The Board of Directors hereby submits the10th Annual Report withAudited Financial Statement of your Company (the Company of AMTL') for the yearended 31st March 2021.
(Rs. in 000)
|Particulars ||Standalone ||Consolidated |
| ||Year Ended ||Year Ended ||Year Ended ||Year Ended |
| ||31.03.2021 ||31.03.2020 ||31.03.2021 ||31.03.2020 |
|Total Income ||203758.78 ||333342.22 ||212849.28 ||332443.90 |
|Total Expenditure ||286626.31 ||518923.05 ||296534.95 ||522153.95 |
|Profit/Loss before Exceptional and Extraordinary ||(82867.53) ||(185580.83) ||(83685.67) ||(189710.05) |
|Item and Tax || || || || |
|Exceptional Items - Expense / (Income) ||0 ||0 ||0 ||0 |
|Extraordinary Items (Net) ||0 ||0 ||0 ||0 |
|Profit before Tax (PBT) ||(82867.53) ||(185580.83) ||(83685.67) ||(189710.05) |
|Current Tax ||0 ||0 ||(110.00) ||0 |
|Deferred Tax ||0 ||0 ||0 ||0 |
|Profit/Loss for the year ||(82867.53) ||(185580.83) ||(83795.67) ||(189710.05) |
STATE OF COMPANY'S AFFAIRS is presented as part of ManagementDiscussion and Analysis Report forming part TheStateofAffairs of this Report.
SHARE CAPITAL OF THE COMPANY
The Authorised share capital of the company as on 31.03.2021 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 on31.03.2021 is Rs. 80287330/- divided into 16057466 equity shares of face value ofRs. 5/- each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors
In accordance with the provisions of Section 152 of the Companies Act2013 and the Articles of Association of the company Mr. Prashant Ranade (DIN: 00006021)Director retires by rotation at the ensuing Annual General Meeting and being eligibleoffershimself for re-appointment. The Board recommends the reappointment of Mr. PrashantRanade (DIN: 00006024) for the consideration of the members of the company at the ensuingannual general meeting. Brief details of Mr. Prashant Ranade (DIN: 00006024) has beenmentioned in the notice convening the Annual General Meeting at "Information pursuantto the Listing Regulations and Secretarial Standards in respect of Appointment/Re-appointment of Directors".
During the period under review Mr. Ashok Kumar Gupta has ceased tohold office as an Independent Director of the Company w.e.f. 08th November 2020.
Mr. J.P. Singh was appointed as an Independent Director of the companyat the 9th Annual General Meeting of the company for a period of five years.
Key Managerial Personnel
Mr. Rakesh Dhody the Company Secretary resigned w.e.f 16th June 2021and Ms. Aakansha Sharma (ACS-57204) has been appointed as Company Secretary w.e.f 29thJune 2021.
Pursuant to the provisions of section 203 of the Companies Act 2013 theKMPs of the Company as on date are: 1. Ms. Aakansha Sharma -Company Secretary 2. Mr.Hrydesh Jain Chief Financial Officer.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Company has received declaration from each Independent Directorunder Section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.
MEETINGS OF THE BOARD
The Board of Directors met 4 (four) times during the financial year2020-21. The details of which corporate governance report.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee of the Directors has approveda Policy for Selection Appointment and Remuneration of Directors which inter-aliarequires that the Directors shall be of high integrity with relevant expertise andexperience so as to have a diverse Board. The Policy also lays down the positiveattributes/criteria while recommending the candidature for the appointment as Director.
The policy of the Company on Directors appointment and remunerationincluding criteria for determining qualifications positive attributes and independence ofa director and other matters provided under Sub-Section (3) of Section 178 of theCompanies Act 2013 adopted by the Board on the recommendation of Nomination andRemuneration Committee. We hereby affirm that the remuneration provided to all thedirectors key managerial personnel and other employees of the Company are in accordancewith the remuneration policy of the Company.
Pursuant to the provisions of the Act and the Listing Regulations theevaluation of performance of the Board individual directors and Board committees for theyear 2021 was carried out by the Board as suggested by the Nomination and RemunerationCommittee.
Further Independent Directors at a separate meeting held on 29th March2021 evaluated performance of the Non-Independent Directors Board as a whole and of theChairman of the Board.
Pursuant to Regulation 34 read with Schedule V of SEBI (LODR)Regulations 2015 a report on Corporate Governance is herewith annexed as Annexure-I.
PARTICULARS OF EMPLOYEES
There were 184 permanent employees of the Company as of 31st March2021. Information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed as Annexure-II to this report.
