Your Directors have pleasure in presenting the twelfth Annual Report on the businessand operations of the Company, together with the Standalone and Consolidated financialsfor the financial year ended on 31st March, 2013.
1. FINANCIAL RESULTS :
The Operating and financial results on Standalone and Consolidated basis for thefinancial year ended on 31st March, 2013 are as follows:
| || |
| ||2012-13 ||2011-12 ||2012-13 ||2011-12 |
|Particulars ||Current Year ||Previous Year ||Current Year ||Previous Year |
|Revenue from Operations ||5,549.58 ||9,682.31 ||9,028.15 ||13,522.98 |
|Add: Other Income ||101.10 ||83.55 ||365.55 ||105.12 |
|Total Income ||5,650.68 ||9,765.86 ||9,393.71 ||13,628.09 |
|(Loss)/Profit before Interest, Tax & Depreciation ||(186.54) ||955.09 ||(53.02) ||889.81 |
|Less: Interest ||702.44 ||559.75 ||1,073.26 ||745.34 |
|Profit before Tax & Depreciation ||(888.98) ||395.34 ||(1126.28) ||144.47 |
|Less: Depreciation/Amortization ||71.81 ||69.90 ||394.03 ||192.79 |
|(Loss)/Profit before Tax & Extra Ordinary Items ||(960.79) ||325.43 ||(1520.31) ||(48.32) |
|Less : Tax Expenses ||(321.03) ||128.09 ||(311.42) ||130.62 |
|Net Profit/(Loss) after Tax but before Extraordinary item ||(639.76) ||197.34 ||(1208.89) ||(178.94) |
|Less: Previous Period Item ||- ||- ||- ||(2.05) |
|Less : Extraordinary Item ||101.66 ||- ||147.66 ||- |
|Net Profit/(Loss) after Tax & before Minority Interest ||(538.10) ||197.34 ||(1061.23) ||(176.89) |
|Less: Share in Minority Interest ||- ||- ||(2.54) ||2.58 |
|Net Profit/(Loss) after Tax & Minority Interest ||(538.10) ||197.34 ||(1058.69) ||(179.47) |
|Balance brought forward from previous year ||3,063.55 ||2,866.21 ||2,566.35 ||2,746.89 |
|Less: Adjustment on account of further acquisition in subsidiaries ||- ||- ||(21.86) ||0.97 |
|Less: Share in Minority Interest on dilution of holding ||- ||- ||- ||0.09 |
|Net Profit available for appropriation ||2525.45 ||3063.55 ||1529.53 ||2566.35 |
Operations Review Standalone:
During the year under review, the Company has achieved total income of Rs.5,650.68Million as against Rs. 9,765.86 Million in the previous year. The Company has madenet loss after tax of Rs. 538.10 Million as against a profit of Rs. 197.34 Million in theprevious year.
The Net Worth of the Company has decreased to Rs. 11,046.10 Million as at theend of the current year from Rs. 11,584.20 Million as at the end of the previous year.
The Debt Equity ratio of the Company has gone up to 0.64 as at the end of thecurrent year as compared to 0.54 as at the end of the previous year.
The Consolidated total income of the Company for the current financial year isRs. 9,393.71Million as against Rs. 13,628.09Million in the previous year. The Company onconsolidated basis has made a net Loss after minority interest and extra ordinary items ofRs. 1058.69 Million as against Rs. 179.47 Million in the previous year.
The consolidated Net Worth of the Company has come down to Rs.10045.06 Millionas at the end of the current year from Rs. 11086.99 Million as at the end of previousyear.
The consolidated Debt Equity ratio of the Company has gone up to 1.22 as at theend of the current year compared to1.02 as at the end of previous year.
In view of losses incurred during the yearunder review, the Board of Directors of theCompany has not recommended any dividend to the shareholders for this financial year.
3. NATURE OF OPERATIONS
Your Company is Engineering, Procurement and Construction (EPC) Company and expandinginto being an Infrastructure Company that is building businesses with annuity revenuestreams in the areas of Clean and Green energy like Renewable Energy Generation etc.
The Company's operations are geographically spread across India and conducted eitherdirectly through the Company or its direct and indirect subsidiaries.
