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A2Z Infra Engineering Ltd.
Market Cap. (Rs.) 194.61 Cr. P/BV 0.52 Book Value (Rs.) 21.12
52 Week High/Low (Rs.) 49/8 FV/ML 10/1 P/E(X) 0.00
Bookclosure 29/09/2018 EPS (Rs.) 0.00 Div Yield (%) 0.00
NOTES TO ACCOUNTS
You can view the entire text of Notes to accounts of the company for the latest year
Year End :2016-03 

Note 1.: The Company has only one class of equity shares having a par value of Rs 10 per share. Each shareholder is eligible for one vote per share held. The Company declares and pays dividend in Indian rupees. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Note 2.: No shares have been allotted as fully paid up pursuant to contracts without payment being received in cash or as bonus shares for the period of 5 years immediately preceding March 31, 2016.

Note 3.: During the year, the Company has allotted 24,695,780 warrants convertible into equal number of equity shares of Rs. 10 each (exercisable in one or more tranches) at the option of the holder thereof at any time within 18 (eighteen) months after the allotment at an issue price of Rs. 21.66 each on preferential basis to persons other than the Promoters and Promoter group. In this regard, the Company had received Rs. 133,727,646 in September, 2015 being 25% of the subscription amount as per the SEBI (ICDR) Regulations, 2009. The said warrants are to be converted into equity shares on the exercise of the conversion rights by the allottees at the time of payment of remaining 75% subscription amount.

Further, the Company has received the remaining 75% of the subscription amount for 8,250,786 warrants amounting Rs 134,034,019 and have allotted 8,250,786 equity shares against these warrants.

Note 4.: During the year, The Company has allotted 8,100,000 equity shares on preferential basis to one of the banks as per SEBI (ICDR) Regulations, 2009 as amended from time to time, on the conversion of Funded Interest Term Loan (FITL) as per the Master Restructuring Agreement with the banks under the Corporate Debt Restructuring Scheme (CDR Scheme) in terms of approval granted by the shareholders of the Company by the way of postal ballot.

Note 5.: During the year, the Company has allotted 1,825,500 equity shares of face value of Rs. 10 each to the eligible employees of the Company who have exercised their stock options under the a2z Employee Stock Option Plan 2013 (Tranche I and Tranche

II). These shares are pari-passu with the existing equity shares of the Company, in all respects.

Note 6.: The Company has following stock option plans:

(a) A2Z Stock Option Plan 2010 (‘the plan’)

During the year ended March 31, 2010, the Company had formulated Employee Stock Option Scheme referred as 'A2Z Stock Option Plan 2010 ('the plan')' for all eligible employees/ directors of the Company except an employee who is promoter or belongs to the promoter group of the Company and its subsidiaries in pursuance of the special resolution duly approved by the shareholders on March 30, 2010.

The plan shall be administered and supervised by the Nomination & Remuneration Committee under the powers delegated by Board. Each option shall entitle the option grantee to apply for and be transferred Equity Shares of the Company. On or from the time of the listing of the Equity Shares of the Company, the maximum number of options that can be granted to any employee in any year under the A2Z ESOP shall be less than 5% of the issued share capital of the Company (excluding any outstanding warrants or other securities convertible into Equity Shares) at the time of grant of options, subject to the overall ceiling of 2,865,056 options in the aggregate.

The members of the Company vide special resolution at the Annual General Meeting held on September 28, 2013 had approved the A2Z Employees Stock Option Plan, 2013. The ESOP Compensation Committee in its meeting held on February 3, 2014 has granted 1,695,000 stock options convertible into equivalent number of equity shares of Rs 10 each to the eligible employees / directors of the Company and its subsidiary companies at the exercise price of Rs 10.35 each which is NSE closing market price on January 31, 2014 (i.e. previous trading day of the grant date). The entire granted stock options shall vest and will be exercisable on the first anniversary of the grant date till completion of five years since then;

The members of the Company vide special resolution at the Annual General Meeting held on September 28, 2013 had approved the A2Z Employees Stock Option Plan, 2013. The ESOP Compensation Committee in its meeting held on July 3, 2014 has granted 1,905,000 stock options convertible into equivalent number of equity shares of Rs 10 each to the eligible employees / directors of the Company and its subsidiary companies at the exercise price of Rs 19.95 each which is NSE closing market price on July 02, 2014 (i.e previous trading day of the grant date). The entire granted stock options shall vest and will be exercisable 30% on the first anniversary, 30% on the second anniversary & 40% on the third anniversary of the grant date till completion of four years since then;

