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Advance Metering Technology Ltd.

BSE: 534612 Sector: Engineering
NSE: AMTL ISIN Code: INE436N01029
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VOLUME 3212
52-Week high 37.20
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Mkt Cap.(Rs cr) 47.86
Buy Price 0.00
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Sell Price 29.80
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OPEN 30.45
CLOSE 30.35
VOLUME 3212
52-Week high 37.20
52-Week low 18.55
P/E
Mkt Cap.(Rs cr) 47.86
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.80
Sell Qty 147.00

Advance Metering Technology Ltd. (AMTL) - Director Report

Company director report

Dear Shareholders

We take pleasure in presenting the 4th Annual Report together with Audited FinancialStatement for the year ended 31st 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. Thetotal revenue has shown a steady increase from Rs1320.15 lacs in the first year ofit’s commercial production i.e. year ended 31st March 2013 to Rs 2689.74 in the yearended 31st March 2015. Showing an increase of 103.74%

Power Generation

The challenges like wind fluctuations theft and maintenance issues continued from theprevious year and performance of the Power Generation Vertical remained static. Theturnover of the vertical for the year 2014-2015 at Rs 910.01 lacs was same as that of theprevious 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 increasedthree fold. Similarly the total revenue from the meter and other verticals increased fromRs136.77 lacs to Rs 1048.94 lacs showing an increase of 666.94 % over the last threeyears.

In order to ensure higher quality and increased profitability the company has embarkedupon backward integration programme by setting up different verticals for manufacture ofplastic components and electronic components required in the manufacture of meters andother devices. It is also in the process of setting up manufacture of other componentsrequired in the manufacture of meters which would not only increase the profitability butalso 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 andis 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 fieldof energy audit. With the thrust of the Government mandating energy audits in someindustries and coupled with the experience of undertaking energy audit assignments rangingfrom Steel Hospitality Automotive FMCG Textile sectors the contribution of thisvertical 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 yearsuccessfully set up various solar plants. With the successful setting up these solarplants the company has generated a large inquiry bank which should result in increasedactivity 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 inthe coming months. This addition will strengthen the Company’s standing andoperational success in the future. All these products belong to the new generation oftechnical solutions and it is assumed that they will take the Company to a leadingposition in the Indian and Global markets.

CORPORATE GOVERNANCE REPORT

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

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As required by clause 49 of the Listing Agreement the auditors certificate oncorporate 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 Rs126000000/-divided into 19200000 equity shares of Rs 5/- each and 6000000 preference shares ofRs 5/- each.

The issued subscribed and paid up Share Capital of the company as on 31 March 2015was Rs 80287330/- divided into 16057466 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 07 November 2014appointed Mrs. Nisha Ahuja as Additional (Independent) Director under section 161 and 149of the Companies Act 2013.

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

Dr. Priya Somaiya (DIN:07173195)

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

Cessation

Mr. Govindaraju Bhaskara Rao (DIN: 00493992) Additional Director of the company had notoffered 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 theCompany 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 beingeligible has offered himself for reappointment.

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

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

Statement on declaration given by Independent Directors

The Company has received declarations from the Independent Directors of the Company asrequired pursuant to section 149(7) of the Companies Act 2013 stating that he/she meetsthe 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 fordetermining qualifications positive attributes and independence of a director andrecommended to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees.

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

We hereby affirm that the remuneration provided to all the directors key managerialpersonnel and other employees of the Company are in accordance with the remunerationpolicy of the Company.

EVALUATION OF THE BOARD PERFORMANCE

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

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and the framework adopted by the Board. The Board adopted a formal mechanism forevaluating its performance and as well as that of its committees and individual directorsincluding the Chairman of the Board. The exercise was carried out through a structuredprocess covering various aspects of the Boards functioning such as composition of theBoard committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual directors including the Board Chairman who was evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest. etc.

Performance evaluation of the Board as a whole was done by all the directors byconsidering 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 presentexcept the director being evaluated.

PARTICULARS OF EMPLOYEES

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

Your Company has not paid any remuneration in terms of Sub rule (2) & (3) of Rule 5of 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 requirementsof the Companies Act 2013 and applicable Accounting Standards. The financial statementsreflect fairly the form and substance of transactions carried out during the year underreview and reasonably present your Company’s financial conditions and results ofoperations.

Your Directors confirm that

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

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 bythe company and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

INTERNAL FINANCIAL CONTROL

The Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable 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. Thedetails 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 givenin the Corporate Governance Report.

VIGIL MECHANISM

The company has formed a vigil (whistle blower) mechanism to provide a channel toemployees and directors to report to the management concerns about unethical behavioractual or suspected frauds or violation of code of conduct or legal or regulatoryrequirement or incorrect or misrepresentation of any financial statement or report. Moredetails about the policy are given in Corporate Governance report.

REMUNERATION POLICY

The Nomination and Remuneration Committee of the company recommended to the Board apolicy for determining remuneration of directors key managerial personnel and otheremployees. The said policy was approved by the Board. More details about the policy isgiven 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 2013from 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 affectthe financial position of the Company.

RISK MANAGEMENT

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

The Board defined the roles and responsibilities of the Risk Management Committee anddelegated 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 ASSOCIATECOMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

A report on the performance and financial position of each of the subsidiariesassociate and joint ventures companies as per the Companies Act 2013 is provided asAnnexure to the consolidated financial statement and hence not repeated here for the sakeof brevity.

CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 underany scheme.

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

5. No significant or material orders were passed by the Regulators or Courts orTribunals 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 casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) 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 holdthe 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 appointmentof the auditors shall be placed for ratification at every Annual General Meeting.Accordingly the appointment of M/s. S.S. Kothari Mehta & Co. Chartered Accountantsas Statutory Auditors of the Company is placed for ratification by the shareholders. Inthis regards the Company has received a certificate from the auditors to the effect thatif they are re-appointed the appointment would be in accordance with the provisions ofSection 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 theSecretarial Audit of the Company for the financial year 2014-15.

The Board has appointed M/s. Navneet K Arora & Co. Practicing Company Secretaryas 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 andco-operation received from the Financial Institutions Banks Government AuthoritiesCustomers Vendors and Members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany’s executives staff and workers.

For and on Behalf of the Board of Directors
Pranav Kumar Ranade
Place : Noida Chairman and Managing Director
Date : 08 August 2015 DIN-00005359

Annexure 1

REPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

At AMTL Corporate Governance has been an integral part of the way we have been doingour business since inception. We believe that good Corporate Governance emerges from theapplication of the best and sound management practices and compliance with the lawscoupled with adherence to the highest standards of transparency and business ethics. Thesemain drivers will play a pivotal role in fulfilling our renewed vision to be the mostsustainable and competitive company in our industry and our mission to create value forall our stakeholders.

The Company places great emphasis on values such as empowerment and integrity of itsemployees safety of the employees transparency in decision making process fair &ethical dealings with all pollution free clean environment and last but not the leastaccountability to all the stakeholders. These practices being followed since theinception have contributed to the Company's sustained growth.

The Company has Audit Committee Nomination and Remuneration Committee StakeholderGrievance Committee Risk Management Committee. These Committees report to the Board ofDirectors about tasks assigned to them.

2. BOARD OF DIRECTORS Composition

Your Company's Board comprised of Six Directors as on 31st March 2015

Presently the Board consists of One Managing Director Two Whole Time Directors andThree Independent Directors in which one is Women Director which duly complies with therequirement of Clause 49 of the Listing Agreement.

Mr. G.B. Rao who was appointed as Additional Director on 02nd August 2013 had notoffered himself for reappointment and accordingly ceased to hold office on the conclusionof the 3rd Annual General Meeting of the Company.

Mrs. Nish Ahuja was appointed as Additional Director (Independent) on 07th November2014 and she has resigned from the directorship w.e.f. 01.05.2015.

Dr. Priya Somaiya was appointed as Additional Director (Independent) on 05th May 2015.

The Board of directors of the company met four times during the year ending 31st March2015 i.e. on Wednesday 30th April 2014 Monday 04th August 2014 Friday 07th November2014 and Friday 13th February 2015. The maximum time gap between two Board meeting wasless than one hundred twenty days.

