Dear Shareholders,
The Directors have pleasure in presenting their 7th Annual
Report on the business and operations together with the Audited Statement of Accounts of
the Company for the year ended 31st March, 2024.
1. FINANCIAL RESULTS
The Financial results are briefly indicated below:
(In Lakhs)
Particulars |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from operations (net) |
8717.22 |
8232.30 |
8732.39 |
8232.30 |
Other Income |
49.29 |
38.18 |
23.13 |
12.50 |
Profit before Interest, |
1192.30 |
1068.32 |
1166.72 |
1042.14 |
Depreciation and Tax (PBIDT) |
|
|
|
|
Interest |
391.23 |
363.57 |
394.56 |
363.57 |
Profit before Depreciation and |
801.07 |
704.75 |
772.16 |
678.57 |
Tax (PBIT) |
|
|
|
|
Depreciation |
316.60 |
279.07 |
323.31 |
279.07 |
Profit before Tax Expenses |
484.47 |
425.68 |
448.85 |
399.50 |
Tax Expenses |
112.85 |
71.85 |
112.84 |
71.85 |
Profit after Tax |
371.62 |
353.83 |
336.01 |
327.65 |
Other Comprehensive Income |
(4.15) |
(0.04) |
(4.15) |
(0.04) |
Total Comprehensive Income |
367.47 |
353.79 |
331.86 |
327.61 |
EPS- Basic |
3.03 |
4.08 |
2.74 |
3.78 |
Diluted |
3.03 |
4.08 |
2.74 |
3.78 |
The Standalone Revenue from the operations (net) for the Financial Year
2023-24 was Rs.8717.22 lac (Previous year Rs.8232.30 lac). The company earned Net Profit
of Rs. lac 371.62 (Previous Year Rs.353.83 lac).The Earning per share was Rs. 3.03.
The Consolidated Revenue from the operations (net) for the Financial
Year 2023-24 was Rs. 8732.39 lac (Previous Year Rs. 8232.30 lac). The company earned
Consolidated Net Profit Rs.336.01 lac (Previous Year Rs.327.65 lac). The Consolidated
Earning per share was Rs. 2.74.
There was no change in the nature of business of the company during the
year.
The previous year figures have been restated, rearranged, regrouped and
consolidated, to enable comparability of the current year figures of accounts with the
relative previous year's figures.
2. INDUSTRIAL SCENARIO
The Indian tractor industry stands as a significant pillar in the
country's agricultural landscape, poised for steady growth and innovation in the coming
years. With a robust market estimation of USD 2.37 billion in 2024, expected to climb to
USD 3.13 billion by 2029 at a CAGR of 5.80%, the sector is witnessing positive trends
driven by various factors. The demand surge for agricultural machinery, particularly
tractors, can be attributed to several stimuli such as higher Kharif sowing, favorable
monsoon conditions, increased rural spending by the government, and exemptions from
lockdown restrictions.
The tractor industry has ended the fiscal FY24 with an 8 per cent
decline in domestic sales after reporting peak volumes in the previous fiscal. Though
tractor exports fell 22 per cent in FY24, the March quarter signaled a rebound with
positive growth in shipments.
[Source](https://www.thehindubusinessline.com/economy/agri-business/domestic-tractor-sales-fall-8-in-fy24-on-el-
nino-impact/article68058563.ece). ICRA estimates the industry volumes to grow at a modest
pace in FY2025, aided by expectation of an above normal monsoon and consequent favourable
impact of the same on farm cash flows.
India's tractor market, one of the largest globally, witnesses
dominance by indigenous OEMs like Mahindra & Mahindra Limited, TAFE, International
Tractors Ltd (Sonalika), and Escorts Limited, although international players like Deere
& Company and CNH have also established a significant presence.
The trend of custom hiring of tractors is gaining momentum, with
various stakeholders, including government agencies and local entrepreneurs, contributing
to its proliferation. States like Karnataka, Maharashtra, and Rajasthan have witnessed
significant strides in the establishment of custom hiring centers, enabling farmers to
access machinery efficiently.
Government initiatives play a pivotal role in propelling market growth,
with subsidies and support programs aimed at rural development and farm mechanization.
Schemes like subsidies for purchasing tractors below 18 HP and subsidy for promoting
agricultural mechanization, including 25% of the cost limited to INR 30,000 for buying
tractors of up to 35 PTO HP underscore the government's commitment to enhancing
agricultural practices. Moreover, easy credit availability, coupled with favorable loan
schemes and low-interest rates, further incentivize farmers to invest in mechanization.
The future trajectory of the Indian tractor industry seems promising,
driven by technological advancements and a concerted focus on farm mechanization. While
challenges such as fluctuations in rural demand and adverse weather conditions persist,
initiatives like the introduction of automation technologies and the expansion of farm
machinery manufacturing plants augur well for the sector's growth. By harnessing
innovation, embracing mechanization, and leveraging government support, the Indian tractor
industry is poised to play a pivotal role in transforming farming practices and enhancing
agricultural productivity in the years ahead.
