Testimonials

 
 

Services

 
 

Customer Care - 033 6606 3000 / 1860 420 3333
<< Prices as on Aug 16, 2018 - 3:36PM >>      ABB India  1198 [ -0.77% ]     ACC  1565 [ -0.01% ]     Ambuja Cements Ltd.  224.55 [ -0.88% ]     Asian Paints Ltd.  1393.45 [ -0.15% ]     Axis Bank Ltd.  625.15 [ 1.11% ]     Bajaj Auto Ltd.  2663 [ 0.66% ]     Bank of Baroda  142.75 [ -2.43% ]     Bharti Airtel  372.2 [ 1.56% ]     Bharat Heavy Ele  72.2 [ -0.14% ]     Bharat Petroleum  377.8 [ 0.07% ]     Britannia Ind.  6466 [ 0.00% ]     Cairn India Ltd.  285.4 [ 0.90% ]     Cipla  647.25 [ 0.83% ]     Coal India  283.2 [ 0.60% ]     Colgate Palm.  1145 [ 1.22% ]     Dabur India  446 [ -1.52% ]     DLF Ltd.  207 [ 2.02% ]     Dr. Reddy's Labs  2349 [ 3.06% ]     GAIL (India) Ltd.  393 [ 3.72% ]     Grasim Inds.  997 [ 0.90% ]     HCL Technologies  996.05 [ -0.05% ]     HDFC  1892 [ -2.56% ]     HDFC Bank  2074.15 [ -0.72% ]     Hero MotoCorp  3292.6 [ 0.91% ]     Hindustan Unilever L  1736.95 [ -0.58% ]     Hindalco Indus.  216.15 [ -2.37% ]     ICICI Bank  335.65 [ 1.01% ]     IDFC L  49.85 [ -0.10% ]     Indian Hotels Co  123.7 [ -1.00% ]     IndusInd Bank  1986.45 [ -0.58% ]     Infosys  1423.8 [ 1.07% ]     ITC Ltd.  307.85 [ 0.20% ]     Jindal St & Pwr  192.5 [ -3.61% ]     Kotak Mahindra Bank  1245 [ -3.61% ]     L&T  1232.5 [ -1.68% ]     Lupin Ltd.  848.1 [ 1.87% ]     Mahi. & Mahi  948 [ -0.43% ]     Maruti Suzuki India  9202.1 [ 0.79% ]     MTNL  14.95 [ -3.24% ]     Nestle India  10855 [ -0.28% ]     NIIT Ltd.  91.1 [ 0.05% ]     NMDC Ltd.  101 [ -0.79% ]     NTPC  158 [ 0.67% ]     ONGC  164 [ -1.41% ]     Punj. NationlBak  82.05 [ 2.69% ]     Power Grid Corpo  187.25 [ 0.03% ]     Reliance Inds.  1200 [ -0.90% ]     SBI  293 [ -0.58% ]     Vedanta  208.9 [ -2.88% ]     Shipping Corpn.  57.9 [ -0.60% ]     Sun Pharma.  621 [ 3.22% ]     Tata Chemicals  697 [ 3.54% ]     Tata Global Beverage  239.9 [ 0.99% ]     Tata Motors Ltd.  251.05 [ 0.94% ]     Tata Steel  568.05 [ -1.87% ]     Tata Power Co.  67.2 [ -2.25% ]     Tata Consultancy  2013.45 [ 0.61% ]     Tech Mahindra Ltd.  667.5 [ -0.54% ]     UltraTech Cement  4215 [ -1.89% ]     United Spirits  624.35 [ -0.22% ]     Wipro Ltd  278.8 [ -1.97% ]     Zee Entertainment En  502 [ -2.27% ] BSE Prices delayed by 5 minutes... BSE NSE
Search Company 
A2Z Infra Engineering Ltd.
Market Cap. (Rs.) 388.34 Cr. P/BV 1.04 Book Value (Rs.) 21.12
52 Week High/Low (Rs.) 49/19 FV/ML 10/1 P/E(X) 0.00
Bookclosure 24/09/2016 EPS (Rs.) 0.00 Div Yield (%) 0.00
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2016-03 

To,

The Members of

A2Z Infra Engineering Limited

(Formerly known as A2Z Maintenance & Engineering Services Limited)

The Directors take pleasure in presenting the Fifteenth Annual Report together with the annual audited financial statements for the year ended March 31, 2016.

