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Pritika Autocast Ltd.

BSE: 780020 Sector: Auto
NSE: N.A. ISIN Code: INE070R01019
BSE 05:30 | 01 Jan Pritika Autocast Ltd
NSE 05:30 | 01 Jan Pritika Autocast Ltd

Pritika Autocast Ltd. (PRITIKAAUTOCAST) - Director Report

Company director report

To the Members

Your Directors have pleasure in submitting their 11th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2016.

FINANCIAL RESULTS

The Company's financial performance for the year under review along with previousyear's figures are given hereunder:

For the year ended 31st March 2016 For the year ended 31st March 2015
Sales /Income from Business Operations 8612.19 8183.50
Other Income 13.52 30.36
Total Income 8625.71 8213.86
Profit before interest depreciation & taxation 1100.36 1115.66
Less Interest /finance cost 533.33 600.83
Profit before Depreciation 567.03 514.83
Less Depreciation 367.39 346.83
Profit after depreciation and Interest 199.64 168.00
Less Tax Expenses 53.20 11.21
Net Profit after Tax 146.44 156.79
Earning per share in Rs. (Basic) 1.22 1 30
Earning per Share in Rs. (Diluted) 1.22 1 30

STATE OF COMPANY'S AFFAIRS & FUTURE PROSPECTS:

Your company is engaged in manufacturing of parts/components for tractors and is linkedwith tractor industry directly. Indian tractor market continued to be under pressure inthe year 2016 due to various factors. The demand in the market continues to be marred byweak farm sentiments a result of stressed farm incomes on account of consecutive cropfailures a second consecutive year of weak south-west monsoon as well as only a modestincrease in MSPs of various crops. Additionally non-agri demand has remained weak and aslow pick up in infrastructure and construction activities has constrained demand fromhaulage purposes. Increasing exports to destinations such as Turkey and Algeria aidedvolume expansion in exports besides supplies to US (by select players) till May 2015; thegrowth has however moderated over the recent past.

After declining by 13.0% during FY2015 the domestic tractor industry volumes continuedto be under pressure in the current financial year resulting in decline of 12.1% on a YOYbasis in April-February FY2016. However under such market conditions your company wasable to achieve turnover of Rs. 8612.19 lacs as against Rs.8183.50 lacs in the previousyear. The operating profit for the year under review was Rs. 732.97 lacs. The companyearned profit after tax Rs. 146.44 acs during the year under review. The Earning per Sharewas Rs. 1.22.

The government's thrust on rural development especially on irrigation programmes andfarmer welfare in the budget could also help improve farm sentiments. ICRA expects thetrader domestic volumes to grow at a moderate pace with an outlook of a growth in tractorvolumes (domestic + exports) of 4- 6% in FY2017 with any major recovery in demand tohappen over the medium term. This coupled with other factors such as increasing ruralwages scarcity of farm labour as well as long term trend of improving MSPs is also likelyto aid growth in industry volumes over the long term.

The Company hope for better results in the current year.

DIVIDEND

Your directors do not recommend any dividend for the year 2015-16.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

There is no unpaid/ unclaimed dividend as such the provisions of Section 125 of theCompanies Act 2013 do not apply.

LISTING WITH STOCK EXCHANGES

The equity shares of the company are listed on SME-lnstitutional Trading Platform ofBSE Ltd. During the year the members of the company by passing Special Resolution throughPostal Ballot decided to seek Voluntary Exit of the securities of the company fromSME-ITP of BSE. The company is awaiting approval from BSE Ltd. for voluntarily exit of itssecurities from SME-ITP of the exchange. The annual listing fee for the financial year2016-17 has been paid to the stock exchange.

DIRECTORS

Pursuant to the provisions of section 152 of Companies Act 2013 Mr. Raminder SinghNibber director retires by rotation and being eligible offers himself for reappointment.The Board recommends his reappointment. None of the directors is disqualified u/s 164 (2)of the Companies Act 2013 and there was no change in the Board.