The members of the Company vide special resolution at the Annual General Meeting held on September 27, 2014 had approved the A2Z Employees Stock Option Plan, 2014. The ESOP Compensation Committee in its meeting held on July 6, 2015 has granted 45,00,000 stock options convertible into equivalent number of equity shares of Rs 10 each to the eligible employees / directors of the Company and its subsidiary companies at the exercise price of Rs 15.50 each which is NSE closing market price on July 03, 2015 (i.e. previous trading day of the grant date). The entire granted stock options shall vest and will be exercisable 30% on the first anniversary, 30% on the second anniversary & 40% on the third anniversary of the grant date till completion of five years since then;

(e) Since the enterprise uses the intrinsic value method, the impact on the reported net profit and earnings per share by applying the fair value based method has been disclosed below:

In March 2005, the ICAI has issued a guidance note on “Accounting for Employees Share Based Payments” applicable to employee based share plan, the grant date in respect of which falls on or after April 1, 2005. The said guidance note requires the proforma disclosures of the impact of the fair value method of accounting of employee stock compensation accounting in the financial statements. Applying the fair value based method defined in the said guidance note, the impact on the reported net profit and earnings per share would be as follows:

Details of terms of repayment for the long-term borrowings and security provided in respect of the secured long-term borrowings:

Note 7.: Term loans from banks:

1) Term loan from bank amounting to Rs 858,000,000 (Previous year - Rs 880,000,000) having an interest rate of 10.15% -10.75% per annum as per CDR Scheme is repayable in 32 quarterly installments, first installment was due in March 2015.

The above loan is secured against (i) First pari passu charge on both present and future current assets as well as fixed assets of the biomass based power projects situated at Fazilka, Nakodar and Morinda in the state of Punjab. (ii) Second pari-passu charge on fixed assets and current assets on EPC business.

2) Term loan from bank amounting to Rs 923,378,781 (Previous year - Rs 1,038,511,491) having an interest rate from 12.75% -13.25% per annum during the year is repayable in 24 quarterly installments, first installment was due in June 2015.

The above loan is secured against:

(a) First charge on pari - passu basis: (i) by way of hypothecation of all current assets of the Company including but not limited to receivables and inventory, relating to the projects both present and future; (ii) on all intangible assets including but not limited to goodwill pertaining to the projects (to the extent permissible by the Punjab state Co-operative sugar mills).

(b) First charge (i) on all the insurance contracts with respect to the projects together with any receivables there under; (ii) on all the accounts (including but not limited to the project accounts) with respect to the projects

(c) An assignment of: (i) all rights and interest by way of first charge on pari passu basis on the book debts, operating cash flows, receivables, commissions, revenues of whatsoever nature and wherever arising, relating to the projects, present and future; (ii) the rights and interest in the project site to the extent permissible by law; (iii) all its rights and obligations under the assignment orders and memorandum of understandings and; (iv) the rights and interest by way of first charge on pari passu basis into and under each of the project documents, and all the rights under each letter of credit/ guarantee or performance bond that may be posted by any party to a project document for the Company's benefit and all the rights under the approvals in connection with the project (having value above Rs 100,000,000) to the extent permissible by law

(d) Personal guarantee of Mr. Amit Mittal (Managing Director).

3) Term loans from banks amounting to Rs 151,985,500 (Previous year - Rs 96,700,000) having interest rate of 10.15% - 10.75% per annum during the year are repayable in 28 quarterly installments, first installment is due in March 2016.

The above loan is secured against (i) First charge ranking pari passu on present and future fixed assets of the Power projects situated at Fazlika, Nakodar and Morinda in the state of Punjab. (ii) Second charge ranking pari passu on present and future current assets of the Power projects situated at Fazilka, Nakodar and Morinda in the state of Punjab. (iii) Second charge ranking pari passu on both present and future current assets, as well as fixed assets of Company other than assets exclusively financed to other lenders.

4) Term loans from banks amounting to Rs 139,779,185 (Previous year - Rs 13,100,000) having interest rate from 10.15% to 10.75% per annum during the year are repayable in 21 quarterly installments, first installment is due in March 2016.

The above loan is secured against (i) First charge ranking pari passu on both present and future current assets as well as fixed assets of the Company other than assets exclusively charged to other lenders. (ii) Second charge ranking pari passu on both present and future current assets of the power projects situated at Fazilka, Nakodar and Morinda in the state of Punjab.