1. Financial summary or highlights/Performance of the Company

The highlights of financial results on Standalone and Consolidated basis for the financial year ended on March 31, 2016 are as follows:

(Rs. in Millions)

Particulars

Standalone

Consolidated

2015-16

2014-15

2015-16

2014-15

Revenue from Operations

9,613.88

2,191.67

13,488.15

5,944.39

Add : Other Income

275.33

94.65

335.91

235.30

Total Income

9,889.21

2,286.32

13,824.06

6,179.69

(Loss)/Profit before Interest, Tax & Depreciation

808.78

(915.34)

1058.35

(824.92)

Less : Interest

1,086.69

1,085.33

1,877.15

1,700.34

Profit before Tax & Depreciation

(277.91)

(2,000.67)

(818.80)

(2,525.26)

Less : Depreciation/ Amortization

165.73

102.84

457.84

405.75

(Loss)/Profit before Tax & Extra Ordinary Items

(443.64)

(2,103.51)

(1,276.64)

(2,931.01)

Less : Tax Expenses

9.26

(819.32)

59.10

(790.83)

Net Profit/(Loss) after Tax but before Extraordinary item

(452.90)

(1,284.19)

(1,335.74)

(2,140.18)

Add : Prior Period Item

6.08

-

6.08

-

Add : Extraordinary Item - Gain

-

45.36

-

45.65

Net Profit/(Loss) after Tax & before Minority Interest

(446.82)

(1,238.83)

(1,329.66)

(2,094.53)

Less : Share in Minority Interest

-

-

0.80

(7.21)

Net Profit/(Loss) after Tax & Minority Interest

(446.82)

(1,238.83)

(1,330.46)

(2,087.32)

Balance brought forward from previous year

(676.49)

575.82

(2,996.13)

(941.01)

Less : Adjustment on account of further acquisition/ dilution in Subsidiaries

-

-

3.21

(53.02)

Less : Tax on Preference Dividend

-

-

-

0.01

Less : Adjustment due to depreciation

-

13.48

0.09

18.68

Less : Share in Minority Interest on change in holding

-

-

0

2.13

Net Profit/(Loss) available for appropriation

(1,123.31)

(676.49)

(4,329.89)

(2,996.13)

Operations Review Standalone:

During the year under review, the turnover of the Company has shown a phenomenal increase as compared to that of the previous year figure by 338.66%.The Company has achieved turnover of Rs. 9,613.88 Million as against Rs. 2,191.67 Million in the previous year. The Company has made net loss after tax of Rs. 446.82 Million as against a loss of Rs. 1,238.83 Million in the previous year.

The Net Worth of the Company has increased to Rs. 8,066.86 Million as at the end of the current year from Rs. 7,904.64 Million as at the end of the previous year representing a marginal increase in Net Worth by 0.93%.

The Debt Equity ratio of the Company has gone up to 1.17 as at the end of the current year as compared to 1.15 as at the end of the previous year.

Consolidated:

The consolidated Turnover of the Company for the current financial year is Rs. 13,488.15 Million as against Rs. 5,944.39 Million in the previous year representing an increase in Turnover by 126.91%. The Company on consolidated basis has made a net Loss after minority interest and extra ordinary items of Rs. 1330.46 Million as against Rs. 2,087.32 Million in the previous year.

The consolidated Net Worth of the Company has come down to Rs. 4,850.88 Million as at the end of the current year from Rs. 5,569.05 Million as at the end of previous year.

The consolidated Debt Equity ratio of the Company has gone up to 3.29 as at the end of the current year compared to 2.73 as at the end of previous year.

2. Consolidated Financial Statements

The Audited Consolidated Financial Statements of your Company as on March 31, 2016, have been prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and Regulation 33 of Securities and Exchange Board of India (Listing obligations and disclosure requirements) Regulations, 2015 and provisions of the Companies Act, 2013.

In accordance with Section 129(3) of the Companies Act, 2013 and schedule V of Securities and Exchange Board of India (Listing obligations and disclosure requirements) Regulations, 2015 entered into with the Stock Exchanges, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies of the Company, forms part of this Annual Report.