SECRETARIAL AUDITOR REPORT

M/s. S.K.Sikka & Associates Company Secretaries were appointed SecretarialAuditor pursuant to the provisions of section 204 of the Companies Act 2013 and Rulesthere under to conduct the Secretarial Audit of the company for the fiscal 2016. TheSecretarial Auditors' Report for the fiscal 2016 forms part of the Annual Report asAnnexure 'A' to the Boards' Report. The Secretarial Auditors' Report does not contain anyqualification reservation or adverse remark.

KEY MANAGERIAL PERSONNEL

The following are Key Managerial Personnel of the company:

Mr. Harpreet Singh Nibber Managing Director

Mr. Ramesh Chander Saini Chief Financial Officer

Mr. C B Gupta Company Secretary

During the year there was no change in Key Managerial Personnel of the company.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2016 is Rs. 120264750. There was nochange in the share capital of the company.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 in Form MGT-9 arefurnished in Annexure 'B' and is attached to this Report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company. TheCompany is subsidiary of Pritika Industries Ltd. which holds 67.54% shares of the company.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not made any loan guarantee or investment under Section 186 of theCompanies Act 2013 during the year under review.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and wtere in the ordinary course of business. There were nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large. The required approvals undersection 188 of the Companies Act 2013 have been taken for these related partytransactions. The details of transactions entered into with related parties are attachedas Annexure 'C' in form AOC-2 that forms an integral part of this Report. The company isengaged in casting and machining of auto components/parts. Pritika Industries Ltd. theholding company is also engaged in machining of auto components/parts and one of itsunits is situated adjoining to company's works in Vill. Bathri. The company is purchasingmachined components steel scrap and getting machining job work done from PritikaIndustries Ltd. and selling castings to them. The company is purchasing and sellingmaterial at competitive rates and saving transport cost and time also.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and regulationsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the company during the year.

CORPORATE GOVERNANCE

Corporate governance is creation and enhancing long-term sustainable value for thestakeholders through ethically driven business process. At Pritika Autocast it isimperative that our Company's affairs are managed in a fair and transparent manner. We atPritika Autocast ensure that we evolve and follow the corporate governance guidelines andbest practices. We consider it our inherent responsibility to disclose timely and accurateinformation regarding our financials and performance as well as the leadership andgovernance of the Company.

The provisions of Corporate Governance Report as contained in Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are not applicable tothe company.

STATUTORY AUDITORS

At the Annual General Meeting held in the year 2014 M/s Vikesh Chetal &Associates Chartered Accountants Statutory Auditors of the Company were re-appointed bythe shareholders to hold office as Statutory Auditors from the conclusion of 9thAnnual General Meeting held in the year 2014 till the conclusion of 12th Annual GeneralMeeting of the Company to be held in the year 2017 subject to ratification of theirappointment at every Annual General Meeting. Under Section 139 of the Companies Act 2013the Company is required to place the matter relating to Statutory Auditor's appointmentfor ratification by members at every Annual General Meeting. The Company has received aletter from the Statutory Auditors confirming that they are eligible for appointment asAuditors of the Company under Section 139 of the Companies Act 2013 and meet the criteriafor appointment specified in Section 141 of the Companies Act 2013. Based on therecommendations by the Audit Committee the Board of Directors of the Company recommendthe ratification of appointment of M/s Vikesh Chetal & Associates CharteredAccountants as Statutory Auditors of the Company by the shareholders at the ensuingAnnual General Meeting. The Auditors' Report for the fiscal 2016 does not contain anyqualification reservation or adverse remark.

Further in terms of section 143 of the Companies Act 2013 read with Companies (Audit& Auditors) Rules 2014 as amended no fraud has been reported by the Auditors of theCompany where they have reasons to believe that an offence involving fraud is being orhas been committed against the company by officers or employees of the company.

DEPOSITS

The company has not accepted any fixed deposits covered under Chapter V of Companiesact 2013 and no amount of principal or interest was unpaid/unclaimed /outstanding as onthe Balance Sheet date.

