31st March, 2011

Sales and other income 8223.12 6171.13

Profit/loss (before dep. & tax) 318.89 334.76

Depreciation 157.88 125.14

Profit before tax 161.01 209.62

Less: Provision for tax 55.40 58.61

Add/(Less): Provision of Tax for earlier years - 17.03

Add/(Less): Deferred Tax Liability(Net) 4.64 (8.57)

Profit after tax 110.25 159.47

Prior Period Adjustment 0.79 1.66

Net Profit 111.04 161.13

Year in Retrospect

The Sales turnover for the year under review was Rs. 8223.12 lacs as compared to Rs. 6171.13 lacs for the previous year. The Company was able to earn a profit after tax for the year under review is Rs. 111.04 lacs as against a profit of Rs.161.13 lacs for the previous year.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Director''s Report.

Material Changes etc.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March, 2012 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy : The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption : The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same.

c. Foreign Exchange Earnings and Outgo :

(Amount in Rs. Lacs)

2011-2012 2010-2011

Total Foreign Exchange Inflow 181.57 78.59

Total Foreign Exchange outflow 0.34 0.18

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. M.P. Kaushik, Mr. Devanand Mishra and Ms. Priya Rungta are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommends their re- appointment.

Auditors

M/s Andros & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. A certificate under section 224(1 B) of the Companies Act, 1956, regarding their eligibility for the proposed re-appointment, has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Information and Explanation on remarks on the Auditors Report:

1. In respect of auditors observation regarding interest not being charged from unsecured loan given to one party, it is clarified that the Company had given ICD to Rungta Projects Ltd. (RPL) which was recalled in Oct-Nov 2009 because of fund requirement of the Company. As the loan was recalled,no interest is being charged from November 2009 onwards.We are trying to recover the outstanding .To put pressure,we also issued legal notice to RPL again. We are sure to recover the full amount and we do not see any reason to make any provision for doubtful debt for the same

2. Regarding Non redemption of Cumulative Redeemable Preference Shares subscribed by IDBI Bank Ltd., the Company is trying to resolve the issue to redeem the Preference Shares at the earliest.

3. Regarding investment in Capital of Patnership firm, we are taking necessary efforts to get the Balance Sheet prepared and due to this effort we realise Rs 4,10,000/- during the current year from Kishan Maharaj & Co. However, this being Partnership Firm, we are not in full control of the affairs and the other partner is not taking proper interest perhaps because of no business activity in the Firms. We are hopeful to realise the full amount of Capital because these Firms have properties with sufficient value.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The-shares of the Company are listed on the Bombay Stock Exchange, Calcutta Stock Exchange and Delhi Stock Exchange.

The Company has already made an application for de-listing its equity shares from Delhi Stock exchange and Calcutta Stock Exchange.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board

For Rungta Irrigation Ltd.

Sd/-

Date : 30th July, 2012 (M. P. Rungta)

Place : New Delhi Chairman Cum Managing Director


Mar 31, 2011

Dear Members

The Directors have pleasure in presenting the Twenty Seventh Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2011.

Review of Performance

The Financial Results of the Company of the year ended 31st March 2011 are summarized below:

(Amount in Rs. Lacs) Particulars Financial Year ended 31st March, 2011 31st March,2010

Sales and other income 6171.13 3881.02

Profit/ loss (before dep. & tax) 336.42 174.30

Depreciation 125.14 (86.22)

Prof it before tax 211.28 88.08

Provision for tax 58.62 27.96

Provision for Fringe Benefit Tax

(Short)/Excess provision of Tax for earlier years 17.03 (0.24)

(Short)/Excess deferred income tax Liability (8.57) 0.93

Profit after tax 161.13 60.82

Add: Balance brought forward from last year 331.36 270.54

Total amount available for appropriation 492.49 331.36

Appropriations:

Less: Dividend on preference Share and Dividend Tax

Balance carried to Balance Sheet 492.49 331.36

Year in Retrospect

The Sales turnover for the year under review was Rs. 6171.13 lacs as compared to Rs. 3881.02 lacs for the previous year. The Company was able to earn a profit after tax for the year under review is Rs. 161.13 lacs as against a profit of Rs. 60.82 lacs for the previous year.

The detailed Management Discussion & Analysis Report is attached hereto with the Director's Report and should be read as part of this Director's Report.

Material Changes etc.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March, 2011 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same.

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

Mr. R.K. Bansal was appointed as Additional Director on 9th April 2010 and has resigned from the position of the Additional Director of the Company with effect from 20th July, 2010.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Prakash Kumar Megotia, Mr.Manish Kumar Megotia and Mr. Vikash Kumar Megotia are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommend their re-appointment.

Auditors

M/s Andros & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. A certificate under section 224(1 B) of the Companies Act, 1956, regarding their eligibility for the proposed re-appointment, has been obtained from them. Your Directors recommend their re-appointment.

Auditors' Report

Information and Explanation on remarks on the Auditors Report:

1. In respect of auditors observation regarding interest not being charged from unsecured loan given to one party, it is clarified that the Company had given ICD to Rungta Projects Ltd. (RPL) which was recalled in Oct-Nov 2009 because of fund requirement of the Company. As the loan was recalled, no interest is being charged from November 2009 onwards. We are trying to recover the outstanding To put pressure, we also issued legal notice to RPL again. We are sure to recover the full amount and we do not see any reason to make any provision for doubtful debt for the same

2. Non redemption of Cumulative Redeemable Preference Shares subscribed by IDBI Bank Ltd. is due to dispute of the Company with IDBI Bank Ltd. The Company is trying to resolve the dispute and redeem the Preference Shares issued to IDBI.

