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Auditor Report of A2Z Infra Engineering Ltd.

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of A2Z Infra Engineering Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company's branches at Zambia and Uganda.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

9. We draw attention to

a. Note 14.2 to the standalone financial statements which describes the uncertainty relating to the assumptions used by management with respect to the impairment assessment of the cogeneration power plants and the extension of the concession period for an additional term as per the conditions stipulated in the agreement.

b. Note 23.2 to the standalone financial statements with respect to Contract revenue in excess of billing relating to certain contracts which are still in progress aggregating to Rs. 1,966,500,958, recognized in the earlier years. Management, based on ongoing discussions/ negotiations with the customers believes that these amounts are billable and accordingly no adjustments have been made in the standalone financial statements.

c. Note 33(a) to the standalone financial statements which describes the uncertainty relating to the outcome of litigations pertaining to income tax matters pursuant to assessment orders received by the Company for the Assessment years 2009-10 to 2013-14 against which management has filed appeals with Commissioner of Income Tax (CIT) (Appeals). Pending the final outcome of these matters, which is presently unascertainable, no adjustments have been made in the standalone financial statements.

Our opinion is not modified in respect of above matters.

Other Matter

10. We did not audit the financial statements of certain branches, included in these financial statements, whose financial statements reflect total assets (after eliminating intra-group transactions) of Rs. 249,465,383 as at March 31, 2015; as well as the total revenue (after eliminating intra-group transactions) of Rs. 346,304,088 for the year ended March 31, 2015. These financial statements and other financial information have been audited by other auditors whose audit reports have been furnished to us, and our opinion in respect thereof is based solely on the audit reports of such other auditors. Our opinion is not modified in respect of this matter

Report on Other Legal and Regulatory Requirements

11. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

12. As required by Section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c. the reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d. the standalone financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

e. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

f. on the basis of the written representations received from the directors as on March 31, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of the Act;

g. with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. as detailed in Note 33(a) to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii. the Company, as detailed in Note 34.1 to the standalone financial statements, has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts. The Company does not have any derivative contracts.

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditor's Report of even date to the members of A2Z Infra Engineering Limited (formerly known as A2Z Maintenance & Engineering Services Limited) on the financial statements for the year ended March 31, 2015

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of -three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has granted unsecured loans to companies/ firms/ other parties covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) the principal amounts and interest thereon are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, receipt of the principal amount and interest is regular; and

(b) in the absence of stipulated terms and conditions, we are unable to comment as to whether there is any overdue amount in excess of Rs. one lakh and whether reasonable steps have been taken by the Company for recovery of the principal amount and interest.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub- section (1) of Section 148 of the Act in respect of Company's products / services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the statute Nature of the dues Amount Period to (Rs.) which the amount relates

Employees' State Employee State 318,652 August, 2014 Insurance Act, 1948 Insurance

Employees Provident Provident Fund 2,788,147 December, 2013 Funds and to August, 2014 Miscellaneous Provisions Act, 1952

The Maharashtra State Professional Tax 16,450 June, 2012 Tax on Professions, Trades, Callings and Employments Acts, 1975.

Madhya Pradesh Professional Tax 455,605 July 2012 Professional Tax August 2014 Act, 1995



West Bengal State Professional Tax 9,916 December,2012 Tax on Professions, Trades, Callings and Employments Act, 1979

Orissa State Tax on Professional Tax 1,700 March, 2013 Professions, Trades, Callings And Employments Act, 2000

Name of the Statute Due date Date of payment

Employees' State Insurance Act, 1948 September Not yet paid 21, 2014

Employees Provident Funds and Miscellaneous Provisions Act, 1952 20th day of Not yet paid subsequent month

The Maharashtra State July 11.2012 Not yet Paid Tax on Professions, Trades, Callings and Employments Acts, 1975.

