A2Z Maintenance & Engineering Services Ltd

BSE: 533292 | NSE: A2ZMES | ISIN: INE619I01012 
Market Cap: [Rs.Cr.] 156.89 | Face Value: [Rs.] 10
Industry: Engineering

Director's Report
Directors

To,

The Members,

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:

Standalone

Consolidated

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.

Consolidated:

• 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.

2. DIVIDEND

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.

12. SUBSIDIARIES

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.

17. LISTING

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 &para 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&para 7 (b) of Audi

Futures & Options Quote
Future Data Not present
Key Information

Key Executives:

Surender Kumar Tuteja , Chairman

Amit Mittal , Managing Director

Dipali Mittal , Whole-time Director

Atul Kumar Agarwal , Company Secretary


Company Head Office / Quarters:

O-116 1st Fl DLF Shopping Mall,
Arjun Marg DLF City Phase I,
Gurgaon,
Haryana-122002
Phone : Haryana-91-124-4300426 / Haryana-
Fax : Haryana-91-124-2566651 / Haryana-
E-mail : info@a2zemail.com
Web : http://www.a2zgroup.co.in

Registrars:


 
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