The details of composition and category of the Board attendance at the Board meetingsand last AGM Number of other Boards or Board Committees in which he/she is a member orChairperson are as under

Name of Director Category of directors No. of Board Meeting attended during the financial year 2014-15 Attendance at the last AGM No. of Directorship in other companies Number of Committee position held in other companies*
Public companies Private companies As Chairman As Member
Mr. P. K Ranade Chairman and Managing Director 4 out of 4 Yes 1 4 Nil Nil
Mr. Vikram Ranade Executive Director 4 out of 4 Yes 1 3 Nil Nil
Mr. Prashant Ranade Executive Director 4 out of 4 Yes 1 3 Nil Nil
Mr. R C Bansal Independent Director 4 out of 4 Yes 5 4 2 Nil
Mr. A K Ghosh Independent Director 4 out of 4 No 1 3 Nil 1
Mrs. Nisha Ahuja* Independent Director 0 out of 2 No 3 2 1 Nil

*Appointed as Additional Director (Independent) w.e.f. 07.11.2014.

Note

* all other public limited companies whether listed or not are included and all othercompanies including private limited companies foreign companies and companies underSection 8 of the Companies Act 2013 shall be excluded.

**Only two Committees viz. the Audit Committee and Stakeholder Relationship Committeeof all public limited companies are considered.

3. COMMITTEES OF THE BOARD

The Board of Directors has constituted the following committees with adequatedelegation of powers to discharge day to day affairs of the Company as well as to meet theexigencies of the business of the Company.

Audit Committee

Terms of reference of committee

The terms of reference of the Audit Committee are as per the guidelines set out in thelisting agreement with the Stock Exchanges read with Section 177 of the Companies Act2013. These broadly include (i) Oversight of the company’s financial reportingprocess (ii) Recommendation for appointment remuneration and terms of appointment ofauditors of the company (iii) Reviewing with the management the annual and quarterlyfinancial statements and auditor’s report thereon before submission to the Board forapproval (iv) Approval or any subsequent modification of transactions of the company withrelated parties (v) Evaluation of internal financial controls and risk management systems(vi) Scrutiny of inter-corporate loans and investments etc.

Composition Name of members and chairperson

The Audit Committee of the Board comprises of two Non-Executive Independent Directorsand one executive director. All the member of the committee are financially literate. Thecomposition of the committee is in the accordance of Section 177 of the Companies Act2013 and Clause 49 of the listing agreement as entered into with the Stock Exchange.

During the year ended 31st March 2015 the Audit Committee met 4(four) times todeliberate on various issues.

The detail of composition of the committee meetings and attendance during the year areas under.

Sr. No. Name of the member Designation Date of meeting and attendance of the member
30.04.2014 04.08.2014 07.11.2014 13.02.2015
1 Mr. R.C. Bansal (independent Director) Chairman Yes Yes Yes Yes
2 Mr. A.K. Ghosh (independent Director) Member Yes Yes Yes Yes
3 Mr. Vikram Ranade (Executive Director) Member Yes Yes Yes Yes

Chief Financial Officer Internal Auditors and partner of Statutory Auditors are alsoinvited to the meeting of the Audit Committee.

Mr. Rakesh Dhody AVP (Corporate Affairs) & Company Secretary of the Company actsas the Secretary of the committee.

Nomination and Remuneration Committee

Terms of reference of committee

1. Formulation of the criteria for determining qualifications positive attributes andIndependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

During the year ended 31st March 2015 the Nomination and Remuneration Committee ofthe company met once on 31.03.2015.

The detail of composition of the committee meeting and attendance during the year areas under.

Sr. No. Name of the member Designation Attendance of the member at the meeting held on31.03.2015
1 Mr. R.C. Bansal (Independent Director) Chairman Yes
2 Mr. A.K. Ghosh (Independent Director) Member Yes
3 Mrs. Nisha Ahuja (Indpendent Director) Member Yes

Mr. Rakesh Dhody AVP (Corporate Affairs) & Company Secretary of the Company actsas the Secretary of the committee.

The Committee’s constitution and term of reference are in compliance with theprovisions of the Section 178 of the Companies Act 2013 and clause 49 of the listingagreement besides other terms as may be referred to by the Board of Director.

Remuneration Policy

The Nomination And Remuneration Committee of the company recommeded to the Board apolicy relating to the remuneration of the directors key managerial personnel and otheremployees which is appended as annexure 3 to the Directors’ Report.

Details of remuneration to all the directors

Sr. No. Name of the Director Category Salary & perquisites (In Rs.) Sitting fees Commission
1 Mr. P.K. Ranade Chairman & Managing Director 7495000 Nil Nil
2 Mr. Vikram Ranade Executive Director 5995000 Nil Nil
3 Mr. Prashant Ranade Executive Director 5995000 Nil Nil
4 Mr. R.C. Bansal Independent Director Nil 140000 Nil
5 Mr. A.K. Ghosh Independent Director Nil 140000 Nil
6 Mrs. Nisha Ahuja Additional Director (Independent) Nil 20000 Nil

The non-executive directors of the company do not have any pecuniary relationship ortransaction with the company except sitting fees for attending meeting of the Board andCommittee.

Details of shares held by the executive and non-executive directors as on 31.03.2015

Sr. No. Name of non-executive director Category No. of shares held
1. Mr. P.K. Ranade Chairman & Managing Director 831708
2. Mr. Vikram Ranade Executive Director 644616
3. Mr. Prashant Ranade Executive Director 644615
4. Mr. R.C. Bansal Independent Director 800
5. Mr. A.K. Ghosh Independent Director Nil
6. Mrs. Nisha Ahuja Independent Director Nil

Stakeholder Grievance Committee

The company has a Stakeholder Grievance Committee at the Board level under thechairmanship of Mr. R.C. Bansal Non-Executive Director of the Company to specificallylook into the redressal of grievances of shareholders.

The Committee’s constitution and term of reference are in compliance with theprovisions of the Companies Act 2013 and clause 49 of the listing agreement.

Composition of the committee is as under:

Sr. No. Name of Member Category Designation
1 Mr. R.C. Bansal Non-executive Chairman
2 Mr. Vikram Ranade Executive Member
3 Mr. Prashant Ranade Executive Member

Mr. Rakesh Dhody AVP (Corporate Affairs) & Company Secretary of the Company actsas the compliance officer.

Detail of the shareholder complaints received complaints resolved and complaintspending are as under:

Particular No.
No. of shareholder complaints received Nil
No. of complaints resolved NA
No. of complaints pending NA

No meeting of the Stakeholder Grievance Committee was held since there was no complaintreceived by the company during the year.

Risk Management Committee

The company has a Risk Management Committee at the Board level for assessment of riskand implementation of plan for risk management.

Composition of the committee is as under:

Sr. No. Name of Member Designation
1 Mr. Vikram Ranade Member
2 Mr. Prashant Ranade Member

4. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the company held a separate meeting on 31.03.2015 without theattendance of non-independent directors and members of management. All the IndependentDirectors were present in such meeting.

The meeting reviewed the-

(i) the performance of non-independent directors and the Board as a whole;

(ii) the performance of the Chairman of the company taking into account the views ofexecutive directors of the company; and

(iii) the quality quantity and timeliness of flow of information between the companymanagement and the Board that is necessary to take the Board to take effectively andreasonably perform their duties.

5. CRITERIA FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The evaluation of Independent Directors was carried out by the entire Board.

The Nomination and Remuneration Committee laid down the following criteria forevaluation of the performance of the directors including Independent Directors and theoverall Board broadly on the basis of below mentioned criteria:

The performance of Independent Directors shall be evaluated by assigning rating on eachparameter.

The rating scale is as under:

Scale Performance
5 Exceptionally good
4 Good
3 Satisfactory
2 Needs Improvement
1 Unacceptable

Parameters are:

1. Compliance with Article of Association Companies Act and other Laws.

2. Compliance with ethical standard & code of conduct of company.

3. Rendering independent unbiased opinion.

4. Attendance & presence in meetings of Board & committees.

5. Attendance & presence in general meetings.

6. Leadership qualities.

7. Qualifications

8. Disclosure of non-independence.

9. Independent view on key appointments & strategy formulation.

ADVANCE METERING TECHNOLOGY LTD

10. Objective evaluation of Board's performance

11. Review of integrity of financial information & risk management

12. Safeguard of stakeholders' interests

13. Determination of level of remuneration of KMPs

14. Updation of skills and knowledge

15. Punctuality

16. Information regarding external environment

17. Raising of concerns to the Board

18. Safeguarding interest of whistle-blowers under vigil mechanism

19. Reporting of frauds violation etc.

20. Team work attributes

21. Safeguard of confidential information

6. FAMILIARIZATION PROGRAMME

The Company has specified a programme to familiarize the Independent Directors with thecompany their roles rights responsibilities in the company nature of the industry inwhich the company operates business model of the company etc.

