pritika autocast ltd share price Directors report

To the Members,

Your Directors have pleasure in submitting their 11^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous years figures are given hereunder:

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

STATE OF COMPANYS AFFAIRS & FUTURE PROSPECTS:

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

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

The governments thrust on rural development, especially on irrigation programmes, and farmer welfare, in the budget could also help improve farm sentiments. ICRA expects the trader domestic volumes to grow at a moderate pace with an outlook of a growth in tractor volumes (domestic + exports) of 4- 6% in FY2017, with any major recovery in demand to happen over the medium term. This coupled with other factors such as increasing rural wages, scarcity of farm labour as well as long term trend of improving MSPs is also likely to aid growth in industry volumes over the long term.

The Company hope for better results in the current year.

DIVIDEND

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

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

LISTING WITH STOCK EXCHANGES

The equity shares of the company are listed on SME-lnstitutional Trading Platform of BSE Ltd. During the year, the members of the company by passing Special Resolution through Postal Ballot, decided to seek Voluntary Exit of the securities of the company from SME-ITP of BSE. The company is awaiting approval from BSE Ltd. for voluntarily exit of its securities from SME-ITP of the exchange. The annual listing fee for the financial year 2016-17 has been paid to the stock exchange.

DIRECTORS

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

SECRETARIAL AUDITOR REPORT

M/s. S.K.Sikka & Associates, Company Secretaries were appointed Secretarial Auditor, pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules there under, to conduct the Secretarial Audit of the company for the fiscal 2016. The Secretarial Auditors Report for the fiscal 2016 forms part of the Annual Report as Annexure A to the Boards Report. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

KEY MANAGERIAL PERSONNEL

The following are Key Managerial Personnel of the company:

Mr. Harpreet Singh Nibber, Managing Director

Mr. Ramesh Chander Saini, Chief Financial Officer

Mr. C B Gupta, Company Secretary

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

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 is Rs. 12,02,64,750. There was no change in the share capital of the company.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in Form MGT-9 are furnished in Annexure B and is attached to this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and wtere in the ordinary course of business. There were no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. The required approvals under section 188 of the Companies Act, 2013 have been taken for these related party transactions. The details of transactions entered into with related parties are attached as Annexure C in form AOC-2 that forms an integral part of this Report. The company is engaged in casting and machining of auto components/parts. Pritika Industries Ltd. the holding company, is also engaged in machining of auto components/parts and one of its units is situated adjoining to companys works in Vill. Bathri. The company is purchasing machined components, steel scrap and getting machining job work done from Pritika Industries Ltd. and selling castings to them. The company is purchasing and selling material at competitive rates and saving transport cost and time also.

DECLARATION BY INDEPENDENT DIRECTORS

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

CHANGE IN NATURE OF BUSINESS

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

CORPORATE GOVERNANCE

Corporate governance is creation and enhancing long-term sustainable value for the stakeholders through ethically driven business process. At Pritika Autocast, it is imperative that our Companys affairs are managed in a fair and transparent manner. We, at Pritika Autocast, ensure that we evolve and follow the corporate governance guidelines and best practices. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance as well as the leadership and governance of the Company.

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

STATUTORY AUDITORS

At the Annual General Meeting held in the year 2014, M/s Vikesh Chetal & Associates, Chartered Accountants, Statutory Auditors of the Company were re-appointed by the shareholders to hold office as Statutory Auditors from the conclusion of 9^th Annual General Meeting held in the year 2014 till the conclusion of 12th Annual General Meeting of the Company to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. Under Section 139 of the Companies Act, 2013, the Company is required to place the matter relating to Statutory Auditors appointment for ratification by members at every Annual General Meeting. The Company has received a letter from the Statutory Auditors confirming that they are eligible for appointment as Auditors of the Company under Section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in Section 141 of the Companies Act, 2013. Based on the recommendations by the Audit Committee, the Board of Directors of the Company recommend the ratification of appointment of M/s Vikesh Chetal & Associates, Chartered Accountants, as Statutory Auditors of the Company by the shareholders at the ensuing Annual General Meeting. The Auditors Report for the fiscal 2016 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.

DEPOSITS

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

PARTICULARS OF EMPLOYEES

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

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal or unethical practices, unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Whistle Blower Policy has been posted on the website of the Company: www.pritikaarouD.com. The company did not receive any complaint/grievance under this policy, during the year.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

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

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

POLICY ON DIRECTORSAPPOINTMENT 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 policy has been placed on the website of the company.

-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 ensure that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act, 2013.

-The candidates 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- ei-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.

SEXUAL HARASSMENT POLICY

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

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

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

RISK MANAGEMENT POLICY

Risk management is a continuous process across the organization designed to identify, assess and frame a response to threats that affect the achievement of its objectives. It enables management to prepare for risks before they devolve, to improve the operational effectiveness. Determination of the risk appetite allows management to deploy resources according to the need. We firmly believe that to ensure effective risk management, there ought to be risk management plans to handle the risks based on the priorities and challenges of the business. The factors involved in identified risks must be considered and the accuracy of assessment is very important. This implies, if proper risk management is implemented as a best practice, then massive capital losses can be prevented. The success of the Risk Management Framework depends on the efforts taken to mitigate/ reduce either the probability or consequence of the risk/ threat.

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

BOARD EVALUATION

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

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

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

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

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

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

Ethical conduct consistent with applicable laws, rules & regulations.

NUMBER OF BOARD MEETINGS HELD

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

INTERNAL FINANCIAL CONTROLS

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Particulars with respect to conservation of energy and technology absorption, pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, for the year ended March 31, 2016 are attached as Annexure ‘E and form an integral part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

DIRECTORS RESPONSIBILITY STATEMENT

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

a. that in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are 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 ended March 31, 2016 and of the profit and loss of the Company for that period;

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

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

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

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

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

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

ACKNOWLEDGEMENTS

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

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