[Source](https://www.mordorintelligence.com/industry-reports/india-agricultural-tractor-machinery-market
3. SHARE CAPITAL
During the current year the company raised its Authorised share capital
to Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 ( Two Crore
only) Equity Shares of Rs. 10/- each. The company issued and allotted by way of
Preferential Allotment, 23,00,000 equity shares of the face value of Rs. 10/- each at a
issue price of Rs. 39.50 per share (i.e on a premium of Rs. 29.50 per share) to the
Promoter/Promoters Group and Non Promoters (Public Category). The present Issued and Paid
up capital of the company is Rs. 13,18,25,150.
4. LISTING ON NATIONAL STOCK EXCHANGE OF INDIA LTD. (NSE) EMERGE
The equity shares of the company are listed on NSE Emerge. The Stock
Code with NSE is: PRITIKA.
5. DIVIDEND
Considering the financial results and to plough back surplus of the
Company, the Board did not recommend payment of any dividend for the year ended 31st
March, 2024.
6. TRANSFER TO RESERVE
During the financial year, there was no amount proposed to be
transferred to the Reserves.
7. AUDITORS & AUDITORS' REPORT
M/s. Sunil Kumar Gupta & Co., Chartered Accountants, New Delhi were
appointed as statutory auditors of the company for a period of five years in the 4th AGM
i.e. till the conclusion of the 9th Annual General Meeting to be held for the FY 2025-26.
The Auditors' Report for the fiscal 2024 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.
8. DEPOSITS
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.
Hence company need not to give details related to deposits. There is no non-compliance of
the provisions of Chapter V of the Companies Act 2013.
9. 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.
10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board has 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- ?-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.
-The policy can be viewed at company's website at
https://www.pritikaengineering.com/nomination-remuneration-policy.pdf
11. CORPORATE GOVERNANCE
The Company is covered under criteria of Regulation 15(2)(b) of
SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015, and is not
required to provide Report on Corporate Governance'.
12. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
Company has one wholly owned subsidiary namely Meeta Castings
Limited.' Except this the company does not have any other Subsidiary, Joint venture
or Associate Company. The Company itself is subsidiary of Pritika Auto Industries Ltd. No
company has become subsidiary, associates and joint ventures during the year under
purview.
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 the subsidiary is attached as Annexure B' to this report.
13. STATEMENTS OF PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
Information in accordance with the provisions of Section 134 (3)(m) of
the Act read with the Companies (Accounts) Rules, 2014 regarding Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo during the reporting period
is attached herewith and marked as
Annexure C'.
14. 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 Form AOC-2 and forms part of this report as
Annexure- D.
15. ANNUAL RETURN
The copy of Annual Return as at 31st March, 2024, is
available on the company's website at
https://www.pritikaengineering.com/annual-return-mgt.html
16. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204(1) of the Companies Act, 2013
and Rules made there under, the Board of Directors has appointed Mr. Sushil K Sikka, Prop.
S K Sikka & Associates, Company Secretary as Secretarial Auditor of the Company for
the Financial Year 2023-24. The Secretarial Audit Report forms part of the Annual Report
and has been attached and marked as Annexure-E. The Secretarial Auditors'
Report for the fiscal 2024 does not contain any qualification, reservation or adverse
remark.
The Secretarial Audit Report of Meeta Castings Ltd., the wholly owned
subsidiary of the company has been attached and marked as Annexure-F.
17. MANAGEMENT DISCUSSION ANALYSIS REPORT
The details forming part of Management Discussion and Analysis Report
is annexed herewith to the Board Report as Annexure G.
18. 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
During the year under review, there is no significant and material
order passed by the Regulators or Courts or Tribunals impacting the going concern status
and Company's operations.
19. 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.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The details about the policy developed and implemented by the company
on CSR initiative taken during the year is enclosed as Annexure-H. The company has
also developed a policy on CSR which can be viewed at company's website
https://www.pritikaengineering.com/csr-policy.pdf
21. MEETINGS OF BOARD OF DIRECTORS
The Board met eight times on 16-05-2023, 13-07-2023, 08-08-2023,
25-08-2023, 07-11-2023, 27-12-2023, 30-01-2024 and 23-03-2024 during the year. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 and the Listing Regulations.
Attendance of Directors in the Board Meeting:
Sr. No. Name of Directors |
No. of Board Meetings |
|
Entitled to attend |
Attended |
1. Mr. Raminder Singh Nibber |
7 |
7 |
2. Mr. Harpreet Singh Nibber |
8 |
8 |
3. Mr. Ajay Kumar |
8 |
8 |
4. Mr. Subramaniyam Bala |
3 |
3 |
5. Mr. Bishwanath Choudhary |
8 |
7 |
6. Mrs. Neha |
8 |
8 |
7. Mr. Aman Tandon |
4 |
2 |
22. 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 commitment affecting the financial position of
the company occurred between the end of the financial year 2023-24 and the date of this
report.