3. Dividend

On account of the losses reported by the Company during the current year, no operational profit was generated for recommendation of dividend for the financial year ended March 31, 2016.

4. Operational highlights

The key highlights of the Company's various businesses are as follows:

Power Transmission & Distribution:

Your Company is one of the leading players in India's Engineering & Urban Infrastructure Services sector. As part of the services, the Company provides integrated design, testing, installation, construction and commissioning services on a turn-key basis to its clients. The Company's projects include rural electrification, railway overhead electrification, reduction of AT&C losses, feeder renovation, underground cabling, feeder segregation, installing High Voltage Distribution System (“HVDS”) and Low Voltage Distribution System (“LVDS”) distribution lines and transmission lines. The Company has strong capabilities to build:

- Substations & Switchyards up to 765 kV

- Transmission lines up to 765 kV

- 11 / 33 kV distribution lines comprising of Feeder Renovation Projects, High Voltage Distribution System, AT&C Loss Reduction, Tube Well Connection, Segregation of Domestic and Agriculture load, Augmentation of Lines, Providing Laying of HT & LT Aerial Bunched Cables and Offering BPL Connections.

Company has its presence out of India in Zambia, Uganda and Kenya.

Telecom Infrastructure EPC

The Company has a strong presence in this potential business of Telecom Infrastructure projects on EPC basis. Your Company is currently executing orders for EPC work for trenching laying, Installation, Testing of Optical Fiber Cable, PLB Duct and Accessories for construction of Exclusive Optical NLD Backbone and Optical Access routes on turnkey basis for Defense Networks.

Waste to Energy

The Company being an Infrastructure Company provides solutions that promote Clean and Green Energy. The Company is attempting to build scale in Green Technology solutions in all areas of the power sector, starting from generation of power to its distribution to end consumers. Towards it, the Company has taken significant steps for generation of power from renewable energy sources like RDF & biomass. The Company has entered into collaboration with sugar mills for setting up three power plants on Built, Own, Operate and Transfer (BOOT) basis for a period of 15 years in the state of Punjab.

5. Change in the nature of business

There has been no change in the nature of business of the Company during the year under review. However, after the period under review, the Memorandum of Association ("MoA”) of the Company has been amended by inserting new sub-clauses 9 & 10 in the Main object clause under Part- A of Clause III to undertake the manufacture or production, and otherwise dealing in all kinds of telecom equipment's for all type of wire line and wireless networks etc.

6. Material Changes and Commitments

There were no Material changes and commitments affecting the financial position of the Company, Which have occurred between the end of the financial year of the Company and the date of the report.

7. Updates on Corporate Debt Restructuring (CDR)

As approved by Corporate Debt Restructuring Empowered Group (“CDR EG”), Corporate Debt Restructuring (CDR) package of Company for restructuring of its debts has been successfully implemented. Company has duly complied and continues to comply with the terms and conditions of approved CDR package. The CDR Lenders of the Company have appointed SBICAP Trustee Company Limited (SBICAP) as their Security Trustee on the terms and conditions contained in Security Trustee Agreement executed on March 27, 2014 among the Company, Lenders, and the Security Trustee. For securing the due repayment, discharge and redemption of all the Facilities by the Company to the CDR Lenders together with interest, additional interest, liquidated damages, and other monies in accordance with the Master Restructuring Agreement (MRA), the security creation by way of charge on the assets of the Company and pledge of shares of the Promoter/Promoter Group in favour of the security trustee for and on behalf of the CDR Lenders have been successfully completed.

Your Company is committed to honour its debt obligation in time and has always maintained very good relations with all its lenders but due to delayed realization of past receivables from Govt Agencies/ PSUs and also slowdown in its operations and fall in revenue caused severe liquidity crunch at times and as a result, there has been delay at times in debt servicing to Lenders. However, the management of the Company is exploring various options and is making its best effort for meeting debt service obligations.

8. Scheme of Arrangement / Reconstruction / Re-Organization

The Scheme of Arrangement/Reconstruction/ Re-Organization (“the Scheme”) between your Company and its Secured Creditors under Sections 391 to 394 of the Companies Act, 1956 for implementation of the Corporate Debt Restructuring Package (“CDR Package”) as approved by the Corporate Debt Restructuring Empowered Group (“CDR EG”) on all the Secured Creditors of the Company was earlier approved by the Board of Directors during the F.Y. 2014-15.

