AMTL AGM Notice 2014
Contents
1. i The e voting period commences on 22 September 2014 10 00 a m and ends on 24 September 2014 6 00 p m During this period member of the Company holding shares either in physical form or in dematerialized form as on the cut off date record date of 21 August 2014 may cast their votes electronically The e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the member the member shall not be allowed to change it subsequently ii The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut off date record date of 21 August 2014 iii M s Navneet K Arora amp Co Practicing Company Secretaries Membership No FCS 3214 have been appointed as the Scrutinizer to scrutinize the e voting process in a fair and transparent manner iv The Scrutinizer shall within a period not exceeding three 3 working days from the conclusion of the e voting period unblock the votes in the presence of at least two 2 witnesses not in the employment of the Company and make a scrutinizer s Report of the votes cast in favour or against if any and submit forthwith to the Chairman of the Company v The result shall be declared on or after the AGM of the Company The results declared alongwith the Scrutinizers report shall be place on the Company website www pkrgroup in and on the website of NSDL within two 2 day2. Company Amember holding more than ten percent of the total share capital of the Company may appoint a single person as proxy However such person shall not act as a proxy for any other person or shareholder Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting In case of joint holders attending the Meeting only such joint holder who is higher in the order of names will be entitled to vote The Company has notified closure of Register of Members and Transfer Books thereof from 26 September 2014 to 30 September 2014 both days inclusive Relevant documents referred to in the Notice and Explanatory Statement are open for inspection at the Registered Office of the Company on all working days except Saturdays between 11 00 a m and 1 00 p m upto the date of the Meeting Brief resume of the directors including those proposed to be appointed re appointed nature of their expertise in specific functional areas names of companies in which they hold directorship and memberships chairmanships of the Board committees shareholding and relationship between directors inter se as stipulated under Clause 49 of the Listing Agreement is given in the Report on Corporate Governance forming part of the Annual Report Members are requested to bring their Attendance S
3. when prompted x Upon confirmation the message Vote cast successfully will be displayed xi Once you have voted on the resolution you will not be allowed to modify your vote xii Institutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG Format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorised signatory ies who are authorised to vote to the company at e mail id to investors pkrgroup in with a copy marked to evoting nsdl co in In case a Member receives physical copy of the Notice of AGM for members whose email IDs are not registered with the Company depository participants s or requesting physical copy i Initial password is provided in the enclosed ballot form EVEN e voting EVENT Number User ID and Password ii Please follow all steps from SI No ii to SI No xii above to cast vote In case of any queries you may refer the Frequently Asked Questions FAQs for shareholders and e voting user manual for Shareholders available at the Downloads section of www evoting nsdl com iii If you are already registered with NSDL for e voting then you can use your existing user ID and password for casting your vote iv You can also update your mobile number and e mail id in the user profile details of the folio which may be used for sending future communication s Other Instructions
4. 4 including any statutory modification s or re enactment thereof for the time being in force Mr H Tara amp Company Cost Accountants Delhi ICWA Registration No 17321 the cost auditor appointed by the Board of Directors of the Company to conduct the audit of cost records of the Company for the financial year ending 31 March 2015 be paid the remuneration of Rs 50 000 00 Rupees Fifty Thousand only and out of pocket expenses RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all acts and take all steps as such may be necessary proper or expedient to give effect to this resolution For and on behalf of the Board of Directors Place Noida P K Ranade Date 04 08 2014 Chairman and Managing Director 1 NOTES 1 2 10 11 12 The Explanatory Statement pursuant to section 102 of the Companies Act 2013 is annexed hereto A member entitled to attend and vote at the Annual General Meeting the Meeting is entitled to appoint a proxy to attend and to vote on a poll instead of himself and the proxy need not be a member of the Company The instrument appointing the proxy should however be deposited at the Registered Office of the Company not less than forty eight hours before the commencement of the Meeting A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the
