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Directors Report of Advance Metering Technology Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

Dear Shareholders,

The Board of Directors hereby submits the 5th Annual Report with Audited Financial Statement (Standalone and Consolidated) of your Company (''the Company'' of ''AMTL'') for the year ended 31st March, 2016.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars

Standalone

Consolidated

Year Ended 31.03.2016

Year Ended 31.03.2015

Year Ended 31.03.2016

Year Ended 31.03.2015

Total Income

3011.16

2689.73

3011.53

2689.54

Total Expenditure

3760.29

3316.17

3775.47

3328.52

Profit / (Loss) before Exceptional and Extraordinary Item and Tax

-749.13

-626.44

-763.94

-638.98

Exceptional Items - Expense / (Income)

-196.91

0

-196.91

0

Extraordinary Items (Net)

0

0

0

0

Profit before Tax (PBT)

-552.22

-626.44

-567.03

-638.98

Current Tax

0

0

0

0

Deferred Tax

0

-70.33

0

-70.33

Profit / (Loss) for the year

-552.22

-556.11

-567.03

-568.65

STATE OF COMPANY''S AFFAIRS

During the last five years, the company has been able to make a mark for itself in the existing businesses of energy meters, energy solutions and solar plants. The revenues of the company increased from Rs. 1320 lacs in the first year of operations to Rs. 3011 Lacs in the year ended 31stMarch 2016, an increase of 128.10% in a short span of five years. In an endeavor to maximize its market share and profits, the Company has forayed into the fields of EPC services for energy sustainability, lighting solutions, solar PV solutions, Power Management and control. With backward integration of the Company has been able to manage the market trends to its advantage.

In order to ensure higher quality and increased profitability, the company has embarked upon backward integration programme by setting up different verticals for manufacture of plastic components and electronic components required in the manufacture of meters and other devices. It is also in the process of setting up manufacture of other components required in the manufacture of meters which would not only increase the profitability but also reduce the dependence on others for the timely supply of quality components.

The company has been able to create a niche for itself in the market for meters and is expected to maintain the rate of increase this year also.

CORPORATE GOVERNANCE REPORT

Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. The goal of corporate governance is to ensure fairness for every shareholder. We believe sound corporate governance is to enhance and retain investor trust. We also endeavor to enhance long term shareholder value and respect minority rights in all our human decisions. The company is committed to maintain the highest standard of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India ("SEBI"). Report on Corporate Governance is appended as Annexure "I".

AUDITORS'' CERTIFICATE ON CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed hereto marked as Annexure "II" and forms part of this report.

SHARE CAPITAL OF THE COMPANY

The Authorized share capital of the company as on 31st March, 2016 is Rs. 12,60,00,000/- divided into 1,92,00,000 equity shares of Rs. 5/- each and 60,00,000 preference shares of Rs. 5/- each.

The issued, subscribed and paid up Share Capital of the company as on 31st March, 2016 was Rs. 8, 02,87,330/- divided into 1,60,57,466 equity shares of face value of Rs. 5/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment

Mr. Ashok Kumar Gupta (DIN: 07294664)

The Board of Directors of the company in their meeting held on 09th November, 2015 appointed Mr. Ashok Kumar Gupta as an Additional Director (Independent) under section 161 and 149 of the Companies Act, 2013. And he has consented to be appointed as Independent Director in the ensuing Annual General Meeting.

Mr. Ashok Kumar Gupta aged 64 years holds M. Com Degree, CAIIB. He is engaged in consultancy apart from being in the Interview Panel of IBPS Mumbai & Canara Bank, Bangalore for recruitment of officers. He was a former General Manager of Canara Bank. He has been an outstanding performer throughout banking career for more than 35 years in different capacities, having worked from Branch Manager to RM, ZM & General Manager. He has worked in difference parts of India and Overseas, at London, UK & Sanghai, China, in depth experience of financing of Industries, International Trade and Forex.

Dr. Priya Somaiya (DIN: 07173195)

The Board of Directors of the company in their meeting held on 05th May, 2015 appointed Dr. Priya Somaiya as Additional (Independent) Director under section 161 and 149 of the Companies Act, 2013 and thereafter confirmed by the shareholders of the Company at their meeting held on 30th September, 2015.

Cessation

Mrs. Nisha Ahuja (DIN: 00001875) who was appointed as Additional Director of the Company at the Board Meeting held on 07th November, 2014 has resigned from the directorship w.e.f. 01st May, 2015.

Re-appointment Mr. Prashant Ranade (DIN: 00006024)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Prashant Ranade (DIN: 00006024), Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

MATERIAL CHANGES AND COMMITMENTS

There is no material changes and commitment taken place after the balance sheet which affects the financial position of the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the Company as required pursuant to section 149(7) of the Companies Act, 2013, stating that he/she meets the criteria of Independence as provided in subsection (6) of section 149.

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the company formulated criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees.

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a director and other matters provided under Sub-Section (3) of Section 178 of the Companies Act, 2013, adopted by the Board on the recommendation of Nomination and Remuneration Committee, is appended as Annexure "III".