In the EPC business, our main area of operation is the Power Distribution segment,though we also provide services in the Power Transmission segment, to Power Generationcompanies and to other verticals such as Telecommunications Services and operation &maintenance for wire lines. In the Power Distribution segment, we are helping build powerlines to bring power to areas which lack electricity. We are also helping to reduce theTechnical and Commercial losses. Your Company has successfully executed challengingprojects in difficult terrains and in extreme weather conditions in the states of Jammuand Kashmir, Arunachal Pradesh, Himachal Pradesh, Jharkhand, Rajasthan, Orissa, Kerala andBihar.
Additionally, we are now building businesses that include the following: (i) generatingpower from renewable energy sources such as biomass and fuel derived from municipal solidwaste (Renewable Energy Generation); (ii) providing municipal solid waste (MSW) managementservices which involve collection& transportation (C&T) of waste and itsscientific processing and disposal (P&D) like recycling, manufacturing of organiccompost and green fuel such as Refused Derived Fuel (RDF) & subsequent disposal ofremnants; and (iii) developing information technology (IT) solutions for power utilities(Power IT Solutions).
Through its subsidiary companies, creating a cleaner climate is a mission of A2Z.InIndia, so far, the municipal solid waste management projects are being done ona piece-mealbasis wherein C&T is done separately by different agencies and P&D is managed bythe government through outsourcing model. Being one of the leading Indian Waste Managementcompanies, your companyis proud of setting up the biggest, single location IntegratedResource Recovery Facility (IRRF) in Asia as well as setting up one of the first IRRF withESCO focus. Your Company has pioneered the concept of IRRF right from collection andtransportation to processing and disposal by utilizing all items that have not remaineduseful in their present form any longer and renewable energy generation thereafter.
Through multiyear contracts, the MSW and Renewable Energy Generation businesses shouldprovide stable revenue streams in the years to come.
4. CAPITAL STRUCTURE
The paid up Share Capital of the company is Rs. 741.78 Million (approximately) dividedinto 7,41,77,694 fully paid-up Equity Shares of Rs. 10 each. There is no change in theauthorised, issued and paid up share capital of the Company during the year.
5. BOARD OF DIRECTORS
a) Composition of Board:
The Board comprises of four (4) Directors consisting two (2) Non-Executive IndependentDirectors and two (2) Executive Directors, one of whom is a Managing Director of theCompany. Mr.Surender Kumar Tuteja, Mr.Amit Mittal and Ms.Dipali Mittal continue to be theDirectors of the Company.
b) Change in Composition of Board:
During the period under review, following Directors have resigned from the directorshipof the Company:
|Sr. No ||Name of Director ||Category ||Date of Resignation |
|1. ||Mr. Arjun Balan (Alternate Director to Mr. Brij Raj Singh) ||Non-Executive & Non Independent ||24th September, 2012 |
|2. ||Mr. Rakesh Radheyshyam Jhunjhunwala ||Non-Executive & Non Independent ||15th October, 2012 |
|3. ||Mr. Brij Raj Singh (Nominee Director of Beacon India Investors Limited) ||Non-Executive & Non Independent ||27th February, 2013 |
|4. ||Mr. Manish Gupta (Nominee Director of Mr. Rakesh Radheyshyam Jhunjhunwala) ||Non-Executive & Non Independent ||13th March, 2013 |
|5. ||Mr. Rajeev Thakore ||Independent Director ||13th March, 2013 |
|6. ||Mr.Vinod Sagar Wahi ||Independent Director ||19th March, 2013 |
|7. ||Mr.Gaurav Mathur (Nominee Director of Lexington Equity Holdings Limited) ||Non-Executive & Non Independent ||2nd May, 2013 |
|8. ||Mr.Supratim Banerjee (Alternate Director to Mr. Gaurav Mathur) ||Non-Executive & Non Independent ||2nd May, 2013 |
The Board places on record its gratitude for the services rendered by the above saiddirectors during their tenure as members of the Board of Directors.
