Your Directors take pleasure in presenting their 6th Annual Report on the Business andOperation of the Company and the accounts for the Financial Year ended 31st March 2017
|Particulars ||Standalone ||Consolidated |
| ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Total Income ||3863.53 ||3011.16 ||3862.77 ||3011.53 |
|Total Expenditure ||4149.00 ||3760.29 ||4161.58 ||3775.47 |
|Profit/Loss before Exceptional and Extraordinary Item and Tax -- ||285.47 ||749.13 ||298.81 ||-763.94 |
|Exceptional Items - Expense / (Income) ||- ||-196.91 ||- ||-196.91 |
|Extraordinary Items (Net) ||0 ||0 ||0 ||0 |
|Profit before Tax (PBT) ||-285.47 ||-552.22 ||-298.81 ||-567.03 |
|Current Tax ||0 ||0 ||0 ||0 |
|Deferred Tax ||0 ||0 ||0 ||0 |
|Profit/Loss for the year ||-285.47 ||-552.22 ||-298.81 ||-567.03 |
STATE OF COMPANY'S AFFAIRS
During the last five years the company has been able to make a mark for itself in theexisting businesses of energy meters energy solutions and solar plants. The revenues ofthe company increased from Rs. 1320.15 lacs in the first of operations to Rs. 3863.53 lacsin the year ended 31st March 2017 an increase of 192.65% in a short span of six years.
In an endeavor to maximize its market share and profits the Company has forayed intothe fields of EPC services for energy sustainability lighting solutions solar PVsolutions Power Management and control. With backward integration the Company has beenable to manage the market trends to its advantage.
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. Thecompany has been able to create a niche for itself in the market for meters and isexpected to maintain the rate of increase this year also.
CORPORATE GOVERNANCE REPORT
Corporate Governance has been an integral part of the way we have been doing ourbusiness since inception. We believe that good Corporate Governance emerges from theapplication for the best and sound management practices and compliance with the lawscoupled with adherence to the highest standards of transparency and business ethics.Report on Corporate Governance is appended as Annexure "I".
AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance. TheReport on Corporate Governance as stipulated under the Regulation 27 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of this Report. of Compliance form Statutory Auditor M/s. S. S. KothariMehta & Co. Chartered Accountants Therequisitecertificate confirming compliance withthe Conditions of Corporate Governance is annexed hereto marked as Annexure"II" and forms part of this Report.
SHARE CAPITAL OF THE COMPANY
The Authorised share capital of the company as on 31st March 2017 is Rs.126000000/- divided into 19200000 equity shares of Rs. 5/- each and 6000000preference shares of Rs. 5/- each.
The issued subscribed and paid up Share Capital of the company as on 31st March 2017was Rs. 80287330/- divided into 16057466 equity shares of face value of Rs. 5/-each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mr. Vikram Ranade (DIN: 00006021) Executive Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. The Board of Directors recommends his re-appointment.
Key Managerial Personnel
The following Directors/Officials of the Company have been designated as Key ManagerialPersonnel (KMP) of the
Company by the Board of Directors in terms of provisions of the Section 203 of theCompanies Act 2013 and the Regulations of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.
|Mr. Pranav Kumar Ranade ||Chairman and Managing Director |
|Mr. Vikram Ranade ||Executive Director |
|Mr. Prashant Ranade ||Executive Director |
|Mr. Rakesh Dhody ||Company Secretary |
|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 changesand commitments which can affect the financial position of the Company between the end offinancial year and date of this report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149(7) of the Companies Act 2013 and provisions of the ListingRegulations stating that they meet the criteria of independence as provided sub-section(6) of section 149. The profile of the independent Directors forms part of the CorporateGovernance
COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee of the Directors has approved a Policy forSelection Appointment and Remuneration of Directors which inter-alia requires that theDirectors shall be of high integrity with relevant expertise and experience so as to havea diverse Board. The Policy also lays down the positive attributes/criteria whilerecommending the candidature for the appointment as Director.
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 "III".
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
During the year under review the Board of Directors at its meeting held on 22nd May2017 has carried out the evaluation of its own performance and that of its committees andindependent Directors of the Company and Independent Directors in their meeting held on30st March 2017 have evaluated the performance of the Chairman and Non-IndependentDirectors of the Company respectively.
PARTICULARS OF EMPLOYEES
There were 160 (One Hundred Sixty Only) permanent employees of the Company as of 31stMarch 2017. The disclosure pertaining to remuneration and other details as required underSection 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel ) Rules 2014 are annexed to this report at Annexure"IV".
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
(a) In the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at 31st March 2017 and of the profit andloss of the company for year ended on that date; (c) the directors have taken proper andsufficientcare for the maintenance of adequate accounting in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) the directors have prepared the annualaccounts on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL
The Company has adopted in all respects an adequate internal financial controlsystems orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation 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 2016-17. Thedetails of which are provided in the corporate governance report.
