The Directors have pleasure in presenting their 38th Annual Report on the business andoperations together with the Audited Statement of Accounts of the Company for the yearended 31s' March 2018.
1. FINANCIAL RESULTS
The Financial results are briefly indicated below:
| || ||(Rs.Lakhs) |
|Particulars ||Standalone ||Consolidated |
| ||2017-18 ||2017-18 |
|Net Turnover ||127.88 ||17065.69 |
|Profit before Interest Depreciation and Tax (PB1DT) ||84.15 ||2536.31 |
|Less: Depreciation ||0.17 ||568.04 |
|Profit before Interest and Tax (PBIT) ||83.98 ||1968.27 |
|Interest ||0.11 ||559.39 |
|Profit before Tax Expenses ||83.87 ||1408.88 |
|Tax Expenses ||23.14 ||302.39 |
|Profit after Tax ||60.73 ||1106.49 |
2. REVIEW OF OPERATIONS:
The Company has made profit of Rs. 60.73 Lakhs during the financial year. TheConsolidated figures reflect a profit after tax Rs. 1106.49 Lakhs for the Financial yearended 31.03.2018 as against Rs. 424.08 lakhs during the previous year. It shows asignificant rise of 160.91% in the revenue generated by the Company as compared to theprevious Financial Year. The year has proved to be very productive and significant for theCompany its the Company has achieved much higher than expected targets and has witnessedremarkable growth in terms of production and revenue generation. The overall growth of theCompany is expected to increase at a rapid pace in the near future as the Company isendeavoring and expanding its business on a larger scale.
3. AMALGAMATION OF SUBSIDIARY COMPANIES:
A Joint Petition under Sections 230 to 232 read w'ith Section 52 66 and otherapplicable provisions of the Companies Act 2013 read with Companies (CompromisesArrangements and Amalgamation) Rules 2016 has been filed before the Ilon'ble NationalCompany Law Tribunal Chandigarh Bench at Chandigarh for Amalgamation of Pritika AutocastLimited (the First Transferor Company') and Nibber Castings Private Limited (theSecond Transferor Company) WITH Pritika Auto Industries Limited (the TransfereeCompany'). The Scheme of Amalgamation has been approved by the Secured and UnsecuredCreditors of the transferor companies in their meeting convened by the NCLT. The consentof the shareholders of the transferor companies has also been obtained. The members of thecompany have also approved the Scheme of Amalgamation in their meeting convened by NCLT.The matter is pending before the NCLT for hearing.
Based on the Company's performance the Directors are pleased to recommend for approvalof the members a final dividend of 20 paise per share for FY18. The final dividend onequity shares if approved by the members would involve a cash outflow of 42.34 Lakhsincluding dividend distribution tax resulting in a payout of 69.72% of the unconsolidatedprofits of the Company.
5. AUDITORS & AUDITORS REPORT:
M/s. Koshal & Associates. Chartered Accountants the statutory auditors of thecompany who were appointed as Statutory Auditors in the 36th Annual GeneralMeeting of the company for a period of Five years have shown their unwillingness tocontinue as Statutory Auditors of the company and have resigned from the position ofstatutory auditors of the company w.e.f. the conclusion of this Annual General Meeting.The Board of Directors have recommended appointment of M/s. Sunil Kumar Gupta & Co.Chartered Accountants as Statutory Auditors of the company for a period of 5 yearscommencing from the conclusion of this 38th AGM till the conclusion of the 43rdAGM. M/s. Sunil Kumar Gupta & Co. Chartered Accountants have consented to the saidappointment and confirmed that their appointment if made w ould be within the limitsspecified under Section 141(3)(g) of the Act. They have further confirmed that they arenot disqualified to be appointed as statutory auditors in terms of the provisions of theproviso to Section 139(1) Section 141(2) and Section 141(3) of the Act and the provisionsof the Companies (Audit and Auditors) Rules 2014.