Madhya Pradesh 10th day of Not yet Paid Professional Tax subsequent Act, 1995 month



West Bengal State January 21,2013 Not yet Paid Tax on Professions, Trades, Callings and Employments Act, 1979

Orissa State Tax on April 30,2013 Not yet Paid Professions, Trades, Callings And Employments Act, 2000

(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the statute Nature of dues Amount Amount Paid (Rs.) Under Protest (Rs.)

Income Tax Act, 1961 Demand made under 199,216,987 - section 153A & 153B

Bihar Value Added Bihar Value Added 8,354,879 - Tax Act, 2005 Tax

Bihar Value Added 43,198,065 - Tax

Jharkhand Value Jharkhand Value 10,650,909 5,823,531 Added Tax Act, 2005 Added Tax

The West Bengal Value Works Contract Tax 65,310,875 5,000,000 Added Tax Act, 2003

West Bengal Value 101,939,698 17,500,000 Added Tax

Central Sales Tax 5,412,848 -

West Bengal Value 22,915,835 - Added Tax

The Maharashtra Value Central Sales Tax 13,142,012 - Added Tax Act, 2002

Maharashtra Value 180,178,725 - added Tax



Maharashtra Value 1,552,490 - added Tax

Central Sales Tax 15,406,040 -

Maharashtra Value 2,287,862 - added Tax

Central Sales Tax 22,598,531 -

AP Value Added Tax Andhra Pradesh Value 6,294,726 3,125,000 Act, 2005 added Tax

Delhi Value Added Tax Delhi Value Added Tax 11,376,623 - Act, 2004

The Madhya Pradesh Central Sales Tax 12,297,119 3,073,692 VAT Act, 2002

Central Sales Tax 8,995,531 -

Entry Tax 331,785 -

The Kerala Value Central Sales Tax 20,333,461 - Added Tax Act, 2003

Kerala Value Added 1,077,141 - Tax

Central Sales Tax 2,737,029 -



Name of the Statute Period to Forum where dispute which the is pending amount relates

Income Tax Act, 1961 AY-2009-10 Commissioner of Income Tax to 2013-14 (Appeals)-3, Gurgaon

Bihar Value Added 2010-11 Assessing Officer Commercial Tax Act,2005 tax, Bihar

2012-13 Honorable High Court, Patna

Jharkhand Value 2008-09 Remanded back to assessing Added Tax Act,2005 to 2011-12 authority, by Commissioner Commercial tax, Ranchi, Jharkhand

The West Bengal Value 2009-10 West Bengal Commercial Added Tax Act, 2003 Taxes Appellate & Provisional Board, Kolkata

2010-11 Joint Commissioner (Appeals), Sales tax

2010-11 Joint Commissioner (Appeals), Sales tax

2011-12 Additional Commissioner of Commercial tax (Appeals)

The Maharashtra Value 2007-08 Company is in the process of Added Tax Act,2002 filing appeal with the Joint Commissioner (Appeal), Mumbai, Maharashtra against the demand. Time limit for filing such appeal has not yet expired.

2008-09 Maharashtra Sales Tax Tribunal

2009-10 Joint Commissioner (Appeal), Mumbai, Maharashtra

2009-10 Joint Commissioner (Appeal), Mumbai, Maharashtra

2010-11 Joint Commissioner (Appeal), Mumbai, Maharashtra

2010-11 Joint Commissioner (Appeal), Mumbai, Maharashtra

AP Value Added Tax 2010-11 AP Sales Tax and VAT Act,2005 Appellate Tribunal, Hyderabad

Delhi Value Added Tax 2010-11 Special commissioner-II, Delhi Act,2004

The Madhya Pradesh 2011-12 Additional Commissioner (Appeal), VAT Act,2002 Indore, Madhya Pradesh

2012-13 Company is in the process of filing appeal with the Joint Commissioner, Indore, Madhya Pradesh against the demand. Time limit for filing such appeal has not yet expired.