23. CORPORATE ACTIONS DURING THE YEAR 2023-24
During the Financial Year 2023-24, the Company has made the following
Corporate Actions:
Extra Ordinary General Meetings
The shareholders of the company in their Extra Ordinary General Meeting
held on 11/8/2023:
approved to increase the Authorized Share Capital of the Company 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/- each (Rupees Ten only) to Rs. 20,00,00,000/- (Rupees
Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- each
(Rupees Ten only).
approved Issue of Equity Shares to Promoter/ Promoter Group and
Non-Promoters on Preferential basis. The shareholders of the company in their Extra
Ordinary General Meeting held on 27/2/2024: approved Alteration of Articles of Association
of the Company approved Issuance of Fully Convertible Warrants and Equity Shares on a
Preferential Basis.
24. 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, details of which are as follows:
Audit Committee
The Composition of the Audit Committee as on 31.03.2024 and the number
of meetings held and attended by members during the year is given herein below.
Member's Name |
Designation |
No. of meetings |
No. of meetings |
No. of |
|
|
held |
entitled to attend |
meetings |
|
|
|
|
attended |
Mr. Subramaniyam Bala |
Chairperson |
6 |
3 |
3 |
Mr. Bishwanath Choudhary |
Chairperson |
6 |
6 |
6 |
Mr. Raminder Singh Nibber |
Member |
6 |
6 |
6 |
Mr. Aman Tandon |
Member |
6 |
2 |
1 |
Mrs. Neha |
Member |
6 |
3 |
3 |
Mr. Harpreet Singh Nibber |
Member |
6 |
0 |
0 |
Note:
Mr. Subramaniyam Bala resigned from the position of Director and
consequently ceased to be the Chairperson and member of the Audit Committee with effect
from 17th August, 2023. Mr. Bishwanath Choudhary was appointed as Chairperson
of the Audit Committee with effect from 25th August, 2023. Mr. Raminder Singh
Nibber ceased to be the Member of the Audit Committee with effect from 12th
March, 2024 due to his demise. Mr. Aman Tandon was appointed as Member of the Audit
Committee with effect from 25th August, 2023. Mr. Harpreet Singh Nibber was
appointed as Member of the Audit Committee with effect from 23rd March, 2024.
All the recommendation made by the Audit Committee in the financial
year 2023-24 were approved by the Board.
Nomination and Remuneration Committee
The Composition of the Nomination and Remuneration Committee as on
31.03.2024 and the number of meetings held and attended by members during the year is
given herein below:
Member's Name |
Designation |
No. of meetings held |
No. of meetings entitled
to attend |
No. of meetings attended |
Mr. Bishwanath Choudhary |
Chairperson |
1 |
1 |
1 |
Mrs. Neha |
Member |
1 |
1 |
1 |
Mr. Ajay Kumar |
Member |
1 |
1 |
1 |
Mr. Aman Tandon* |
Member |
1 |
0 |
0 |
* Mr. Aman Tandon was appointed as Member of the Nomination and
Remuneration Committee with effect from 25th August, 2023.
Stakeholders Relationship Committee
The Composition of the Stakeholders Relationship Committee as on
31.03.2024 and the number of meetings held and attended by members during the year is
given herein below:
Member's Name |
Designation |
No. of meetings held |
No. of meetings entitled
to attend |
No. of meetings attended |
Mrs. Neha |
Chairperson |
2 |
2 |
2 |
Mr. Ajay Kumar |
Member |
2 |
2 |
2 |
Mr. Subramaniyam Bala* |
Member |
2 |
1 |
1 |
Mr. Bishwanath Choudhary* |
Member |
2 |
1 |
1 |
* Mr. Subramaniyam Bala resigned from the position of Director and
consequently ceased to be the Chairperson and member of the Stakeholder Relationship
Committee with effect from 17th August, 2023.
* Mr. Bishwanath Choudhary was appointed as Member of the Stakeholders
Relationship Committee with effect from 08th August, 2023.
Corporate Social Responsibility Committee
The Composition of the Corporate Social Responsibility Committee as on
31.03.2024 and the number of meetings held and attended by members during the year is
given herein below:
Member's Name |
Designation |
No. of meetings held |
No. of meetings entitled
to attend |
No. of meetings attended |
Mr. Raminder Singh Nibber * |
Chairperson |
2 |
2 |
2 |
Mr. Harpreet Singh Nibber ** |
Chairperson |
2 |
0 |
0 |
Mr. Ajay Kumar |
Member |
2 |
2 |
2 |
Mrs. Neha |
Member |
2 |
2 |
2 |
*Mr. Raminder Singh Nibber ceased to be the Member of the Corporate
Social Responsibility Committee with effect from 12th March, 2024 due to his
demise. **Mr. Harpreet Singh Nibber was appointed as Chairperson of the Corporate Social
Responsibility Committee with effect from 23rd March, 2024.
25. BOARD EVALUATION
The Board of Directors have carried out an annual evaluation of its own
performance, its committees and individual directors including Chairman of the Board on
the basis of attendance, contribution and various criteria as recommended by the
Nomination & Remuneration Committee of the Company. The evaluation of the working of
the Board, its Committees, experience and expertise, performance of duties and obligations
etc. were carried out.
26. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Composition of the Board and Key Managerial Personnel (KMP) of the
Company as on 31st March, 2024 were as follows:
Sr. No. Name of Director |
Designation |
Date of Appointment |
1 Mr. Harpreet Singh Nibber * |
Chairman & Managing Director |
20/02/2018 |
2 Mr. Ajay Kumar |
Non Executive Director |
05/10/2021 |
3 Mr. Aman Tandon |
Independent Director |
25/08/2023 |
4 Mr. Bishwanath Choudhary |
Independent Director |
20/07/2022 |
5 Mrs. Neha |
Independent Director |
20/07/2022 |
6 Mr. Narinder Kumar Tyagi |
Chief Financial Officer |
20/07/2022 |
7 Mr. Chander Bhan Gupta |
Company Secretary |
20/07/2022 |
* Mr. Harpreet Singh Nibber was appointed Chairman with effect of 23rd
March, 2024.
Re-Appointment of Director
Mr. Ajay Kumar, director retires by rotation at the ensuing Annual
General Meeting, and being eligible offers himself for re-appointment.
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.
In the opinion of the Board our Independent Directors possesses requisite qualification,
experience and hold high standards of integrity for the purpose of Rule 8(5)(iii a) of the
Companies (Accounts) Rules, 2014.
Change in Composition of Board
During the Financial Year 2023-24 there were following changes in the
composition of Board of Directors:
Mr. Subramaniyam Bala (DIN 00461697) resigned as an Independent
Director on the Board w.e.f. August 17, 2023 due to his pre-occupation and other personal
commitments. He has confirmed that there was no other material reasons other than those
given by him.
Mr. Aman Tandon (DIN 02159395) was appointed as an Independent Director
on the Board w.e.f. August 25, 2023 for a period of three years.
Mr. Raminder Singh Nibber (DIN 00239117) ceased to be the Director on
the Board w.e.f. March 12, 2024 due to his demise.
Key Managerial Personnel
There was no change in Key Managerial Personnel during the Financial
Year ended 31 March, 2024.
27. 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 that:
a. In the preparation of the annual accounts for the financial year
ended 31st March, 2024 the applicable accounting standards had been followed
along with proper explanation relating to material departures.
b. 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 under review.
c. 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.
d. The Directors had prepared the accounts for the financial year ended
31st March, 2024 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.
28. COST AUDITORS
Pursuant to the provisions of section 148 of Companies Act, 2013
applicable rules thereof, the Company is not required to carry Cost Audit.
29. INTERNAL AUDITORS
Pursuant to section 138 of the Companies Act, 2013 read with rule 13 of
the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act, the
Board of Directors has appointed M/s. A.K. Sood & Associates, Chartered Accountants,
Chandigarh as Internal Auditors of the Company for financial year 2023-24. The Internal
Auditor conducts the internal audit and reports to the Audit Committee and Board from time
to time.
30. COST RECORDS
The Company is maintaining Cost Records as specified by the Central
Government under Sub section (1) of Section 148 of the Companies Act 2013.
31. INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT
Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of
the Companies Act, 2013, the Board has developed Internal Finance Control Policy to
identify and mitigate risks. The provisions of Regulation 21 of SEBI Listing Regulations
2015 pertaining to Risk Management Committee are not applicable to the company.
32. 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 Whistle Blower 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.
33. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a complied with the provisions relating to the
constitution of Internal Complaints Committee under the The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per
provisions of section 21 and 22 of The Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013 read with Rule 14 of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules,
2013, the report on the details of the number of cases filed under sexual harassment
and their disposal, for the year 2023-24 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 for more than 90 days |
Nil |
Number of cases pending at the end of end of
the financial year |
Nil |
Nature of action taken by the employer or
District Officer |
NA |
34. During the year under review no application was made and no
proceeding was pending against the company under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) .
35. During the year under review there was no One Time settlement
with any bank or Financial Institution.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards
in the Financial Year 2023-24.
37 . DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company is well equipped with adequate internal financial controls.
The Company has a continuous monitoring mechanism which enables the organization to
maintain the same standards of the control systems and help them in managing defaults, if
any, on timely basis because of strong reporting mechanisms followed by the Company.
38. CODE OF CONDUCT
The Board has laid down a Code of Conduct (Code) for Board
Members, Managerial Personnel and for Senior Management Employees of the Company. This
Code has been posted on the Company's website at
https://www.pritikaengineering.com/code-conduct-directors.pdf. All the Board Members and
Senior
Management Personnel have affirmed compliance with this code. The Board
has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8)
and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of
Independent Directors, which is a guide to professional conduct for Independent Directors
and has been uploaded on the website of the Company.
39. NON-DISQUALIFICATION OF DIRECTORS
None of the Directors of the Company has been debarred or disqualified
from being appointed or continuing as director of Companies.
40. POLICY FOR PRESERVATION OF DOCUMENTS
Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has
maintained the policy of preservation of documents to keep the documents preserve as per
Regulation 9(a) & 9(b) of SEBI (LODR), 2015 and the same has been uploaded on the
website of the Company on https://www.pritikaengineering.com/archival-policy.pdf.
41. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION
LINK INTIME INDIA PRIVATE LIMITED
Regd. Office: C-101, 247 Park, 1st Floor, L.B.S. Marg, Vikhroli West,
Mumbai 400 083 Maharashtra, India Tel : +91 22 4918 6200 Fax : +91 22
49186060 Email Id: mumbai@linkintime.co.in Website: https://linkintime.co.in/
42. ACKNOWLEDGEMENTS
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.
ANNEXURE A
Details Pertaining to Remuneration as Required Under Section 197 (12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
1. Particulars of top 10 employees in terms of remuneration
drawn, pursuant to Rule 5 of Cos. (Appt. & Remuneration of Managerial Personnel)
Rules, 2014, as amended, as on 31.03.2024
Sr. No. Name |
Designation |
Remuneration received (Rs.
per annum) |
Nature of employment |
Qualification
Date of & Experience commencement of employment |
Age of employee |
Last employment before
joining the company |
%age of equity shares held in
company |
If employed throughout year
or part thereof |
Whether relative of any
director/ manager of the company |
1. Mr. Harpreet Singh Nibber |
Chairman & Managing
Director |
2400000 |
Contractual |
BE (Mech), 28 Years |
01-10-2018 |
52 yrs. |
Pritika Autocast Ltd. |
Nil |
Throughout year |
Yes, son of Late Sh. Raminder
Singh Nibber |
2. Mr. Gopal Kishan Dhiman |
DGM |
2069102 |
Permanent |
Diploma in Mech. & AMIE
Mech., 44 Years |
01-07-2020 |
63 yrs. |
Mahindra & Mahindra Ltd. |
Nil |
Throughout year |
No |
3. Mr. Ajay Kumar |
Director |
1200000 |
Permanent |
B.Tech., M.B.A 29 yrs. |
05-10-2021 |
50yrs |
Pritika Autocast Ltd. |
Nil |
Throughout year |
No |
4. Mr. Rajinder Singh Bhullar |
DGM (Accounts & Fin.) |
1200000 |
Permanent |
PGDM, 15 Yrs. |
30-03-2023 |
59 Yrs |
Vllabh Textiles co. ltd |
Nil |
Throughout year |
No |
5. Mr. Munish Arora |
AGM (Commercial) |
1107876 |
Permanent |
BBA, 22 Years |
26-02-2018 |
43 yrs. |
Deepak Fasteners Ltd - |
Nil |
Throughout year |
No |
6. Mr. Arun Kumar |
Sr. Manger (Maintenance) |
900000 |
Permanent |
B Tech, 17 Yrs. |
21-03-2023 |
62 yrs |
Design co. |
Nil |
Throughout year |
No |
7. Mr. Rajesh Kumar |
Deputy Manager |
700176 |
Permanent |
B.Tech (Mech.), 13 Years |
01-08-2019 |
35 yrs. |
PAIL (unit 1) |
Nil |
Throughout year |
No |
8. Mr. Harjinder Singh |
Manager (Machine Shop) |
698643 |
Permanent |
12th & ITI & 25 Years |
01-10-2020 |
43 yrs. |
Shive Om, Hoshiarpur |
Nil |
Throughout year |
No |
9. Mr. Narinder Mohan |
Manager-ER |
588500 |
Permanent |
B.A, PGDPMIR & LW |
03-06-2018 |
62 Years |
Mahindra & Mahindra Ltd. |
Nil |
Part of the year |
No |
10. Mr. Ravi Chand |
Sr. Engineer |
580800 |
Permanent |
B.Sc. |
03-06-2018 |
34 Years |
Eastman Mettcast Ltd |
Nil |
Throughout year |
No |
2. Detail of employee who was Employed throughout the year and was in
receipt of remuneration at the rate of not less than Rs. 1,02,00,000/- per annum: NIL*
S. No Name |
Designation |
Remuneration received
(Rs. per annum) |
Nature of employment |
Qualification &
Experience |
Date of commencement of
employment |
Age of Employee |
Last employment before
joining the company/ amalgamation |
%age of equity shares held
in company |
If employed throughout
year or part thereof |
Whether relative of any
director/ manager of the company |
*There was no employee who was Employed throughout the year and was
in receipt of remuneration at the rate of not less than Rs. 1,02,00,000/- per annum.
3. Ratio of remuneration of each director to median remuneration of
employees
Name of Director |
Designation |
Ratio of remuneration to
median remuneration of employees |
Mr. Harpreet Singh Nibber |
Chairman & Managing |
12.92 |
|
Director |
|
Late Mr. Raminder Singh Nibber |
Non-Executive Director |
No remuneration was paid |
Mr. Ajay Kumar |
Non-Executive Director |
6.46 |
Mr. Bishwanath Choudhary |
Independent Director |
1.67* |
Ms. Neha |
Independent Director |
1.40* |
Mr. Subramaniyam Bala |
Independent Director |
0.75* |
Mr. Aman Tandon |
Independent Director |
0.27* |
*Independent Directors were paid sitting fees.
