The Board of Directors hereby submits the 5th Annual Report with Audited FinancialStatement (Standalone and Consolidated) of your Company (the Company ofAMTL) for the year ended 31st March 2016.
| || || |
(Rs. in Lacs)
|Particulars ||Standalone ||Consolidated |
| ||Year Ended ||Year Ended ||Year Ended ||Year Ended |
| ||31.03.2016 ||31.03.2015 ||31.03.2016 ||31.03.2015 |
|Total Income ||3011.16 ||2689.73 ||3011.53 ||2689.54 |
|Total Expenditure ||3760.29 ||3316.17 ||3775.47 ||3328.52 |
|Profit / (Loss) before Exceptional and Extraordinary Item and Tax ||-749.13 ||-626.44 ||-763.94 ||-638.98 |
|Exceptional Items - Expense / (Income) ||-196.91 ||0 ||-196.91 ||0 |
|Extraordinary Items (Net) ||0 ||0 ||0 ||0 |
|Profit before Tax (PBT) ||-552.22 ||-626.44 ||-567.03 ||-638.98 |
|Current Tax ||0 ||0 ||0 ||0 |
|Deferred Tax ||0 ||-70.33 ||0 ||-70.33 |
|Profit / (Loss) for the year ||-552.22 ||-556.11 ||-567.03 ||-568.65 |
STATE OF COMPANYS 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 lacs in the first year of operations to Rs. 3011 Lacsin the year ended 31st March 2016 an increase of 128.10% in a short span of five years.In an endeavor to maximize its market share and profits theCompanyhasforayedintothefieldsof EPC services for energy sustainability lightingsolutions solar PV solutions Power Management and control. With backward integration ofthe Company has been able 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.
The company 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 is about maximizing shareholder value legally ethically andsustainably. The goal of corporate governance is to ensure fairness for every shareholder.We believe sound corporate governance is to enhance and retain investor trust. We alsoendeavor to enhance long term shareholder value and respect minority rights in all ourhuman decisions. The company is committed to maintain the highest standard of corporategovernance and adhere to the corporate governance requirements set out by Securities andExchange Board of India ("SEBI"). Report on Corporate Governance is appended as Annexure"I".
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure that all mandatory provisions ofCorporate Governance as prescribed under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are complied with. The report on Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms an integral part of this Report. The requisite certificate from the Auditors of theCompany confirming compliance with the conditions of corporate governance is annexedhereto 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 2016 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 31stMarch 2016 was Rs. 80287330/- divided into 16057466 equity shares of face value ofRs. 5/- each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Ashok Kumar Gupta (DIN: 07294664)
The Board of Directors of the company in their meeting held on 09th November 2015appointed Mr. Ashok Kumar Gupta as an Additional Director (Independent) under section 161and 149 of the Companies Act 2013. and he has consented to be appointed as IndependentDirector in the ensuing Annual General Meeting.
Mr. Ashok Kumar Gupta aged 64 years holds M. Com Degree CAIIB. He is engaged inconsultancy apart from being in the Interview Panel of IBPS Mumbai & Canara BankBangalore for recruitment of officers. He was a former General Manager of Canara Bank. Hehas been an outstanding performer throughout banking career for more than 35 years indifferent capacities having worked from Branch Manager to RM ZM & General Manager.He has worked in difference parts of India and Overseas at London UK & SanghaiChina in depth experience of financing of Industries International Trade and Forex.
Dr. Priya Somaiya (DIN: 07173195)
The Board of Directors of the company in their meeting held on 05th May2015 appointed Dr. Priya Somaiya as Additional (Independent) Director under section 161and 149 of the Companies Act 2013 and thereafter confirmed by the shareholders of theCompany at their meeting held on 30th September 2015.
Mrs. Nisha Ahuja (DIN: 00001875) who was appointed as Additional Director of theCompany at the Board Meeting held on 07th November 2014 has resigned from thedirectorship w.e.f. 01st May 2015.
Mr. Prashant Ranade (DIN: 00006024)
In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mr. Prashant Ranade (DIN: 00006024) Executive Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. The Board of Directors recomend his re-appointment.
MATERIAL CHANGES AND COMMITMENTS
There is no material changes and commitment taken place after the balance sheet whichaffect the financial position of the Company.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Company has received declarations from the Independent Directors of the Company asrequired pursuant to section 149(7) of the Companies Act 2013 stating that he/she meetsthe criteria of Independence as provided in subsection (6) of section 149.
COMPANYS POLICY ON DIRECTORS 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 "III".
We hereby affirmthat 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 05th May 2016.
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 chairperson 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 Chairperson 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 "IV".
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 present your Companys financial conditions and results of operations.
Your Directors confirm that
(a) In the preparation of the annual accounts for the year ended 31st March 2016 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
(b) the directors had 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 2016 and of the profit andloss of the company for year ended on that date;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors had 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 the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures.
EXTRACT OF ANNUAL RETURN
The Details forming part of extract of the annual return is appended as Annexure"V".
