Mar 31, 2018
Dear Shareholders,
The Board of Directors hereby submits the 7th Annual Report with Audited Financial Statement of your Company (âthe Companyâ of âAMTLâ) for the year ended 31st March, 2018.
FINANCIAL RESULTS (STANDALONE)
(Rs. in Lacs)
Particulars |
Standalone |
Consolidated |
||
Year Ended 31.03.2018 |
Year Ended 31.03.2017 |
Year Ended 31.03.2018 |
Year Ended 31.03.2017 |
|
Total Income |
4532.42 |
4042.87 |
4537.58 |
4057.79 |
Total Expenditure |
5247.46 |
4355.91 |
5272.42 |
4430.84 |
Profit/Loss before Exceptional and Extraordinary Item and Tax |
(715.04) |
(313.04) |
(734.84) |
(373.05) |
Exceptional Items - Expense / (Income) |
||||
Extraordinary Items (Net) |
0 |
0 |
||
Profit before Tax (PBT) |
(715.04) |
(313.04) |
(734.84) |
(373.05) |
Current Tax |
0 |
0 |
||
Deferred Tax |
0 |
0 |
||
Profit/Loss for the year |
(715.04) |
(313.04) |
(734.84) |
(373.05) |
STATE OF COMPANYâS AFFAIRS
The year 2017-18 closed with total income from operations of Rs. 45.37 crores as compared to Rs. 40.57 crores during the previous year.
The backward integration implemented during the previous year, has resulted in lowering the cost of the meters, reduction of dependence on others for timely supply of quality goods.
Having created a niche for itself in the market for meters, your company focused on widening product basket and expanding market reach. Moving ahead with the rising demand of smart meters the company will enhance production capacity and grow business volumes.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance is appended as Annexure âIâ.
AUDITORâS CERTIFICATE ON CORPORATE GOVERNANCE
The certificate of Compliance from Statutory Auditor, M/s. S. S. Kothari Mehta & Co., Chartered Accountants, confirming compliance with the Conditions of Corporate Governance, is annexed hereto marked as Annexure âIIâ and forms part of this Report.
SHARE CAPITAL OF THE COMPANY
The Authorised share capital of the company as on 31.03.2018 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 31 st March, 2018 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
Re-Appointment
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.
Mr. Pranav Kumar Ranade, Chairman & Managing Director, Mr. Vikram Ranade and Mr. Prashant Ranade, Executive Directors of the Company were re-appointed as such designation for a period of three years starting from 12th May, 2015.
The Nomination and Remuneration Committee recommended their re-appointment of the Board on the existing terms and conditions.
The Board of Directors of the Company in their meeting held on 29.05.2018 have approved the re-appointment of Mr. Pranav Kumar Ranade as Chairman & Managing Director, Mr. Vikram Ranade as Executive Director and Mr. Prashant Ranade as Executive Director for a period of 5 Year w.e.f. 12th May, 2018 subject of approval of the shareholders.
Key Managerial Personnel
The following Directors / Officials of the Company have been designated as Key Managerial Personnel (KMP) of the Company by the Board of Directors in terms of provisions of the Section 203 of the Companies Act, 2013 and the Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).
1. Mr. Pranav Kumar Ranade Chairman and Managing Director
2. Mr. Vikram Ranade Executive Director
3. Mr. Prashant Ranade Executive Director
4. Mr. Rakesh Dhody AVP (Corporate Affairs) & Company Secretary
5. Mr. Hrydesh Jain Chief Financial Officer
DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT, 2013
Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of financial year and date of this report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 and provisions of the Listing Regulations, stating that they meet the criteria of independence as provided sub-section (6) of section 149.
COMPANYâS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee of the Directors has approved a Policy for selection, appointment and remuneration of directors which inter-alia requires that the directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board. The Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
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 which is available on the companyâs website.
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.
PERFORMANCE EVALUATION
As per provisions of the Companies Act 2013 and Regulation 17(10) of the Listing Regulations, the evaluation process for the performance of the Board, its committee and individual Directors was carried out internally. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation domain knowledge, and compliance with code of conduct, vision and strategy.
The Board carried out an annual performance evaluation of the Board, committees, Individual Directors and the Chairperson. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.