Pursuant to Rule 5(2) the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 there were no employee employed throughout the financialyear in receipt of remuneration of Rs.102 lakhs or more and employed for part of the yearand in receipt of Rs.8.50 lakhs or more per month.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
(a) In the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards have been followed and there no materialdepartures from the same;
(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonableandprudent affairsof the company astogive trueand view thestate at 31st March 2021 and of the profit andloss of the company for year ended on that date;
(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) the directors had prepared the annual accounts on a going concernbasis;
(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and
(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
INTERNAL FINANCIAL CONTROL
The Company has adopted policiesandproceduresforensuringtheorderlyandefficientconduct of its business including adherenceto the company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial disclosures.
In terms of Section 139 of the Companies Act 2013 ("theAct") and the Companies (Audit and Auditors) Rules 2014 made thereunder the termof the present Statutory Auditors of the Company M/s S.S. Kothari Mehta & Co.Chartered Accountants (Registration No. 002934S) will expire at the conclusion of the10th Annual General Meeting of the Company.
Subject to the provisions of Section 143(12) of the Companies Act 2013M/s S.S. Kothari Mehta & Co. Statutory Auditor of the Company had no qualificationsreservation or adverse remarks in their report. They have not reported any incident offraud to the Audit Committee or to the Board of the Company during the year under review.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) RegulationsM/s Navneet K Arora & Co LLP Company Secretaries in Practice to undertake theSecretarial Audit of the Company.
There are no qualifications reservation or adverse remark in theSecretarial Audit Report annexed to this report as "Annexure-III "
During the year the company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.
EXTRACT OF ANNUAL RETURN
In pursuance of Section 92(3) of the Act and Rule 12 of the Companies(Management & Administration) Rules 2014 extracts of Annual Return in Form MGT-9 isannexed to this report as "Annexure-IV".
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the Company comprises the following members:
|Dr. Priya Somaiya ||- ||Chairperson |
|Mr. J.P. Singh ||- ||Member |
|Mr. Prashant Ranade ||- ||Member |
All the recommendations made by the Audit Committee of the Company havebeen considered and accepted by the Board of Directors of the Company.
COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted the Nomination and Remuneration Committeecomprises of Dr. Priya Somaiya as the Chairperson and Mr. J.P Singh and Mr. Anil Kohli asthe members of the Committee. More details on the Nomination and Remuneration Committeeare given in the Corporate Governance Report.
COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Board has constituted the Stakeholder Relationship Committeecomprises of Dr. Priya Somaiya as the Chairperson and Mr. Prashant Ranade and Mr. PranavKumar Ranade as the members of the Committee. More details on the
Stakeholder Relationship Committee are given in the CorporateGovernance Report.
VIGIL MECHANISM/WHISTILE BLOWER POLICY
The Company has a Whistle Blower Policy framed to deal with instance offraud and mismanagement if any in the Company. The details of the Policy are posted onthe website of the Company www.pkrgroup.in.
PARTICULARS OF LOANS OR GUARANTEE OR INVESTMENTS UNDER SECTION 186
Pursuant to Section 186 of Companies Act 2013 and Schedule V of theListing Regulation disclosure on particulars relating to loans advances guarantees andinvestments are provided as part of the notes to accounts of the Standalone FinancialStatement.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY OR COURTS
There are no significant and material orders passed by the concernstatus of the Company and its future operations.
RISK MANAGEMENT POLICY
The Company has developed and implementing a risk management policywhich includes the identification therein of elements of risk which in the opinion of theboard may threaten the existence of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY
There have been no material changes and commitments affecting thefinancial position of the Company which occurred between the end of the financial year towhich the financial statements relate and the date of this report.
The Company has one wholly owned subsidiary in India named as PKREnergy Limited and three subsidiaries outside India viz. Global Power and Trading (GPAT)PTE. Ltd. Singapore and Advance Power and Trading GMBH in Germany and PKR TechnologiesCanada Ltd. Canada.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 a statement containing salient features of theFinancial Statements of your Company's Subsidiaries in Form AOC-1 is attached toFinancial Statements annexed as "Annexure-V".
CONTRACTS OR ARRANGEMENT WITH RELATED PARTY
The particulars of all contracts or arrangement entered with therelated parties as referred to in Section 188 of the Companies Act 2013 in the prescribedform AOC-2 is appended as "Annexure-VI".
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Information required under section 134(3)(m) of the companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is appended as"Annexure-VII"
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividendvoting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of theCompany receive any remuneration or commission from any of its subsidiaries.
Your Directors further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
MANAGEMENT S DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 a report on Management Discussion &Analysis is herewith annexed as Annexure-VIII.
Your Directors would like to express their sincere appreciation for theassistance and co-operation received from the Financial Institutions Banks GovernmentAuthorities Customers Vendors and Members during the year under review. Your Directorsalso wish to place on record their deep sense of appreciation for the committed servicesby the Company's executives staff and workers.
| ||For and on behalf of the Board |
| ||Pranav Kumar Ranade |
|Place: Noida ||(Chairman & Managing Director) |
|Date: 13.07.2021 ||DIN: 00005359 |