The Company's Petition for first Motion has been disposed of by the Hon'ble High Court of Punjab & Haryana at Chandigarh and the Company has filed a Petition for second Motion in connection with the Company's earlier Petition in this matter.

The matter is presently sub-judice with the Hon'ble High Court of Punjab & Haryana at Chandigarh.

9. Deposits

During the year under review, the Company has not accepted any deposits within the meaning of Sections 2(31) and 73 of the Companies Act, 2013, and the Rules framed there under and any re-enactments thereof, and as such no amount of principal or interest was outstanding as of the Balance Sheet date.

10. Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operations.

11. Internal Financial Controls and systems:

Your Company has in place adequate financial control system and framework in place to ensure:

- The orderly and efficient conduct of its business;

- 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 information.

Significant observations including recommendations for improvement of the business processes are reviewed by the Management before reporting to the Audit Committee. The Audit Committee then reviews the Internal Audit reports and the status of implementation of the agreed action plan. This system of internal control facilitates effective compliance of Section 138 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing obligations and disclosure requirements) Regulations, 2015.

The internal auditor of the company checks and verifies the internal control and monitors them in accordance with the policy adopted by the company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls. Based on this evaluation, there is nothing that has come to the attention of the Directors to indicate any material break down in the functioning of these controls, procedures or systems during the year. There have been no significant events during the year that have materially affected, or are reasonably likely to materially affect, our internal financial controls.

12. Secretarial Standards of ICSI

Pursuant to the approval given on April 10, 2015 by Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. The Company is in compliance with the same.

13. Share Capital Authorized Share Capital:

During the year under review, the Authorized Share Capital of the Company has been increased from Rs.1,260,000,000 (One Billion Two Hundred and Sixty Million) divided into 126,000,000 (One Hundred Twenty Six million) equity shares of 10/- (Rupees Ten only) each to Rs.1,600,000,000 (One Billion Six Hundred Million) divided into 160,000,000 (One Hundred Sixty million) equity shares of Rs. 10/- (Rupees Ten only) each ranking pari-passu with the rights and liabilities of the existing Equity Shares pursuant to the ordinary resolution passed by the shareholders of the Company in the Extra Ordinary General Meeting duly held on August 17, 2015.

Paid Up Share Capital:

During the year, following allotments were made: -

1. The Board of Directors in their meeting duly held on May 09, 2015 have allotted 22,200,000 (Twenty Two Million Two Hundred Thousand) Equity Shares at a price of Rs. 10/- (Ten) per share to M/s. Mestric Consultants Private Limited (a Promoter Group Company), pursuant to approved CDR package of the Company under the Preferential Issue.

2. (a) The Board of Directors in its meeting duly held on

September 17, 2015, has allotted 8,100,000 (Eight Million One Hundred Thousand) Equity Shares on preferential basis to ICICI Bank Limited as per SEBI (ICDR) Regulations, 2009 as amended from time to time, on the conversion of Funded Interest Term Loan (FITL) as per approved CDR Package of the Company and in terms of approval granted by the shareholders of the Company by the way of Postal Ballot, the result of which were declared on June 24, 2014.

(b) The Nomination & Remuneration Committee of the Board of Directors of the Company in its meeting duly held on September 17, 2015 has allotted 1,648,000 (One Million Six Hundred Forty Eight Thousand) 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.

(c) Further the Board of Directors in its meeting duly held on September 17, 2015 has allotted 24,695,780 (Twenty Four Million Six Hundred Ninety Five Thousand Seven Hundred and Eighty) warrants convertible into equal no. 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 i.e. September 17, 2015 at an issue price of Rs. 21.66/- each on preferential basis to persons other than the promoters and Promoter group as per SEBI (ICDR) Regulations, 2009 as amended from, time to time in terms of approval granted by the shareholders of the Company in the extra ordinary general meeting duly held on August 17, 2015.

As at March 31, 2016 out of the issued warrants, 8,250,786 (Eight Million Two Hundred Fifty Thousand Seven Hundred and Eighty Six) Warrants were converted into equal no. of the Equity shares of the Company.

