Dear Shareholders,
The Directors have pleasure hi presenting then 44thAnnual 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:
(Rs. In Lakhs)
*The figures for the year ended 31/03/2024 had been arrived after giving effect of the figures of Demerged undertaking of Pritika Industries Limited. Hence, these figures are not comparable with figures from previous year ended i.e. 31/03/2023.
The Standalone Revenue from the operations (net) for the Financial Year 2023-24 was Rs. 34071.63 lac (Previous year Rs. 31299.59 lac). The company earned Net Profit of Rs.1348.45 lac (Previous Year Rs. 1242.42 lac).The Total Comprehensive Income for the year was Rs. 5007.38 lac (Previous Year Rs. 1978.17 lac).
The Consolidated Revenue from the operations (net) for the Financial Year 2023-24 was Rs. 34209.341ac (Previous Year Rs. 36203.45 lac). The company earned Consolidated Net Profit Rs. 1685.19 lac (Previous Year Rs. 1569.43 lac). The Consolidated Total Comprehensive Income for the year was Rs. 1509.841ac (Previous Year Rs 1550.99 lac).
There was no change in the nature of business of the company during the year.
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 fiends 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 fr om 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 signalled 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 HPunderscore the government's commitment to enhancing agricultural practices. Moreover, easy credit availability, coupled with favorable loan schemes and low-interest rates, huffier incentivize farmers to invest in mechanization.
The fixture 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 Financial Year 2023-24 the company has allotted 7,17,17,167 equity shares of the Face Value of Rs. 2 each. As on 31st March, 2024, the paid up share capital of the company has become Rs. 32,07,79,334 divided into 16,03,89,667 equity shares of Rs. 2 each.
Further the company has allotted 12,98,000 equity shares of the face value of Rs. 2.00 per share on a premium of Rs. 17.00 per share on conversion of 12,98,000 Warrants on 23/05/2024. As on date the paid up share capital of the company has become Rs. 32,33,75,334 divided into 16,16,87,667 equity shares of Rs. 2 each.
4. SCHEME OF ARRANGEMENT
Hon'ble NCLT, Bench Chandigarh vide its order passed on 4/12/2023 has sanctioned the Scheme of Arrangement between Pritika Industries Ltd., (the Demerged Company) and Pritika Auto Industries Ltd., (the Resulting Company) approving demerger and vesting of the " Automotive/Tractor/Engineering Components Business Undertaking" of Pritika Industries Limited (PIL) as a going concern with Pritika Auto Industries Limited (PAIL) pursuant to Sections 230 to 232 read with other relevant provisions if any of the Companies Act, 2013 and rules made there under.
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 reappointed as statutory auditors of the company for a period of five years in the 43rdAGM for the second term of five years from the conclusion of 43rd Annual General Meeting till the conclusion of 48th Annual General Meeting to be held for the Financial Year 2027-28.
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, 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 exper ience 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 Remuner ation 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.
-The policy can be viewed at company's website at http://www.pritikaautoindustries.com/nomination- remuneration-policy.pdf.
11. CORPORATE GOVERNANCE
Report on Corporate Governance and Certificate of the Secretarial 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 Armexure-B.
12. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
The company has one subsidiary namely ‘Pritika Engineering Components Ltd.'
fir 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-C to this Report.
Pritika Engineering Components Limited has one wholly owned subsidiary in the name of Meeta Castings Limited, which is a step down subsidiary of the company.
No other company has become or ceased to be associates or subsidiary or joint ventures during the year under purview.
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 as Aimexure-D.
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- E.
15. ANNUAL RETURN
The copy of Annual Return as at 31st March, 2024, is available on the company's website at http://www.pritikaautoindustries.com/annual-return.html.
16. SECRETARIAL AUDIT REPORT
As required under section 204(1) of the Companies Act, 2013 and Rules made there under-, the Company 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.
The Copy of Secretarial Audit Report for the Financial Year 2023-24 issued by Mr, Sushil K Sikka, Company Secretary in Practice has been attached and marked as Annexure - F. The Secretarial Auditors' Report for the fiscal 2024 does not contain any qualification, reservation or adverse remark.
The Secretarial Audit Report of Pritika Engineering Components Ltd., the subsidiary of the company has been attached and marked as Annexure-G.
17. MANAGEMENT DISCUSSION ANALYSIS REPORT
The details forming part of Management Discussion and Analysis Report is annexed herewith to the Board Report as Annexure-H.
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 Hon'ble NCLT, Bench Chandigarh vide its order passed on 4/12/2023 has sanctioned the Scheme of Arrangement between Pritika hidustries Ltd., (the Demerged Company) and Pritika Auto hidustries Ltd., (the Resulting Company) approving demerger and vesting of the "Automotive/Tractor/Engineering Components Business Undertaking" of Pritika Industries Limited (PIL) as a going concern with Pritika Auto hidustries Limited (PAIL) pursuant to Sections 230 to 232 read with other relevant provisions if any of the Companies Act, 2013 and rules made there under. Except this there is no other significant and material order passed by 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 file 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 Annual Report on CSR initiatives taken during the year is enclosed at Annexure-I. The company has also developed a policy on Corporate Social Responsibility which can be viewed at the company's website at http://www.pritikaautoindustries.com/csr-policv-mavl9.pdf.
21. MEETINGS OF BOARD OF DIRECTORS
The Board met nine 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.
22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR T O 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 till the date of this report.