The Detail of the Familiarization programme is uploaded on the website of the companythe web-link of which is: http://pkrgroup.in/en/CorporateGovernance.php

7. GENERAL BODY MEETING

Sr. No. No. of Date Time Location Special Resolutions
1 1st Annual General Meeting 30.09.2012 9.00 A.M. Hotel Kuber 51-52 K.M. Stone Murthal G. T. Karnal Road District- Sonepat Haryana 1. Amendment of Articles of Association
2 2nd Annual General Meeting 02.08.2013 9.00 A.M. Hotel Kuber 51-52 K.M. Stone Murthal G. T. Karnal Road District- Sonepat Haryana 1.Adoption of clause 29 of other object clause of the Memorandum of Association of the company.
2.Shifting of Registered Office of the company from the " State of Haryana" to the "National Capital Territory of Delhi".
3.Increase in remuneration of Mr. P.K. Ranade.
4.Increase in remuneration of Mr. Vikram Ranade.
5.Increase in remuneration of
Mr. Prashant Ranade.
3 3rd Annual General Meeting 30.09.2014 9.00 A.M. Shiv Farms Palla- Bakhtawarwarpur Road Alipur Delhi-110036

Nil

Pursuant to the provisions of section 108 of the Companies Act 2013 read with Rule 20of the Companies (Management & Administration) Rules 2014 the Company had providedan electronic voting facility to members of the Company in respect of businesses to betransacted at the 3 AGM. The e-voting period commenced on 22nd September 2014 at 10.00A.M. and ended on 24th September 2014 at 6.00 P.M. Mr. Navneet Arora prop. of M/s.Navneet K Arora & Co. Practicing Company Secretaries was appointed as theScrutinizer for scrutinizing the process of electronic and voting by poll in a fair andtransparent manner.

The results of e-voting and poll alongwith poll were posted on the company’swebsite the web-link of which is:- http://www.pkrgroup.in/en/investorsreleases.php.

8. DISCLOSURES:

(1) During the year ended 31 March 2015 the company did not have any materiallysignificant related party transactions that may have potential conflict with the interestsof company at large.

(2) No penalty or strictures have been imposed on the company by the Stock ExchangesSEBI and any other statutory authority.

(3) The Company is committed to adhere to the highest standard of ethical moral andlegal conduct of the business operations. To maintain these standards the Companyencourages its employees who have concerns about suspected misconduct to come forward andexpress these concerns without fear of punishment or unfair treatment.

A Vigil (Whistle Blower) Mechanism provides a channel to the employees and directors toreport to the management concerns about unethical behaviour actual or suspected fraud orviolation of the code of conduct or legal or regulatory requirements incorrect ormisrepresentation of any financial statements or report etc.

No unfair treatment will be meted out to a Whistle blower by virtue of his / her havingreported a Protected Disclosure under this policy.

Adequate safe guards against victimization of the complainants shall be provided.

All Protected Disclosure should be addressed to the Competent Authority of the companyor to the Chairman of the Audit Committee in exceptional cases.

No personnel of the company will be denied access to the Chairman of the AuditCommittee.

The Contact details of the Chairman of the Audit Committee and of the CompetentAuthority of the company are as under:

Mr. R C Bansal

Chairman - Audit Committee of Directors

Advance Metering Technology Limited

Corporate Office -

B-189 Phase - II Noida

District Gautambudh Nagar U.P. Mr. Prashant Ranade Competent Authority AdvanceMetering Technology Limited

Corporate Office -

B-189 Phase - II Noida

District Gautambudh Nagar U.P.

9. DETAILS OF COMPLIANCE WITH MANDATORY REQUIREMENTS AND ADOPTION OF THENON-MANDATORY REQUIREMENTS OF THIS CLAUSE

The company has complied with all the mandatory requirements of clause 49 of thelisting agreement.

10. MEANS OF COMMUNICATION

I. Quarterly results

The quarterly half yearly and annual financial results of the company are sent bye-mail to the Stock Exchanges immediately after these results are approved by the Board.

The Copy of the results are also sent through courier to the Stock Exchanges and alsouploaded on the NEAPS and BSE online site.

ii. Newspaper

The quarterly half yearly and annual financial results of the company are published inall edition of following newspapers

a. The Financial Express

b. Jansatta

iii. Website

The company maintains a functional website www. pkrgroup.in.

The quarterly half yearly and annual financial results of the company and any otherinformation are uploaded on the above website regularly.

Web-link for policy for determination of material subsidiaries and policy for dealingwith related party transactions is as under

http://pkrgroup.in/en/CorporateGovernance.php

11. GENERAL SHAREHOLDER INFORMATION

Annual Date 30th September 2015
General Time 09:00 A.M.
Meeting Venue Roshan Farms Palla-Bakhtawar Pur Road G.T. Karnal Road Delhi-110036

Financial Calendar 2015-16

Financial Year 01st April to 31

March

Results for the quarter ended 30th June 2015 On 08th August 2015
Results for the quarter ended 30th September 2015 On or before 14th November 2015
Results for the quarter ended 31st December 2015 On or before 14th February 2016
Results for the quarter ended 31 March 2016 On or before 30 May 2016

 

Date of book Closure 26th September 2015 to 30th September 2015 (both days inclusive)
Listing on stock exchanges The National Stock Exchange & The BSE Limited
Stock Code  BSE 534612
NSE INE436N01029

Plant Location:

Advance Metering Technology Limited B-189 Noida Phase II Noida - 201305

Registrar and transfer agent

M/s. Alankit Assignment Limited Alankit House 2E/21 Jhandewalan Extension NewDelhi-110055 Tel: 011-4150060-63 Fax: 011-41540064

E-mail: alankit@alankit.com

Contact Person: Mr. J.K. Singla

Share transfer system

Share in physical form are processed by the Registrar and Share Transfer Agent within15 days from the date of receipt if the documents are complete in all respect. TheChairman and Managing Director Executive Directors and the Company Secretary have beenseverally authorized to approve the transfers.

Address for correspondence

Corporate Office:

Advance Metering Technology Limited

B-189 Noida Phase II Noida-201305

Tel: 0120-4531400 4531401

Fax: 0120-4531402

E-mail: corporate@pkrgroup.in

Contact Person: Mr. Rakesh Dhody

Registrar & Transfer Agent M/s. Alankit Assignment Limited

Alankit House 2E/21 Jhandewalan Extension New Delhi-110055

Tel: 011-4150060-63

Fax: 011-41540064

E-mail: alankit@alankit.com

Contact Person: Mr J. K. Singla

Distribution of shareholding as on 31.03.2015

Range of no. of shares No. of shareholders % of Shareholders No. of shares held % of shareholding
From To
1 100 7646 54.66 586243 3.651
101 500 5262 37.62 1344623 8.374
501 1000 527 3.77 434075 2.703
1001 5000 438 3.13 965087 6.01
5001 10000 52 .37 369676 2.302
10001 20000 35 .25 520559 3.242
20001 30000 7 .05 167820 1.045
30001 40000 6 .043 205988 1.283
40001 50000 4 .029 194310 1.21
50001 100000 1 .007 50341 0.314
100001 500000 4 .029 514202 3.202
500001 above 6 .043 10704542 66.664

Category of shareholders as on 31st March 2015:

Category No. of shareholders % of Shareholders No. of shares held % of shareholding
Promoter & promoter group 6 0.042 10158862 63.27
Banks/MFs/FIs 0 0 0 0
Mutual Funds % UTI 0 0 0 0
Banks FIs and central/State Governments 0 0 0 0
Insurance Companies 0 0 0 0
Foreign Investors 0 0 0 0
FIIs 0 0
GDRs 0 0 0 0
NRIs/OCBs 79 0.56 185364 1.154
Corporate 242 1.73 683600 4.257
Others 13661 97.66 5029640 31.323
Total 13988 100 16057466 100.00

Dematerialization of Shares & Liquidity

The Shares of the company are in Compulsory Demat Mode.