Further during the year under review, Dr. Ashok Kumar was appointed as additionaldirector effective from 1st May, 2013. In terms of Section 260 of the CompaniesAct, 1956, Dr. Kumar shall hold office up to the date of the ensuing Annual GeneralMeeting of the Company and is eligible for appointment as Director. The Company hasreceived a notice under Section 257 of the Companies Act, 1956, proposing the appointmentof Dr. Ashok Kumar as director of the Company, who will be liable to retire by rotation.
c) Reappointment of director(s) retire by rotation
In terms of Article 70 of the Articles of Association of the Company, Mr.Surender KumarTuteja is liable to retire by rotation at the ensuing Annual General Meeting, and beingeligible, offer himself for re-appointment.
The brief resumes of the Directors who are to be appointed/ re-appointed, the nature oftheir expertise in specific functional areas, names of companies in which they holddirectorships, committee memberships/ chairmanships, their shareholding etc., arefurnished in the explanatory statement to the notice of the ensuing Annual GeneralMeeting.
6. PAYMENT OF COMMISSION TO NON EXECUTIVE DIRECTORS
The Shareholders' of the Company in their Annual General Meeting held on 7thDecember, 2010, authorised the Board of Directors to approve the payment of commission tothe Non-Executive Directors per annum not exceeding 1% of the net profits of the Companyannually (computed in accordance with section 309(5) of the Companies Act, 1956) in suchmanner as the Board of Directors of the Company may from time to time determine. Howeverthe Board of Directors of the Company in their meeting duly held on 12th May,2012 had decided to give commission maximum up to Rs. 10 lacs to each of the IndependentDirectors.
However all the Independent Directors i.e. Mr.Surender Kumar Tuteja, Mr.Vinod SagarWahi and Mr. Rajeev Thakore after considering the low profitability of the Company andnon-recommendation of any dividend to shareholders of the Company for the financial yearended 31stMarch, 2012, on their own accord waived off the payment of the saidcommission and relinquished all their claims, interest, and benefits in relation to that.
7. CORPORATE DEBT RESTRUCTURING (CDR)
During the year under review, the Board of Directors of the Company in their meetingduly held on 22nd March, 2013 approved the filing of an application forrestructuring of the Corporate Debt of the Company and had taken a decision to refer thesame to Corporate Debt Restructuring Cell under the CDR mechanism that is governed by theCorporate Debt Restructuring Scheme issued by Reserve Bank of India vide Circular NoRBI/2008-09/143, DBOD. No.BP.BC.No.37 /21.04.132/2008-09, and the Corporate DebtRestructuring Guidelines formulated there under in consultation with State Bank ofPatiala, the lead bank of Consortium Banks, and same has been reviewed and accepted by CDRCell in their meeting duly held on 26thApril , 2013.
8. MAJOR ACQUISITIONS, INVESTMENTS & DISINVESTMENTS
a) During the financial year under review the company has acquired 20% stake in A2ZWaste Management (Jaipur) Limited ("A2Z Jaipur")
The Company has acquired 20% stake of A2Z Waste Management (Jaipur) Limited("A2Z Jaipur") from A2Z Infrastructure Limited on 11th July,2012. The main object of A2Z Jaipur is to carry on the business of collection,segregation, and transportation of municipal solid wastes on Design, Build, Own, Operateand Transfer (DBOOT) basis or on commercial basis and also dispose of the Municipal solidwaste at the designated sites, implement a scientific solid waste management system in theCity of Jaipur as per the guidelines issued by Nagar Nigam Jaipur, Rajasthan.
b) Amalgamation of A2Z Infra Management & Services Limited, Imatek SolutionsPrivate Limited, CNCS Facility Solutions Private Limited, subsidiary Companies with A2ZInfraservices Limited, a subsidiary company
A Scheme of arrangement for Amalgamation ("Scheme") of M/s. A2Z InfraManagement & Services Limited, M/s. Imatek Solutions Private Limited and M/s. CNCSFacility Solutions Private Limited with A2Z Infraservices Limited on a going concern basiswas approved by the Hon'ble High Court of Punjab & Haryana at Chandigarh vide itsOrder dated 19th July, 2012 effective from 1st April, 2011 (theappointed date).The copy of the said order has been filed with the Registrar of Companies,NCT of Delhi & Haryana (ROC) vide E-Form No. 21 on 6th August, 2012(effective date).
