The Directors have pleasure in presenting their 39th Annual Report on the business andoperations together with the Audited Statement of Accounts of the Company for the yearended 31' March 2019.
1. FINANCIAL RESULTS
The Financial results are briefly indicated below:
(Rs. In Lakhs)
|Particulars || |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Revenue from operations (net) ||19515.93 ||17194.87 ||20971.20 ||17194.87 |
|Other Income ||194.53 ||61.48 ||165.36 ||61.48 |
|Profit before Interest Depreciation and Tax (PBIDT) ||3032.65 ||2541.86 ||3182.51 ||2536.21 |
|Interest ||696.49 ||554.30 ||785.27 ||559.39 |
|Profit before Depreciation and Tax (PBIT) ||2336.16 ||1987.56 ||2397.24 ||1976.82 |
|Depreciation ||582.13 ||568.04 ||633.35 ||568.04 |
|Profit before Tax Expenses ||1754.03 ||1419.52 ||1763.89 ||1408.78 |
|Tax Expenses ||349.46 ||302.39 ||351.75 ||302.39 |
|Profit after Tax ||1404.57 ||1117.13 ||1412.14 ||1106.49 |
|EPS- Basic ||7.98 ||7.63 ||8.03 ||7.56 |
|Diluted ||7.97 ||7.63 ||8.01 ||7.56 |
The Standalone Revenue from the operations (net) for the Financial Year 2018-19 was Rs.19515.93 lac (Previous Year Rs. 17194.87 lac). The company earned Net Profit of Rs.1404.57 lac as against Rs. 1117.13 lac in the previous year.
The Consolidated Revenue from the operations (net) for the Financial Year 2018-19 wasRs. 20971.20 lac (Previous Year Rs. 17194.87 lac). The company earned Consolidated NetProfit Rs. 1412.14 lac as against Rs. 1106.49 lac during previous year. There was nochange in the nature of business of the company during the year.
The Amalgamated Financial Statement of the company are prepared for the Financial Year2018-19 after considering amalgamation of Pritika Autocast Ltd. and Nibber Castings Pvt.Ltd. (the wholly owned subsidiaries) with the company. The previous year figures have beenrestated rearranged regrouped and consolidated upon amalgamation of wholly ownedsubsidiaries to enable comparability of the current year figures of amalgamated accountswith the relative previous year's figures.
2. INDUSTRIAL SCENARIO
The Indian tractor industry witnessed a double digit growth for the third consecutiveyear in Financial Year 2018-2019 however the pace was slowest in the last three years.In FY'19 tractor sales grew by 10.24 per cent at 878476 units as compared to 20.52 percent and 15.74 per cent in FY' 18 and FY117 respectively. On a yearly basis thegrowth rate was almost halved in FY'19 over FY'18.
The growth was marred due to weak sentiment in later part of the year as sales slippedinto negative in February and March 2019 on year-on year (YOY). This ensued into thefourth quarter performance posting a year on year decline of 5.78 per cent. Lack ofoptimum financing poor rabi crop sowing and weak crop prices have limited tractor sales.The growth rate is even lower than what the industry executives had pegged post theDecember quarter. The month of March was slow in the domestic market due to postponementof festive season to April and lower rabi sowing than expected.
The first long-range forecast for the south-west monsoon by the India MeteorologicalDepartment (IMD) signaled a positive market trend for FY19-2020 as it predicted near tonormal monsoon for the current year. Despite this analysts remain conservative as theypredict a mere 5 percent growth in tractor sales for FY'20. CRISIL Research expectsdomestic tractor sales volumes to continue its growth momentum and increase by 6-8% infiscal 2020 assuming normal monsoon.
Governments renewed thrust towards improving the rural economy via measures such asdoubling farm income by 2022 increasing spend towards irrigation direct farmer incomesupport through PM-KISAN scheme and improving crop productivity by distributing soilhealth cards is expected to drive growth in the long term. This will also be supported byother measures like the e-NAM (National Agriculture Market) expanding crop insurance andgradual spread of Custom Hiring centers. With growth in rural wages also decelerating andincreasing mechanization on farm fields this bodes well for structural tractor demandgrowth.