5. AMTL ADVANCE METERING TECHNOLOGY LIMITED Corporate Identity Number CIN L31401HR2011PLC042015 Registered Office Flat No 207 Modi Tower 98 Nehru Place New Delhi 110019 Tel No 91 120 4531400 401 Fax No 91 120 4531402 Email address corporate pkrgroup in Website www pkrgroup in NOTICE NOTICE is hereby given that the 3 Annual General Meeting of Advance Metering Technology Limited will be held on Tuesday 30 day of September 2014 at 9 00 A M at Shiv farms Palla Bakhtawarpur Road Alipur Delhi 110036 to transact the following business Ordinary Business f To receive consider and adopt the Audited Balance Sheet as at 31st March 2014 and the Profit and Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon To appoint a Director in place of Mr Prashant Ranade DIN 00006024 who retires by rotation at this Annual General Meeting and being eligible offers himself for re appointment To appoint M s S S Kothari Mehta amp Co Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the Fifth Annual General Meeting to be held in 2016 subject to the ratification of their appointment at every AGM and fix their remuneration To consider and if thought fit to pass with or without modification s the following resolution as an Ordinary Resolution RESOLVED THAT pursuant to the
6. NOLOGY LIMITED Corporate Identity Number CIN L31401HR2011PLC042015 Registered Office Flat No 207 Modi Tower 98 Nehru Place New Delhi 110019 Email address corporate pkrgroup in Website www pkrgroup in PROXY FORM Pursuant to Section 105 6 of the Companies Act 2013 and rule 19 3 of the Companies Management and Administration Rules 2014 Name of Member s Tuubdvcsdusitidesseceseicondesdecdiicveces Geaneeddeslevasaci chs sihcesentuasdacestenssctdevieseds sachs vevendcecetussvestitevaicoudedaceceasaddeckiccdetuetbizadace A E Registered address Sy scien paceaulcesualeeseneye soak ccsvalevasseceddvaveessas casey E E vaceus E A A E E Email id Tistacsostadetesotdansavsedeaadenssecduncnensdasostvececdsuiaedincaasavesesousauscrastersaasadedusasdducsasausundsineus absdeseseradsonatisundanadtsanssnacs sauncsastsaissiectadainsansaucerss Folio No CliemtiD DP D4 reta eeraa aaa ced abet sS cy aaie e Kaa ea aaee daa na a ar aea aaae Tanara Naat deara OSa aaa aea raa asasaran Saa I We being the member s of Equity Shares of Advance Metering Technology Limited hereby appoint is INAIMG Ee setiaccsresniatearscacsnccnvonieanceostoavadenaesedeniesntossacvesehnonvaeusaussterseapecnecuens Email leis cccecses ccassavesecuacvacestsaccosesnaaniavsensstecaneascusdventodei sactearsnndancansevssnssnscnnenets Addres S eisiaa r dic svsaii aed Ea aE aT AEEA aara TOSE e suai aueseiwosuvansedois seswsauiobaensetisiasavactsseuevsnsdaasisxusnvencevssi ouisuantevess
7. aaseveesis EEA R E AT E E AEE Signature s ssesseeseesnernnrnnsrnnrnnsrnnrnurnnrnnurnnrnnnrnnrnnnrnnrnnrnnsnnnrnnsnnnrnnrnnrrnerenrnnernaenearna OF failing him her 2 NAMES ca scscsnsenncersuetiscssssancocsinsatcseacnsancenscnccstsasatestaeseedanaavsandavsinsstsanscians a E A E A E Paolo lke a rE E E E T A R E EET AEE E R EE EE Signature s ssesssereeesnernnrnnsrnnrnnnrnnrnurnnrnnurnnrnnnnnnrnnnrnnrnnrnnsnnnrnnsnnernnrnnrenernarrnsrnaenaena OF failing him her 3 e E A A A AE Email E E E A A T E E E EA Pa olola PETT E E E As my our Proxy to attend and vote on a poll for me us and on my our behalf at the THIRD ANNUAL GENERAL MEETING of the Company to be held on Tuesday 30 September 2014 at 09 00A M At Shiv farms Palla Bakhtawarpur Road Alipur Delhi 110036 and at any adjournment thereof in respect of such resolutions as are indicated below S No Resolutions Type of Resolution For Against 1 Adoption of statement of profit and loss Balance Sheet Reports of Board of Directors Ordinary Resolution and auditors for the year ended 31 March 2014 2 Re Appointment of Mr Prashant Ranade who retires by rotation Ordinary Resolution 3 Appoint auditors and fix their remuneration Ordinary Resolution 4 Appointment of Mr A K Ghosh as Independent Director Ordinary Resolution 5 Appointment of Mr R C Bansal as Independent Director Ordinary Resolution 6 Ratification of the remuneration of the Cos
8. ally or otherwise in the resolution set out at Item No 6 of the Notice The Board recommends the Ordinary resolution set out at item No 6 of the notice for the approval of Shareholders For and on behalf of the Board of Directors Place Noida P K Ranade Date 04 08 2014 Chairman and Managing Director 4 ADVANCE METERING TECHNOLOGY LTD ADVANCE METERING TECHNOLOGY LIMITED Corporate Identity Number CIN L31401HR2011PLC042015 Registered Office Flat No 207 Modi Tower 98 Nehru Place New Delhi 110019 Email address corporate pkrgroup in Website www pkrgroup in ATTENDANCE SLIP 3rd ANNUAL GENERAL MEETING ON TUESDAY 30th SEPTEMBER 2014 AT 09 00A M at Shiv farms Palla Bakhtawarpur Road Alipur Delhi 110036 Folio NO DP ID No Client ID No I we hereby record my our presence at the THIRD ANNUAL GENERAL MEETING of the Company at Shiv farms Palla Bakhtawarpur Road Alipur Delhi 110036 at 09 00 A M on Tuesday 30th September 2014 Name of the Member Signature Name of the Proxy holder Signature Notes 1 Only Member Proxy holder can attend the Meeting 2 Please complete the Folio NO DP ID No and name of the Member Proxyholder sign the attendance slip and hand it over duly signed at the entrance of the meeting Hall 3 AMember Proxy holder attending the Meeting should bring copy of the Annual Report for reference at the Meeting ADVANCE METERING TECHNOLOGY LTD ADVANCE METERING TECH