4. Percentage increase in remuneration of Directors and KMP
Name of Director |
Designation |
Percentage increase in
remuneration |
Mr. Harpreet Singh Nibber |
Chairman & Managing |
14.28% |
|
Director |
|
Late Mr. Raminder Singh Nibber |
Non-Executive Director |
No remuneration was paid |
Mr. Ajay Kumar |
Non-Executive Director |
33.33% |
Mr. Bishwanath Choudhary |
Independent Director |
N.A. (Sitting fees was paid) |
Ms. Neha |
Independent Director |
N.A. (Sitting fees was paid) |
Mr. Subramamiyam Bala |
Independent Director |
N.A. (Sitting fees was paid) |
Mr. Narinder Kumar Tyagi |
Chief Financial Officer |
33.33% |
Mr. Chander Bhan Gupta |
Company Secretary |
43.33% |
5. In the financial year, there was a decrease of 19.47% in the median
remuneration of employees.
6. There were 142 permanent employees on the rolls of the Company as on
March 31, 2024.
7. Average percentile increase made in the salaries of employees other
than the managerial personnel in the financial year i.e 2023-24 was 13.06 % whereas the
percentile increase in the managerial remuneration for the same financial year was 20%.
8. It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy for Directors, Key Managerial Personnel, Senior Management Personnel
and other employees of the company.
Form AOC 1
Pursuant to first proviso to sub-section(3) of Section 129 of the
Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014
Statement containing salient features of the financial statements of
subsidiaries/associates companies/joint ventures.
Part A" - Subsidiaries
Amount (Rs. in lacs)
Name of the Subsidiary Company |
Meeta Castings Limited |
Year |
2023-24 |
Share Capital |
831.60 |
Reserves and Surplus |
(3.74) |
Total Assets |
3079.06 |
Total Liabilities |
3079.06 |
Details of Current and Non Current
Investments |
0 |
Net Turnover |
142.14 |
Profit/(Loss) before taxation |
(3.62) |
Provision For taxation |
0 |
Profit/(Loss) after taxation |
(3.62) |
Proposed Dividend |
0 |
% of Share-holding |
100% |
Name of Subsidiaries which are
yet to commence operations |
N.A. |
Name of Subsidiaries which
have been liquidated or Sold during the year |
N.A. |
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION A) Conservation of
energy: (i) The steps taken or impact on conservation of energy:
The Company is taking all possible measures to conserve energy. The
company has upgraded Automatic Power Factor Controller to improve the Power Factor. The
company is using Standard Drives in CNC Machines for better energy efficiency. The
employees are regularly educated and made aware to save power.
The company by optimising operations is saving machine running hours.
The energy consumption is lowered by converting high rated electric motors into low power
consumption motors.
The company is also saving power by using Natural Light during day with
transparent sheets and Natural Ventilators.
The Company has made Common Power Pack for Equipment to save Energy.
Sand Conveyor Belt removed from Sand Plant to save Energy. Enhanced the maintenance
periodicity of air conditioners.
Reduction in fettling activities results into low/less energy
consumption /MT of gross production. Synchronisation of ID fans with Shot Blasting machine
gate opening. Auto shutdown of power parts if the line is stand still for more than 20
minutes. Replaced ordinary Air Guns with transrector air guns. Lourvers & transparent
sheets installation in machine shops for Lux Level. Cleaning of runner riser for furnance
for reduction in energy consumption. Auto shutdown of compressors during unloading. Road
lights with timer.
(ii) The steps taken by the Company for utilising alternate sources of
energy:
Optimization of electric motor rating from high H.P to lower H.P. or
reduction in number of motors to save energy.
iii) The capital investment on energy conservation equipments:
The company has not made any major investment on energy conservation
equipments during the year under review and this cannot be quantified.
(B) Technology absorption:
(i) The efforts made towards technology absorption:
The management keeps itself abreast of the adaptation and innovation
technological advancements in the industry and ensures continued and sustained efforts
towards absorption as well as development of the same to meet business needs and
objectives.
The Company has in-house development centre, wherein all the tooling
required are designed and manufactured.
By replacing Conventional machines with Automatic CNC machines, the
company is saving energy and yielding higher productivity.
The company is also engaged in design and development of machine tools
for captive use, wherein old technology is replaced with modern Hydraulics/CNC/PLC
controlled system for lesser power consumption and higher productivity.
The company is going extensively on machine made core from conventional
handmade.
The company uses Screw Compressor instead of Conventional Reciprocating
compressor which are more efficient.
(ii) The benefits derived like product improvement, cost reduction,
product development or import substitution:
The technological absorption has resulted in improvement, cost
reduction, product development, improvement in services, import substitution, etc. making
company's products more competitive in the market. However, the benefits derived from
the technological advancements are not quantifiable.
Machining stocks from the castings reduced to improve the cycle time to
save energy and productivity improvement.
(iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)
The company has not absorbed any imported technology.