5) Term loans from banks amounting to Rs 160,000,000 (Previous year - Rs Nil) having interest rate from 12.75%- 13.25% per annum during the year are repayable in 28 quarterly installments, first installment is due in March 2016.The above loan is secured against (i) First pari passu charge on present and future fixed assets of the Power projects at Fazilka, Nakodar and Morinda. (ii) Second pari passu charge on present and future current assets of the Power projects at Fazilka, Nakodar and Morinda. (iii) Second pari passu charge on both present and future current assets as well as fixed assets of the company other than assets exclusively charged to other lenders. (iv) Personal Guarantee of Mr. Amit Mittal.

Note 8.: Term loans from financial institution:

1) The loan amounting to Rs 500,000,000 (Previous year - Rs 500,000,000) is secured by a first charge by way of hypothecation and escrow of the entire retention money receivables both present and future. The interest rate is 15% per annum and the loan was repayable in April 2015.

2) The loans amounting to Rs Nil (Previous year - Rs 14,309,636) is secured against hypothecation of equipments acquired out of loan. The interest rate is 11.50% to 13.00% per annum and the loans are repayable in 12 quarterly and 48 monthly installments.

Note 9. (a) : Working Capital Term Loan:

Working capital term loans from bank amounting to Rs 478,466,414 (Previous year - Rs 582,103,818) having an interest rate of 10.15% - 10.75% per annum as per CDR Scheme are repayable in 29 quarterly installments. First installment was due in March 2015.The above loan is secured against (i) First pari passu charge on both present and future fixed assets as well as current assets of the Company or Borrower other than assets exclusively charged to other lenders. (ii) Second pari passu charge on both present and future current assets as well as fixed assets of the Power projects situated at Fazlika, Nakodar and Morinda in the state of Punjab.

Note 10. (b) (i) : Funded Interest Term Loan -1 (EPC):

Funded interest team loans from bank amounting to Rs 895,899,320 (Previous year - Rs 989,769,512) having an interest rate of 10.15% - 10.75% per annum as per CDR Scheme are repayable in 25 quarterly installments. First installment was due in March 2015. The above loan is secured against (i) First charge by way of mortgage ranking pari passu on both present and future fixed assets as well as current assets of the Company other than assets exclusively charged to other lenders. (ii) Second charge ranking pari passu on both present and future current assets as well as fixed assets of the Power projects situated at Fazlika, Nakodar and Morinda in the state of Punjab.

Note 11. (b) (ii) : Funded Interest Term Loan -2 (EPC):

Funded interest team loans from bank amounting to Rs 31,123,606 (Previous year - Rs Nil) having an interest rate of 10.15% -10.75% per annum as per CDR Scheme are repayable in single installment, which will due in March 2021.

The above loan is secured against (i) First charge pari passu on both present and future current asset as well as fixed assets of the EPC business other than assets exclusively charged to lenders. (ii) Second charge pari passu on both current assets and fixed assets of the 3 biomass power plant projects situated at Fazlika, Nakodar and Morinda in the state of Punjab. (iii) Second charge pari passu on land property first charged to DBS and SCB given for term loan.

Note 12.: Working capital loans from banks and other secured loans

a) The working capital loans and cash credit facilities from banks are secured against whole of the assets (both current as well as fixed) of the Company, namely stock of raw material, stock in process, semi-finished and finished goods, stores and spares (consumable stores and spares), bills receivables and book debts and all other movables and fixed assets (except fixed assets exclusively financed by other lenders) both present and future stored or to be stored at the Company's godown, premises and division at O-116, first floor shopping mall, Arjun Marg, DLF city phase - I, Gurgaon or wherever else the same may be by way of first pari - passu charge amongst the consortium members. The charge is also additionally secured by first charge over following immovable properties i.e.

i) Plot No. G-1030 A having 1500 sq mtr. area situated at Industrial Area, Bhiwadi Phase-III, Bhiwadi, Rajasthan in the name of M/s. Balaji Pottery Private Limited;

ii) Plot No. G-1030 having 1500 sq mtr. area situated at Industrial Area, Bhiwadi Phase-III, Bhiwadi, Rajasthan in the name of M/s. Shree Hari Om Utensils Private Limited;

iii) Office space on 7th Floor of a B G 7 storied commercial building on east side of LA-VIDA Mall at CK-3,4, 48, 49 Salt Lake City, Sector-II, Kolkata

iv) Mortgage of following properties :

(i) Land measuring 17 Bigha-1 Biswa, situated at village Morinda, Tehsil Chamkur Sahib, District Roop Nagar, Punjab;

(ii) Land measuring about 5.309 Hectare situated at village Palsora, District Indore;