9. hereby appointed as an Independent Director of the Company with effect from 30 September 2014 up to 29 September 2019 Appointment of Mr R C Bansal as an Independent Director To consider and if thought fit to pass with or without modification s the following Resolution as an Ordinary Resolution RESOLVED THAT pursuant to the provisions of Section 149 152 read with schedule IV of the Companies Act 2013 and the Companies Appointment and qualification of Directors Rules 2014 including any statutory modification s or re enactment thereof for the time being in force and clause 49 of the listing agreement Mr R C Bansal DIN 00005387 a director of the Company who has submitted a declaration that he meets the criteria of Independence as provided in Section 149 6 of the act who is eligible for appointment and in respect of whom the company has received a notice in writing under Section 160 of the Companies Act 2013 from a member proposing his candidature for the office of director be and is hereby appointed as an Independent Director of the with effect from 30 September 2014 up to 29 September 2019 Ratification of Remuneration of Cost Auditors To consider and if thought fit to pass with or without modification s the following Resolution as an Ordinary Resolution RESOLVED THAT pursuant to Section 148 and all other applicable provisions of the Companies Act 2013 Act and Companies Cost record and Audit Rules 201
10. lip along with their copy of the Annual Report to the Meeting Members holding the shares in physical form may obtain the Nomination forms from the Company s Registrar and Share Transfer Agents Members holding shares in electronic form may obtain the Nomination forms from their respective depository participants Members are requested to note that in case of transfers deletion of name of deceased shareholder transmission and transposition of names in respect of shares held in physical form submission of photocopy of PAN Card of the transferee s surviving holder s legal heir s and joint holder s respectively along with necessary documents at the time of lodgment of request for these transactions is mandatory Members who have not registered their e mail addresses so far or who would like to change their email address already registered are requested to register update their e mail address for receiving all communication including Annual Report Notices Circulars etc from the Company electronically Members holding shares in electronic form are requested to register their email address update the same with their respective Depository Participants Voting through electronic means In compliance with provisions of Section 108 of the Companies Act 2013 read with Rule 20 of the Companies Management and Administration Rules 2014 and clause 35B of Listing Agreement with Stock Exchanges the Company is pleased to provide members facilit
11. provisions of section 139 and other applicable provisions if any of the Companies Act 2013 and the rules framed thereunder M s S S Kothari Mehta amp Co Chartered Accountants be and are hereby appointed as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting AGM till the conclusion of Fifth 5 AGM to be held in 2016 subject to the ratification of their appointment at every AGM at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors Special Business 4 Appointment of Mr A K Ghosh as an Independent Director To consider and if thought fit to pass with or without modification s the following Resolution as an Ordinary Resolution RESOLVED THAT pursuant to the provisions of Section 149 152 read with schedule IV of the Companies Act 2013 and the Companies Appointment and qualification of Directors Rules 2014 including any statutory modification s or re enactment thereof for the time being in force and clause 49 of the listing agreement Mr A K Ghosh DIN 00005404 a director of the Company who has submitted a declaration that he meets the criteria of Independence as provided in Section 149 6 of the act who is eligible for appointment and in respect of whom the company has received a notice in writing under Section 160 of the Companies Act 2013 from a member proposing his candidature for the office of director be and is
12. s of passing of the resolutions at the AGM of the Company and communicated to the stock exchanges ANNEXURE TO NOTICE Explanatory Statement Pursuant to Section 102 of the Companies Act 2013 ACT ITEM NO 4AND 5 Shri A K Ghosh and Shri R C Bansal are Independent Directors of the Company and have held the positions as such for 2 years Section 149 of the Act further provides that Independent Directors are required to hold office for a term up to five consecutive years on the Board of a company and can be re appointed thereafter subject to the limit under sub section 11 of section 149 of the Act which provides that they shall not hold office for more than two consecutive terms The amended clause 49 of the Listing Agreement with the Stock Exchanges also stipulates similar conditions with regard to initial tenure for appointment of Independent Directors for a term up to five consecutive years Further in terms of sub section 13 of section 149 read with Explanation to sub section 6 of section 152 of the Act Independent Directors are notliable to retire by rotation It is proposed to appoint Shri A K Ghosh and Shri R C Bansal as independent director under section 149 and clause 49 of the listing agreement to hold office for 5 five consecutive years for a term upto the conclusion of the 8 Annual General Meeting of the Company in the calendar year 2019 Shri A K Ghosh and Shri R C Bansal are not disqualified from being appoin