3. Further, the Nomination & Remuneration Committee of the Board of Directors of the Company in their meeting duly held on March 19, 2016 has allotted 177,500 (One Hundred Seventy Seven Thousand Five Hundred) 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.

Consequent to the allotments as above, the paid up share capital of the Company was increased to Rs. 1,268,939,800 (One Billion Two Hundred Sixty Eight Million Nine Hundred Thirty Nine Thousand Eight Hundred) divided into 126,893,980 (One Hundred Twenty Six Million Eight Hundred Ninety Three Thousand Nine Hundred and Eighty) equity shares of Rs. 10/- each as at March 31, 2016.

14. Subsidiaries, Joint Ventures, and Associate Companies

As on March 31, 2016, the Company had 31 (Thirty One) direct and step down subsidiary Companies. Further the Company has entered into joint venture agreements with un-incorporated JV's for bidding of tenders & contracts the details of which is given in the note no. 37 & 38 to the standalone and note no. 37 & 38 to the consolidated financial statements. Also the Company is a member of an association of person (AOP) in which Company is having 60% sharing in profits.

As per sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements and performance of the Company's subsidiaries and associate company for the year ended March 31, 2016, is included as per the prescribed format in this Annual Report. The Annual Accounts of these subsidiaries are uploaded on the website of the Company in compliance with Section 136 of the Companies Act, 2013. The Annual Accounts of these subsidiaries and the other related detailed information will be made available to any Member of the Company/its subsidiary(ies) seeking such information at any point of time and are also available for inspection by any Member at the Registered Office of the Company on all working days during business hours up to the date of the Annual General Meeting.

During FY 15-16, there has been no major change in the nature of business of your Company and its subsidiaries. During the year under review, two direct subsidiaries i.e. A2Z Singapore Waste Management Holdings Private Limited & A2Z Maintenance & Engineering Services (Uganda) Private Limited, have ceased to be a subsidiary of the Company.

In terms of the Regulation 46(2)(h) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the policy for determining material subsidiaries is placed on the website of the Company at www.a2zgroup.co.in.

Report on the performance and financial position of each of the subsidiaries has been provided in Form AOC-1 and is forming part of the Annual Report as Annexure A.

15. Auditors

Statutory Auditors and Auditors' Report

M/s. Walker Chandiok & Co LLP (Firm Registration No. 001076N/N500013), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Thirteenth Annual General Meeting (AGM) of the Company held on September 27, 2014 to the conclusion of the Eighteenth Annual General Meeting to be held for the Financial Year 2018-19, subject to ratification of their appointment at every Annual General Meeting (AGM). In view of the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, the Company has received a letter from Walker Chandiok & Co LLP to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013 and the Rules framed there under and that they are not disqualified for such appointment within the meaning of the said Act.

The Board of Directors recommends to the Members to pass the resolution ratifying the appointment of Walker Chandiok & Co LLP as the Statutory Auditors of the Company as stated in Item No. 3 of the Notice, convening the ensuing Annual General Meeting.

The auditor's report presented by M/s Walker Chandiok & Co LLP, Statutory Auditors on the accounts of the company for the financial year ended March 31, 2016 is self-explanatory and requires no comments and the Management replies to the audit observations are as under:

Explanation to Para 9(i) of Auditor's report on Consolidated Financials of A2Z Infra Engineering Limited, its subsidiaries, joint ventures and associates & Para 9(i) of Auditor's report on Standalone Financials of A2Z Infra Engineering Limited

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, including 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 five (5) years. The management believes that the estimates of the useful lives are reasonable and no impairment exists in the carrying value of power generation plants.

Explanation to para 9(ii) of Auditor's report on Consolidated Financials of A2Z Infra Engineering Limited, its subsidiaries, joint ventures and associates & para 9(ii) of Auditor's report on Standalone Financials of A2Z Infra Engineering Limited

Contract revenue in excess of billings include unbilled receivables amounting to Rs. 1,204,118,263/- pertains to revenue recognized by the Company during earlier years, representing amounts billable to, and receivable from the customers towards work done on certain EPC contracts under execution by the Company in accordance with the terms implicit in the contract. The delay in billing of these amounts is on account of conclusion of reconciliations with the customers, pending joint measurement/ survey of the work done till date and non-achievement of milestones as per the contractual terms. Management is in discussions with the customers and expects to bill these amounts at the earliest, and believes that whilst it may take some time to bill and recover the amounts owing to completion of certain administrative and contractual matters, no adjustments are required in respect of these unbilled receivables.