(iii) Village Mandela Chhota, Tehsil Fatehpur, District Seekar, Rajasthan admeasuring about 6.065 Hectare;

(iv) Land with Boundary wall, Gata No. 70, Vill Sherpur Madho urf Ghania Khera, Near India Brick Kiln, Pargana & Tehsil Bilari, District Moradabad admeasuring about 1.465 Hectare or 3.62 acre;

(v) Land with Boundary wall, at Gata No. 184, 188, 189, Vill Sherpur Madho urf Ghaniakhera, Near India Brick Kiln, Pargana & Tehsil Bilari, District Moradabad admeasuring about 2.391 Hectare or 5.91 acre.

Further secured by Corporate Guarantees of M/s. Shree Hariom Utensils Private Limited and M/s. Balaji Pottery Private Limited. The rate of interest vary from 10.15% per annum to 13.25% per annum and these loans are repayable on demand.

b) Second charge on pari-passu basis over all rights, titles, interest, benefits, claims and demands in respect of projects and insurance contracts and over all movable and immoveable properties, accounts, plant and machinery, all other tangible moveable assets both present and future, project book debts, operating cash flows, receivables, commissions, revenues of whatsoever nature in respect of project.

Note 13.: The management has performed impairment assessment of three cogeneration power plants set up in collaboration with certain sugar mills on Built, Own, Operate and Transfer (BOOT) basis for a period of 15 years. As at March 31, 2016, such plants have a power generation capacity of 15 MW each. The assessment has been done on the basis of assumptions of useful life of assets, discounted cash flows with significant underlying assumptions, achievement of certain operating capacity and the ability of new technology to perform on a consistent basis.

Based on the assessment and advice from an independent legal counsel on the availability of concession period, excluding the available renewal period by exercising the option for renewal/extension of the concession period, the management, is confident, that there exists reasonable certainty that arrangement shall be extended for a term of 5 years. The management has filed an application with the sugar mills for the appointment of an arbitrator for the extension of the concession period. The management believes that the estimates of the useful lives are reasonable and no impairment exists in the carrying value of power generation plants.

Note 14.: The management has committed to provide continued operational and financial support to its subsidiary companies for meeting their working capital and other financing requirements and based upon approved future projections of the subsidiaries, believes that the diminution (if any) is temporary in nature and accordingly, no further provision is considered necessary in respect of carrying value of investments.

Note 15.: During the year ended March 31, 2016, the Company has sold the investments in two wholly owned subsidiaries i.e. A2Z Singapore Waste Management Holdings Private Limited and A2Z Maintenance & Engineering Services (Uganda) Private Limited.

Note 16.: During the year ended March 31, 2016, one of the lenders of A2Z Green Waste Management Limited (formerly A2Z Infrastructure Limited and hereinafter referred to as AGWML), IL&FS Financial Service Limited (“IFIN”) has invoked pledge on 45,75,015 equity shares of AGWML constituting 20.11% of the paid up equity share capital of AGWML and have adjusted/appropriated an amount of Rs. 94,014,913/- (Rupees Nine Crore Forty Lacs Fourteen Thousand Nine Hundred and Thirteen only) towards interest payable from A2Z Green Waste Management Limited (Formerly A2z Infrastructure Limited) for the period from 1 April, 2015 to 30th September, 2015 & small portion of Interest for the next quarter ended 31 December, 2015.

Note 17: The Company doesn't have any quoted investments.

Note 18: Defined Benefit Plans

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance Company in the form of a qualifying insurance policy. The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the respective plans.

Note 19.: The Company has a process whereby periodically long term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under the law/accounting standards for the material foreseeable losses on such long term contracts has been made in the books of accounts. The Company does not have any derivative contracts at the end of the year.

Note 20.: As the future liability for gratuity is provided on an actuarial basis for the Company as a whole, the amount pertaining to the directors are not included above.

Note 21.: Due to unexpected change in the profitability of the Company during the financial year 2012-13 and 2013-14, the managerial remuneration paid to the Managing Director exceeded the limits in terms of the provision of Section 198, 309, 310 read with schedule XIII of the erstwhile Companies Act, 1956. Subsequent to the approval by shareholders in the 13th Annual General Meeting of the Company duly held on September 27, 2014, the Company had made an application for the approval from the Central Government for the waiver of excess remuneration so paid. During the year, the Central Government has rejected the Company's application for the waiver of the excess remuneration so paid amounting to Rs. 18,948,240 which is being held in trust by the Managing Director. Out of the entire excess remuneration paid Rs. 1,000,000 has been received from the Managing Director during the year and the balance outstanding as at March 31, 2016 is Rs 17,948,240.