We hereby affirm that the remuneration provided to all the directors, key managerial personnel and other employees of the Company are in accordance with the remuneration policy of the Company.

EVALUATION OF THE BOARD PERFORMANCE

In compliance with the Companies Act, 2013, the performance evaluation of the Board as a whole and its committees and individual directors were carried out at the meeting of Board held on 05th May, 2016.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and the framework adopted by the Board. The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual directors, including the chairperson of the Board. The exercise was carried out through a structured process covering various aspects of the Boards functioning such as composition of the Board committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual directors including the Board Chairperson who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest.etc.

Performance evaluation of the Board as a whole was done by all the directors by considering the following:

1. The Board diversity

2. The qualification and experience of each director.

3. The decisions taken by the Board.

4. Flow of information between the Board and Management.

Performance evaluation of individual director was done by all the directors present except the director being evaluated. PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment & Remuneration of managerial personnel) Rules, 2014 is appended as Annexure "IV".

Your Company has not paid any remuneration in terms of Sub rule (2) & (3) of Rule 5 of the Companies (Appointment

& Remuneration of Managerial Personnel) Rules, 2014

DIRECTORS RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review are in conformity with the requirements of the Companies Act, 2013 and applicable Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and present your Company''s financial conditions and results of operations.

Your Directors confirm that

(a) In the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at 31st March, 2016 and of the profit and loss of the company for year ended on that date;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts 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; and

(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.

INTERNAL FINANCIAL CONTROL

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

EXTRACT OF ANNUAL RETURN

The Details forming part of extract of the annual return is appended as Annexure "V".

NUMBER OF BOARD MEETINGS

The Board of Directors met 4 (four) times during the financial year 2015-16. The details of which are provided in the corporate governance report.

COMPOSITION OF AUDIT COMMITTEE ("AC")

The Audit Committee ("AC") was reconstituted at the Board Meeting held on 09th November, 2015, consequent to the appointment of Mr. Ashok Kumar Gupta. Presently the Committee comprise of Mr. Ashok Kumar Gupta as the Chairman and Mr. Ajoy Kumar Ghosh and Mr. Vikram Ranade as the members. More details on the "AC" are given in the Corporate Governance Report.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE ("NRC")

The Nomination and Remuneration Committee ("NRC") was reconstituted at the Board Meeting held on 09th November, 2015 consequent to the appointment of Mr. Ashok Kumar Gupta. Presently the Committee comprise of Mr. Ashok Kumar Gupta as the Chairman and Mr. Ajoy Kumar Ghosh and Dr. Priya Somaiya as the members. More details on the "NRC" are given in the Corporate Governance Report.

COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE ("SRC")

The Stakeholder Relationship Committee ("SRC") was reconstituted at the Board Meeting held on 09th November, 2015 consequent to the appointment of Mr. Ashok Kumar Gupta. Presently the Committee comprise of Mr. Ashok Kumar Gupta as the Chairman and Mr. Prashant Ranade and Mr. Vikram Ranade as the members. More details on the "SRC" are given in the Corporate Governance Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy in terms of the listing Agreement/ SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for Directors and employees to report concern about unethical behavior, actual or suspected fraud, violation of code of conduct or legal or regulatory requirement or incorrect or misrepresentation of any financial statement or report. Protected disclosures can be made by a Whistle Blower under the said mechanism; no person has been denied direct access to the Chairperson of the Audit Committee. More details about the policy are given in Corporate Governance report.

The Vigil Mechanism policy may be accessed on the Company''s website at the link: http://pkraroup.in/en/invdownload.php REMUNERATION POLICY

The Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and independence of a director.

The Nomination and Remuneration policy as approved by the Board of Directors is also uploaded on the web site of the Company''s at the web link: http://pkraroup.in/en/invdownload.php

More details about the policy are given in Corporate Governance Report. The policy is appended as Annexure "III". PARTICULARS OF LOANS, OR GUARANTEE OR INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to accounts of the Standalone Financial Statement.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY OR COURTS

During the year under review, no material order has been passed by any regulator or court excepting to the extent as may be mentioned in the Notes to Accounts attached to the Financial Statements forming part of the Annual Report.

RISK MANAGEMENT POLICY

The Company has adopted the risk management policy which is aimed at creating and protecting shareholders value by minimizing threats and losses and identifying and maximizing opportunities. Your Directors review the risks associated with the business or threaten the prospects of the Company, from time to time.

CHANGES IN THE NATURE OF BUSINESS

No change in the nature of business during the year under review.

SUBSIDIARIES

The Company has 3 (Three) subsidiaries as on March 31, 2016. List of subsidiaries which have been consolidated at the year end is given in the Notes to Accounts.

During the year under review, the Company has one subsidiary in India viz. PKR Energy Limited and two subsidiaries outside India viz. Global Power Trading (GPAT) PTE. Ltd. in Singapore and Advance Power and Trading GMBH in Germany.

As per provision of first proviso of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the Financial Statements of the subsidiary company have not attached to the Annual Report. However, Company is required to attach alongwith its financial statements a separate statements containing the salient features of financial statements of its subsidiary or subsidiaries in Form AOC-1.

CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

The particulars of all contracts or arrangement entered with the related parties as referred to in Section 188 of the Companies Act, 2013 in the prescribed Form AOC.2 is appended as Annexure "VI".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed pursuant to section 134(3)(m) of the companies Act, 2013 is appended as Annexure "VII".

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

AUDITORS

STATUTORY AUDITOR

M/s S. S. Kothari Mehta & Co. Chartered Accountants, Statutory Auditors of the Company, who were appointed by the members of the Company at the 3rd Annual General Meeting ("AGM") of the Company held on 30th September, 2014 from the conclusion of 3rd Annual General Meeting till the conclusion of the 5th Annual General Meeting to be held in 2016.

M/s S. S. Kothari Mehta & Co., Chartered Accountants, have expressed their willingness to be appointed as Statutory Auditors of the Company and to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3) (g) of the Companies Act, 2013 and they are not disqualified for appointment. The Board in their meeting held on 6th August, 2016 based on recommendation of Audit Committee, has recommended the appointment of M/s S. S. Kothari Mehta & Co., Chartered Accountant as Statutory Auditor of the Company in forthcoming Annual General Meeting. The members are requested to appoint M/s S. S. Kothari Mehta & Co., Chartered Accountants, as Statutory Auditors of the Company as set out in Item No. 3 of the Notice of Forthcoming AGM.

AUDITORS'' REPORT

There are no qualifications, reservation or adverse remarks made by M/s. S. S. Kothari Mehta & Co., Statutory Auditor of the Company, in their report for the financial year ended March 31, 2016. The Statutory Auditors have not reported any incident of fraud of the Audit Committee or to the Board of the Company in the year under review.

SECRETARIAL AUDITOR

In terms of Section 205 of the Companies Act, 2013 and rules made there under M/s. Navneet K Arora & Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2015-16.

The Board has appointed M/s. Navneet K. Arora & Co., Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2016-17.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year 2015-16 is appended as Annexure "VIII".

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in separate section forming part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board

Pranav Kumar Ranade

Place: Noida (Chairman & Managing Director)

Date: 06th August, 2016 DIN: 00005359


Mar 31, 2015

Dear Shareholders,

We take pleasure in presenting the 4th Annual Report together with Audited Financial Statement for the year ended 31s1 March, 2015.

FINANCIAL RESULTS: (STANDALONE)

Particulars 2014-15 2013-14 Amount (Rs. In Lacs) Amount (Rs. In Lacs)

Total Income 2689.73 2025.71

Total Expenditure 3316.17 2829.82

Profit/Loss before Exceptional and Extraordinary Item and Tax (626.44) (804.11)

Exceptional Items 0 (570.81)

Extraordinary Items 0 0

Profit before Tax (PBT) (626.44) (1374.92)

Current Tax 0 0

Deferred Tax (70.33) (7.56)

Profit/Loss for the year (556.11) (1367.36)

STATE OF COMPANY'S AFFAIRS

The year under review is the third year of commercial operations of your company. The total revenue has shown a steady increase from Rs.1320.15 lacs in the first year of it's commercial production i.e. year ended 31st March 2013 to Rs. 2689.74 in the year ended 31st March 2015. Showing an increase of 103.74%

Power Generation

The challenges like wind fluctuations, theft and maintenance issues continued from the previous year and performance of the Power Generation Vertical remained static. The turnover of the vertical for the year 2014-2015 at Rs. 910.01 lacs was same as that of the previous year at Rs. 910. 28 lacs.

Meters and Others

As regards the Meter Division and others, the same showed a marked increasing trend. The sale of meters during the three years of start of commercial production increased three fold. Similarly, the total revenue from the meter and other verticals increased from Rs.136.77 lacs to Rs. 1048.94 lacs showing an increase of 666.94 °% over the last three years.

In order to ensure higher quality and increased profitability, the company has embarked upon backward integration programme by setting up different verticals for manufacture of plastic components and electronic components required in the manufacture of meters and other devices. It is also in the process of setting up manufacture of other components required in the manufacture of meters which would not only increase the profitability but also reduce the dependence on others for the timely supply of quality components.

The company has been able to create a niche for itself in the market for the meters and is expected to maintain the rate of increase this year also.

Energy Audit

During a short span of three years, the company has made a mark for itself in the field of energy audit. With the thrust of the Government mandating energy audits in some industries and coupled with the experience of undertaking energy audit assignments ranging from Steel, Hospitality, Automotive, FMCG, Textile sectors, the contribution of this vertical towards the revenues and profits is bound to be significant in the future.

Solar Plants

The company has ventured into the setting up of solar plants and has during the year successfully set up various solar plants. With the successful setting up these solar plants, the company has generated a large inquiry bank which should result in increased activity in the solar division of the company in the coming years.

Other products

The Company has identified a number of new products, which are slated to be launched in the coming months. This addition will strengthen the Company's standing and operational success in the future. All these products belong to the new generation of technical solutions and it is assumed that they will take the Company to a leading position in the Indian and Global markets.

CORPORATE GOVERNANCE REPORT

The company is committed to maintain the highest standard of corporate governance and adhere to the corporate governance requirements set out by SEBI. Report on Corporate Governance is appended as Annexure 1.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As required by clause 49 of the Listing Agreement, the auditors certificate on corporate governance is appended as annexure 2 to this Board's Report.