The Auditors' Report for the fiscal 2018 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.
7. 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.
8. 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--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 164 of theCompanies Act 2013.
9. CORPORATE GOVERNANCE:
Report on Corporate Governance and Certificate of the Auditors of your Companyregarding compliance of the conditions of Corporate Governance as stipulated in Schedule Vread with Regulation 34(3) of the SEBI (LODR) Regulations are provided in a separatesection and forms part of this Report as Annexure B.
Your Company in Previous year 2016-17 has acquired two Companies namely PritikaAutocast Limited and Nibber Castings Private Limited by way of purchasing 100% of theirEquity shares and making them wholly own subsidiaries.
The Company has formed a wholly owned subsidiary in the name of "PritikaEngineering Components Pvt. Limited" in February 2018 which has acquired the assets(Land Building & Machinery) of unit No: 2 of Amrit Duraparts Pvt. Ltd located atVillage Simbli on Phagwara - Hoshiarpur Road Punjab. The newly acquired foundry has acapacity of 12000 tons per annum. With this acquisition the total installed capacity ofthe Company has increased to 50000 tons per annum in Financial Year 2018 enabling theCompany to achieve its vision of Financial Year 2020 well ahead of time.
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 each of thesubsidiaries is attached as Annexure C to this Report.
11. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORTOF BOARD OF DIRECTORS)
Information in accordance with the provisions of Section 134 (3)(m) of the Act readwith the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules1988 regarding Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo during the reporting period is attached herewith and marked as Annexure-D.
12. 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 Annexure inForm AOC-2 and the same forms part of this report. ANNEXURE- E.
13. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure to the Board Report. ANNEXURE F.
14. SECRETARIAL AUDIT REPORT:
As required under section 204 (1) of the Companies Act 2013 and Rules made there underthe Company has appointed Mr. Jaymin Modi Company Secretary as Secretarial Auditor of theCompany for the financial Year 2017-18.The Secretarial Audit Report forms part of theAnnual report as Annexure to the Board's Report.
The Copy of Secretarial Audit Report for the Financial Year 2017-18 issued by Mr.Jaymin Modi Company Secretary in Practice has been attached and marked as Annexure - G.The Secretarial Auditors' Report for the fiscal 2018 does not contain any qualificationreservation or adverse remark.
15. MANAGEMENT DISCUSSION ANALYSIS REPORT:
The details forming part of Management Discussion and Analysis Report is annexedherewith as Annexure to the Board Report. Annexure H.
16. 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.
17. 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.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act relating to Corporate SocialResponsibility are not applicable as the Company is having Net worth less than rupees FiveHundred Crore Turnover less than rupees One Thousand Crore and Net Profit less thanrupees Five Crore.
19. MEETINGS OF BOARD OF DIRECTORS:
The Board met 10 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.
20. 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 relateon the date of this report.
21. CORPORATE ACTIONS DURING THE YEAR 2017-18
During the Financial Year 2017-18 the Company made several Corporate Actions thedetails of which are as below:
EXTRA-ORDINARY GENERAL MEETING
The Company conducted Extra-Ordinary General Meeting on 08th December 2017in order to seek the approval of the Shareholders for the following matters:
Increase in Authorised Share Capital of The Company
- After receiving the assent from the Shareholders the Company increased itsAuthorised Capital from Rs. 15.00. 00.000/- (Rupees Fifteen Crores only) divided into15000000 (One Crore Fifty Lakhs) Equity shares of Rs. 10/- (Rupees Ten) each to Rs.200000000/- (Rupees Twenty Crores only) divided into 20000000 (Two Crore) Equityshares of Rs.10/- (Rupees Ten) each."
Alteration of Memorandum of Association of The Company.
- After receiving the assent from the Shareholders the Company altered the thenexisting Clause V of the Memorandum of Association reflecting the Authorised Share Capitalof the Company to Rs. 20.00. 00.000/- (Rupees Twenty Crores only) divided into 20000000(Two Crore) Equity Shares of Rs.10/- (Rupees Ten) each.