Note 22.

The following are the details of loans and advances in the nature of loans given to subsidiaries and associates and firms / Companies in which directors are interested and are outstanding at the end of the year in terms of Securities and Exchange Board of India's circular dated January 10, 2003

Note 23.(a).1:

As per joint venture agreements, the scope and value of work of each partner has been clearly defined and accepted by the clients. The Company's share in assets, liabilities, income and expenses are duly accounted for in the accounts of the Company in accordance with such division of work and therefore does not require separate disclosure. However, joint venture partners are jointly and severally liable to clients for any claims in these projects.

Note 24.(b):

The Company holds 60% interest in an Association of Person (AOP), formed between A2Z Infra Engineering Limited (formerly known as A2Z Maintenance & Engineering Services Limited) and Satya Builders, a jointly controlled entity which is involved in waste water projects at Alwar and Chittorgarh, Rajasthan.

Note 25.: RELATED PARTY

Names of related parties Subsidiary Companies

a) A2Z Infraservices Limited

b) A2Z Green Waste Management Limited (formerly known as A2Z Infrastructure Limited)

c) A2Z Powertech Limited

d) A2Z Powercom Limited

e) Selligence Technologies Services Private Limited

f) Mansi Bijlee & Rice Mills Limited

g) Star Transformers Limited

h) Chavan Rishi International Limited

i) A2Z Maintenance & Engineering Services (Uganda) Private Limited (till March 30, 2016) j) Magic Genie Services Limited (formerly known as A2Z Water Solutions Limited)

k) A2Z Singapore Waste Management Holdings Private Limited (till March 17, 2016)

l) A2Z Waste Management (Nainital) Private Limited

m) A2Z Maintenance & Engineering Services Limited and Satya Builders (Association of person)

Subsidiaries of A2Z Green Waste Management Limited (formerly known as A2Z Infrastructure Limited):

a) A2Z Waste Management (Meerut) Limited

b) A2Z Waste Management (Moradabad) Limited

c) A2Z Waste Management (Varanasi) Limited

d) A2Z Waste Management (Aligarh) Limited

e) A2Z Waste Management (Badaun) Limited

f) A2Z Waste Management (Balia) Limited

g) A2Z Waste Management (Fatehpur) Limited

h) A2Z Waste Management (Jaunpur) Limited

i) A2Z Waste Management (Loni) Limited

j) A2Z Waste Management (Mirzapur) Limited

k) A2Z Waste Management (Ranchi) Limited

l) A2Z Waste Management (Sambhal) Limited

m) Green Waste Management Private Limited (formerly A2Z Waste Management (Haridwar) Private Limited)

n) A2Z Waste Management (Dhanbad) Private Limited

o) A2Z Waste Management (Ludhiana) Limited

p) A2Z Waste Management (Jaipur) Limited

q) A2Z Mayo SNT Waste Management (Nanded) Private Limited

r) A2Z Waste Management (Ahmedabad) Limited

s) Earth Enviornment Management Services Private Limited

t) Shree Balaji Pottery Private Limited

u) Shree Hari Om Utensils Private Limited

Joint Venture (unincorporated)

a) UB Engineering Limited

b) SPIC - SMO Limited

c) Cobra Instalaciones Y Servicios, S.A

d) Karamtara Engineering Private Limited

e) Richardson & Cruddas (1972) Limited

Key Management Personnel (‘KMP’)

a) Mr. Amit Mittal (Managing director)

b) Mrs. Dipali Mittal (Whole time director)

c) Mr. Rajesh Jain (CEO and Whole time director)

d) Dr. Ashok Kumar Saini (with effect from February 15, 2015)

Relative of Key Management Personnel

a) Mrs. Sudha Mittal (Mother of Mr. Amit Mittal)

Enterprise in control of relatives of Key Management Personnel

a) Mestric Consultants Private Limited

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Reg. Office: 32/A, Diamond Harbour Road, Shakerbazar, Kolkata 700008 Tel: 033 2445 6442/66063000 Fax: 033 6606 3041
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NSE Registration Nos.: NSE (Cash) : INB231395832 ; NSE (F&O) : INF231395832 ; NSE (Currency) : INE231395832 ; BSE (Cash) : INB011395838 ; BSE (F&O) : INF011395838 ; BSE(Currency) : INE011395838 | DSE Registration Nos. : INB051395839 | USE Registration Nos. : INE271395837
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