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
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
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
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:
* 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:
* 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:
Mr. Raminder Singh Nibber *
Mr. Harpreet Singh Nibber **
*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
* 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:
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
Qualification Date of & Experience commencement of employment
1. Mr. Harpreet Singh Nibber
2. Mr. Gopal Kishan Dhiman
3. Mr. Ajay Kumar
4. Mr. Rajinder Singh Bhullar
5. Mr. Munish Arora
6. Mr. Arun Kumar
7. Mr. Rajesh Kumar
8. Mr. Harjinder Singh
9. Mr. Narinder Mohan
10. Mr. Ravi Chand
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
*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
*Independent Directors were paid sitting fees.
4. Percentage increase in remuneration of Directors and KMP
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
Year
Name of Subsidiaries which are yet to commence operations
Name of Subsidiaries which have been liquidated or Sold during the year
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.
(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 B Above
Referred in C Above
Referred in D Above
Income
Expenditure
Director Sitting Fees to independent
-
7.60
Loan & Advances
Loan taken
Loan taken during the year
Repayment of Loan during the year
Loan Given
Loan given during the year
362.24
Balance
Outstanding
Payables (net of trade receivables)
732.60
Loan payable (including interest net of TDS)
Loan receivable (including interest net of TDS)
496.18
Corporate Guarantee taken
c) Duration of the contracts / arrangements/transactions
- Contract/Arrangement for one year
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.