23. CORPORATE ACTIONS DURING THE YEAR 2023-24
During the current Financial Year, on exercise of option to convert the convertible warrants into equity shares by the warrant holders, the following corporate actions done by the Company:
• The Board of Directors of the company in its meeting held on 17.11.2023 has converted 28,50,000 warrants into 28,50,000 equity shares of face value of Rs. 2 each on a premium of Rs. 17 per share.
• The Board of Directors of the company in its meeting held on 24.01.2024 has converted 60,00,000 warrants into 60,00,000 equity shares of face value of Rs. 2 each on a premium of Rs. 17 per share.
• The Board of Directors in its meeting held on 10.02.2024 has converted 10,27,000 warrants into 10,27,000 equity shares of face value of Rs. 2 each on a premium of Rs. 17 per share.
• Further, in compliance of ‘Scheme of Arrangement' approved by the Hon'ble NCLT, Bench Chandigarh, vide its order dated 4.12.2023, the Company has allotted 6,18,40,167 equity shares of the face value of Rs. 2 each to the shareholders of Pritika Industries Ltd(the Demerged Company) on 29/12/2023.
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 and the details of which is given under Corporate Governance Report annexed to this Report.
25. 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.
26. DIRECTORS AND KEY MANAGERIAL PERSONNEL Re-Appointment of Director
Mr. Ajay Kumar (DIN:02929113) retires by rotation at die 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(l)(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, Independent Director has resigned from the Board of Directors due to his pre- occupation and other personal commitments. The Board has appointed Mr. AmanTandon as Independent Director w.e.f. 08th November 2023 for a period of three years, whose appointment was approved by the shareholders in their Annual General Meeting held on 29th December, 2023.
Mr. Raminder Singh Nibber, Chairman and Whole Time Director of the company, ceased to be Director due to his demise on 12rhMarch, 2024.
During the current year Mrs. Neha, Independent Director ceased to be director on 23rd April 2024 on completion of her second term. The Board has appointed Mrs. Krifika Goyal as an Additional Director in the capacity of Independent Director w.e.f. 23rd April 2024 for a period of three years subject to approval of the members in the ensuing Annual General Meeting.
The Board has appointed Mr. Narinder Kumar Tyagi, CFO of the company as an Additional Director w.e.f. 23rd April 2024. Pursuant to the provisions of section 161 of the Companies Act, 2013 he will hold office upto the date of ensuing Annual General Meeting. Being eligible he has signified his intention for appointment as Director in the ensuing Annual General Meeting.
Key Managerial Personnel
During the Financial Year under review there was no change in the Key Managerial Personnel except demise of Mr. Raminder Singh Nibber, Chairman & Whole time director on 12/03/2024.
However, during the Current Financial Year the Board on die recommendation of Nomination & Remuneration Committee and subject to the approval of the members of the company has:
Reappointed Mr. Harpreet Singh Nibber (DIN: 00239042) as Chairman &Managing Director of the company for a period of three years on the terms & conditions stated in the resolution, w.e.f. 01/04/2025.
Reappointed Mr. Ajay Kumar (DIN: 02929113) as Whole Time Director of the company for a period of three years on the terms & conditions stated in the resolution, w.e.f. 01/04/2025.
Appointed Mr. Narinder Kumar Tyagi (DIN: 00483827) Additional Director, as Whole time Director of the company for a period of three years on the terms & conditions stated in the resolution, w.e.f the date of Annual General Meeting i.e. 17.07.2024.
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
As per requirement of the Regulation 148 of die Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from tune to tune, M/s. Khushwinder Kumar & Co., Cost Accountants, (Film Registration No. 100123) was appomted as Cost Auditor to audit die Cost Accounts of the company for the Financial Year 2023-24.
On the recommendation of Audit Committee, the Board has reappointed M/s. Khushwinder Kumar & Co., Cost Accountants, (Fhm Registration No. 100123) as Cost Auditor to audit the Cost Accounts of the company for the Financial Year 2024-25.
As required under the Act, a resolution seeking members' ratification for remuneration payable to the Cost Auditor on his reappointment, forms part of the notice convening the Annual General Meeting for their ratification.
29. INTERNAL AUDITORS
The Board has appointed M/s A. K. Sood & Associates, Chartered Accountants, Chandigarh as Internal Auditors of the Company for financial year 2024-25.
30. COST RECORDS
As specified by the Central government under sub section (1) of section 148 of the Companies Act, 2013, the company has been maintaining cost records.
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 established a vigil mechanism and 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 complied with the provisions of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details pertaining to complaints are mentioned in the Corporate Governance Report placed at Annexure-B.
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. The accounts of the company with banks and financial institutions are regular. There was no default and as such there was no One Time Settlement with any bank or Financial Institution.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards in the Financial Year 2023-24.
37. 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.pritikaautomdushies.com/codes-policies.html. 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
All the directors of the Company are non-disqualified and certificate for the same from the Practicing Company Secretary is annexed with the report.
40. POLICY FOR PRESERVATION OF DOCUMENTS
Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policyof 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 onhttps:/.'www.pritikaautomdushies.com/archival- policv.pdf
41. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION
Satellite Corporate Services Pvt. Ltd.
Regd. Office: A 106 & 107, Dattani Plaza, East West Compound,
AndheriKurla Road, Safed Pool Sakinaka, Mumbai - 400072.
Tel :022-28520461, 022-28520462
Email Id:info@ satelhtecorporate.comservice@satellitecorporate.com Website: www.satellitecorporate.com
42. ACKNOWLEDGEMENTS
Your Directors wish to express then sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.