SHARE CAPITAL OF THE COMPANY

The Authorised share capital of the company as on 31.03.2015 is Rs.12,60,00,000/- divided into 1,92,00,000 equity shares of Rs. 5/- each and 60,00,000 preference shares of Rs. 5/- each.

The issued, subscribed and paid up Share Capital of the company as on 31St March, 2015 was Rs. 8,02,87,330/- divided into 1,60,57,466 equity shares of face value of Rs. 5/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment

Mrs. Nisha Ahuja (DIN: 00001875)

The Board of Directors of the company in their meeting held on 07th November, 2014 appointed Mrs. Nisha Ahuja as Additional (Independent) Director under section 161 and 149 of the Companies Act, 2013.

Mrs. Nisha Ahuja aged about 60 years has been actively involved in the capital market for over 30 years. She is a Financial Consultant with over 30 years experience in the Financial Sector and having varied experience in the share, commodity and currency trading, NBFC operations, Mutual Funds and General Insurance.

Dr. Priya Somaiya (DIN:07173195)

The Board of Directors of the company in their meeting held on 05th May, 2015 appointed Dr. Priya Somaiya as Additional (Independent) Director under section 161 and 149 of the Companies Act, 2013.

Cessation

Mr. Govindaraju Bhaskara Rao (DIN: 00493992) Additional Director of the company had not offered himself for re- appointment at the 3rd Annual General Meeting of the company. Accordingly, w.e.f 30.09.2014 he ceased to be associated with the company.

Mrs. Nisha Ahuja (DIN: 00001875) who was appointed as Additional Director of the Company at the Board Meeting held on 07.11.2014 has resigned from the directorship w.e.f. 01.05.2015.

Re-appointment

Mr. Vikram Ranade is liable to retire by rotation at the forthcoming annual AGM, being eligible has offered himself for re- appointment.

Mr. P.K. Ranade, Chairman & Managing Director, Mr. Vikram Ranade and Mr. Prashant Ranade, Executive Directors of the company were appointed as such designation for a period of three years starting from 12th May, 2012. The Nomination and Remuneration Committee recommended their re-appointment to the Board.

The Board of Directors of the Company in their meeting held on 05.05.2015 has subject to the approval of shareholders, re-appointed Mr. P.K. Ranade as Chairman & Managing Director, Mr. Vikram Ranade as Executive Director and Mr. Prashant Ranade as Executive Directors for a period of three year w.e.f. 12th May, 2015.

Statement on declaration given by Independent Directors

The Company has received declarations from the Independent Directors of the Company as required pursuant to section 149(7) of the Companies Act, 2013, stating that he/she meets the criteria of Independence as provided in sub-section (6) of section 149.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the company formulated criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees.

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a director and other matters provided under Sub-Section (3) of Section 178 of the Companies Act, 2013, adopted by the Board on the recommendation of Nomination and Remuneration Committee, is appended as Annexure 3.

We hereby affirm that the remuneration provided to all the directors, key managerial personnel and other employees of the Company are in accordance with the remuneration policy of the Company.

EVALUATION OF THE BOARD PERFORMANCE

In compliance with the Companies Act, 2013, the performance evaluation of the Board as a whole and its committees and individual directors were carried out at the meeting of Board held on 05.05.2015.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and the framework adopted by the Board. The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairman of the Board. The exercise was carried out through a structured process covering various aspects of the Boards functioning such as composition of the Board committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual directors including the Board Chairman who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest. etc.

Performance evaluation of the Board as a whole was done by all the directors by considering the following:

1. The Board diversity

2. The qualification and experience of each director.

3. The decisions taken by the Board.

4. Flow of information between the Board and Management.

Performance evaluation of individual director was done by all the directors present except the director being evaluated.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment & Remuneration of managerial personnel) Rules, 2014 is appended as annexure 4.

Your Company has not paid any remuneration in terms of Sub rule (2) & (3) of Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

DIRECTORS RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review are in conformity with the requirements of the Companies Act, 2013 and applicable Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present your Company's financial conditions and results of operations.

Your Directors confirm that

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates 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 and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts 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; and

(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.

INTERNAL FINANCIAL CONTROL

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

EXTRACT OF ANNUAL REPORT

The Details forming part of extract of the annual report is appended as Annexure 5.

NO. OF BOARD MEETINGS

The Board of Directors met 4 (four) times during the financial year 2014-15. The details of which are provided in the corporate governance report.

COMPOSITION OF AUDIT COMMITTEE

The Board has an audit committee comprising Mr. R.C. Bansal as the Chairman and Mr. A.K. Ghosh and Mr. Vikram Ranade as the members. More details on the committee are given in the Corporate Governance Report.

VIGIL MECHANISM

The company has formed a vigil (whistle blower) mechanism to provide a channel to employees and directors to report to the management concerns about unethical behavior, actual or suspected frauds or violation of code of conduct or legal or regulatory requirement or incorrect or misrepresentation of any financial statement or report. More details about the policy are given in Corporate Governance report.