Further as per the sanctioned Scheme 10,40,600 (Ten Lacs Forty Thousand Six Hundred)fully paid up Equity shares of Rs. 10 each have been issued and allotted to Company forconsiderationother than in cash.
c) Disinvestment of Weensure E Waste Limited (formerly known as A2Z E Waste ManagementLimited)
Pursuant to the Share Purchase Agreement entered on 12th November, 2012executed by and between the Company, Sardana Recycling Private Limited (the"buyer"), Weensure E Waste Limited (formerly known as A2Z E Waste ManagementLimited) and Dataserv APAC Limited (formerly known as A2Z Dataserv Limited) along withaddendums thereto, the Company had proposed to sell the entire shareholding in the paid upEquity and Preference Share Capital to the buyer in one or more tranches at a totalconsideration of Rs. 230 Million. The company has ceased to be a subsidiary of the Companyw.e.f. 25th March, 2013.
9. EMPLOYEE STOCK OPTION PLAN 2010 (ESOP)
Complete detail & Status of A2ZSTOCK OPTION PLAN, 2010 as on 31stMarch,2013 is attached as Annexure I to Director's Report.
Auditor's Certificate under clause 14.1 of SEBI (ESOP) Guidelines 1999 shall be placedat ensuing Annual General Meeting.
10. UTILIZATION OF ISSUE PROCEEDS
During the year under review the Board of directors decided to vary the objects asstated in the prospectus and for this purpose a postal ballot was conducted in order toget consent of the members by way of ordinary resolution. The said ordinary resolution wassuccessfully passed on 22nd March, 2013 where the result of the postal ballotwas declared at the registered office of the company. The result of the same was displayedon company's website i.e. www.a2zgroup.co.in and was simultaneously intimated to BombayStock Exchange and National Stock Exchange of India. Pursuant to the provisions of Clause43 of listing agreement with the Exchanges, the utilization of the net proceeds of IPO ason 31st March, 2013 is as follows:
|Particulars of funds utilised for ||Total amount to be financed from the proceeds of the Fresh Issue as per the prospectus, as modified by the Postal Ballot on August 30, 2011 ||Total amount to be financed from the proceeds of the Fresh Issue as per the prospectus, as further modified by the Postal Ballot on March 22, 2013 ||Actual Utilisation till 31st March, 2013 |
|Investment in three biomass (bagasse)-based power cogeneration projects of 15 MW each in the State of Punjab ||680.31 ||680.31 ||680.31 |
|Investment in five biomass-based power generation projects of 15 MW each in the State of Rajasthan ||101.54 ||101.54 ||101.54 |
|Investment in two biomass-based power generation projects of 10 MW each in the States of Uttar Pradesh and Madhya Pradesh ||344.56 ||135.89 ||135.89 |
|Investment in subsidiaries || || || |
|(i) Share capital in A2Z Infrastructure Limited for the 15 MW biomass-based power generation project in Kanpur. ||250.00 ||250.00 ||250.00 |
|(ii) Share capital in A2Z Infrastructure Limited and its subsidiaries for certain MSW projects ||423.42 ||423.42 ||423.42 |
|(iii) Share capital in MansiBijlee& Rice Mills Limited, the subsidiary that will implement rice mill and associated rice-husk based biomass power generation project in the State of Punjab ||258.26 ||149.98 ||149.98 |
|(iv) Share capital in A2Z Infrastructure Limited for the 10 MW biomass-based power generation project in Uttar Pradesh ||172.28 ||172.28 ||172.28 |
|(v) Share capital in A2Z Infrastructure Limited and its subsidiaries for certain additional MSW projects ||936.68 ||936.68 ||936.68 |
|Repayment of loan granted by L&T Infrastructure Finance to the Company ||416.67 ||416.67 ||416.67 |
|Acquisition of stake held by IL&FS in A2Z Infraservices Limited &Imatek Solutions Private Limited ||410.00 ||410.00 ||410.00 |
|Working capital requirements ||1,250.00 ||1,566.95 ||1,566.95 |
|General corporate purposes ||1217.77 ||1217.77 ||1217.77 |
|Issue (IPO) related expenses ||288.51 ||288.51 ||288.51 |
|Total ||6,750.00 ||6,750.00 ||6,750.00 |
11. SHARES HELD IN SUSPENSE ACCOUNT
At the time of public issue 1,035 Equity Shares were transferred to suspense account aswere unclaimed. At the end of last year i.e. as on 31st March, 2012, 105 shareswere lying in the suspense account. During the year no sharehas been transferred fromsuspense account to shareholders. Detail of Shares in Suspense Account is as follows:
|Particulars ||No. of Cases ||No. of Shares |
|Aggregate No. of Shareholders and outstanding shares in suspense account lying at the beginning of the year-01/04/2012 ||01 ||105 |
|Number of Shareholders who approached to issuer/registrar for transfer of shares from suspense account during the year -01/04/2012- 31/03/ 2013 ||NIL ||NIL |
|Number of Shareholders to whom shares were transferred from suspense account during the year-01/04/2012-31/03/2013 ||NIL ||NIL |
|Aggregate No. of Shareholders and outstanding shares in the suspense account lying at the end of the year-01/04/2012-31/03/2013 ||01 ||105* |
*The voting rights on these shares shall remain frozen till the rightful owner of suchshares claims the shares.