No. of shares in Demat mode 15345708 95.57
No. of shares in Physical form 711758 4.43

Details of shares in Unclaimed Suspense Account:

Pursuant to clause 5A (II) of the Listing Agreement three reminders have been sent tothe shareholders of the company on 14th July 2014 03rd November 2014 and 12th March2015 respectively. The Total no. of 170265 shares of the company are lying unclaimedafter three reminders. The Company has opened a demat account in the name and style of"ADVANCE METERING TECHNOLOGY LIMITED - Unclaimed Suspense Account" fordematerialization of the aforesaid unclaimed shares. The company is in the process oftransferring the unclaimed shares in one folio and dematerialization of the same.

Stock Market Data

The monthly high low of price of shares of the company during the financial year are asunder:

2014-15 BSE NSE
Highest Price Lowest Price Volume (No.s) Highest Price Lowest Price Volume Price
April 14 18.50 15.55 18258 17.50 15.20 9286
May 14 19.15 12.25 36486 18.50 12.50 47820
June 14 18.35 14.50 58469 18.55 14.55 29930
July 14 19.89 14.32 65935 19.50 14.90 64200
August 14 15.40 12.35 21218 16.00 12.55 31648
September14 16.78 12.30 53206 16.00 12.30 70362
October 14 18.30 12.00 36236 17.30 11.85 29784
November 14 16.30 12.56 81368 16.25 12.50 112328
December 14 14.80 12.50 19247 14.35 11.65 43799
January 15 19.29 14.00 92664 19.95 12.50 139152
February 15 17.60 13.35 62020 17.80 12.60 140607
March 15 17.80 11.55 90393 18.00 12.50 106935

12. CERTIFICATE FROM CHAIRMAN & MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER

In terms of clause 49(IX) of the listing agreement certificate from Mr. P.K. RanadeChairman & Managing Director and Mr. Ravinder Singh Chief Financial Officer of thecompany was placed before the Board at the meeting held on 05.05.2015 stating that we havereviewed financial statements and the cash flow statement for the year and that to thebest of our knowledge and belief:

(a) 1. these statements do not contain any materially untrue statement or omit anymaterial fact or contain any statements that might be misleading;

2. these statements together present a true and fair view of the company's affairs andare in compliance with existing accounting standards applicable laws and regulations.

(b) There are to the best of our knowledge and belief no transactions entered into bythe company during the year which are fraudulent illegal or violative of the company'scode of conduct.

(c) We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the company pertaining to financial reporting and we have disclosed to theauditors and the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

(d) We have indicated to the auditors and the Audit committee:

1. significant changes in internal control over financial reporting during the year;

2. significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

3. instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in thecompany's internal control system over financial reporting.

13. DECLARATION

Pursuant to clause 49 of the listing agreement as amended from time to time the codeof conduct of the company has been displayed at Company's website www.pkrgroup.in. All themembers of the Board and Senior Management personnel have affirmed compliance with thecode for the year ended 31st March 2015.

For and on Behalf of the Board of Directors
Pranav Kumar Ranade
Place : Noida Chairman and Managing Director
Date : 08th August 2015 DIN-00005359

Annexure '2'

Auditors' Certificate

CORPORATE GOVERNAssNCE COMPLIANCE REPORT

To

The Members

Advance Metering Technology Limited

We have examined the compliance of the conditions of Corporate Governance by AdvanceMetering Technology Limited for the year ended 31st March 2015 as stipulated in Clause49 of the Listing Agreement of the said company with the Stock Exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of themanagement. Our examination was carried out in accordance with the Guidance Note oncertification of Corporate Governance (as stipulated in clause 49 of the ListingAgreement) issued by the Institute of Chartered Accountants of India and was limited tothe procedure and implementation thereof adopted by the Company for ensuring thecompliance of the conditions of the Corporate Governance. It is neither an audit nor anexpression of opinion on the financial statements of company.

In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company was complied with the conditions of the CorporateGovernance as stipulated in the above-mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency of effectiveness with which the Management hasconducted the affairs of the Company.

For and on behalf of
S. S. Kothari Mehta & Co.
Chartered Accountants
(Firm Registration No. 000756N)
Krishan Kant Tulshan
Place: Noida Partner
Date : 06th August 2015 Membership No: 85033

Annexure '3’

Nomination and Remuneration Policy

1. Background

1.1 The objective of Nomination and Remuneration Policy is to ensure rationale andobjectivity in the remuneration of the Directors Senior Management & employees of theCompany.

1.2 The Policy also intends to bring in a pragmatic methodology in screening ofcandidates who may be recommended to the position of Directors and senior management andto establish effective evaluation criteria to evaluate the performance of every Directorand the overall Board of the Company.

1.3 The Policy also serves as a guiding principle to ensure good Corporate Governanceas well as to provide sustainability to the Board of Directors of the Company.

2. Framework

2.1 The requirement of formulating a Nomination and Remuneration Policy stems out fromthe provisions of the Companies Act 2013 including any statutory modification(s) orre-enactment(s) thereof for the time being in force and from the clause 49 of the listingagreement entered into with the Stock Exchanges.

2.2 Any other Law and Statute as may be applicable for the time being in force.

3. Objective

3.1 To identify suitable persons interview them if necessary and recommend them assuitable candidates to fill up vacancies on the Board or augment the Board and SeniorManagement.

3.2 To ensure the optimum composition of the Board of Directors ensuring a mix ofknowledge experience and expertise from diversified fields of knowledge.

3.3 To lay down criteria for the evaluation of the Board.

3.4 To formulate a criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a Policy thereon.

3.5 To formulate criteria for evaluation of Directors.

4. Eligibility Criteria for recommending a candidate to be appointed on theBoard of Directors.

The Nomination and Remuneration Committee may consider the following parameters whileconsidering the credentials of potential candidates for Directorship in the Company.

4.1 Educational Qualification:

• Possess any Graduation/ Post Graduation/ M. Phil / Doctorate

• Possess any other Professional Qualification / Degree/ Diploma

4.2 Experience / Expertise

• To possess appropriate skills experience and knowledge in one or more fields offinance law management sales marketing administration research corporategovernance technical operations or other disciplines related to the Company's business.

4.3 Disqualifications

• The Candidate should not be of unsound mind.

• The Candidate should not be an undischarged insolvent.

• The Candidate must not have applied to be adjudicated as an insolvent and hisapplication must not be pending.

• The Candidate must not have been convicted by a Court of any offence whetherinvolving moral turpitude or otherwise and sentenced in respect thereof to imprisonmentfor not less than six (6) months.

• There must not be any order passed by Court or Tribunal disqualifying a personto be appointed as a Director.

• There should not be any calls in respect of any shares of the Company held byhim whether alone or jointly with others and six months must not have elapsed from thelast date fixed for the payment of the call.

• The Candidate must not have been convicted of the offence dealing with relatedparty transactions under Section 188 of the Companies Act 2013 at any time during thelast preceding five (5) years.

• The Candidate must be holding his Director Identification Number (DIN).

• The Candidate is not or has not been a Director of a Company which has not filedFinancial Statements or Annual Returns for any continuous three (3) financial years.

• The Candidate is not or has not been a Director of the Company which has failedto repay the deposits accepted by it or pay interest thereon or to redeem any debentureson the due date or pay interest due thereon or pay any dividend declared and such failureto pay or redeem continues for one year or more.

• The Candidate should not have been found guilty of any offence consisting ofviolation of Rules/ Regulations/ Legislative requirements by Customs/ Excise/ Income TaxAuthority/ Foreign Exchange/ Other Revenue Authorities.

4.4 Other Eligibility Criteria

• Each director must be an individual of high personal and professional integrityand ethical character.

• The candidate should have exhibited behavior that indicates he or she iscommitted to the highest ethical standards.

• The candidate should not deprive the Company of any opportunity that belongs tothe Company.

• He should not be in a position of diverting the corporate opportunity for ownbenefits or to others to the detriment of the Company.

• The candidate must not at any time compete with the company in respect of anybusiness transaction.

