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The Directors have pleasure in presenting their 38th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 3T'' March, 2018.
1. FINANCIAL RESULTS;
The Financial results are briefly indicated below:
__ (In Lakhs)_
Profit before Interest, Depreciation and Tax (PB1DT)
Profit before Interest and Tax (PBIT)
Profit before Tax Expenses
Profit after Tax
2. REVIEW OF OPERATIONS:
The Company has made profit of Rs. 60.73 Lakhs during the financial year. The Consolidated figures reflect a profit after tax Rs. 1106.49 Lakhs for the Financial year ended 31.03.2018 as against Rs. 424.08 lakhs during the previous year. It shows a significant rise of 160.91% in the revenue generated by the Company as compared to the previous Financial Year. The year has proved to be very productive and significant for the Company as the Company has achieved much higher than expected targets and has witnessed remarkable growth in terms of production and revenue generation. The overall grow th of the Company is expected to increase at a rapid pace in the near future as the Company is endeavoring and expanding its business on a larger scale.
3. AMALGAMATION OF SUBSIDIARY COMPANIES:
A Joint Petition under Sections 230 to 232 read with Section 52, 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 has been filed before the Hon’ble National Company Law Tribunal, Chandigarh Bench at Chandigarh for Amalgamation of Pritika Autocast Limited (‘the First Transferor Company’) and Nibber Castings Private Limited (the Second Transferor Company) WITH Pritika Auto Industries Limited (‘the Transferee Company’). The Scheme of Amalgamation has been approved by the Secured and Unsecured Creditors of the transferor companies in their meeting convened by the NCLT. The consent of the shareholders of the transferor companies has also been obtained. The members of the company 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 approval of the members a final dividend of 20 paise per share for FY18. The final dividend on equity shares, if approved by the members, would involve a cash outflow of 42.34 Lakhs, including dividend distribution tax resulting in a payout of 69.72% of the unconsolidated profits of the Company.
5. AUDITORS & AUDITORS REPORT:
M/s. Koshal & Associates., Chartered Accountants, the statutory auditors of the company who were appointed as Statutory Auditors in the 36th Annual General Meeting of the company for a period of Five years, have shown their unwillingness to continue as Statutory Auditors of the company and have resigned from the position of statutory 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 years, commencing from die conclusion of this 38th AGM till the conclusion of the 43rd AGM. M/s. Sunil Kumar Gupta & Co., Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.
The Auditors’ Report for the fiscal 2018 does not contain any qualification, 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 the Company where they have reasons to believe that an offence involving fraud is being or has been committed against the company by officers or employees of the company.
The Company has not accepted any deposits within the meaning of Section 73 of the Companies 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 the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial 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 Committee, adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.
-The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification, expertise and experience for the appointment as a Director.
-The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act, 2013.
-The candidate’s appointment as recommended by the Nomination and Remuneration Committee requires the approval of the Board.
-In case of appointment of Independent Directors, the Nomination and Remuneration Committee 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 duties effectively.
-The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.
9. CORPORATE GOVERNANCE:
Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V read with Regulation 34(3), of the SEBI (LODR) Regulations, are provided in a separate section and forms part of this Report as Annexure B.
Your Company in Previous year 2016-17 has acquired two Companies namely Pritika Autocast Limited and Nibber Castings Private Limited by way of purchasing 100% of their Equity shares and making them wholly own subsidiaries.
The Company has formed a wholly owned subsidiary in the name of Pritika Engineering Components Pvt. Limited, in February, 2018 which has acquired the assets (Land, Building & Machinery) of unit No: 2 of Amrit Duraparts Pvt. Ltd located at Village Simbli on Phagwara - Hoshiarpur Road, Punjab. The newly acquired foundry has a capacity of 12,000 tons per annum. With this acquisition, the total installed capacity of the Company has increased to 50,000 tons per annum in Financial Year 2018, enabling the Company 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 the subsidiaries is attached as Annexure C to this Report.
11. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS)
Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings 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 the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure in Form 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 annexed herewith 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 under the Company has appointed Mr. Jaymin Modi, Company Secretary as Secretarial Auditor of the Company for the financial Year 2017-18.The Secretarial Audit Report forms part of the Annual 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 qualification, reservation or adverse remark.