REMUNERATION POLICY

The Nomination and Remuneration Committee of the company recommended to the Board a policy for determining remuneration of directors, key managerial personnel and other employees. The said policy was approved by the Board. More details about the policy is given in Corporate Governance Report. The policy is appended as Annexure 3.

PARTICULARS OF LOANS, OR GUARANTEE OR INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 from part of the notes to accounts of the standalone financial statement.

SIGNIFICANT CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION

There is no significant changes taken place after the balance sheet date which affect the financial position of the Company.

RISK MANAGEMENT

The Board of Directors of the Company in their meeting held on 07.11.2015 developed and implemented a Risk Management Policy for assessment and minimization of risk and constituted a Risk Management Committee for implementation of risk management plan.

The Board defined the roles and responsibilities of the Risk Management Committee and delegated monitoring and reviewing of the risk management plan to the Committee

CHANGES IN THE NATURE OF BUSINESS

No change in the nature of business during the year under review.

SUBSIDIARY

During the year under review, M/s. R.S. Infosystems Private Limited (CIN: U70200DL2005PTC137495) ceased to be subsidiary of the company w.e.f. 13.05.2014.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

A report on the performance and financial position of each of the subsidiaries, associate and joint ventures companies, as

per the Companies Act, 2013 is provided as Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity.

CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

The particulars of all contracts or arrangement entered with the related parties as referred to in Section 188 of the Companies Act, 2013 in the prescribed form AOC.2 is appended as Annexure 6.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed pursuant to section 134(3)(m) of the companies Act, 2013 is appended as annexure 7.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

AUDITORS

STATUTORY AUDITOR

At the Annual General Meeting held on September 30, 2014, M/s. S.S. Kothari Mehta & Co., Chartered Accountants, were appointed as statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held in the year 2016.

In term of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S.S. Kothari Mehta & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regards, the Company has received a certificate from the auditors to the effect that if they are re-appointed, the appointment would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDITOR

In terms of Section 205 of the Companies Act, 2013 and rules made there under M/s. Navneet K Arora & Co., Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the financial year 2014-15.

The Board has appointed M/s. Navneet K Arora & Co., Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2015-16.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year 2014-15 is appended as annexure 8.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on Behalf of the Board of Directors Pranav Kumar Ranade Chairman and Managing Director DIN-00005359

Place : Noida Date : 08th August, 2015


Mar 31, 2014

Dear Shareholders,

We take pleasure in presenting the Third Annual Report together with Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS: (STANDALONE)

Particulars 2013-14 2012-13 Amount (Rs. In Lacs) Amount (Rs. In Lacs)

Total Income 2025.71 1320.15

Total Expenditure 2829.82 1533.24

Profit/Loss before Exceptional and Extraordinary Items and Tax (804.10) (213.09)

Exceptional Items (570.80) (63.40)

Extraordinary Items Nil Nil

Profit before Tax (PBT) (1374.91) (276.49)

Current Tax Nil Nil

Deferred Tax (7.56) (281.85)

Profit/Loss for the year (1367.3) 5.36

OVERVIEW AND REVIEW OF OPERATIONS

The Power Generation and the metering division of the Company have witnessed many challenges during the year, despite the various challenges faced by the Company; the company was able to achieve a turnover of 14.80 Crores as compared with that of 6.83 crores in the previous financial year. The power generation industry also witnessed various challenges like the wind fluctuations, thefts and maintenance issues due to which the generation by the Wind Power projects has witnessed a downfall.

The industry has been also reeling under the pressure of rising input costs. The prices of key materials have soared. Though imported raw material has seen some easing in cost pressure due to decline in the price has been offset to some extent by rupee depreciation.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions of Clause 49 of the Listing Agreement with the stock exchanges relating to corporate governance.

The Compliance report is provided in the Corporate Governance section of the Annual Report. The Auditor''s Certificate on compliance with the provisions of Clause 49 of the Listing Agreement is given in Annexure I to this report.

SUBSIDIARY COMPANIES

As at 31st March 2014, the Company has three wholly owned Subsidiaries namely PKR Energy Limited, Advance Power & Trading, Gmbh and Global Power & Trading (GPAT) Singapore. Apart from the wholly owned subsidiaries, the Company has one subsidiary namely R.S. Infosystems Private Limited

The Ministry of Corporate Affairs, Government of India, vide General Circular dated 8th February 2011 and 21st February 2011 has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular for non-inclusion of Subsidiary Companies'''' Annual Report with the Annual Report of the Holding Company. The Company has satisfied the conditions stipulated in the circular and hence has availed the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

The Company undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the Corporate office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

JOINT VENTURE:

The Company holds 20% share in Saudi National Lamps and Electricals Company Limited (SANLEC) which was vested into the Company pursuant to the De-Merger scheme of arrangement of Eon Electric Limited and Advance Metering Technology Limited. SANLEC has not made any profit since inception and the Net Worth of the Company has turned out to be negative and keeping in view the losses and the liabilities the Company has written off value of receivables and Investments, subject to the approval of the Reserve Bank of India.