In fiscal 2020 capacity utilization levels are expected to improve marginally. Whiletractor demand is expected to improve moderately capacity additions are also expected byplayers offsetting the contribution by growth in tractor production.
3. AMALGAMATION OF SUBSIDIARY COMPANIES
The Hon'ble National Company Law Tribunal Chandigarh Bench at Chandigarh vide itsorder dated 6/2/2019 has approved Scheme for Amalgamation of Pritika Autocast Limited andNibber Castings Private Limited (the Transferor Companies) WITH Pritika Auto IndustriesLimited ('the Transferee Company') with the Appointed Dated 1/4/2017. ConsequentlyPritika Autocast Limited and Nibber Castings Private Limited have amalgamated with thecompany. The company has prepared amalgamated financial statements for the year ended 31thMarch 2019.
4. SHARE CAPITAL
During the year under review the company has issued 175000 equity shares of Rs 10/-each at a premium of Rs 190/- per share on preferential basis to non-promoter (public)category. Consequently as at March 31.2019 the total paid-up share capital of thecompany stood at Rs 1773.45 lacs divided into 17734500 equity shares of Rs 10/-each.
The company has also issued on preferential basis to non-promoter (public) category575000 convertible warrants at Rs 200/- per warrant (paid-up Rs 50/-) each convertibleinto one equity share of Rs 10/- each to be issued at a price of Rs 200/- per share i .e.at a premium of Rs 190/- per share.
Based on the Company's performance the Directors are pleased to recommend for approvalof the members a final dividend of 50 paise per share for F Y19. The final dividend onequity shares if approved by the members would involve a cash outflow of Rs. 106.89Lacs including dividend distribution tax resulting in a payout of 7.61% of the standaloneprofits of the Company.
6. AUDITORS & AUDITORS' REPORT
M/s. Sunil Kumar Gupta & Co. Chartered Accountants New Delhi were appointed asstatutory auditors of the company for a period of five years in the 38th AGM i.e. till theconclusion of the 43rd Annual General Meeting to be held for the FY 2022-23.
The Auditors' Report for the fiscal 2019 does not contain any qualificationreservation or adverse remark. Further in terms of section 143 of the Companies Act 2013read with Companies (Audit & Auditors) Rules 2014 as amended no fraud has beenreported by the Auditors of the Company where they have reasons to believe that an offenceinvolving fraud is being or has been committed against the company by officers oremployees of the company.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. Hence Thecompany need not to give details related to deposits. There is no non compliance of theprovisions of Chapter V of the Companies Act 2013.
8. PARTICULARS OF EMPLOYEES
Disclosure pertaining to the remuneration and other details as required under theCompanies Act 2013 read with rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and any amendments thereof is attached as Annexure A
9. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board has on the recommendation of the Nomination & Remuneration Committeeadopted a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration.
-The Nomination & Remuneration Committee identifies and ascertains the integrityqualification expertise and experience of the person for appointment as Director andensures that the candidate identified possesses adequate qualification expertise andexperience for the appointment as a Director.
-The Nomination & Remuneration Committee ensures that the candidate proposed forappointment as Director is compliant with the provisions of the Companies Act 2013.
-The candidate's appointment as recommended by the Nomination and RemunerationCommittee requires the approval of the Board.
-In case of appointment of Independent Directors the Nomination and RemunerationCommittee satisfies itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and dutieseffectively.
-The Nomination and Remuneration Committee ensures that the candidate identified forappointment as a Director is not disqualified for appointment under Section 164of theCompanies Act 2013.
-The policy can be viewed at company's website at https//www.pritikaautoindustries.com/ investors.html
10. CORPORATE GOVERNANCE
Report on Corporate Governance and Certificate of the Secretarial Auditors of yourCompany regarding compliance of the conditions of Corporate Governance as stipulated inSchedule V read with Regulation 34(3) of the SEBI (LODR) Regulations are provided in aseparate section and forms part of this Report as Annexure B.
Pursuant to the Scheme of Amalgamation approved by NCLT Chandigarh Bench two of thewholly owned subsidiaries of your company namely Pritika Autocast Limited and NibberCastings Private Limited have been amalgamated with the company during the year. Now thereis one wholly owned subsidiary namely Pritika Engineering Components Pvt. Limited'.