• Each director must possess the ability to exercise sound business judgment on abroad range of issues.

• The candidate has achieved prominence in his or her business governmental orprofessional activities and has built a reputation that demonstrates the ability to makethe kind of important and sensitive judgments that the Board is called upon to make.

• The Nomination and Remuneration Committee must be satisfied that the candidatewill effectively consistently and appropriately take into account and balance thelegitimate interests and concerns of all of the Company's shareholders and otherstakeholders in reaching decisions rather than advancing the interests of a particularconstituency.

• The Nomination and Remuneration Committee must satisfy itself that the candidatewill be able to devote sufficient time and energy to the performance of his or her dutiesas a Director.

4.5 Fit and Proper Criteria.

The Nomination and Remuneration Committee shall undertake a process of Due Diligencebased on the criteria of qualifications technical expertise track record integrity etc.The basic objective of ascertaining the fit and proper criteria shall be to put in placean internal supervisory process on a continuing basis and to determine the suitability ofthe person for appointment / continuing to hold appointment as a Director on the Board ofthe Company.

The Committee shall undertake such Due Diligence exercise at the time of appointment aswell as the time of renewal of the Directorships of the incumbent.

4.6 Criteria For Independence - For Directors to be appointed as Independent Directoron Board of the Company

An independent director in relation to a company means a director other than amanaging director or a whole-time director or a nominee director-

(a) who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

(b) (i) who is or was not a promoter of the company or its holding subsidiary orassociate company;

(ii) who is not related to promoters or directors in the company its holdingsubsidiary or associate company;

(c) who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

(d) none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent. or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

(e) who neither himself nor any of his relatives-

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent. or more of thegross turnover of such firm;

(iii) holds together with his relatives two per cent. or more of the total voting powerof the company; or

(iv) is a Chief Executive or director by whatever name called of any nonprofitorganisation that receives twenty-five per cent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent. or more of the total voting power of the company; or

(f) who possesses such other qualifications as may be prescribed.

Explanation.-For the purposes of this section "nominee director" means adirector nominated by any financial institution in pursuance of the provisions of any lawfor the time being in force or of any agreement or appointed by any Government or anyother person to represent its interests.

5. Remuneration Policy

I. Board Level Remuneration Structure

1. For Executive Directors (MD and Whole-Time Director) - The remuneration willbe paid as approved from time to time subject to the approval of the Board andShareholders as the case may be and as per the applicable provisions of Companies Act2013 and under any other Act/ Rules/ Regulations for the time being in force.

2. In case of Non-Executive / Independent Directors

(i) Sitting Fees - The Non-Executive/Independent Directors shall be paid sitting feesfor attending each meeting of the Board and various Committee/s of Directors. The SittingFees may be determined/revised by the Board of Directors from time to time subject to theoverall limits as prescribed under the applicable provisions of the Companies Act 2013.

Presently Sitting Fees for the Non-Executive/Independent Director is Rs. 10000/- forattending each Meeting of the Board or of any Committee.

II. Other then Board Level

Apart from the directors the remuneration of-

- All the Other KMPs such as the company secretary or any other officer that may beprescribed under the statute from time to time; and

- "Senior Management" of the Company defined in the clause 49 of the ListingAgreement with the Stock Exchanges i.e. personnel who are members of its core managementteam excluding the Board of Directors. Senior executives one level below the Board i.e.President Cadre shall be determined by the Human Resources Department of the Company inconsultation with the Managing Director by considering his/her qualification skillsexperience and the relevant policy of the Company.

The remuneration determined for all the above said KMPs and the Senior Personnel shallbe in line with the Company's philosophy to provide fair compensation to key - executiveofficers based on their performance and contribution to the Company and to provideincentives that attract and retain key executives instill a long-term commitment to theCompany and develop a pride and sense of Company ownership all in a manner consistentwith shareholder interests.

Decisions on Annual Increments of above said KMPs and the Senior Personnel shall bedecided by the Human Resources Department in consultation with the Managing Director.

6. Monitoring and Evaluation

The Nomination and Remuneration Committee shall evaluate the performance of theDirectors and the overall Board broadly on the basis of below mentioned criteria:

• Whether the Directors / Board have acted in accordance with the provisions ofthe Articles of Association of the Company.

• The Committee shall assemble all information regarding a candidate's backgroundand qualifications to determine if the candidate possesses or satisfies the minimum skillsand qualifications that a director must possess.

• The Committee shall evaluate a candidate's mix of skills and qualifications anddetermine the contribution the candidate could be expected to make to the overallfunctioning of the Board.

•The Committee shall give due consideration to the overall Board balance ofdiversity of perspectives backgrounds and experiences.

• With respect to current directors the Committee shall consider past attendanceat meetings and assess the participation in and contributions to the activities of theBoard.

• Whether the Directors / Board have acted in good faith in order to promote theobjects of the Company for the benefit of its members as a whole and in the bestinterests of the Company its employees the shareholders the Community and for theprotection of environment.

• Whether the Director / Board has exercised their duties with due and reasonablecare skill and diligence and whether the Director / Board have exercised independentjudgment.

• Whether the Director / Board have involved in a situation in which he / they mayhave a direct or indirect interest that conflicts or possibly may conflict with theinterest of the Company.

• The Committee shall recommend director to the Board based on its assessment ofoverall suitability to serve on the Board in accordance with this Policy.

7. Board Diversity

• The Nomination and remuneration Committee shall ensure that the Board comprisesof Directors from diversified fields of knowledge and experience.

• The Board should have Directors who can add professionalism and objectivity inthe decision making process.

• The overall Board should reflect representatives from areas like finance lawaccountancy economics administration and other disciplines concerning the operationalinterests of the Company at large.

CRITERIA FOR EVALUATION OF PERFORMANCE OF INDEPENDENT DIRECTORS OF THE COMPANY

The performance of independent directors shall be evaluated by assigning rating on eachparameter.

The rating scale is as under:

Scale Performance

5 Exceptionally good

4 Good

3 Satisfactory

2 Needs Improvement

1 Unacceptable

Parameters are:

1. Compliance with Article of Association Companies Act and other Laws.

2. Compliance with ethical standard & code of conduct of company.

3. Rendering independent unbiased opinion.

4. Attendance & presence in meetings of Board & committees.

5. Attendance & presence in general meetings.

6. Leadership qualities.

7. Qualifications

8. Disclosure of non-independence.

9. Independent view on key appointments & strategy formulation.

10. Objective evaluation of Board's performance

11. Review of integrity of financial information & risk management

12. Safeguard of stakeholders' interests

13. Determination of level of remuneration of KMPs

14. Updation of skills and knowledge

15. Punctuality

16. Information regarding external environment

17. Raising of concerns to the Board

18. Safeguarding interest of whistle-blowers under vigil mechanism

19. Reporting of frauds violation etc.

20. Team work attributes

21. Safeguard of confidential information

Annexure 4

Particulars of Employees

Information as per Rule 5(1) of Chapter XIII Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014

REMUNERATION PAID TO WHOLE TIME DIRECTOR

Name of the Director Category Remuneration in F.Y. 2014-15 (in Lac) Remuneration in F.Y. 2013-14 (in Lac) % Increase in Remuneration in 2015 as compared to 2014 Excluding WTD* Ratio of Remuneration to MRE** Including WTD* Ratio Remuneration to MRE** Ratio of Remuneration to Revenue (F.Y. 2014-15)
Mr. P.K. Ranade Chairman & Managing Director 74.95 59.17 26.67 82.79 82.26 0.03
Mr. Vikram Ranade Executive Director 59.95 54.15 10.71 66.22 65.80 0.02
Mr. Prashant Ranade Executive Director 59.95 54.15 10.71 66.22 65.80 0.02

*WTD- Whole Time Director

**MRE- Median Remuneration of employee

REMUNERATION PAID TO INDEPENDENT DIRECTORS

No remuneration except sitting fees was paid to Independent Directors of the Company.