Issue of Equity Shares on Preferential Basis.
- The Company came out with another Preferential Issue in the Financial Year 2017-18.The details of which are as under:
a. Issued 350000 (Three Lakhs Fifty Thousand ) fully paid-up Equity Shares of Rs.10/-each at a premium of Rs. 64.10/-of the Company to the Promoters namely Pritika IndustriesLimited for cash.
b. Issued 325000 (Three Lacs Twenty Five Thousand) fully paid-up Equity Shares ofRs.10/- each at a premium of Rs. 64.10/- of the Company to the Promoters namely Mr.Harpreet Singh Nibber (215000 Equity Shares) and Mr. Raminder Singh Nibber ( 110000Equity shares) by way of Preferential allotment basis on conversion of outstandingUnsecured Loan into Equity shares (i.e. in lieu of conversion of Loan into Equity shares).
c. Issued 3342500 fully paid-up Equity Shares of Rs.10/- each at a premium of Rs.64.10/-of the Company to Public (NRIs and Indian Inhabitants) for cash.
22. 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.
23. 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 SEBI (LODR) Regulations. The manner of evaluation isprovided in the Corporate Governance Report.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. RE-APPOINTMENT OF DIRECTOR:
Mr. Raminder Singh Nibber (DIN: 00239117) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment.
B. INDEPENDENT DIRECTORS:
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.
C. CHANGE IN COMPOSTION OF BOARD:
During the Financial Year 2017-18 there was re-composition of the Board the details ofwhich are as under:
Mr. Chetan Shinde (Managing Director) - w. e.f 30.05.2018
Mr. Harsh Agrawal (Executive Director) - w. e.f 30.05.2018
Mr. Bhushan Adhatrao (Independent Director) - w.e.f 30.05.2018
Mr. Krishan Agrawal (Independent Director) - w.e.f 30.05.2018
Mrs. Sapna Khandelwal (Independent Dimeter)- w. e.f 28.01.2018
Mr. Harpreet Singh Nibber (Managing Director) - w. e.f30.05.2018
Mr. Raminder Singh Nibber (Chairman - Non-executive Director) - w.e.f30.05.2018
Mr. Neeraj Bajaj (Independent Director) - w. ef30.05.2018
Mr. Ajay Kumar (Executive Director) - w. e.f01.08.2018
Mr. Yudhisthir Lal Madan (Independent Director) - w. ef 01.082018
* Mrs. Neha was appointed as an Additional Director w.e.f. 24.04.2018
D KEY MANAGERIAL PERSONNEL:
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereunder.
i. Mr. Harpreet Singh Nibber -Managing Director
ii. Mr. Vedant Bhatt - Company Secretary & Compliance Officer
iii. Mr. Ramesh Chander Saini - Chief Financial Officer (appointed w.e.f 30.08.2018)
25. 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:
a) That in the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation relating to material departures.
b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year review.
c) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities and
d) The Directors had prepared the accounts for the financial year ended 31stMarch 2018 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.
26. INTERNAL AUDITORS:
The Company has re-appointed M/s. Chetal Vikesh & Associates CharteredAccountants as Internal Auditor of the Company for financial year 2018-19.
27. COST RECORDS:
The company is not required to maintain Cost Records as specified by the Centralgovernment under sub section (1) of section 148 of the Companies Act 2013.
28. IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Board of Directors has developed and implemented an adequate Risk ManagementPolicy which lays down the procedure to identify monitor and mitigate the key elementsof risk that threaten the existence of the Company. The risk assessment is not limited tothreat analysis but also identifies potential opportunities.
29. 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 interest/image.
30. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
Your Company strongly believes in providing a safe and harassment-free workplace foreach and every individual working for the Company through various interventions andpractices. It is the continuous endeavor of the Management of the Company to provide anenvironment to all its employees that is free from discrimination and harassmentincluding sexual harassment. There is no woman employee in the company. However thecompany has complied with the provisions of Internal Complaints Committee under the SexualHarassment of women at workplace (prevention prohibition and redressal) Act2013.
During the year ended 31st March 2018 no complaint pertaining to sexualharassment was received by the Company.
31. CHANGE IN REGISTRAR & SHARE TRANSFER AGENT:
During the year 2017-18 the Company changed its Registrar & Share Transfer Agentfrom M/s Adroit Corporate Services Pvt.Ltd. situated at 17-20 Jafferbhoy Ind. Estate1stFloor Makhwana Road Marol Naka Andheri (E) Mumbai 400059 India to M/s SatelliteCorporate Services Pvt. Ltd. Situated at Unit No. 49 Bldg. No. 13-A-B 2nd FloorSamhita Commercial Co-Op. Soc. Ltd. Off. Andheri Kurla Lane MTNL Lane Sakinaka Mumbai -400072.
The shareholders of the Company are requested to take the note of the same and contactat the above mentioned new RTA address. The contact details of our new RTA is as under:
Tel : 022-28520461 022-28520462
Fax No.: 022-28511809
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.
| ||By Order of the Board |
| ||For Pritika Auto Industries Limited |
| ||Sd/- |
| ||Mr. Raminder Singh Nibber |
| ||Chairman |
|Date: 11.08.2018 || |
|Place: Mohali || |
Details Pertaining To Remuneration As Required Under Section 197 (12) Of The CompaniesAct 2013 Read With Rule 5(1) Of The Companies (Appointment And Remuneration Of ManagerialPersonnel) Rules 2014
The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2017-18 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2017-18 are as under:
|Sr. No. ||Name of Director/KMP and Designation ||Remuneration of Director/KMP for the FY 201718 (amount in Rs.) ||% increase in remuneration in the FY 2017-18 ||Ratio of remuneration of each director to median remuneration of employees |
|1 ||Mr. Chetan Shinde Managing Director (Ceased on 30.05.2017 ) ||40000 ||Nil ||0.15 |
|2 ||Mrs. Sapna Khandellwal Independent Director ( Ceased on 28.01.2018) ||30000 (Sitting Fee) ||N/A ||N/A |
|3 ||Mr. Neeraj Bajaj Independent Director ||225000 (Sitting Fee) ||N/A ||N/A |
|4 ||Mr. Yudhisthir Lal Madan Independent Director ||192500 (Sitting Fee) ||N/A ||N/A |
|5 ||Mr. Vedant Bhatt Company Secretary ||480000 ||12.94 ||N/A |
(i) Mr. Neeraj Bajaj and Mr. Yudhisthir Lal Madan were appointed as IndependentDirector during the year under review.
(ii) The median remuneration of employees of the Company during the financial year wasRs. 260000 p.a;
(iii) In the financial year there was an increase of 8.33 % in the median remunerationof employees;
(iv) There was one permanent employee on the rolls of the Company as on March 31 2018;
(v) Average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e 2017-18 was 12.94 % whereas thepercentile increase in the managerial remuneration for the same financial year was Nil.
(vi) The key parameters for the variable component of remuneration availed bydirectors: - There is no variable component in the remuneration paid to the directors.
(vii) It is hereby affirmed that the remuneration paid is as per the RemunerationPolicy for Directors Key Managerial Personnel Senior Management Personnel and otheremployees.
Employees who were employed throughout the year and were in receipt of remuneration atthe rate of not less than Rs. 10200000/- per annum and employees employed for a part ofthe financial year and were in receipt of remuneration at the rate of not less than Rs.850000/- per month.
There was no employee who was Employed throughout the year and was in receipt ofremuneration at the rate of not less than Rs. 10200000/- per annum. There was noemployee employed for a part of the financial year and was in receipt of remuneration atthe rate of not less than Rs. 850000/- per month.