NUMBER OF BOARD MEETINGS
The Board of Directors met 4 (four) times during the financial year 2015-16. Thedetails of which are corporate governance report.
COMPOSITION OF AUDIT COMMITTEE ("AC")
The Audit Committee ("AC") was reconstituted at the Board Meeting held on09th November 2015 consequent to the appointment of Mr. Ashok Kumar Gupta. Presently theCommittee comprise of Mr. Ashok Kumar Gupta as the Chairman and Mr. Ajoy Kumar Ghosh andMr. Vikram Ranade as the members. More details on the "AC" are given in theCorporate Governance Report.
COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE ("NRC")
The Nomination and Remuneration Committee ("NRC") was reconstituted at theBoard Meeting held on 09th November 2015 consequent to the appointment of Mr. Ashok KumarGupta. Presently the Committee comprise of Mr. Ashok Kumar Gupta as the Chairman and Mr.Ajoy Kumar Ghosh and Dr. Priya Somaiya as the members. More details on the "NRC"are given in the Corporate Governance Report.
COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE ("SRC")
The Stakeholder Relationship Committee ("SRC") was reconstituted at the BoardMeeting held on 09th November 2015 consequent to the appointment of Mr. Ashok KumarGupta. Presently the Committee comprise of Mr. Ashok Kumar Gupta as the Chairman and Mr.Prashant Ranade and Mr. Vikram Ranade as the members. More details on the "SRC"are given in the Corporate Governance Report.
The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy interms of the listing Agreement/ SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 for Directors and employees to report concern about unethical behavioractual or suspected fraud violation of code of conduct or legal or regulatory requirementor incorrect or misrepresentation of any financial statement or report. Protecteddisclosures can be made by a Whistle Blower under the said mechanism; no person has beendenied direct access to the Chairperson of the Audit Committee. More details about thepolicy are given in Corporate Governance report.
The Vigil Mechanism policy may be accessed on the Companys website at the link: http://pkrgroup.in/en/invdownload.php
The Remuneration policy provides guidelines to the Nomination & RemunerationCommittee relating to the Appointment Removal & Remuneration of Directors and KMP. Italso provides criteria for determining qualifications positive attributes andindependence of a director.
The Nomination and Remuneration policy as approved by the Board of Directors is alsouploaded on the web site of the Companys at the web link: http://pkrgroup.in/en/invdownload.php
More details about the policy are given in Corporate Governance Report. The policy isappended 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 year under review no material order has been passed by any regulator orcourt excepting 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
The Company has adopted the risk management policy which is aimed at creating andprotecting shareholders value by minimizing threats and losses and identifying andmaximizing opportunities. Your Directors review the risks associated with the business orthreaten the prospects of the Company from time to time.
CHANGES IN THE NATURE OF BUSINESS
No change in the nature of business during the year under review.
The Company has 3 (Three) subsidiaries as on March 31 2016. 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 Trading (GPAT) PTE. Ltd. inSingapore and Advance Power and Trading GMBH in 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 thesubsidiary company have not attached to the Annual Report. However Company is required toattach alongwith its financial statements a separate statements containing the salientfeatures of financial statements of its subsidiary or subsidiaries in Form AOC-1.
CONTRACTS OR ARRANGEMENT WITH RELATED PARTY
The particulars of all contracts or arrangement entered with the related parties asreferred to in Section 188 of the Companies Act 2013 in the prescribed Form AOC.2is appended 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 is appended as Annexure "VII".
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 casesfiled pursuant 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 conclusionof 3rd Annual General Meeting till the conclusion of the 5th AnnualGeneral Meeting to be held in
M/s S. S. Kothari Mehta & Co. Chartered Accountants have expressed theirwillingness to be appointed as Statutory Auditors of the Company and to the effect thattheir appointment if made would be within the prescribed limits under Section 141 (3)(g) of the Companies Act 2013 and they are not disqualified for appointment. The Board intheir meeting held on 6th August 2016 based on recommendation of AuditCommittee has recommended the appointment of M/s S. S. Kothari Mehta & Co. CharteredAccountant as Statutory Auditor of the Company in forthcoming Annual General Meeting. Themembers are requested to appoint M/s S. S. Kothari Mehta & Co. Chartered Accountantsas Statutory Auditors of the Company as set out in Item No. 3 of the Notice of ForthcomingAGM.
There are no qualifications reservation or adverse remarks made by M/s. S. S. KothariMehta & Co. Statutory Auditor of the Company in their report for the financialyearended March 31 2016. 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 Secretaries was appointed to conduct theSecretarial Audit of the Company for the financial year 2015-16
The Board has appointed M/s. Navneet K. Arora & Co. Practicing CompanySecretaries as Secretarial Auditor of the Company for the financial year 2016-17.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the financial year 2015-16 is appended asAnnexure"VIII".
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
The Managements Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 is presented in separate section forming part of the Annual 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 theCompanys executives staff and workers.
| ||For and on behalf of the Board |
| ||Pranav Kumar Ranade |
|Place: Noida ||(Chairman & Managing Director) |
|Date: 06th August 2016 ||DIN: 00005359 |