REMUNERATION OF OTHER KEY MANAGERIAL PERSONNEL

Name of the Director Category Remuneration in F.Y. 2014-15 (in Lac) Remuneration in F.Y. 2013-14 (in Lac) % Increase in Remuneration in 2015 as compared to 2014 Excluding WTD* Ratio of Remuneration (3) MRE Including WTD* Ratio Remuneration (3) MRE Ratio of Remuneration to Revenue (3) (F.Y. 2014-15)
Mr. Rakesh Dhody AVP (Corporate Affairs) & Company Secretary 24.84 16.56 Nil 27.44 27.27 0.01
Mr. Ravinder Singh Chief Financial Officer 31.79 Nil Nil 38.32 38.07 0.01

(1) For the period from 02.08.2013 to 31.03.2014 for Financial year 2013-14 and for theperiod from 01.04.2014 to 31.03.2015 for financial year 2014-15.

(2) Appointed as Chief Financial Officer w.e.f. 30.04.2014 accordingly calculation isdone for the period from 30.04.2014 to 31.03.2015.

(3) Based on annualised salary

The median remuneration of the employee (MRE) excluding Whole Time Directors (WTDs)during the financial year 2013-14 and financial year 2014-15 was Rs. 60365/- and Rs.90531/- respectively. There was increase of 49.97% in the median remuneration of theemployee (MRE) excluding Whole Time Directors (WTDs) during the financial year 2014-15over the financial year 2013-14.

The median remuneration of the employee (MRE) including Whole Time Directors (WTDs)during the financial year 2013-14 and financial year 2014-15 was Rs. 61148/- and Rs.91109/- respectively. There was increase of 49% in the median remuneration of theemployee (MRE) including Whole Time Directors (WTDs) during the financial year 2014-15over the financial year 2013-14.

The number of permanent employees on the roll of the company as of March 31 2015 was221.

The revenue growth during the financial year 2014-15 over the financial year 2013-14was 32.78% and net loss reduces by 59.33%. During the financial year 2014-15 there wasaggregate change of 12.02% in the remuneration of employees excluding WTDs over thefinancial year 2013-14 due to increase in no. of employees.

There was no change in the remuneration of key managerial personnel other than WTDs.Accordingly aggregate increase in the remuneration of WTDs during the financial year2014-15 over the financial year 2013-14 was 16.33. This is based on recommendation ofremuneration committee and the approval of shareholders of the company by way of specialresolution passed at their 2 Annual General Meeting held on 02.08.2013 and subsequentlysanctioned by the Central Government.

The remuneration of the key managerial personnel has only fixed component. Other thanfixed component the Company has not paid any remuneration by way of bonus or commissionetc.

Market capitalization and price earnings ratio

Particular Financial Year 2014-15 Financial Year 2013-14
Market Capitalization* 220790157.5 289837261.3
Price Earning Ratio -3.97 -2.12

*Market capitalization is calculated by multiplying the market price of thecompany’s share at the closing date of the financial year at the stock exchange inwhich the highest trading volume in respect of the equity shares with the totaloutstanding shares of the company at the end of financial year.

The total remuneration on annualized basis of key managerial personnel of the companyas a percentage of revenue of the financial year 2014-15 was 9..54%.

During the financial year 2014-15 no employee received remuneration in excess of thehighest paid director.

The company was formed upon demerger of EON Electric Limited. EON Electric Limited waslisted on the BSE and NSE accordingly in terms of scheme of arrangement the company wasalso listed on the both the above stock exchanges without going through any IPO. TheCompany has not came out with any public offer till date.

Annexure 5

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN as on financial year ended on 31st March 2015

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management & Administration ) Rules 2014.

I. REGISTRATION AND OTHER DETAILS:

I) CIN:- L31401DL2011PLC271394
ii) Registartion Date 07/02/2011
iii) Name of the Company Advance Metering Technology Limited
iv) Category/ Sub-category of the company Indian Non-government company limited by shares
v) Address of the Registered office and contact details 207 Modi Tower 98 Nehru Place New Delhi -110019
vi) Whether listed company (Yes/No) Yes
vii) Name Address and contact details of Registrar and Transfer Agent if any Alankit Assignment Limited Alankit House 2E/21 Jhandewalan Extension New Delhi-110055

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

SL No Name & Description of main products/services NIC Code of the Product /service % to total turnover of the company
1 Manufacture of Energy Meters 2651 47.50
2 Power Generation 3510 47.76

III PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

Sl No Name & Address of the Company CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % SHARES HELD APPLICABLE SECTION
1 PKR Energy Limited 11 Ishwar Nagar Mathura Road New Delhi-110065 U28910DL2007PLC170333 Wholly Owned Subsidiary 100.00% 2(87)(ii)
2 Global Power and Trading (GPAT) PTE. Ltd Singapore .N.A. Subsidiary 86.95% 2(87)(ii)
3 Advance Power and Trading GmbH Germany N.A. Wholly Owned Subsidiary 100.00% 2(87)(ii)

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoter
(1) Indian
a) Individual/HUF 3217016 0 3217016 20.03 3217016 0 3217016 20.03 0.00
b) Central Govt. 0 0 0 0 0 0 0 0 0.00
c) State Govt. 0 0 0 0 0.00
d) Bodies Corporate 6141846 0 6141846 38.25 6941846 0 6941846 43.23 4.98
e) Banks/ FI 0 0 0 0 0.00
f) Any other 0 0 0 0 0.00
Sub-total (A) (1):- 9358862 0 9358862 58.28 10158862 0 10158862 63.27 4.98
(2) Foreign
a) NRIs-Individual 0 0 0 0 0 0 0 0 0.00
b) Other individuals 0 0 0 0 0 0 0 0 0.00
d) Bodies Corporate 0 0 0 0 0 0 0 0 0.00
e) Banks/ FI 0 0 0 0 0 0 0 0 0.00
f) Any other 0 0 0 0 0 0 0 0 0.00
Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0.00
Total shareholding of promoter (A)=(A)(1)+(A)(2) 9358862 0 9358862 58.28 10158862 0 10158862 63.27 4.98
B. Public Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0.00
b) Banks/FI 0 0 0 0 0 0 0 0 0.00
c) Central Govt. 0 0 0 0 0 0 0 0 0.00
d) State Govt. 0 0 0 0 0 0 0 0 0.00
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0.00
f) Insurance Companies 0 0 0 0 0 0 0 0 0.00
g) FIIs 0 0 0 0 0 0 0 0 0.00
h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0.00
i) Other (Specify) 0 0 0 0 0 0 0 0 0.00
Sub-total (B) (1):- 0 0 0 0 0 0 0 0 0.00
2. Non- Institutions
a) Bodies Corporates
i. Indian 703818 900 704718 4.39 682700 900 683600 4.26 -0.13
ii. Overseas 0 0 0 0 0.00
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 Lakh 3037528 726288 3763816 23.44 3006044 710358 3716402 23.14 -0.30
ii) Individual shareholders holding nominal share capitalin excess of Rs. 1 Lakh 2052734 0 2052734 12.78 1313238 0 1313238 8.18 -4.61
c) Other (Specify)
Non-Resident Indian 176836 500 177336 1.10 184864 500 185364 1.15 0.05
Sub-total (B) (2):- 5970916 727688 6698604 41.72 5186846 711758 5898604 36.73 -4.98
Total public shareholding (B)=(B)(1)+(B)(2) 5970916 727688 6698604 41.72 5186846 711758 5898604 36.73 -4.98
C. shares held by custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 15329778 727688 16057466 100 15345708 711758 16057466 100

(ii) SHARE HOLDING OF PROMOTERS

Sl. No. Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in share holding during the year
NO of shares % of total shares of the company % of shares pledged encumbered to total shares No. of shares % of total shares of the company % of shares pledged encumbered to total shares
1 P K Ranade (HUF) 4320 0.03 0 4320 0.03 0 0.00
2 Pranav Kumar Ranade 831708 5.18 0 831708 5.18 0 0.00
3 Ameeta Ranade 1091757 6.80 0 1091757 6.80 0 0.00
4 Vikram Ranade 644616 4.01 0 644616 4.01 0 0.00
5 Prashant Ranade 644615 4.01 0 644615 4.01 0 0.00
6 PKR Hitech Industrial Corporation LLP 6141846 38.25 0 6941846 43.23 0 4.98
Total 9358862 58.28 0 10158862 63.27 0 4.98