13. t Auditor Ordinary Resolution Signed this day of 2014 Affix Revenue Stamp Signature of the shareholder Signature of Proxyholder s Note 1 This form in order to be effective should be completed and deposited at the Registered Office of the Company at Flat No 207 98 Modi Tower Nehru Place 110019 notless than 48 hours before the commencement of the Meeting 2 Aproxy need not be a member of the Company 3 Forthe Resolutions Explanatory Statement and Notes Please refer to the Notice of the THIRD ANNUAL GENERAL MEETING OF THE COMPANY
14. t out respectively at item No 4 and 5 of the Notice to the extent of their shareholding interest if any in the company Save and expect the above none of the other Directors Key Managerial Personnel of the Company their relatives are in any way concerned or interested financially or otherwise in the resolution set out at Item No 4 and 5 of the Notice The Board recommends the Ordinary resolution set out at item No 4 and 5 of the notice for the Approval of Shareholders ITEM NO 6 The Board on the recommendation of the Audit Committee has approved the appointment and remuneration of the Cost Auditors to conduct the Audit of the cost records of the Company for the financial year ending March 31 2015 as per the following details Mr H Tara amp Co Cost Accountants to conduct the audit of electrical goods at a remuneration of Rs 50 000 00 only and out of pocket expenses In Accordance with the provisions of Section 148 of the Act read with the Companies Audit amp Auditors rules 2014 the remuneration payable to cost auditor has to be ratified by the shareholders of the Company Accordingly the consent of members is sought for passing an ordinary resolution as set out at item no 6 of the notice for ratification of remuneration payable to the cost Auditors for the financial year ending March 31 2015 None of the Directors Key Managerial Personnel of the Company their relatives are in any way concerned or interested financi
15. ted as a directors in terms of section 164 of the act and has given his consent to act as the Director The Company has received a notice in writing from members along with the deposit of requisite amount under section 160 of the Act proposing the candidature of each of Shri A K Ghosh and Shri R C Bansal for the office of the directors of the Company The Company has received a declaration from Shri A K Ghosh and Shri R C Bansal that they meet the criteria of independence as prescribed both under the sub section 6 of Section 149 of the Act and clause 49 of the Listing Agreement Brief resume of Shri A K Ghosh and Shri R C Bansal nature of his expertise in specific functional areas and names of companies in which he hold directorship and memberships chairmanships of the Board committees shareholding and relationship between directors inter se as stipulated under Clause 49 of the Listing Agreement is given in the Report on Corporate Governance forming part of the Annual Report Copy of the draft letter of appointment of Shri A K Ghosh and Shri R C Bansal as an Independent Director is available for inspection by members at the registered office of the Company Shri A K Ghosh and Shri R C Bansal are interested in the resolutions set out respectively at item No 4 and 5 of the notice with regard to their respective appointments The relatives of Shri A K Ghosh and Shri R C Bansal may be deemed to be interested in the resolutions se
16. y to exercise their right to vote at the meeting by electronic means and the business may be transacted through e Voting Services provided by National Service Depository Limited NSDL The instructions for members for voting electronically are as under A Incase a member receives a email from NSDL for members whose email IDs are registered with the Company depository participant s i Open Email and open PDF file viz AMTL e voting pdf with your Client ID or folio No as password The said PDF file contains your User ID and password for E voting Please note that the password is an initial password ii Launch the internet browser by typing the following https www evoting nsdl com 2 iii Click on Shareholder Login iv Putuser ID and password as initial password noted in step i above Click Login v Password change menu appears Change the password with new password of your choice with minimum 8 digits characters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential vi Home page of e voting opens Click on e Voting Active Voting Cycles vii Select EVEN e voting EVENT Number of Advance Metering Technology Limited viii Now you are ready for e voting as Cast Vote page opens ix _Castyour vote by selecting appropriate option and click on Submit and also Confirm
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