The Results of the Joint Venture have not been consolidated in the Consolidated Financial Statements as the receivables and investments have been written off completely.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards and the provisions of the Listing Agreement with the stock exchange and form part of the Annual Report.

SIGNIFICANT EFFECTS AFTER BALANCE SHEET DATE:

Sale of Investments in R.S. Infosystems Private Limited:

In order to focus on its core business, the company has disposed off the 51% shareholding in R.S. Infosystems Private Limited.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conversion of energy, technology absorption and foreign exchange earnings and outgo, required to be disclosed pursuant to section 217(1)(e) of the Act read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure ''A'' to this Report.

PARTICULARS OF EMPLOYEES

Your Company has not paid any remuneration attracting the provisions of the Companies Act (Particulars of Employee) rules, read with section 217(2A) of the Companies Act, 1956. Hence no information is to be appended to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review are in conformity with the requirements of the Act and the Accounting Standards .The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present your Company''s financial conditions and results of operations.

Your Directors confirm that:

i. In the preparation of the Annual Accounts, applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. The accounting policies selected have been applied consistently and judgments and estimates are made that are reasonably and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2014 and its loss for the year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Company and for preventing and detecting frauds and other in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities.

iv. The Annual Accounts of your company have been prepared on a going concern basis.

DIRECTORS

Dr. Sai Ramachandran resigned from the Board of your Company with effect from 22nd July, 2013.The Board places on record its deep appreciation for the services rendered by Dr. Sai Ramachandran during his tenure as Member of the Board.

Mr. Bhaskara Rao Govindaraju was appointed Additional Director designated as Independent Director w.e.f. 2nd August, 2013 and he holds office upto the date of the ensuing Annual General Meeting. Mr. Bhaskara Rao Govindaraju has not offered himself for appointment, and as such he holds office upto the ensuing Annual General Meeting of the Company.

As on date of this report, Dr. G.B. Rao, Mr. R.C. Bansal and Mr. A.K. Ghosh are Independent Directors as per clause 49 of the Listing agreement and were appointed under the Companies Act 1956 as directors liable to retire by rotation.

In order to give effect to the provisions of section 149 and 152 of the Companies Act 2013, it is proposed that Mr. R.C.

Bansal and Mr. A.K. Ghosh be appointed as Independent Directors, to hold office for five consecutive years, for a term upto conclusion of the 8th Annual General Meeting of the Company in the calendar year 2019.

In terms of the Companies Act 2013 (''Act'') Independent Directors are required to be excluded while computing the number of directors to retire by rotation. In terms of section 152 of the Companies Act, 2013 Mr. Prashant Ranade, Whole Time Director will be liable to retire by rotation, and he being eligible to be re appointed he offers him selves for re- appointment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to clause 49 of the Listing agreement, the management Discussion and Analysis is presented in a separate section, forming a part of the Annual Report.

CHANGE OF REGISTERED OFFICE

The Shareholders at the last Annual General Meeting held on 2nd August 2013 had approved the shifting of the Registered office from the State of Haryana to the National Capital Territory of Delhi. After receipt of the approval of the Regional Director, Ministry of Corporate Affairs, the Board at its meeting held on 30th April 2014 has approved the Situation of the Registered Office at 207, Modi Tower, 98 Nehru Place, New Delhi-110019

FIXED DEPOSITS

The Company has not accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of your Company from the conclusion of the previous Annual General Meeting until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi to the effect that their re-appointment, if made, would be within the limit prescribed under Section 141 (3) (g) of the Companies Act, 2013 and they are not disqualified for such appointment.

Pursuant to the provisions of Section139 of the Companies act 2013, and the rules framed there under, it is proposed to appoint S. S. Kothari Mehta & Co., Chartered Accountants, as statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 5th AGM to be held in the Year 2016, subject to ratification of their appointment at every AGM.

COST AUDITORS

As per the Ministry of Corporate Affairs circular dated 2nd May 2011 and pursuant to Section 233B of the Companies Act, 1956 M/s H Tara & Co., Cost Accountant were appointed as the Cost Auditors to conduct the cost audit of the Company relating to Energy Meters and Generation of Power for the financial Year ended on 31st March, 2014. The Cost Audit report for the Financial Year 2012-13 was filed in XBRL mode with the Ministry of Corporate Affairs on 27th September 2013.

ACKNOWLEDGEMENT

Your Directors express their deep sense of gratitude to the Banks, Financial Institutions, Stakeholders, Business Associates, Central and State Governments for their co-operation and support and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

For and on Behalf of the Board of Directors

P. K. Ranade Chairman and Managing Director

Place : Noida

Date : 4th August, 2014


Mar 31, 2013

To The Members

The Directors have the privilege of presenting the Second Annual Report of your company for the period ended on 31st March 2013.

FINANCIAL PERFORMANCE

Particulars Year Ended 31st March 2013 Year Ended 31st March 2012 Amount (Rs. In Lacs) Amount (Rs. In Lacs)

Total Income 1320.15 Nil Total Expenditure 1533.24 0.66

Profit / Loss before Exceptional and (213.09) (0.66) Extraordinary Items and Tax

Exceptional Items (63.40) Nil

Extraordinary Items Nil Nil

Profit / Loss before Tax (276.49) (0.66)

Current Tax Nil Nil

Deferred Tax (281.85) (0.08)

Profit / Loss for the year 5.36 (0.58)

Consequent to the demerger of Eon Electric Limited, the Meter Divison and the Power Generation business was transferred to the company on 8th April 2012.