In accordance with the provisions of Section 129(3) of the Act read with the Companies(Accounts) Rules 2014 a report on the performance and financial position of thesubsidiary is attached as Annexure C to this Report.
12. STATEMENTS OF PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE
Information in accordance with the provisions of Section 134 (3)(m) of the Act readwith the Companies (Accounts) Rules 2014 regarding Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo during the reporting period is attachedherewith and marked as Annexure-D.
13. RELATED PARTY TRANSACTIONS
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2and forms part of this report as Annexure- E.
14. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure -F.
15. SECRETARIAL AUDIT REPORT
As required under section 204(1) of the Companies Act 2013 and Rules made there underthe Company has appointed Mr. Sushil K Sikka Prop. S K Sikka & Associates CompanySecretary as Secretarial Auditor of the Company for the Financial Year 2018-19.TheSecretarial Audit Report forms part of the Annual Report.
The Copy of Secretarial Audit Report for the Financial Year 2018-19 issued by Mr.Sushil K Sikka Company Secretary in Practice has been attached and marked as Annexure -G. The Secretarial Auditors' Report for the fiscal 2019 does not contain anyqualification reservation or adverse remark.
16. MANAGEMENT DISCUSSION ANALYSIS REPORT
The details forming part of Management Discussion and Analysis Report is annexedherewith to the Board Report as Annexure -H.
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations. However theHon'ble National Company Law Tribunal Bench Chandigarh vide its order dated 6/2/2019 hasapproved the 'Scheme of Amalgamation' of Pritika Autocast Ltd. and Nibber Castings Pvt.Ltd. (the Transferor companies) with Pritika Auto Industries Ltd. (the TransfereeCompany).
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of loan guarantee and investment covered under the provisions of Section 186of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 aregiven in the Notes to the financial statements.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
For the financial year 2018-19 the provisions of Section 135 of the Companies Act 2013read with Companies (Corporate Social Responsibility) Rules 2014 were applicable onPritika Autocast Limited wholly owned subsidiary which has been amalgamated with thecompany. The details about the policy developed and implemented by the company on CSRinitiatives taken during the year is enclosed at Annexure -I. The company has alsodeveloped a policy on Corporate Social Responsibility which can be viewed at the company'swebsite at https//www.pritikaautoindustries.com/ investors.html
20. MEETINGS OF BOARD OF DIRECTORS
The Board met 7 times during the year the details of which are given in the CorporateGovernance Report. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013 and the Listing Regulations.
21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relatetill the date of this report.
22. CORPORATE ACTIONS DURING THE YEAR 2018-19
During the Financial Year 2018-19 the Company made several Corporate Actions thedetails of which are as below:
EXTRA-ORDINARY GENERAL MEETING
The Company held Extra-Ordinary General Meeting on 9th January 2019 in order to seekthe approval of the Shareholders for the following matters:
Increase in the limit of investment by Foreign Institutional Investors (Fils)and Non Resident Individuals (NRIs) in the Company's Equity Share Capital by SpecialResolution
Issue of Equity Shares on Preferential Allotment Basis to the Non Promoters(Public Category) for Cash by Special Resolution
Issue of Warrants convertible into Equity Shares on Preferential AllotmentBasis to the Non Promoters (Public Category) for Cash by Special Resolution
Approval of Material Related Party Transactions with Holding and otherSubsidiary Companies by Ordinary Resolution
All the above resolutions were passed with requisite majority.
The Company conducted Postal Ballot in order to seek the approval of the Shareholdersfor the following matters vide notice dated 12th February 2019 by Special Resolution.
Continuance of Mr. Raminder Singh Nibber as director and Chairman of the companynot withstanding that he has attained the age of 75 years
Appointment of Mr. Raminder Singh Nibber (DIN: 00239117) as whole time directorand payment of remuneration for a period of three years w.e.f. 01.04.2019.