As on March 31, 2013, the Company had 38 (Thirty Eight) direct and step down subsidiarycompanies and an association of person (AOP) in which company is having 60% sharing inprofits, a list of which is given in the notes to financials. During the year under reviewWe ensure E Waste Limited (formerly known as A2Z E Waste Management Limited) has ceased tobe subsidiary of the Company consequently Dataserv APAC Limited (Formerly known as A2ZDataserv Limited) also ceased to be the step down subsidiary, and during the year underreview A2Z Mayo SNT Waste Management (Nanded) Private Limited has become the step downsubsidiary of the Company.
13. CONSOLIDATION OF FINANCIAL STATEMENTS:
In terms of Section 212(8) of the Companies Act, 1956 read with the General CircularNo. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Governmentof India, general exemption has been provided to the Companies from compliance of theprovisions of Section 212(1) of the Companies Act, 1956 subject to compliance withconditions as referred to in the said General Circular No 2/2011 dated February 8, 2011.The Board of Directors of the Company, accordingly, has given its consent for thenon-attaching the balance sheet of the subsidiaries and accordingly the balance sheet,statement of profit and loss and other information of the subsidiary companies are notbeing attached with the balance sheet of the Company. However, some key information of thesubsidiary companies as required to be provided in terms of the said circular, isdisclosed in the Annual report.
The annual accounts of the Subsidiary Companies and the related detailed informationwill be made available to any member of the Company/its subsidiaries who may be interestedin obtaining the same. The annual accounts of the subsidiary companies will also kept forinspection by any member at the Company's registered office and corporate office and thatof the respective subsidiary Companies.
The Annual Report of the Company contains the consolidated audited financial statementsprepared pursuant to clause 41 of the Listing Agreement entered into the stock exchangesand prepared in accordance with the mandatory accounting standards as notified by theCompanies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions ofthe Companies Act, 1956.
14. INTERNAL CONTROL SYSTEMS
The Company has a proper, efficient & adequate internal control system. It ensuresthat all the assets are safeguarded and protected against loss from unauthorized use ordisposition and the transactions are authorized, recorded and reported correctly.
An effective programme of internal audit and management review supplements the processof internal control. Properly documented policies, guidelines and procedures are laid downfor this purpose. The internal control system has been designed so as to ensure that thefinancial and other records of the Company are reliable for preparing the financial andother statements and for maintaining accountability of assets of the Company.
The Company has also constituted an Audit Committee comprising of 3 (Three)professionally qualified directors, who regularly interact with the Statutory Auditors andInternal Auditors in dealing with the matters specified within its terms of reference. TheCommittee mainly deals with accounting matters, financial reporting and internal controls.
15. AUDIT COMMITTEE RECOMMENDATION
During the year under review there was no such recommendation of the Audit Committeewhich was not accepted by the Board. Hence there is no need for disclosure of the same inthis report.
16. RISK MANGEMENT SYSTEM
Risks are an integral part of any business and the risk profile, to a great extent,depends on the climatic conditions, economic and business conditions and the markets andcustomers we serve.
Your Company has adopted a comprehensive & effective system of Risk Management. TheCompany has adopted a procedure for risk assessment and its minimization. It ensures thatall the risks are timely identified and mitigated in accordance with the well-structuredRisk Management process. The Board of directors & the Audit Committee periodicallyreview the Risk management process.
