Dear Shareholders,
The Board of Directors hereby submits the 12th Annual Report
with Audited Financial Statement of your Company (‘the Company of
‘AMTL) for the year ended 31st March, 2023.
FINANCIAL RESULTS
The Company adopted Indian Accounting Standards ("Ind AS")
from April 1, 2016, with transition date from April 1, 2015.
Accordingly, the financial reports for current financial year 2022-2023
and previous financial year 2021-2022 have been prepared as per Ind AS reporting
framework.
The financial highlights of the Company for the year ended March 31,
2023, are as follows:
( in Lakhs)
Particulars |
Standalone |
Consolidated |
|
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
| Total Income |
1559.54 |
1537.32 |
2048.02 |
1997.67 |
| Total Expenditure |
2891.49 |
2165.26 |
2684.61 |
2265.61 |
Profit/Loss before Exceptional and
Extraordinary |
(1144.32) |
(283.88) |
(636.59) |
(267.94) |
Item and Tax |
|
|
|
|
| Exceptional Items - Expense / (Income) |
1306.36 |
- |
1188.17 |
- |
Profit before Tax (PBT) |
162.04 |
(283.88) |
551.58 |
(267.94) |
| Current Tax |
- |
- |
1.46 |
- |
| Deferred Tax |
- |
- |
- |
- |
Profit/Loss for the year |
162.04 |
(283.88) |
550.12 |
(267.94) |
STATE OF COMPANYS AFFAIRS
The State of Affairs of the Company is presented in the Management
Discussion and Analysis Report forming part of this Report.
SHARE CAPITAL OF THE COMPANY
The Authorised share capital of the company as on 31.03.2023 is Rs.
12,60,00,000/- divided into 1,92,00,000 equity shares of Rs. 5/- each and 60,00,000
preference shares of Rs. 5/- each.
The issued, subscribed and paid up Share Capital of the company as on
31.03.2023 was Rs. 8,02,87,330/- divided into 1,60,57,466 equity shares of face value of
Rs. 5/- each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the company, Mr. Prashant Ranade (DIN: 00006024),
Director retires by rotation at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment. The Board recommends the reappointment of Mr. Prashant
Ranade (DIN: 00006024) for the consideration of the members of the company at the ensuing
Annual General Meeting. Brief details of Mr. Prashant Ranade (DIN: 00006024) has been
mentioned in the notice convening the Annual General Meeting at "Information pursuant
to the Listing Regulations and in respect of Appointment/ Re-appointment of
Directors".
Key Managerial Personnel
The following are the Whole-Time Key Managerial Personnel of the
Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: 1. Mr.
Pranav Kumar Ranade - Managing Director, 2. Ms. Aakansha Sharma - Company Secretary
3. Mr. Prashant Ranade - Whole-Time Director
4. Mr. Hrydesh Jain - Chief FinancialOfficer
There has been no change in the KMPs during the year under review.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors had submitted their disclosures to the Board
that they fulfill the requirements as stipulated under Section 149(6) of the Act and
Regulation 25(8) of Listing Regulations. There had been no change in the circumstances
affecting their status as Independent Directors of the Company to qualify themselves to be
appointed as Independent Directors under the provisions of the Act and the relevant
regulations.
None of the Independent Non-Executive Directors held any equity shares
of your Company during the financial year ended 31st March, 2023.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee of the Directors has approved
a Policy for Selection, Appointment and Remuneration of Directors which inter-alia
requires that the Directors shall be of high integrity with relevant expertise and
experience so as to have a diverse Board. The Policy also lays down the positive
attributes/criteria while recommending the candidature for the appointment as Director.
The policy of the Company on Directors Appointment and Remuneration,
including criteria for determining qualifications, positive attributes and independence of
a director and other matters provided under Sub-Section (3) of Section 178 of the
Companies Act, 2013, is adopted by the Board on the recommendation of Nomination and
Remuneration Committee. The remuneration provided to all the directors, key managerial
personnel and other employees of the Company is in accordance with the remuneration policy
of the Company.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out evaluation of its own performance, the directors individually and evaluation
of working of the Committees of the Board during the financial year 2022-23 as per the
criteria laid down by Nomination and Remuneration Committee. The evaluation process
contained various aspects of the functioning of the Board and its Committees and their
roles, frequency of meetings and level of participation. Further, Independent Directors at
a separate meeting held on 29th March 2023 evaluated performance of the
Non-Independent Directors, Board as a whole and that of the Chairman of the Board.