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Sl. No. Share holding at the beginning of the Year Change in the share holding Cumulative Share holding during the year
No. of Shares % of total shares of the company No. of Shares increased/ (decreased) Date of such increased (decreased) Reason for such increased (decreased) No of shares % of total shares of the company
PKR Hitech Industrial Corporation LLP 6141846 38.25 800000 18- July-2014 Transfer 6941846 43.23
P K Ranade (HUF) 4320 0.03 No change 4320 0.03
Pranav Kumar Ranade 831708 5.18 No change 831708 5.18
Ameeta Ranade 1091757 6.80 No change 1091757 6.80
Vikram Ranade 644616 4.01 No change 644616 4.01
Prashant Ranade 644615 4.01 No change 644615 4.01

(iv) Shareholding pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs)

Sl. No. Share holding at the beginning of the Year Change in the share holding Cumulative Share holding
No. of Shares % of total shares of the company No. of Shares increased/ (decreased) Date of such increased (decreased) Reason for such increased (decreased) No of shares % of total shares of the company
1 Ashish Dhawan 1350000 8.41 (800000) 18-Jul-14 Sale 550000 3.43
2 Bhavesh Dhireshbhai Shah 155839 0.97 No change 155839 0.97
3 M to M Traders Pvt. Ltd. 150000 0.93 (150000) 30-Jun-14 Sale - 0.00
4 Seema Pariwal 107149 0.67 No Change 107149 0.67
5 Isha Securities Limited 101214 0.63 (101214) 23-May-14 Sale - 0.00
101214 31-Mar-15 Purchase 101214 0.63
6 Religare Finvest Limited 96556 0.60 (19798) 30-May-14 Sale 76758 0.48
(59358) 21-Nov-14 Sale 17400 0.11
(17400) 19-Dec-14 Sale - 0.00
17589 27-Mar-15 Purchase 17589 0.1
7 Vijay Hotani 64500 0.40 (500) 30 -May-14 Sale 64000 0.40
(1019) 09- July-14 Sale 62981 0.39
(201) 18-July-14 Sale 62780 0.39
(1000) 01-Aug-14 Sale 61780 0.38
(2153) 15-Aug-14 Sale 59627 0.37
(771) 21-Aug-14 Sale 58856 0.37
(1000) 05- Sep-14 Sale 57856 0.36
(1000) 25-Sep-14 Sale 56856 0.35
(1500) 31-Oct-14 Sale 55356 0.34
(1200) 07-Nov-14 Sale 54156 0.34
(1400) 14-Nov-14 Sale 52756 0.33
(700) 21-Nov-14 Sale 52056 0.32
(200) 05-Dec-14 Sale 51856 0.32
(2200) 12-Dec-14 Sale 49656 0.31
(3000) 19-Dec-14 Sale 46656 0.29
(4000) 31-Dec-14 Sale 42656 0.27
(1200) 02-Jan-15 Sale 41456 0.26
(2700) 09-Jan-15 Sale 38756 0.24
(600) 16-Jan-15 Sale 38156 0.24
(500) 06-Feb-15 Sale 37656 0.23
(500) 27-Feb-15 Sale 37156 0.23
(500) 13-Mar-15 Sale 36656 0.23
(1500) 27-Mar-15 Sale 35156 0.22
(200) 31-Mar-15 Sale 34956 0.22
8 Ravi Saxena 50000 0.31 No Change 50000 0.31
9 Madan Bhagchand Melwani 49910 0.31 No Change 49910 0.31
10 Varsha Bhavesh Shah 46657 0.29 3684 12-Dec-14 Purchase 50341 0.31

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Share holding at the beginning of the Year Change in the share holding Cumulative Share holding during the year
No. of Shares % of total shares of the company No. of Shares increased/ (decreased) Date of such increased (decreased) Reason for such increased (decreased) No of shares % of total shares of the company
Pranav Kumar Ranade 831708 5.18 No Change 831708 5.18
Vikram Ranade 644616 4.01 No Change 644616 4.01
Prashant Ranade 644615 4.01 No Change 644615 4.01
Ramesh Chander Bansal 800 0.00 No Change 800 0.00

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

(Rs. in Lacs)
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
I) Principal Amount - 421946780 - 421946780
ii) Interest due but not paid - - - -
iii) Interest accured but not due - 855260 - 855260
Total (i+ii+iii) 422802040 - 422802040
Change in Indebtedness during the financial year
Addition 1349278 38704385 - 40053663
Reduction 3791707 - 3791707
Net Change 1349278 34912678 - 36261956
Indebtedness at the end of the financial year
I) Principal Amount 1349278 456859458 - 458208736
ii) Interest due but not paid - - - -
iii) Interest accured but not due - - - -
Total (i+ii+iii) 1349278 456859458 - 458208736

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole Time Director and/or Manager:

Sl. No Particulars of Remuneration Name of the MD/WTD/Manager Total Amount
P.K. Ranade Vikram Ranade Prashant Ranade
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 7480000 5980000 5980000 19440000
(b) Value of perquisites u/s 17(2) of the Income-tax Act 1961 - - - -
(c) Profits in lieu of salary under section 17(3) Income tax Act 1961 - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission
- as % of profit - - - -
- other specify - - - -
5 Others please specify
Total (A) 7480000 5980000 5980000 19440000
Ceiling as per the Act* 7500000 6000000 6000000 19500000

* ceiling mentioned above are as per the sanction of Central Governement for payment ofremuneration in the case of no profits.

B. Remuneration to other directors:

Independent Director

Particulars of Remuneration Name of the Independent Director
R.C. Bansal A.K. Ghosh G.B. Rao* Nisha Ahuja** Total Amount
• Fee for attending board / committee meeting 140000 140000 - 20000 300000
• Commission - - - - -
• Others please specify - - - - -
Total (1) 140000 140000 - 20000 300000

* Ceased to be director w.e.f. 30.09.2014

** Appointed as additonal director as on 07.11.2014.

Other Non-Executive Director

Particulars of RemunerationName of the Independent Director
Other Non-Executive Directors N.A. N.A. N.A. N.A. N.A.
• Fee for attending board / committee meeting
• Commission
• Others please specify
Total (2) 0 0 0 0 0
Total (B)=(1+2) 140000 140000 - 20000 300000
Total Managerial Remuneration* 7480000 5980000 - 5980000 19440000
Overall ceiling as per the act**

*Total Managerial Remuneration is the total of A and B except the siiting fees paid tothe directors

**As the company has not paid any remuneration to the non-executive directors exceptsitting fess. Therefore the overall ceiling as per the act will remain same as approved bythe central government.

Note:-

Ceiling as per the act for payment of sitting fees to non-executive directors is Rs.100000/- Per Meeting.

C. Remuneration to Key Managerial Personnel other than Managing Director Whole-timeDirectors and/or Manager

Sl. No. Particulars of Remuneration Key Managerial Personnel
Rakesh Dhody AVP Corporate Affairs (Company Secretary) Ravinder Singh Chief Financial Officer Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 1985724 2890896 4876620
(b) Value of perquisites u/s 17(2) of the Income-tax Act 1961 32400 40497 72897
(c) Profits in lieu of salary undrr section 17(3) Income tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission
- as % of profit - - -
- other specify - - -
5 Others please specify - - -
Total 2018124 2931393 4949517

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty/Punishment/ Compounding fees imposed Authority (RD/NCLT/Court) Appeall made if any (give details)
Penalty N.A. N.A. N.A. N.A. N.A.
Punishment N.A. N.A. N.A. N.A. N.A.
Compouding N.A. N.A. N.A. N.A. N.A.
OTHER OFFICERS IN DEFAULT
Penalty N.A. N.A. N.A. N.A. N.A.
Punishment N.A. N.A. N.A. N.A. N.A.
Compouding N.A. N.A. N.A. N.A. N.A.