The Equity shares of the Company continue to remain listed on Bombay Stock ExchangeLimited (BSE) and National Stock Exchange of India Limited and the stipulated listing feesfor FY 2013-14 have been paid to both the Stock Exchanges.
18. PUBLIC DEPOSITS
During the year under review the company has not accepted any deposit from publicwithin the meaning of section 58A of the Companies Act, 1956 and rules made there under.
19. AUDITORS AND AUDITOR'S REPORT
M/s. Walker Chandiok & Co. Chartered Accountants, Statutory Auditors of the Companywill hold office up to the conclusion of the ensuing Annual General Meeting and beingeligible have offered themselves for re-appointment.
On recommendation of the Audit Committee the Board has recommended the re-appointmentof M/s Walker, Chandiok & Co., Chartered Accountants as Statutory Auditors. M/sWalker, Chandiok & Co., Chartered Accountants, if appointed by members as Statutoryauditor shall hold office from the conclusion of ensuing Annual General Meeting up to thenext Annual General Meeting of the Company.
Certificate from the said Auditors has been obtained to the effect that theirre-appointment, if made, would be within the limits specified under Section 224 (1B) ofthe Companies Act, 1956.
The auditor's report presented by M/s Walker Chandiok & Co., Statutory Auditors onthe accounts of the company for the financial year ended 31st March, 2013 isself-explanatory and requires no comments and the Management replies to the auditobservations are as under:
Explanation to para 7 (a) of Auditor's report on Consolidated Financials of A2ZMaintenance & Engineering Services Limited, its subsidiaries and joint ventures ¶ 7 (a) of Auditor's report on Standalone Financials of A2Z Maintenance &Engineering Services Limited
The Company has outstanding recoverable of Rs 64.38 Million and Rs 60.64 Million beingdeductions proposed/ made by the respective customers on invoices raised by Company forservices rendered, price escalations on certain supply items and certain other items.
In one of the cases, involving amount of Rs 64.38 Million, the Company had filed anapplication with the High Court for appointment of arbitrator in response to which theHigh Court had appointed an arbitrator to settle the dispute. In the other case, involvingoutstanding receivables of Rs 60.64 Million, the Company has filed a Special leavepetition with the Hon'ble Supreme Court against the hon'ble High Court's order forappointment of arbitrator, accordingly the Hon'ble Supreme Court has given stay on theproceedings of the arbitrator appointed by the customer. The Management based on the legaladvice, believes that the outcome of legal matters is likely to be in its favor and hasthus classified the said amount as recoverable in the books and no adjustment have beenmade with respect of the same in the financial statements of the Company.
Explanation to para 7 (b) of Auditor's report on Consolidated Financials of A2ZMaintenance & Engineering Services Limited, its subsidiaries and joint ventures
One of the subsidiary company, A2Z Infrastructure Limited, has outstanding recoverableof Rs 76.27 Million, being receivable from a customer for collection and transportation ofmunicipal solid waste.
The subsidiary company has filed a writ petition with High Court of Patna for recoveryof dues. An interim order was passed directing the customer to release 75% of the amountrecoverable. Against the interim order, the customer has filed Letters Patent Appeal('LPA') which has been dismissed, confirming the interim order. Subsequently, the writpetition has been allowed by the Court and customer has been directed to pay the entireamount along with the interest at the rate of 8% p.a from the due date.
Explanation to para 7 (c) of Auditor's report on Consolidated Financials of A2ZMaintenance & Engineering Services Limited, its subsidiaries and joint ventures¶ 7 (b) of Auditor's report on Standalone Financials of A2Z Maintenance &Engineering Services Limited
The Company has incurred a loss of Rs. 538.10 Million for the year ended 31stMarch, 2013 and is presently facing acute liquidity problems on account of delayedrealisation of trade receivables coupled with delays in commencement of commercialproduction at its biomass based power generation plants. Management is evaluating variousoptions and addition to consolidation of business by focusing on core operations anddisposing off the non-core assets, has also made reference to Corporate Debt RestructuringCell ('CDR Cell') under the CDR mechanismas approved by the Board of Directors in theirmeeting duly held on 22nd March, 2013. The CDR Cell has accepted the Company'sapplication in the meeting held on 26th April, 2013. The Company is in theprocess of complying with the conditions precedent to the restructuring process andobtaining the approval of the lending banks and the CDR Cell Empowered Group.TheManagement believes that the Company will be able to receive the approval of the CDR Cellin the due course and in view of the proposed restructuring of debt obligations, noadjustments are required in the financial statements and accordingly, these have beenprepared on a going concern basis.