15. MANAGEMENT DISCUSSION ANALYSIS REPORT:
The details forming part of Management Discussion and Analysis Report is annexed herewith as Annexure to the Board Report. Annexure H.
16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There is no significant and material order passed by the Regulators or Courts or Tribunals 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 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the financial statements.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.
19. MEETINGS OF BOARD OF DIRECTORS:
The Board met 10 times during the year, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.
20. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on 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 the details of which are as below:
EXTRA-ORDINARY GENERAL MEETING
The Company conducted Extra-Ordinary General Meeting on 08th December, 2017 in order to seek the approval of the Shareholders for the following matters:
- Increase in Authorized Share Capital of The Company
- After receiving the assent from the Shareholders, the Company increased its Authorized Capital from Rs. 15.00.00.000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crore) Equity Shares 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 then existing Clause V of the Memorandum of Association reflecting the Authorised Share Capital of the Company to Rs.
20.00.00.000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (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 3,50,000 (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 Industries Limited for cash.
b. Issued 3,25,000 (Three Lacs Twenty Five Thousand) fully paid-up Equity Shares of Rs.10/- each at a premium of Rs. 64.10/- of the Company, to the Promoters namely Mr. Harpreet Singh Nibber (2,15,000 Equity Shares) and Mr. Raminder Singh Nibber ( 1,10,000 Equity shares) by way of Preferential allotment basis, on conversion of outstanding Unsecured Loan into Equity shares (i.e. in lieu of conversion of Loan into Equity shares).
c. Issued 3,34,25,00 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 Act, 2013 with respect to the Composition of the Committees as required therein and the details of 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 performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under Regulation 17(10), 25(4) and other applicable provisions of the SEBI (LODR) Regulations. The manner of evaluation is provided 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 Annual General Meeting, and being eligible offers himself for re-appointment.
B. INDEPENDENT DIRECTORS:
Independent Directors on your Company’s Board have submitted declarations of independence to the effect that they meet the criteria of independence as provided in Section 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 of which are as under:
- Mr. Chetan Shinde (Managing Director) - w.ef30.05.2018
- Mr. Harish Agrawal (Executive Director) - w.e.f30.05.2018
- Mr. Bhushan Adhatrao (Independent Director) - w.e.f30.05.2018
- Mr. Krishan Agrawal (Independent Director) - w.e.f30.05.2018
- Mrs. Sapna Khandelwal (Independent Director) - w.ef28.01.2018
- 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. ef01.08.2018
* 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 Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.
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.ef 30.08.2018)
25. DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:
a) That in the preparation of the annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards had been followed along with proper explanation relating to material departures.
b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 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 of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and,
d) The Directors had prepared the accounts for the financial year ended 31st March, 2018 on a going concern basis.
e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
26. INTERNAL AUDITORS:
The Company has re-appointed M/s. Chetal Vikesh & Associates, Chartered Accountants, 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 Central government 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 Management Policy, which lays down the procedure to identify, monitor and mitigate the key elements of risk that threaten the existence of the Company. The risk assessment is not limited to threat 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 honesty, integrity and ethical behavior in all its operations, the Company has formulated Vigil Mechanism Policy. This policy aspires to encourage all employees to report suspected or actual 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 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
Your Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to provide an environment to all its employees that is free from discrimination and harassment, including sexual harassment. There is no woman employee in the company. However the company has complied with the provisions of Internal Complaints Committee under the Sexual Harassment of women at workplace (prevention, prohibition and redressal) Act,2013.
During the year ended 31st March, 2018, no complaint pertaining to sexual harassment was received by the Company.
31. CHANGE IN REGISTRAR & SHARE TRANSFER AGENT:
During the year 2017-18 the Company changed its Registrar & Share Transfer Agent from M/s Adroit Corporate Services Pvt.Ltd. situated at 17-20, Jafferbhoy Ind. Estate,1st Floor, Makhwana Road, Marol Naka, Andheri (E), Mumbai 400059, India to M/s Satellite Corporate Services Pvt. Ltd. Situated at Unit No. 49, Bldg. No. 13-A-B, 2nd Floor Samhita 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 contact at the above mentioned new RTA address. The contact details of our new RTA is as under:
Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.
By Order of the Board
For Pritika Auto Industries Limited
Mr. Raminder Singh Nibber