(a) the details of technology imported: |
Not applicable |
(b) the year of import: |
Not applicable |
(c) whether the technology been fully
absorbed: |
Not applicable |
(d) if not fully absorbed, areas where
absorption |
|
has not taken place, and the reasons thereof: |
Not applicable |
(iv) Expenditure incurred on Research and Development
The Company has not carried out any specific research and development
activities during the year. As such expenditures on Research & Development cannot be
quantified.
C. Foreign Exchange Earnings and Outgo
There was no Foreign Exchange Earnings. Foreign Exchange Outgo- Rs.
219.31 lac was spent in Foreign Exchange on purchase of Capital Goods.
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for Disclosure of particulars of contracts/arrangements entered
into by the Company with related parties referred to in sub section(1) of section 188 of
the Companies Act, 2013 including transactions entered into ordinary course of business
and at an arms length basis under third proviso thereto.
1. Details of contracts or arrangements or transactions not at
arm's length basis: NONE
(a) Name(s) of the related party and nature of relationship (b) Nature
of contracts/arrangements/transactions (c) Duration of the contracts /
arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions
including the value, if any (e) Justification for entering into such contracts or
arrangements or transactions (f) date(s) of approval by the Board (g) Amount paid as
advances, if any:
(h) Date on which the special resolution was passed in general meeting
as required under first proviso to section 188
2.Details of material contracts or arrangement or transactions at
arm's length basis
a) Related party and nature of the related party relationship with whom
transactions have taken place during the year:
A) Holding Company
Pritika Auto Industries Limited
B) Enterprises owned or significantly influenced by Key Management
Personnel or their Relatives
Pritika Industries Ltd.
C) Key Managerial Personnel
Mr. Harpreet Singh Nibber, Chairman & Managing Director Mr.
Raminder Singh Nibber, Director (demised on 12.03.2024) Mr. Ajay Kumar , Director Mr.
Narinder Kumar Tyagi, CFO Mr. Chander Bhan Gupta, Company Secretary Mrs. Neha, Independent
Director
Mr. Subramaniyam Bala, Independent Director (ceased w.e.f.17.08.2023)
Mr. Bishwanath Choudhary, Independent Director Mr. Aman Tandon, Independent Director
(w.e.f. 25.08.2023)
D) Subsidiary Company
Meeta Castings Limited b) Nature of
contracts/arrangements/transactions:
Nature of |
|
|
Related Parties |
|
|
Transactions |
|
|
|
|
|
During the year |
|
|
|
|
|
|
Referred in |
A |
Referred in B Above |
Referred in C Above |
Referred in D Above |
|
Above |
|
|
|
|
Income |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Sales net of tax |
7898.95 |
3217.07 |
- |
4796.39 |
- |
- |
36.55 |
- |
Interest received |
- |
- |
- |
- |
|
- |
33.50 |
26.08 |
Expenditure |
|
|
|
|
|
|
|
|
Purchases |
616.99 |
111.36 |
- |
290.62 |
- |
- |
83.08 |
- |
Interest Paid |
75.94 |
100.51 |
- |
- |
- |
- |
- |
- |
Director |
- |
- |
- |
- |
36.00 |
30.00 |
- |
- |
Remunerations |
|
|
|
|
|
|
|
|
Director Sitting Fees to
independent |
- |
- |
- |
- |
7.60 |
2.00 |
- |
- |
Directors |
|
|
|
|
|
|
|
|
Salary to KMP's |
- |
- |
- |
- |
8.03 |
5.85 |
- |
- |
Investment made |
- |
- |
- |
- |
- |
- |
- |
831.60 |
Issue of shares |
869.00 |
- |
- |
- |
- |
- |
- |
- |
Loan & Advances |
|
|
|
|
|
|
|
|
Loan taken |
|
|
|
|
|
|
|
|
Loan taken during the year |
1212.00 |
355.00 |
- |
- |
- |
- |
- |
- |
Repayment of Loan during the
year |
- |
355.00 |
- |
- |
- |
- |
- |
- |
Loan Given |
|
|
|
|
|
|
|
|
Loan given during the year |
- |
- |
- |
- |
- |
- |
1094.01 |
362.24 |
Repayment of Loan during the
year |
- |
- |
- |
- |
- |
- |
993.08 |
- |
Balance |
|
|
|
|
|
|
|
|
Outstanding |
|
|
|
|
|
|
|
|
Payables (net of trade
receivables) |
69.89 |
83.35 |
- |
732.60 |
- |
- |
- |
- |
Loan payable (including
interest net of TDS) |
1280.34 |
- |
- |
- |
- |
- |
- |
- |
Loan receivable (including
interest net of TDS) |
- |
- |
- |
- |
- |
- |
627.26 |
496.18 |
Corporate Guarantee taken |
4615.79 |
4486.00 |
- |
- |
- |
- |
- |
- |
c) Duration of the contracts / arrangements/transactions
i) Pritika Auto Industries Ltd. |
- Contract/Arrangement for one
year |
w.e.f. 01.04.2023 |
ii) Pritika Industries Ltd. |
- |
Contract/Arrangement for one year |
w.e.f. 01.04.2023 |
iii) Meeta Castings Ltd |
- |
Contract/Arrangement for one year |
w.e.f. 01.04.2023 |
d) Salient terms of the contracts or arrangements or transactions
including the value, if any:
i) With Pritika Auto Industries Ltd : After approval of the Board of
Directors of the company, the members accorded their approval to the company for entering
into the Related Party Transactions u/s 188 of the Companies Act, 2013, with Pritika Auto
Industries Ltd. not exceeding Rs. 100.00 crore during the Financial Year 2023-24. ii) With
Pritika Industries Ltd. : After approval of the Board of Directors of the company, the
members accorded their approval to the company for entering into the Related Party
Transactions u/s 188 of the Companies Act, 2013, with Pritika Industries Ltd. not
exceeding Rs.60.00 crore during the Financial Year 2023-24. iii) With Meeta Castings Ltd :
After approval of the Board of Directors of the company, the members accorded their
approval to the company for entering into the Related Party Transactions u/s 188 of the
Companies Act, 2013, with Meeta Castings Ltd not exceeding Rs. 50.00 crore during the
Financial Year 2023-24.