3. Regarding investment in Capital of Partnership Firms, we are taking necessary efforts to get the Balance Sheet prepared and due to this effort we realised Rs 4,80,000 /- from Kishan Maharaj & Co. However, this being Partnership Firm, we are not in full control of the affairs and the other partner is not taking proper interest perhaps because of no business activity in the Firms. We are hopeful to realise the full amount of Capital because these Firms have properties with sufficient value.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Bombay Stock Exchange, Delhi Stock Exchange and Calcutta Stock Exchange.

The Company has already made an application for de-listing its equity shares from the Delhi Stock Exchange and Calcutta Stock Exchange.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Rungta Irrigation Ltd.

Date : 2nd August, 2011 Sd/- (M. P. Rungta)

Place : New Delhi Chairman Cum Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Sixth Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2010.

Review of Performance

The Financial Results of the Company of the year ended 31st March 2010 are summarized below:

(Amount in Rs. Lacs) Financial Year ended

Particulars 2009-10 2008-09

Sales and other income 3881.02 3582.47 Profit/ loss (before dep.& tax) 174.30 175.33 Depreciation (86.22) (81.83) Profit before tax 88.08 93.50 Provision for tax 27.96 (23.51) Provision for Fringe Benefit Tax - (5.80) (Short)/Excess provision of Tax for earlier years (0.24) (2.16) (Short)/Excess deferred income tax Liability 0.93 (1.79) Profit after tax 60.82 58.98 Add: Balance brought forward from last year 270.54 211.56 Total amount available for appropriation 331.36 270.54

Appropriations: Less: Dividend on preference Share and Dividend Tax Balance carried to Balance Sheet 331.36 270.54

Year in Retrospect

The Sales turnover for the year under review was Rs. 3881.02 lacs as compared to 3582.47 lacs for the previous year. The Company was able to earn a profit after tax for the year under review is Rs. 60.82 lacs as against a profit of Rs. 58.98 for the previous year.

The detailed Management Discussion & Analysis Report is attached hereto with the Directors Report and should be read as part of this Directors Report.

Material Changes etc.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March, 2010 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same.

c. Foreign Exchange Earnings and Outgo:

(Amount in Rs. Lacs)

2009-2010 2008-2009

Total Foreign Exchange Inflow 21.71 33.45 Total Foreign Exchange outflow 0.13 NIL

Particulars of Employees

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting of the Company, Ms. Shruti Rungta (w.e.f 24th November, 2009), Ms. Priya Rungta (w.e.f. 24th November, 2009), Mr. Prakash Kumar Megotia (w.e.f. 29th March, 2010) were appointed as an Additional Director. Mr. Shruti Rungta was designated as Executive Director of the Company with effect from 24th November 2009. In terms of provisions of the Companies Act, 1956, they hold the office till the date of ensuing Annual General Meeting of the Company. The appointment of above Additional Directors as Directors of the Company is placed before the members for consideration.

However, due to some preoccupation, Mr. Prakash Kumar Megotia, Mr. Rajesh Agarwal, Mr. B.S Brahmachari and Mr. Alok Rungta had resigned from the Directorship of the Company with effect from 31st July, 2009, 31st July, 2009, 05th November, 2009 and 31st March 2010 respectively. Mr. R.S. Rungta has been vacated from the position of the Directorship of the Company under provisions of the Section 274(1 )(g) of the Companies Act, 1956 with effect from 20th October, 2009.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Devanand Mishra, Mr. S.K Poddar and Mr. M.P Kaushik are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommend their re-appointment.

Auditors

M/s K. Kedia & Co., Chartered Accountants, Statutory Auditors of the Company has shown their unwillingness to continue as Auditors of the Company for the financial year 2010-11 and submitted their resignation for the same.

The Board has recommended M/s. Andros & Co., Chartered Accountants, New Delhi to be the new Statutory Auditors of the Company who have provided written certificate under the provisions of Section 226 of the Companies Act, 1956 and being eligible offer themselves for appointment in the ensuing Annual General Meeting. A certificate under section 224(1 B) of the Companies Act, 1956, regarding their eligibility for the proposed re-appointment, has been obtained from them. Your Directors recommend their re- appointment.

Auditors Report

Information and Explanation on remarks on the Auditors Report:

1. In respect of auditors observation regarding interest not being charged from unsecured loan given to one party, it is clarified that the Company had given ICD to Rungta Projects Ltd. (RPL) which was recalled in Oct-Nov 2009 because of fund requirement of the Company. As the loan was recalled, no interest is being charged from November 2009 onwards. We are trying to recover the outstanding. To put pressure, we also issued legal notice to the RPL. We are sure to recover the full amount and we do not see any reason to make any provision for doubtful debt for the same.

2. Non redemption of Cumulative Redeemable Preference Shares subscribed by IDBI Bank Ltd. is due to dispute of the Company with IDBI Bank Ltd. The Company is trying to resolve the dispute and redeem the Preference Shares issued to IDBI.

3. Regarding investment in Capital of Partnership firm, we are taking necessary efforts to get the Balance Sheet prepared and due this effort we realise Rs. 59,95000/- from Maruti Minerals. However, this is being partnership Firm, we are not in full control of the affaires and the other partner is not taking proper interest perhaps because of no business activity in the Firms. We are hopeful to realise the full amount of Capital because these Firms have properties with sufficient value.

Directors Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Bombay Stock Exchange, Delhi Stock Exchange and Calcutta Stock Exchange.

The Company has already made an application for de-listing its equity shares from the Delhi Stock Exchange and Calcutta Stock Exchange.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Rungta Irrigation Ltd.

Sd/- Date : 28th August, 2010 (M. P. Rungta) Place: New Delhi Chairman Cum Managing Director

 
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