The year under review has been quite challenging for the Energy Meters and the Wind businesses of your company. Despite the multiple challenges faced by your Company during the year, the Company made significant progress on implementation of its capacity addition / expansion plans by bringing within its domain the Energy Audit vertical. The aggregate installed capacity at the end of Financial Year 2013 was 11.7 MW.

The Sales and other income for the year under review was Rs 1320.15 Lacs compared to Nil in previous year as the Company was in the process of demerger from Eon Electric Limited (Formerly Indo Asian Fusegear Limited). Profit after Exceptional and Extraordinary Items and Tax is Rs 5.36 Lacs as against a Loss of Rs 0.58 Lacs in the previous year.

DIRECTORS

Mr. Vikram Ranade and Mr. Prashant Ranade are the directors retiring by rotation whose term of office is to expire at this Annual General Meeting. They have offered themselve for re-appointment as the Directors liable to retire by rotation.

Additional information as to brief resume and other details of the Directors recommended by the Board for re- appointment, being the directors liable to retire by rotation at the Annual General Meeting pursuant to Clause 49(G)

(i) of the Listing Agreement with Stock Exchanges forms part of the Report on Corporate Governance in the Annual Report.

During the year, Mr. V. P. Mahendru and Mr Vinay Mahendru did not offer themselve for re-appointment at the First Annual General Meeting of the Company on 29th September 2012. Accordingly their term of office expired on 29th September 2012.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, ("the Act") we hereby state:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013 and its profit for the year ended on that date;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the annual accounts on a going concern basis.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March 2013, the Company has three Wholly Owned Subsidiary Companies namely PKR Energy Limited, Global Power and Trading (GPAT) Pte. Ltd., Singapore and Advance Power & Trading GmbH, Germany. The financial year of PKR Energy Limited closed on 31st March 2013. Global Power and Trading (GPAT) Pte. Ltd. and Advance Power & Trading GmbH have been incorporated in the month of January 2013 and February 2013 respectively and have not closed their first financial year.

Statement pursuant to Secton 212 of the Companies Act, 1956 relating to PKR Energy Limited subsidiary company is annexed to and forming a part of this Report. The detailed copy of the Annual Report of the subsidiary company will be made available to the shareholders on request and will also be kept for inspection by any shareholder at the Registered Office / Corporate Office of the Company.

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements , the consolidated financial statements based on the financial statements received from the subsidiary company as approved by the Board of Directors are attached and form a part of the Annual Report.

COST AUDIT

As per the Ministry of Corporate Affairs circular dated 2nd May 2011 and in pursuance of Section 224 and 233(1)(B) of the Companies Act, 1956, M/s H. Tara & Co., Cost Accountants (Registration Number 17321) were appointed as the Cost Auditors for Auditing the Cost Accounting Records of the Company relating to Energy Meters and Generation of Power for the Financial Year ended 31st March 2013.

CORPORATE GOVERNANCE

Your Company believes in conducting the business with due compliance of all the applicable laws, rules and regulations. Your Company has implemented the system of corporate governance as per the requirements of the Listing Agreement. A detailed Report on the Corporate Governance along with the Certificate of Compliance from the Statutory Auditors are given in the Annexures ''A'' & ''B'' and form a part of this report.

AUDITORS AND AUDITORS'' REPORT

The retiring auditors M/s S.S. Kothari Mehta & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their appointment, if made, would be within the prescribed limits under Secton 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming a part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information required as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure -C and forms part of the Directors'' Report.

PARTICULARS OF EMPLOYEES

Your Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules read with Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit from the public during the year under review.

ACKNOWLEDGMENTS

Your Directors would like to place on record their appreciation for the contributions made and support provided by the shareholders, employees, the Bankers, Government Authorities and Business Associates during the year under review.

For and on Behalf of the Board of Directors Place : Noida P. K. Ranade

Date : 20th May 2013 Chairman and Managing Director


Mar 31, 2012

The Directors have the privilege of presenting the First Annual Report of your company for the period ended on 31st March 2012.

IMPLEMENTATION OF THE SCHEME OF ARRANGEMENT

The Hon'ble High Court for the States of Punjab and Haryana vide its order dated 27th March 2012 approved the Scheme of Arrangement between Eon Electric Limited (formerly Indo Asian Fusegear Limited) and Advance Metering Technology Limited. The Appointed date of the Scheme of Arrangement is 1st April 2011 and in terms of the said order, the effective date is 8th April 2012, the date of filing of the said order with the Registrar of Companies.

In terms of the Scheme of Arrangement, the Metering Division and the proposed Power Generation Business were transferred to your Company with effect from 8th April 2012 being the effective date. Eon Electric Limited carried on the business in trust on behalf of your Company for the period 1st April 2011 to 8th April 2012. The financial statements for the period 1st April 2011 to 8th April 2012, being the period during which the meter division business of your company which was being carried on in trust on behalf of your company by the Eon Electric Limited, are encompassed in Note No. 11 to the Notes of accounts forming a part of the audited annual accounts.