PARTICULARS OF EMPLOYEES

The information required u/s 197 of Companies Act 2013 read with Rule 5 of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 asamended is attached as Annexure ‘D' and forms an integral part of this report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors Employees and other Stakeholders of the Company to report concerns aboutillegal or unethical practices unethical behavior actual or suspected fraud or violationof the Company's Code of Conduct or Ethics Policy. The Whistle Blower Policy has beenposted on the website of the Company: www.pritikaarouD.com. The company did not receiveany complaint/grievance under this policy during the year.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The Board has constituted an Audit Committee. The composition of the Audit Committee ason 31st March 2016 is as under:

Name of member Category
Mrs. Vijay Laxmi Chairperson Independent/Non Executive
Mr. Parvinder Singh Sahni Member Independent/Non Executive
Mr. Raminder Singh Nibber Member Non Executive/ Promoter

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 policy has been placed on the website of thecompany.

-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 ensure 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-ei-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.

SEXUAL HARASSMENT POLICY

The Company has a Policy on Prohibition Prevention and Redressal of Sexual Harassmentof Women at Workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013".

As per provisions of section 21 and 22 of "The Sexual Harassment of Women atWorkplace (Prohibition Prevention and Redressal) Act 2013" the report on thedetails of the number of cases filed under sexual harassment and their disposal duringthe year 2015 is as under:

Number of cases pending as on the beginning of the financial year Nil
Number of complaints filed during the financial year Nil
Number of cases pending at the end of end of the financial year Nil

RISK MANAGEMENT POLICY

Risk management is a continuous process across the organization designed to identifyassess and frame a response to threats that affect the achievement of its objectives. Itenables management to prepare for risks before they devolve to improve the operationaleffectiveness. Determination of the risk appetite allows management to deploy resourcesaccording to the need. We firmly believe that to ensure effective risk management thereought to be risk management plans to handle the risks based on the priorities andchallenges of the business. The factors involved in identified risks must be consideredand the accuracy of assessment is very important. This implies if proper risk managementis implemented as a best practice then massive capital losses can be prevented. Thesuccess of the Risk Management Framework depends on the efforts taken to mitigate/ reduceeither the probability or consequence of the risk/ threat.

The Company has developed and implemented a Risk Management Policy which includestherein identification of element of risk which may threaten the existence of company.

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. Schedule IV of CompaniesAct 2013 states that the performance evaluation of independent directors shall be done bythe entire Board of Directors excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the board. The Board works with the Nomination andRemuneration Committee to lay down the evaluation criteria for the performance ofexecutive/ Non executive/independent directors through a peer evaluation excluding thedirector being evaluated through a board effectiveness survey. The questionnaire of the isa key part of the process of reviewing the functioning and effectiveness of the Board.Each board member is requested to evaluate the effectiveness of the board dynamics andrelationships information flow decision making of the directors relationship withstakeholders and effectiveness of the whole board and its various committees. Feedback oneach director is encouraged to be provided as a part of survey. The evaluation for thefiscal 2016 has been completed.

The independent directors have key role. Some of the performance indicators based onwhich the independent directors are evaluated include:

Ability to monitor Management Performance and integrity of financial controls &systems.

Credibility directions & guidance on Key issues in the best interest of Company.

Active and timely execution of any tasks assigned by the Board.

Ethical conduct consistent with applicable laws rules & regulations.

NUMBER OF BOARD MEETINGS HELD

Nine meetings of the Board of Directors of the company were held during the year.

INTERNAL FINANCIAL CONTROLS

The company has identified key financial controls which impact the financialstatements. In our view Internal Financial Controls affecting the financial statementsare adequate and operating effectively.

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.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A detailed report on the Management Discussion & Analysis is provided as a separatesection in the Annual Report which forms part of the Directors' Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Particulars with respect to conservation of energy and technology absorption pursuantto Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 for the year ended March 31 2016 are attached as Annexure ‘E' and form anintegral part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no Foreign Exchange earning and outgo made by the company during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual accounts for the financial year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearended March 31 2016 and of the profit and loss of the Company for that period;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND 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.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The provisions of section 135 of the Companies Act 2013 in respect of 'CorporateSocial Responsibility' are not applicable on the company. Hence the Company has notdeveloped and implemented any Corporate Social Responsibility initiatives.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under .review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Harpreet Singh Nibber Raminder Singh Nibber
Managing Director Director
DIN; 00239042 DIN:00239117
Date: September 3 2016
Place: Mohali