Explanation to para 9(iii) of Auditor's report on Consolidated Financials of A2Z Infra Engineering Limited, its subsidiaries, joint ventures and associates & para 9(iii) of Auditor's report on Standalone Financials of A2Z Infra Engineering Limited

The Income tax authorities conducted a search and survey at certain premises of the Company under section 132 and 133 of the Income Tax Act, 1961 in April 2012. During the year ended March 31, 2015, the Company received the Assessment Orders for the assessment years 2007-08 to 2013-14 from the Deputy Commissioner of Income Tax (DCIT) demanding additional tax liability of Rs.199,216,987. The Company had filed appeals with Commissioner of Income Tax (CIT) (Appeals) challenging these orders against which they said authority has granted partial relief to the Company. The Company has further filed appeals with Income Tax Appellate Tribunal (ITAT) challenging the Orders for these assessment years.

Based on their assessment and upon consideration of advice from the independent legal counsel, the management believes that the Company has reasonable chances of succeeding before the ITAT and does not foresee any material liability. Pending final decision on these matters no adjustment has been made in the financial statements.

Explanation to Point (vii)(a), (b) & (viii) of Auditor's report on Standalone Financials of A2Z Infra Engineering Limited

In respect of auditor's observation in Standalone financial statements regarding certain default in payment of interest and repayment of dues of banks and delay in depositing statutory dues.

It is clarified that the delay arose on account of delayed realization of trade receivables coupled with delays in commencement of commercial production at its biomass based power generation plants. The approved CDR package of the Company which got implemented in March 2015 only envisages the due payment towards statutory dues of the Company. Further, the Company has requested all its lenders to expedite the GAP funding proposal and has also fasten its process for realization of fund from old completed projects, which will result in better cash flow position from the projects. The management believes that by that way Company shall be able to regularize the Bank's dues and depositing of Statutory dues.

Branch Auditors

In terms of Section 143(8) of the Companies Act, 2013 read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, the audit of the accounts of the branch offices of the Company located outside India is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors in accordance with laws of that country. The Board of Directors seeks approval of the Members to authorize the Audit Committee to appoint Auditors for the branch office(s) of the Company and also to fix their remuneration. The Board of Directors recommends to the Members to pass the resolution, as stated in Item No. 5 of the Notice, convening the forthcoming Annual General Meeting.

Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. DR Associates, Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report given by Mr. Suchitta Koley, a partner of M/s DR Associates, Company Secretaries in practice, New Delhi is given as an Annexure B (Form MR-3) which forms part of this report.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost records in respect of road and construction activity need to be audited. In compliance to the above, the Board of Directors upon the recommendation of the Audit Committee had appointed M/s H A M & Associates, as the Cost Auditors of the Company for the Financial Year ended March 31, 2016. In accordance with the above provisions the remuneration payable to the cost auditor should be ratified by the Members. Accordingly, the Board of Directors recommends to the Members to pass the resolution, as stated in Item No. 6 of the Notice convening the forthcoming Annual General Meeting.

16. Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Rules framed there under, the Company has constituted a Corporate Social Responsibility Committee (CSR Committee) of the Board of Directors on August 14, 2014. The CSR Committee comprises of three Directors viz. Mr. Amit Mittal, Mr. Surender Kumar Tuteja and Ms. Dipali Mittal as members of the committee.

The average net profits calculated as per provisions of Section 198 of the Companies Act, 2013 for of the preceding three (3) financial years being negative, and also due to the financial crunches in the last few years, the Company was not under any obligation to spend any amount on CSR.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment & Resignation of Directors/KMP's

1. Mr. Ratan Kishore Bajaj, who was appointed as an Additional Director of the Company w.e.f. February 10, 2015 in the category of Independent Director, resigned from his position w.e.f. July 06, 2015 on account of his preoccupation. The Board placed on record its appreciation for the valuable services rendered by Mr. Ratan Kishore Bajaj during his short stint with the Company.