Payment of remuneration to Mr. Harpreet Singh Nibber (DIN: 00239042) ManagingDirector of the company for a period of three years w.e.f. 01.04.2019
Appointment of Mr. Ajay Kumar director (DIN: 02929113) as whole time directorof the company and payment of remuneration for a period of three years w.e.f. 01.04.2019
Approval of loans investments guarantee or security under Section 185 ofCompanies Act 2013 All the above resolutions were passed with requisite majority.
23. COMPOSITION OF COMMITTEES
The Company has complied with the SEBI (LODR) Regulations along with the Companies Act2013 with respect to the Composition of the Committees as required therein and the detailsof which is given under Corporate Governance Report annexed to this Report.
24. BOARD EVALUATION
The Board of Directors have carried out an annual evaluation of its own performanceits various committees and individual directors pursuant to the provisions of the Act andthe Corporate Governance requirements as prescribed under Regulation 17(10) 25(4) andother applicable provisions of the SEB1 (LODR) Regulations. The manner of evaluation isprovided in the Corporate Governance Report.
25. DIRECTORS AND KEY MANAGERIAL PERSONNEL Re-Appointment of Director
Mr. Ajay Kumar (DIN: 02929113) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
Independent Directors on your Company's Board have submitted declarations ofindependence to the effect that they meet the criteria of independence as provided inSection 149(6) of the Act and Regulation 16( 1 )(b) of the Listing Regulations.
Change in Composition of Board
During the Financial Year 2018-19 Mrs. Neha was appointed as an Independent Directorw.e.f. 24.04.2018.
Key Managerial Personnel
There was no change in Key Managerial Personnel during the FY 2018-19.
Mr. Ramesh Chander Saini Chief Financial Officer on his retirement resigned from thepost w.e.f 30.04.2019 & Mr. Narinder Kumar Tyagi was appointed as Chief FinancialOfficer w.e.f. 22.05.2019.
Mr. Vedant Bhatt Company Secretary & Compliance Officer resigned w.e.f. 22.05.2019and Mr. Chander Bhan Gupta was appointed as Company Secretary & Compliance Officerw.e.f. 22.05.2019.
26. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibilities Statement it is hereby confirmed that:
a. In the preparation of the annual accounts for the financial year ended 31"March 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures.
b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d. The Directors had prepared the accounts for the financial year ended 31 st March2019 on a going concern basis.
e. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
27. COST AUDITORS
As per requirement of the Regulation 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Board ofDirectors on the recommendation of Audit Committee has appointed M/s Khushwinder Kumar& Co. Cost Accountants (Firm Registration No. 100123) as Cost Auditor to audit theCost Accounts of the company for the Financial Year 2019-20. As required under the Act aresolution seeking members' approval for remuneration payable to the Cost Auditor formspart of the notice convening the Annual General Meeting for their ratification.
28. INTERNAL AUDITORS
The Company has appointed Mr. Gaurav Kumar CM A (Cost Accountant) as Internal Auditorof the Company for financial year 2019-20.
29. COST RECORDS
As specified by the Central government under sub section (1) of section 148 of theCompanies Act 2013 cost records were maintained by Pritika Autocast Ltd. and NibberCastings Pvt. Ltd. the wholly owned subsidiaries amalgamated with the company.
30. INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT
Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of the CompaniesAct 2013 the Board has developed Internal Finance Control Policy to identify andmitigate risks. The provisions of Regulation 21 of SEBI Listing Regulations 2015pertaining to Risk Management Committee are not applicable to the company.
31. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
To create enduring value for all stakeholders and ensure the highest level of honestyintegrity and ethical behavior in all its operations the Company has formulated VigilMechanism Policy. This policy aspires to encourage all employees to report suspected oractual occurrence of illegal unethical or inappropriate events (behaviors or practices)that affect Company's intcrest/image.
32. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The company has complied with the provisions of Internal Complaints Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The details pertaining to complaints are mentioned in the Corporate Governance Reportplaced at Annexure -B.
Your Directors wish to express their sincere appreciation to all the Employees fortheir contribution and thanks to our valued clients Bankers and shareholders for theircontinued support.
| || |
For and on behalf of the Board of Directors
|Date: 05/08/2019 ||Sd/- ||Sd/- |
|Place: Mohali ||Harpreet Singh Nibber ||Ajay Kumar |
| ||Managing Director ||Whole Time Director |