Annexure 6

Form AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies(Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany withrelated parties referred to in sub-section (1) of section 188 of the CompaniesAct 2013 includingcertain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value if any
(e) Justification for entering into such contracts or arrangements or transactions
(f) date(s) of approval by the Board
(g) Amount paid as advances if any:
(h) Date on which the special resolution was passed in general meeting as required under first proviso tosection 188

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis

(A) (a) Name(s) of the related party and nature of relationship R.S. Infosystems Private Limited
(b) Nature of contracts/arrangements/transactions Leasing of office space on rent
(c) Duration of the contracts / arrangements/transactions for a period of 11 months
(d) Salient terms of the contracts or arrangements or transactions including the value if any: Granting of office space of 400 Sq. feet at the company’s premise at B-189 Phase-II Noida-201305 to M/s. R.S. Infosystems Private Limited for use as its Corporate Office on rent of Rs. 5000/- per month for a period of 11 months starting from 1st February 2015
(e) Date(s) of approval by the Board if any: 07.11.2014
(f) Amount paid as advances if any: Nil
(B) (a) Name(s) of the related party and nature of relationship Global Power and Trading (GPAT) Pte. Ltd. Singapore
(b) Nature of contracts/arrangements/transactions Purchase of materials
(c) Duration of the contracts / arrangements/transactions for a period of 1 year
(d) Salient terms of the contracts or arrangements or transactions including the value if any: purchase of material of value not exceeding Rs. 10000000/- (Rupees One Crore)
(e) Date(s) of approval by the Board if any: N.A.
(f) Amount paid as advances if any: Nil
(C) (a) Name(s) of the related party and nature of relationship R.S. Infosystems Private Limited
(b) Nature of contracts/arrangements/transactions To sell products and provide services
(c) Duration of the contracts / arrangements/transactions for a period of 1 year
(d) Salient terms of the contracts or arrangements or transactions including the value if any selling of goods and providing services of value not exceeding Rs. 10000000/- (Rupees One Crore)
(e) Date(s) of approval by the Board if any: N.A.
(f) Amount paid as advances if any: Nil

 

For and on Behalf of the Board of Directors
Pranav Kumar Ranade
Place : Noida Chairman and Managing Director
Date : 08 August 2015 DIN-00005359

ANNEXURE 7.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO

(A) CONSERVATION OF ENERGY

Conservation of energy has been constantly emphasized at every possible area. Variousavenues are continuously explored at periodical intervals and after analysis measures arebeing implemented to minimise the consumption of energy. During the year under review thefollowing measures were initiated/ adopted for conservation of energy.

1. Non conventional energy resources were tapped for minimising energy usage forlighting. For this the company has installed a 45 KW solar plant which caters to most ofthe lighting needs of the office premises.

2. The company has replaced all conventional lighting systems in it’s officepremises and plant with LED lighting thereby reducing the overall lighting load demand bymore than half.

3. Water conservation measures by rain water harvesting resulting in reduction inpumping extracting or direct water buying.

4. The meter manufacturing plant has been designed to use day light to reduceelectricity consumption for illumination during day time.

(B) TECHNOLOGY ABSORPTION

The research and development activities are mainly carried out in the Meter division.As a result of the R&D activities the company has been able to develop highlytechnically advanced meters with improved quality and reliability. This activity of theR&D division is an ongoing process in the company. The expenses incurred on R&Dactivity forms a part of the meter division and as it cannot be ascertained separately.

FOREIGN EXCHANGE EARININGS AND OUTGO DURING THE YEAR

a. Total Foreign exchange earned in terms of actual inflows NIL
b. Total Foreign exchange outgo in terms of actual outflows Rs. 28780855/-

Annexure 8

Secretarial Audit Report

[For the Financial Year ended on 31st March 2015]

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and

Remuneration of Managerial Personnel) Rules 2014]

To

The Members

ADVANCE METERING TECHNOLOGY LIMITED

Regd. Office: 207 Modi Tower 98 Nehru Place New Delhi- 110019

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ADVANCE METERING TECHNOLOGYLIMITED (hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts / statutorycompliances and expressing our opinion there on.

Based on our verification of the books papers minute books forms and returns filedand other records maintained by the

Company and also the information provided by the Company its officers agents andauthorized representatives during the conduct of secretarial audit we hereby report thatin our opinion the Company has during the audit period covering the financial year endedon 31st March 2015 complied with the statutory provisions listed hereunder and alsothat the Company has proper Board - Processes and Compliance -Mechanism in place to theextent in the manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the period ended on 31st March 2015 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the Rules made thereunder

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under and The Securities Contracts (Regulation) Rules 1957.

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act 1992 (‘SEBI Act’) : viz.:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009. No Transaction was held during the financial year hencenot applicable to the Company during the audit period;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 notified on 28 October 2014; NoTransaction was held during the financial year hence not applicable to the Company duringthe audit period;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; No Transaction was held during the financial year hence notapplicable to the Company during the audit period;

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;The Company was not involved in the activities relating to Registrar to an issue and notacting as Share Transfer Agent hence not applicable to the Company during the auditperiod.

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; No Transaction was held during the financial year hence not applicable to theCompany during the audit period; and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; No Transaction was held during the financial year hence not applicable to theCompany during the audit period;

(vi) And compliance system prevailing in the company in regard to Labour Environment& Other industry specific following applicable Acts / Laws for which Secretarial Auditwas conducted as an overview test check basis and was generally based / relied upon on thedocuments provided to us management confirmation certificate & other audit report andcertificate given by other professionals:

a. Factories Act 1948.

b. Contract Labour (Regulation and Abolition) Act 1970

c. The Industrial (Development and Regulation) Act 1951.

d. Minimum Wages Act 1948 & Minimum Wages ( Central) Rules 1950

e. The Employees Provident Fund & Miscellaneous provisions Act 1952 & TheEmployees Deposit-Linked Insurance Scheme 1976 and Employees Provident Fund Scheme 1952

f. The Employees State Insurance Act 1948 and The Employees State Insurance (General)Regulation 1950 and The Employees State Insurance Rules 1950

g. The Payment of Bonus Act 1965 and the Payment of Bonus Rules. 1975

h. The Payment of Gratuity Act 1972 and The Payment of Gratuity ( Central) Rules 1972

i. Industrial Dispute Act 1947.

j. The Employees Compensation Act 1923 & The Workmen’s Compensation Rules1924

k. The Sexual Harassment of Women at Work Place (Prevention Prohibition and Redressal)Act 2013 read with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Rules 2013

l. The Maternity Benefit Act 1961 and The Maternity Benefit Rules 1963

m. Environment (Protection) Act 1986 read with The Environment (Protection) Rules 1986& Hazardous Waste (Management Handling & Transboundry Movement) Rules 2008 andother Environment Laws.

n. The Legal Metrology Act 2009 & The Legal Metrology (Packaged Commodities)Rules 2011 We have not examined compliance by the Company with:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India asthey had not been notified by the Central Government during the audit period.

(ii) Applicable financial laws like direct and indirect tax laws since the same havebeen subject to review by statutory financial audit and other designated professionals

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. as mentioned above.

We further report that:

1) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

2) Adequate notice is given to all directors to schedule the Board Meetings atleastseven days in advance and agenda and detailed notes on agenda were also sent in advance toall the directors subsequently and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

3) Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

4) There was no prosecution initiated and no fines or penalties were imposed during theyear under review under the Companies Act 2013 Depositories Act and Rules Regulationsand Guidelines framed under these Acts against / on the Company its Directors andOfficers.

5) The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel;

6) The Company has not entered into any transaction during the financial year hencethe provisions of the FEMA 1999 and the Rules and Regulations made under that Act are notapplicable.

We further report that based on the information received and records maintainedthere are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with other applicable lawsrules regulations and guidelines.

We further report that during the audit period there were no instances of:

a) Public / Rights / Preferential Issue of Shares / Sweat Equity.

b) Redemption / Buy-back of Securities.

c) Merger / Amalgamation / Reconstruction etc. and

d) Foreign Technical Collaborations.

For Navneet K Arora & Co.
Company Secretaries
CS Navneet Arora
Place: New Delhi Prop.
Date: 28th July 2015 FCS: 3214 COP: 3005

[Note: This report is to be read with our letter of even date which is annexed as "Annexure-A"and forms an integral part of this report].

Annexure -"A" to the Secretarial Audit Report

To

The Members

ADVANCE METERING TECHNOLOGY LIMITED

Regd. Office: 207 Modi Tower 98 Nehru Place New Delhi- 110019

Our report of even date is to be read along with this letter as under:

1) Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records on ouraudit.

2) We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial Records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3) We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4) Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5) The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6) The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For Navneet K Arora & Co.
Company Secretaries
CS Navneet Arora
Place: New Delhi Prop.
Date: 28th July 2015 FCS: 3214 COP: 3005

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