The Independent Directors met on 09th March, 2018 to review the performance evaluation of Non-Independent Directors and the entire Board of Directors including the Chairman, while considering the views on the Executive and Non-Executive Directors.
PARTICULARS OF EMPLOYEES
There were 162 permanent employees of the Company as of 31st March, 2018. Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure âIIIâ to this report.
A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the financial year and in receipt of remuneration of ''102 lakhs or more, and employees employed for part of the year and in receipt of ''8.50 lakhs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:
(a) In the preparation of the annual accounts for the year ended 31st March 2018, the applicable accounting standards have been followed and there 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 2018 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 Board of your Company has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively. Your company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the companyâs 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.
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 for a term of 5 (five) consecutive years at the 6th Annual General Meeting (âAGMâ) of the Company held on 26th September, 2017.
Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 7th AGM.
AUDITORSâ 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, 2018.
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of the Company during the year under review.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s Navneet K Arora & Co LLP, a firm of Company Secretaries in Practicing, to conduct the Secretarial Audit of the Company.
SECRETARIAL AUDIT REPORT
The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2018 is enclosed as Annexure âIVâ to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return as on March 31, 2018 in form MGT-9 is enclosed as Annexure âVâ to this report.
NO. OF BOARD MEETINGS
The Board of Directors met 4 (four) times during the financial year 2017-18. The details of which are provided in the corporate governance report.
COMPOSITION OF AUDIT COMMITTEE
The Board has constituted the Audit Committee comprises of Mr. Ashok Kumar Gupta as the Chairman and Mr. Ajoy Kumar Ghosh and Mr. Vikram Ranade as the members of the Committee. More details on the Audit Committee are given in the Corporate Governance Report.
COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted the Nomination and Remuneration Committee comprising of Mr. Ashok Kumar Gupta as the Chairman and Mr. Ajoy Kumar Ghosh and Dr. Priya Somaiya as the members of the Committee. Details of the Nomination and Remuneration Committee are given in the Corporate Governance Report.
COMPOSITION OF STAKEHOLDERSâ RELATIONSHIP COMMITTEE
The Board has constituted the Stakeholdersâ Relationship Committee comprising of Mr. Ashok Kumar Gupta as the Chairman and Mr. Prashant Ranade and Mr. Vikram Ranade as the members of the Committee. Details on the Stakeholdersâ Relationship Committee are given in the Corporate Governance Report.
VIGIL MECHANISM / WHISTILE BLOWER POLICY
The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.
Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companyâs code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employeeâs reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation.
More details about the policy are given in the Corporate Governance Report, which forms part of this Annual Report. This policy is also available on the company web link: http://www.pkrgroup.in/products-services/corporate-policies.
No employees of the Company are denied access to the Audit Committee and the Board of Directors of the Company.
REMUNERATION POLICY
The Company follows a Policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board.
The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior Management employees. The remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
The Nomination and Remuneration policy as approved by the Board of Directors is available on website of the Company at the web link: http://www.pkrgroup.in/products-services/corporate-policies.
PARTICULARS OF LOANS, OR GUARANTEE OR INVESTMENTS UNDER SECTION 186
Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the notes to accounts of the Standalone Financial Statement.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.
RISK MANAGEMENT POLICY
A robust and integrated enterprises risk management framework is in existence under which the common prevailing risks in the Company are identified, the risks so identified are reviewed on periodic basis by the Company and the managementâs actions to mitigate the risk exposure in timely manner are assessed.
CHANGES IN THE NATURE OF BUSINESS
There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.
SUBSIDIARIES
During the year under review, the Company has one subsidiary in India viz PKR Energy Limited and two subsidiaries outside India viz. Global Power and Trading (GPAT) Pte. Ltd., Singapore and Advance Power and Trading GmbH, 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 companies have not attached to the Annual Report. Form AOC-1 is attached forms part of the financial 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 âVIâ.
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 read with Rule 8 of the Companies (Accounts) Rules, 2014 is appended as Annexure âVIIâ.
The Company organizes the workshops / lectures on regular basis for its employees to promote, motivate and encourage them to conserve energy.
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.
MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT
The Managementâs 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 Companyâs executives, staff and workers.
For and on behalf of the Board
Pranav Kumar Ranade
Date: May 29, 2018 (Chairman & Managing Director)
Place: Noida DIN: 00005359
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