CORPORATE GOVERNANCE
Your Company is in compliance with all the applicable provisions of
Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed
report on Corporate Governance as required under the Listing Regulations is provided in a
separate section and forms part of the Annual Report.
A Certificate Company Secretary regarding compliance with the
conditions stipulated in the Listing Regulations forms part of the Corporate Governance
Report and annexed as Annexure- I.
PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
Annexure-II to this report.
During the year under review, there was no employee drawing
remuneration in excess of limits prescribed under Section 197 of the Act read with Rule
5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, list of top 10 employees is attached in the Annexure-II forming part of this
report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act,
2013 the Board of Directors to the best of their knowledge and ability confirm that:
(a) In the preparation of the annual accounts for the year ended 31st
March 2023, the applicable accounting standards have been followed and there no material
departures from the same;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at 31st
March 2023 and of the profit and loss of the company for year ended on that date; (c) the
directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities; (d) the directors
had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and (f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
INTERNAL FINANCIAL CONTROL
The Company has adopted policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the companys
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.
STATUTORY AUDITOR
The Members of the Company at 10th AGM of the Company, held on 30th
September 2021, approved the appointment of M/s. GSA & Associates LLP (Firm
Registration No. 000257N/N500339) as Statutory Auditors of the Company, to hold office for
a period of five years, from the conclusion of the 10 th AGM till the
conclusion of the 15th AGM.
There were no qualifications, reservations, adverse remarks or
disclaimer made by the Auditors in their report on the financial statement of the Company
for the Financial Year ended on 31 st March, 2023. Maintenance of cost records
as specified under Companies Act, 2013 is not applicable to the Company.
SECRETARIAL AUDITOR
The Board had appointed M/s. Navneet K Arora & Co. LLP to conduct
Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the
financial year ended March 31, 2023, is annexed as Annexure-III (A).
Pursuant to Regulation 24A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, M/s Navneet K Arora
& Co LLP, Company Secretaries in Practice has issued Annual Secretarial Compliance
Report is also annexed to this report as Annexure- III (B).
59000 and also the demat The BSE Ltd has imposed accounts fine
have been frozen, stating the Company has not complied with Regulation 33 of SEBI (LODR)
Regulations 2015 and have not submitted the financial results for the financial year ended
31 st March 2022.
However, the Company has filed the financial results for the year ended
31 st March 2022 to the stock exchange on 25th May 2022 immediately
after the conclusion of Board Meeting, which was acknowledged via Acknowledgement No.
4071559 dated 25th May 2022.
Due to the large size of financial results, the file was only exchange
over the telephone and a reply on 07th June was received from Stock exchange.
The stock exchange responded on 07th June, keeping in view
of the large size of the financial results due to which the financials could only be
partially uploaded, directed filing of the complete financials at the earliest failing
which action may be initiated.
In this regard we have to inform you that while re-uploading the PDF
file of financials under the head of Financial Results at the site of BSE, there was no
option of re-submission. Therefore, we have asked Stock Exchange that where to submit the
revised file. They suggested uploading the same as the General Announcement.
The Company has already approached to BSE Ltd for waiver of imposing
fine, in the month of December 2022. However, the reply from BSE is still awaited.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines,
Standards etc. covered under the Secretarial Audit. The Secretarial
Audit Report does contain remark stating that the above matter.
SECRETARIAL STANDARD
The company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India on Board Meeting and Annual
General Meetings.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Act read with the
Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the said
Act, the Annual Return containing details as of March 31, 2023, is available on the
Companys website www.pkrgroup.in.
MEETINGS OF THE BOARD
During the year under the review, the Board of Directors met 4 (Four)
times i.e. 25.05.2022, 08.08.2022, 03.11.2022 and 13.02.2023. The details of which are
provided in the corporate governance report.