2. Mr. Gaurav Jain, who was working as a Chief Financial Officer (KMP) of the Company resigned from his position as such on September 22, 2015. The Board of Directors of the Company, in recognition to his excellent performance during his service period, on the recommendation of the Nomination and Remuneration Committee, at its meeting duly held on September 17, 2015, appointed Mr. Gaurav Jain as an Additional Director of the Company to hold office up to the date of the ensuing Annual General Meeting. Your Company has received notice from a member of the Company under section 160 of the Companies Act, 2013, proposing the candidature of Mr. Gaurav Jain as Directorof the Company, liable to retire by rotation.

3. Mr. Lalit Mohan Gulati has been appointed as Chief Financial Officer (KMP) of the Company effective from September 23, 2015.

4. Ms. Dipali Mittal has been appointed as Whole-time Director of the Company effective from April 01, 2015.

5. Retire by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Jain, Director retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

6. Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Companies Act, 2013 read with the Rules framed there under, the Key Managerial Personnel's (KMP's) of the Company are:

1. Mr. Amit Mittal, Managing Director

2. Mr. Rajesh Jain, Whole Time Director and CEO

3. Mr. Lalit Mohan Gulati, Chief Financial Officer

4. Mr. Atul Kumar Agarwal, Vice President & Company Secretary

18. Policy on Directors' appointment and Remuneration

As on March 31, 2016, the Board consists of eight members, four of whom are executive or whole time directors, one is non-executive and non-independent director and other three are independent directors.

The Policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub section (3) of section 178 of the Companies Act, 2013, is available on the Company's website. There has been no change in the policy since the last financial year. We affirm that the remuneration paid to directors is as per terms laid out in the nomination and remuneration policy of the Company

19. Declaration by Independent Director(s)

The Company has received necessary declaration from each of the Independent Directors under section 149(7) of the Companies Act, 2013 that he meets the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

20. Annual evaluation of Board Performance and Performance of its committees and Individual Directors

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Listing Regulations.

The performance of the Board was evaluated by the members of the Board on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders etc. Feedback was also taken from every director on his assessment of the performance of each of the other Directors.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination & Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

21. Number of meetings of the Board of Directors

During the year ten meetings of the members of Board and one meeting of independent directors were held, the details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and Listing Regulations were adhered to while considering the time gap between two consecutive meetings.

22. Disclosures Related to Committees and Policies

a. Audit Committee

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Audit Committee comprises of:

1. Mr. Surender Kumar Tuteja, Chairman

2. Dr. Ashok Kumar, Member

3. Mr. Suresh Prasad Yadav, Member

4. Ms. Dipali Mittal, Member

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors was reconstituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 & Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Nomination and

Remuneration Committee comprises of the following directors:

1. Mr. Suresh Prasad Yadav, Chairman

2. Mr. Surender Kumar Tuteja, Member

3. Dr. Ashok Kumar, Member

c. Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee, comprising of the following Directors:

1. Dr. Ashok Kumar, Chairman

2. Mr. Suresh Prasad Yadav, Member

3. Ms. Dipali Mittal, Member

23. Remuneration Policy for the Directors, Key Managerial Personnel and other employees

In terms of the provisions of Section 178(3) of the Act and Para A of Part D under Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Nomination & Remuneration Committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has, on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, KMP and Senior Management and their remuneration.

The Remuneration Policy of the Company is attached herewith and marked as Annexure C.

24. Vigil Mechanism / Whistle Blower Policy

The Board has, pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, framed “Vigil Mechanism (Whistle Blower) Policy” (“the Policy”)' to deal with instances of fraud and mismanagement, if any. This Policy has formulated to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The said policy is placed on the website of the Company and may be accessed at a link http:// a2zgroup.co.in/pdf/Whistle_Blowe_13_Apr_2015.pdf.

This vigil mechanism of the Company is overseen by the Audit Committee and provides adequate safeguard against victimization of employees and directors who avail of the vigil mechanism and also provide direct access to the Chairperson of the Audit Committee in exceptional circumstances.

25. Particulars of Loans, Guarantees or Investments under Section 186

Particulars of loans, guarantees, investments covered under section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report. All the loans, guarantees and investments made are in compliance with the provisions of the Companies Act, 2013.