The pricing/commercial terms were determined on the basis of
transactions with unrelated parties and on an arm's length basis. e) Date(s) of
approval by the Board, if any: Prior approval by Board of Directors in its meeting
held on 30/7/2022 . The shareholders approved Related Party Agreement/Transactions in
Annual General Meeting held on 27/9/2022.
f) Amount paid as advances, if any: Nil
SECRETARIAL AUDIT REPORT FORM NO. MR-3
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] For
the financial year ended 31st March 2024 To The Members
PRITIKA ENGINEERING COMPONENTS LIMITED (CIN L28999PB2018PLC047462)
Plot No. C-94, Phase-VII Industrial Focal Point, S.A.S Nagar Mohali-160055
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Pritika Engineering
Components Limited (hereinafter called as the Company. Secretarial Audit was
conducted in a manner that provided me a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, registers,
papers, minute books, forms and returns filed and other records maintained by the Company
available on MCA portal and also the information provided by the Company, its officers,
agents and authorized representatives during the conduct of Secretarial Audit, I hereby
report that in my opinion, the Company has, during the audit period covering the Financial
Year ended on 31st March 2024, complied with the applicable statutory
provisions listed hereunder and also that the Company has proper Board-processes and
compliance mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company, which were shared with me, for the
financial year ended on 31 March, 2024 according to the provisions of the following
Acts/Laws/Regulations and the amendments thereof, if any: (1) The Companies Act, 2013 (the
Act) and the rules made thereunder; (2) The Securities Contracts (Regulation) Act, 1956
(SCRA') and the rules made thereunder; (3) The Depositories Act, 2018 and the
Regulations and bye-laws framed thereunder;
(4) Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
(5) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of
India Act, 1992 (SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018.
(d) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client- Not applicable as the Company is not registered as Registrar to an Issue and
Share Transfer Agent during the financial year under review;
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008
Not applicable as there was no reportable event during the financial
year under review;
(f) Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; - Not applicable as there was no
reportable event during the financial year under review;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009 Not applicable as there was no reportable event during the
financial year under review;
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 Not applicable as there was no reportable event during the financial
year under review; and
(i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
6)The Company has complied with the following laws applicable
specifically to the Company:
(a) Hazardous Waste (Management & Handling) Rules 1989 under
Environment (Protection) Act, 1986
(b) Factories Act, 1948 and allied State Laws.
The Company has listed its shares on EMERGE SME platform of National
Stock Exchange of India and is subsidiary of a listed company.
I have also examined compliance with the applicable clauses of the
following: (i) Secretarial Standards issued by The Institute of Company Secretaries of
India.
(ii) The Listing Agreements entered into by the Company with National
Stock Exchange of India Limited read with the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has complied with the
applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above.
I further report that
i. the Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors, Independent Directors
including a Woman Director. The changes in the composition of the Board of Directors that
took place during the period under review were carried out in compliance with the
provisions of the Act.
ii. Adequate notices were given to all Directors to schedule the Board
Meetings, along with agenda and detailed notes on agenda at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting by the
directors. The decisions are carried unanimously.
I further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, there was following
specific event/action having major bearing on the Company's affairs in pursuance of
the above referred laws, rules, regulations, guidelines and standards and the Company has
duly complied with the applicable laws/ rules/ regulations with respect to the following:
During the period under consideration, the Company has issued and
allotted 2300000 Equity Shares of the face value of Rs. 10/- at an issue price of Rs.
39.50 per share on preferential allotment basis on 25.08.2023 to the Promoters/Promoters
Group and non-Promoters. These shares have been listed on EMERGE platform of NSE Ltd.
I further report that during the audit period, there were no instances
of:
i. Public / Rights / Sweat Equity. ii. Redemption / Buy-Back of
Securities. iii. Merger / Amalgamation / Reconstruction etc. iv. Foreign Technical
Collaborations.
This Report is to be read with our letter of even date which is annexed
as Annexure-A and forms an integral part of this report.
|