COMMITTEES
i) AUDIT COMMITTEE
The Composition of Audit Committee is as under and is in compliance
with the provisions of Section 177 of the Companies Act, 2013 read with Rules thereunder
and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The scope of the activities of the Audit Committee is set
out in the Corporate Governance Report.
| Dr. Priya Somaiya (Chairperson) |
- Independent Director |
| Mr. Prashant Ranade |
- Executive Director |
| Mr. Anil Kohli |
- Independent Director |
All the recommendations made by the Audit Committee of the Company have
been considered and accepted by the Board of Directors of the Company.
The members of the Audit Committee met four times during the year under
review, details stated in the Corporate Governance Report.
ii) NOMINATION AND REMUNERATION COMMITTEE
Pursuant to SEBI (Listing Obligations and Disclosure Requirements)
Regulations the members of the Nomination and Remuneration Committee met once during the
year under review. The details of the constitution of the
Nomination and Remuneration Committee, terms of reference and the
meetings held during the financial year have been stated in the Corporate Governance
Report.
iii) STAKEHOLDER RELATIONSHIP COMMITTEE
During the year under review, the members of the Stakeholder
Relationship Committee met once. The details of the constitution of the Stakeholder and
Relationship Committee, terms of reference and the meetings held during the financial year
have been stated in the Corporate Governance Report.
VIGIL MECHANISM/WHISTILE BLOWER POLICY
The Company has a Whistle Blower Policy framed to deal with instance of
fraud and mismanagement, if any in the Company. The details of the Policy are posted on
the 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 the
Listing Regulation disclosure on particulars relating to loans, advances, guarantees and
investments are provided as part of the notes to accounts of the Standalone Financial
Statement.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY OR COURTS
There are no significant and material orders passed by the concern
status of the Company and its future operations.
RISK MANAGEMENT POLICY
The Company has developed and implementing a risk management policy
which includes the identification therein of elements of risk, which in the opinion of the
Board may threaten the existence of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no material changes and commitments, affecting the
financial position of the Company which occurred between the end of the financial year to
which the financial statements relate and the date of this report.
SUBSIDIARIES
PKR Energy Limited, wholly owned subsidiary of the Company is under the
process of Voluntary Winding Up.
The Company has three subsidiaries outside India viz. Global Power and
Trading (GPAT) PTE. Ltd., Singapore, and Advance Power and Trading GMBH, in Germany and
PKR Technologies Canada Limited.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5
of the Companies (Accounts) Rules 2014, a statement containing salient features of the
Financial Statements of your Companys Subsidiaries in Form AOC-1 is attached to
Financial Statements annexed as "Annexure-IV".
CONTRACTS OR ARRANGEMENT WITH RELATED PARTY
The particulars of all contracts or arrangement entered with the
related parties as referred to in Section 188 of the Companies Act, 2013 in the prescribed
form AOC-2 is appended as "Annexure-V".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required under section 134(3)(m) of the companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014 is appended as "Annexure-
VI"
MAINTENANCE OF COST RECORDS
The provisions relating to maintenance of cost records as specified by
the Central Government under sub-section of section 148 of the Companies Act, 2013 are not
applicable to the Company and accordingly such accounts and records are not required to be
maintained.
CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in nature of business during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 is not
applicable to your Company as the Company does not fall under the criteria limits
mentioned in the said section of the Act. Hence, the Company has not taken voluntary
initiative towards any activity mentioned for Corporate Social Responsibility.
APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE 2016
During the year under review, there were no applications made or
proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.
DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one-time settlement of
loans taken from banks and financial institutions.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. The amount, which it proposes to carry to any reserves.
2. The amount which it recommends should be paid by way of Dividend.
3. Details relating to deposits covered under Chapter V of the Act.
4. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
5. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
6. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its subsidiaries.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing
Regulations"), the Management Discussion and Analysis Report for the year under
review, is annexed to this report as "Annexure-VII".
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Financial Institutions, Banks, Government
Authorities, Customers, Vendors and Members during the year under review. Your Directors
also wish to place on record their deep sense of appreciation for the committed services
by the Companys executives, staff and workers.
|
For and on behalf of the Board |
|
Sd/- |
|
Pranav Kumar Ranade |
Date: 11.08.2023 |
(Chairman & Managing Director) |
Place: New Delhi |
DIN: 00005359 |
+91-9892691696