26. Related party transactions:

Related party transactions that were entered into during the financial year were in the ordinary course of business and on an arm's length basis.

The particulars of the contract or arrangements with related parties during the financial year 2015-16 are disclosed in Form No. AOC -2 which forms part of the Annual Report as an Annexure D. Except as stated in the disclosure, there were no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Policy on materiality of related party transactions as also dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://a2zgroup.co.in/pdf/Related_Party_Policy _13_Apr_2015.pdf.

All Related Party Transactions which were in the ordinary course of business and on arm's length basis were placed before the Audit Committee for their approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

27. Employee Stock Option Plan

The Nomination & Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the A2Z Stock Option Plan 2010 (ESOP 2010), A2Z Employees Stock Option Plan 2013 (ESOP 2013) and A2Z Employees Stock Option Plan 2014 (ESOP 2014) of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31st March 2016 with regard to the ESOP 2010, ESOP 2013 and ESOP 2014 are provided in Annexure E to this Report.

The certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines / SEBI SBEB Regulations and the resolution passed by the members would be placed at the Annual General Meeting for inspection by members.

28. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2016 made under the provisions of Section 92(3) of the Act is attached as Annexure F which forms part of this Report.

29. Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

30. Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure G.

31. Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as Annexure H which forms part of this report.

32. Disclosure requirements

a. As per Clause 27 of the listing regulations, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of as this report.

b. Details of the familiarization programme of the independent directors are available on the website of the Company (URL: www.a2zgroup.co.in).

c. In terms of Regulation 17(8) of the Listing Regulations, the Chief Executive Officer and the Chief Financial Officer furnished a certificate to the Board of Directors in the prescribed format for the year under review which has been reviewed by the Audit Committee and taken on record by the Board.

33. Listing

The Securities and Exchange Board of India (SEBI), on September 2,2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from December 1, 2015. Accordingly all listed entities were required to comply the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 within six months from the effective date. The Company entered into fresh Listing Agreement with BSE Limited and the National Stock Exchange of India Limited as required under LODR. The stipulated listing fees for FY 2015-16 has been paid to the Stock Exchanges.

34. Risk Management Policy

Risk management forms an integral part of the business planning and review cycle. The Company's Risk

Management Policy is designed to provide reasonable assurance that objectives are met by integrating management control into the daily operations, by ensuring compliance with legal requirements and by safeguarding the integrity of the Company's financial reporting and its related disclosures.

Therefore, in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management policy for the company in their meeting held on November 13, 2014.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

35. Directors' Responsibility Statement

Pursuant to 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 Financial Year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The directors have 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 March 31, 2016 and of the profit and loss of the company for that period;

c. The directors have 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 have prepared the annual accounts on a going concern basis; and

e. The directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Fraud Reporting

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of directors during the year under review.

37. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances on these items during the year under review:

1. No profits were transferred to any Reserves.

2. Voluntary revision of Financial Statements or Board's Report.

3. No director is in receipt of commission from the Company and Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiary Companies.

38. Acknowledgement

Your Directors wish to place on record the support, assistance and guidance provided by the financial institutions, banks, customers, suppliers and other business associates. We would like to thank our Company's employees for their tireless efforts and high degree of commitment and dedication. Your Directors especially appreciate the continued understanding and confidence of the Members.

For and on behalf of Board of Directors

Sd/-

(Surender Kumar Tuteja)

Chairman

DIN-00594076

Date : August 23, 2016

Place: Gurgaon

Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorize your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.    KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
Prevent unauthorised Trading / transactions in Your Account:
Update your email ID and Mobile Number with your Stock Broker and Depository Participant to receive alerts for all important transactions in your account directly from NSE and NSDL. Issued in the interest of the Investors….
Achiievers Equities Ltd (AEL) Member of NSE, BSE and MCX-SX
Reg. Office: 32/A, Diamond Harbour Road, Shakerbazar, Kolkata 700008 Tel: 033 2445 6442/66063000 Fax: 033 6606 3041
Email: info@achiieversequitiesltd.com , customer.care@achiieversequitiesltd.com
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
Achievers Commercial Pvt Ltd (ACPL) Members of MCX, ACE and NSEL. | SEBI Registration No. INZ000050830 | ACE: ACEL/TMC/CORP/0194 | NSEL: 40020
Support