Explanation to Point No. (ix) (a) & (xi) of the Annexure to the Auditor's Report onStandalone Financials of A2Z Maintenance & Engineering Services Limited
In respect of auditor's observation in standalone financial statements regardingcertain default in payment of interest and repayment of dues of banks and delay indepositing statutory dues:
It is clarified that the delay arose on account of delayed realisation of tradereceivables coupled with delays in commencement of commercial production at its biomassbased power generation plants.
Explanation to Point No. (xxi) of the Annexure to the Auditor's Report on StandaloneFinancials of A2Z Maintenance & Engineering Services Limited
During the year theft by unidentified individual of materials amounting to Rs. 29.17Million and of cash amounting to Rs 3.82 Million have been reported against which theCompany has filed an insurance claim with the Insurance Company. We have taken adequatesafeguards to prevent theft of materials in future.
Pursuant to section 228(3) (a) and other applicable provisions, if any, of theCompanies Act, 1956 and subject to the approval in the General Meeting, the accounts of abranch can be audited otherwise than by the Company's auditors and the Board of Directors,in consultation with the Company's auditors, can appoint such branch auditors.
Accordingly the approval of the shareholders is sought to authorise the Board ofDirectors of your Company to appoint in consultation with the Statutory Auditors of theCompany any person other than the Statutory Auditors, the Auditors for any branch officeof your Company, which is already opened or is to be opened.
Further the accounts of the abovementioned branches have been consolidated in theCompany's financials.
20. COST AUDITOR:
M/s. Harendra Singh & Company, Cost Accountants were appointed as Cost Auditors ofthe Company to conduct cost audit for the financial year 2012-13. The Cost Audit Reportfor the Financial year 2012-13 is due to be filed with MCA on or before 27thSeptember, 2013(being within 180 days from the end of reporting year).
21. PARTICULARS OF EMPLOYEES
The information required under the provisions of Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, isattached as Annexure II to Director's Report.
22. CORPORATE GOVERNANCE REPORT
Your Company strongly believes in maintaining high corporate governance standards. Thecompany is regularly complying with the regulatory norms of Corporate Governance asstipulated under clause 49 of the listing agreement. A detailed report on compliance ofcorporate governance along with Management Discussion & Analysis forms part of theAnnual Report.
The requisite Certificate from the Practicing Company Secretary Mr. Deepak Gupta, apartner of M/s DR Associates, Company Secretaries regarding Compliance with the conditionsof Corporate Governance as stipulated in Clause 49 is annexed as Annexure-III to CorporateGovernance.
Certificate of the CEO/CFO, inter alia, confirming the correctness of the financialstatements, compliance with Company's Code of Conduct, adequacy of the Internal Controlmeasures and reporting of matters to the Audit Committee in terms of Clause 49 of theListing Agreement with the Stock Exchanges, is attached in the Corporate Governance Reportand forms part of this Report.
23. DIRECTOR'S RESPONSIBILITY STATEMENTS:
In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, yourdirectors state that:
1. In the preparation of the annual accounts, applicable accounting standards have beenfollowed along with proper explanation relating to material departures.
2. Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates are made so as to give a true and fair view of the state ofaffairs of the Company as on 31st March, 2013 and of the profits or loss of theCompany for the year ended on that date.
3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956, for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts of the company have been prepared on a going concern basis.
24. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Particulars required to be furnished pursuant to section 217(1)(e) of the Companiesact, 1956 read with the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988:
i. Part A and B of the Rules pertaining to conservation of energy and technologyabsorption are not applicable to the Company.
|ii. Foreign Exchange earnings and outgo: || |
|Earnings: Revenue from Engineering Services ||- Rs. 491.89 Million |
|Outgo - Expenditure in Foreign Currency ||- Rs. 3.80 Million |
|CIF value of Imports ||- Rs. 12.82 Million |
Your Directors would like to express their gratitude and appreciation for theco-operation and support extended by the Bankers, Vendors, Investors, Business Associatesand various Government Agencies/Authorities during the year under review. Your Directorsalso wish to place on record their deep sense of appreciation for the committed servicesand untiring efforts of the executives, staff and workers of the Company at all thelevels.
| ||For and on behalf of Board of Directors |
| ||Sd/- |
|Date: August 24, 2013 ||(Surender Kumar Tuteja) |
|Place: Gurgaon ||Chairman |
Annexure I to Directors' Report
A2Z STOCK OPTION 2010: STATUS AS ON 31.03.2013
|S. NO PARTICULARS ||A2Z STOCK OPTION PLAN 2010 |
|1 Number of Stock options granted ||755,500 |
|2 Pricing Formula ||Rs. 314.13 |
|3 Option Vested ||231,100 |
|4 Number of Option exercised ||NIL |
|5 Number of Shares arising as a result of exercise of option ||NIL |
|6 Variation of terms of options ||NONE |
|7 Number of option lapsed ||212,250 |
|8 Money realized upon exercise of options ||NIL |
|9 Total number of option in force ||543,250 |
|10 (a) Options granted to senior managerial personnel || |
|Mr.Surender Kumar Tuteja ||25,000 |
|Mr. Ashok Kumar Saini ||33,750 |
|Mr. Manoj Gupta ||33,750 |
|Mr. Sanjeev Sharma ||33,750 |
|Mr. Rajesh Jain ||25,000 |
|Mr. Sunil B Chhibar ||25,000 |
|Mr.Atul Kumar Agarwal ||5,000 |
|(b) Any other employee who receives a grant in any one year of option amounting to 5% or more of options granted during the year ||None |
|c) Identified employees who were granted options during any 1 year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants & conversions) of the Company at the time of grant ||None |
|11 (i) Method of calculation of employee compensation cost ||Intrinsic Value Method |
|(ii) Difference between the employee compensation cost so computed at above and the employee compensation cost that shall have been recognised if it had used the fair value of the options ||Rs. (2,972,047) |
|(iii)The impact of this difference on profits and on EPS of the Company ||- |
|Profit including extra-ordinary items, as reported ||Rs. (538,104,867) |
|Add: Employee stock compensation under intrinsic value method || |
|Less: Employee stock compensation under fair value method* ||Rs. (2,972,047) |
|Pro-forma profit ||Rs. (535,132,820) |
|Earnings Per Share || |
|Basic || |
|As reported (including extra-ordinary items ||Rs. (7.25) |
|Pro-forma ||Rs. (7.21) |
|Diluted || |
|As reported (including extra-ordinary items) ||Rs. (7.25) |
|Pro-forma ||Rs. (7.21) |
|12 a) Weighted average exercise prices of option granted ||Rs. 314.13 |
|b) Weighted average fair value of options granted on the date of grant ||Rs. 58.23 |
|13 Method and significant assumptions used to estimate the fair values of options ||Black Scholes Valuation Model |
|(i) Weighted average share price / Fair value of share ||Rs. 221.75 |
|(ii) Exercise Price ||Rs. 314.13 |
|(iii) Annual Volatility (Standard Deviation - Annual) ||34.93% |
|(iv) Time To Maturity - in years ||5.51 |
|(v) Dividend Yield ||2.25% |
|(vi) Risk free Rate - Annual ||7.45% |
Annexure II to Directors' Report
LIST OF PERSONS EMPLOYED THROUGOUT THE FINANCIAL YEAR- NONE
LIST OF PERSONS EMPLOYED FOR PART OF THE FINANCIAL YEAR
|Name ||Designation ||Gross Remuneration In Rs. ||Qualifi-cation ||Years of Experi-ence ||Date of com-mencement of employment ||Age ||Last Employment ||Last Designa-tion |
|Mr.Rakesh Gupta ||Group Chief Financial Officer ||30,00,000/ ||B.Com, FCA ||29 ||16th May, 2007 ||51 ||M/s Nahar Industrial Entreprises Limited ||Vice President |
a. Remuneration includes Salary, allowances, taxable perquisites, and Company'scontribution to provident fund.
b. Mr.Rakesh Gupta is not in relation to any director of the Company.
c. Mr.Rakesh Gupta has resigned effective from 30th September, 2012.