ALLOTMENT OF SHARES

Pursuant to the Scheme of Arrangement, the face value of Equity Shares of Eon Electric Limited was changed from Rs 10/- per share to Rs 5/- per share and the Board of Directors on 12th May 2012 issued and allotted 1,60,57,466 fully paid equity shares of Rs. 5/- each to the shareholders of Eon Electric Limited whose names appeared in the Records of Eon Electric Limited as on 9th May 2012 being the record date, in the ratio of one equity share of Rs. 5/- each for every one equity share of Rs 5/- each held in Eon Electric Limited.

In terms of para 1.18 (d) and (e) of the Scheme of Arrangement, the shares held by Promoter Group I in the De-merged company i.e. Eon Electric Limited, shall stand transferred to Promoter Group II in the proportion of their shareholding in terms of Section 47 (vid) of the Income Tax Act, 1961 as on the record date and the shares held by Promoter Group II in the Resulting Company i.e. Advance Metering Technology Limited shall stand transferred to Promoter Group I in the proportion of their shareholding in terms of Section 47 (vid) of the Income Tax Act, 1961 as on the record date. The said shares are in the process of being transferred.

LISTING ON STOCK EXCHANGES

The equity shares of your Company have since been listed on the National Stock Exchange and the Bombay Stock Exchange and the trading of the said shares commenced with effect from 6th August 2012.

FINANCIAL PERFORMANCE

Particulars Amount (in Rs.)

Total Income NIL

Total Expenditure 66,993

Less deferred Tax (8,764)

Loss for the period (58,229)

In terms of the Scheme of Arrangement, the Meter Division and the Power Generation Business of Eon Electric Limited were vested into your Company w.e.f. 8th April 2012 being the effective date. Accordingly, the financial performance of Meter Division and the Power Generation Business will be reflected in the accounts of your Company in the financial statements for the year ending on 31st March 2013.

DIRECTORS

Mr. P. K. Ranade, Mr. Vikram Ranade, Mr. V. P. Mahendru and Mr. Vinay Mahendru were the First Directors of your Company. Mr. P K Ranade and Mr. Vikram Ranade have offered themselves for re-appointment as Directors. During the year under review, Mr. Prashant Ranade was co-opted on the Board at the meeting of the Board of Directos held on 28th July 2011 as an additional director. He has also offered himself to be appointed as a Director.

With the vesting of the Metering Business and the Power Generation Business into your Company with effect from 8th April 2012, the Board at its meeting held on 12th May 2012 appointed Mr. P. K. Ranade as the Chairman and Managing Director, Mr. VIkram Ranade as the Executive Director and Mr. Prashant Ranade as the Executive Director. These appointments were subject to the approval of the Shareholders and the Central Government. The approval of the Shareholders was sought by postal ballot. The postal ballot results approving the appointments were declared on the 8th August 2012.

In order to strengthen and broad base the Board, the Board of Directors pursuant to section 260 of the Companies Act, 1956, at its meeting held on 6th April 2012, co opted Mr. R. C. Bansal a renowned Chartered Accountant, Dr. Sai Ramachandran, an authority in the field of Marketing, and Mr. A. K. Ghosh, a Chartered Accountant, as Additional Directors on the Board of your Company. They hold office of directorship upto the date of the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Additional information as to brief resume and other details of the Directors recommended by the Board for appointment/ re-appointment, being the First Directors and Additional Directors of the Company, at the Annual General Meeting pursuant to Clause 49(G)(i) of the Listing Agreement with Stock Exchanges forms part of the Report on Corporate Governance in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, ("the Act") we hereby state:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and its loss for the year ended on that date;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company believes in conducting the business with due compliance of all the applicable laws, rules and regulations. Your Company has implemented the system of corporate governance as per the requirements of the Listing Agreement. A detailed Report on the Corporate Governance along with the Certificate of Compliance from the Statutory Auditors are given in the Annexures 'A' & 'B' and form a part of this report.

AUDITORS

You are requested to appoint Auditors for the current year. The retiring auditors M/s. S.S. Kothari Mehta & Co., Chartered Accountants, are eligible and have offered themselves for re-appointment.

AUDITORS' REPORT

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY AND ABSORPTION

Your company did not undertake any manufacturing process during the year under review, accordingly a statement containing information as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is not appended.

FOREIGN EXCHANGE USED AND EARNED

There is no Foreign Exchange earned and outgo involved during the period under review.

PARTICULARS OF EMPLOYEES

Your Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules read with Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report.

FIXED DEPOSIT

Your Company has not accepted any fixed deposit from the public during the year under review.

ACKNOWLEDGMENTS

Your Directors would like to place on record their appreciation for the contributions made and support provided by the shareholders, employees, the Bankers, Government Authorities and Business Associates during the year under review.

For and on Behalf of the Board of Directors

P. K. Ranade Chairman and Managing Director

Place : Noida Date : 14th August, 2012

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