COMPOSITION OF AUDIT COMMITTEE
The Board has constituted the Audit Committee comprising of Mr. Ashok Kumar Gupta asthe Chairman 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 comprises of Mr.Ashok Kumar Gupta as the Chairman Mr. Ajoy Kumar Ghosh and Dr. Priya Somaiya as themembers of the Committee. More details on the Nomination and Remuneration Committee aregiven in the Corporate Governance Report.
COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Board has constituted the Stakeholder Relationship Committee comprising of Mr.Ashok Kumar Gupta as the Chairman Mr. Vikram Ranade and Mr. Prashant Ranade as themembers of the Committee. More details on the Stakeholder Relationship Committee are givenin the Corporate Governance Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Fraud and corruption-free work culture has been the core area of focus of the Company.To meet this objective a comprehensive Ethical View Reporting Policy has been laid down.In terms of the said policy all the reported incidents would be reviewed and if requiredinvestigated in an impartial manner appropriate actions would be taken to uphold thehighest professional ethical and governance standard. The policy also provides for therequisite checks & balances and safeguards to ensure that no employee is victimized orharassed for reporting and bringing up such incidents. More details about the policy aregiven in the Corporate Governance Report which forms part of this Annual Report. Thispolicy is also available on the company website i.e. www.pkrgroup.in
The Company follows a Policy on Remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination & Remuneration Committee and theBoard.
The main objective of the said policy is to ensure that the level and composition ofremuneration is reasonable and sufficient to attract retain and motivate the DirectorsKMP and Senior Management employees. The remuneration involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals. The Nomination and Remuneration policy as approvedby the Board of Directors is also uploaded on the web site of the Company's at the weblink: http://pkrgroup.in/en/invdownload.php More details about the policy are given inCorporate 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 2013form part of the notes to accounts of the Standalone Financial Statement.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY OR COURTS
During the under review no material order has been passed by any regulator or courtexcepting to the extent as may be mentioned in the Notes to Accounts attached to theFinancial Statements forming part of the Annual Report.
RISK MANAGEMENT POLICY
A robust and integrated enterprises risk management framework is in existence underwhich the common prevailing risks in the Company are identified the risks so identifiedare reviewed on periodic basis by the Company and the management's actions to mitigate therisk exposure in timely manner are assessed.
CHANGES IN THE NATURE OF BUSINESS
No change in the nature of business during the year under review.
The Company has 3 (Three) subsidiaries as on March 31 2017. List of subsidiaries whichhave 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 EnergyLimited 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 readwith Rule 5 of the Companies
(Accounts) Rules 2014 the Financial Statements of the subsidiary company have notbeen attached to the Annual
Report. However Company is required to attach alongwith its financial statements aseparate statements containing the salient features of financial statements of itssubsidiary or subsidiaries inForm AOC-1.
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 "VI".
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
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 read with Rule 8 of the Companies (Accounts) Rules 2014 is appended as Annexure"VII".
The Company organizes the workshops /lectures on regular basis for its employees topromote motivate and encourage them to how conserve the energy. The Company has adedicated team of energy auditors who continuously look after the latest technology forconservation of energy.
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.
Your Directors further state that during the year under review there were no casesfiledpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
M/s. S.S. Kothari Mehta & Co. Chartered Accountants Statutory Auditors of theCompany who were appointed by the members of the Company at the 3rd Annual GeneralMeeting (AGM') of the Company held on 30th September 2014 from the conclusion of3rd AGM till the conclusion of 5th AGM to be held in the year 2016. The present statutoryauditors of the
Company have since completed their tenor of one term of five consecutive years andmembers at their meeting held on
30th September 2016 have appointed M/s. S.S. Kothari Mehta & Co. CharteredAccountants Statutory Auditors for the second term of 5 consecutive years (subject toratification by members at every Annual General Meeting). Accordingly consent of membersfor ratification of appointment of Statutory Auditor to hold office from the ensuingAnnual General
Meeting of the Company till the next Annual General Meeting of the Company in calendaryear 2018 is being sought in the ensuing Annual General Meeting.
There are no qualificationsreservation or adverse remarks made by M/s. S.S. KothariMehta & Co. Statutory Auditor of the Company in their report for the financialyearended March 31 2017. The Statutory Auditors have not reported any incident of fraud ofthe Audit Committee or to the Board of the Company in the year under review.
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 forthe financial year 2016-17.
The Board has appointed M/s. Navneet K Arora & Co LLP Practicing CompanySecretary as Secretarial Auditor of the
Company for the financial year 2017-18.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the financial year 2016-17 is appended asAnnexure"VIII".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is presented in separate section forming part of theAnnual Report.
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
Pranav Kumar Ranade
(Chairman & Managing Director)
Date: May 22 2017
Annexure - "I"