2012-13 Company is in the process of filing appeal with the Joint Commissioner, Indore, Madhya Pradesh against the demand. Time limit for filling such appeal has not yet expired.

The Kerala Value 2010-11 Deputy Commissioner, Kochi, Kerala Added Tax ACT,2013

2010-11 Deputy Commissioner, Kochi, Kerala

2009-10 Deputy Commissioner, Kochi, Kerala

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under. Accordingly, the provisions of clause 3(vii)(c) of the Order are not applicable.

(viii)In our opinion, the Company has no accumulated losses at the end of the financial year. The Company has incurred cash losses in the current and the immediately preceding financial year.

(ix) There are no dues payable to debenture-holders. The Company has defaulted in repayment of dues to the banks and financial institutions as summarized below:

Banks

Due date Amount of Default (Rs.) Default in days

January 31, 2013 175,484 516 - 608

February 3, 2013 8,150,709 786

February 28, 2013 256,200 471 - 580

March 31, 2013 377,517 440 - 549

April 30, 2013 5,731,392 410 - 700

May 31, 2013 6,385,780 379 - 669

June 13, 2013 50,000,000 656

June 30, 2013 6,594,424 349 - 639

July 31, 2013 10,739,919 318 - 608

August 31, 2013 14,695,361 287 - 577

September 13, 2013 50,000,000 564

September 30, 2013 14,433,965 257 - 547

October 31, 2013 15,716,028 226 - 516

November 30, 2013 15,355,468 196 - 486

December 13, 2013 50,000,000 473

December 31, 2013 16,048,404 287 - 455

January 31, 2014 16,167,140 256 - 424

February 28, 2014 15,052,520 228 - 396

March 13, 2014 50,000,000 383

March 31, 2014 23,749,371 197 - 365

April 30, 2014 21,897,646 2 - 335

May 31, 2014 23,261,309 2 - 304

June 30, 2014 29,670,127 1 - 274

July 31, 2014 29,886,167 1 - 243

August 31, 2014 29,944,445 1 - 212

September 30, 2014 27,707,531 1 - 182

October 31, 2014 44,250,756 1 - 151

November 30, 2014 42,394,923 1 - 121

December 31, 2014 44,064,499 1 - 90

January 31, 2015 81,331,144 21 - 59

February 28, 2015 102,406,559 19 - 31



Financial institutions

Due date Amount of default Default in days

April 30, 2013 4,176,525 700 May 31, 2013 6,577,723 669

June 28, 2013 500,000,000 641

June 30, 2013 6,298,256 639

July 15, 2013 6,674,922 624

July 31, 2013 6,510,669 608

August 31, 2013 8,670,351 577

September 30, 2013 8,524,117 547

October 15, 2013 6,874,963 532

October 31, 2013 6,516,332 516 November 30, 2013 6,309,163 486

December 31, 2013 6,519,469 455

January 31, 2014 6,519,469 424

February 28, 2014 5,888,552 396

March 31, 2014 6,534,283 365

April 30, 2014 6,325,611 335

May 31, 2014 6,535,619 304

June 30, 2014 6,324,175 274 July 31, 2014 6,534,538 243

August 31, 2014 6,533,781 212

September 30, 2014 6,321,848 182

October 31, 2014 6,531,696 151

November 30, 2014 6,320,202 121

December 31, 2014 6,530,039 90

January 31, 2015 6,529,199 59

February 28, 2015 5,896,298 31

(x) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, except for certain thefts of materials amounting to Rs. 11,833,071, identified by management during the year as explained in Note No. 23.1 to the financial statements. The Company has filed FIRs in this reference and has also submitted claims for the aforesaid amount with the insurance company.

For Walker Chandiok & Co LLP

(formerly Walker, Chandiok & Co)

Chartered Accountants

Firm's Registration No.: 001076N/N500013



Sd/-

per Neeraj Sharma

Place:Gurgaon Partner

Date :May 26, 2015 Membership No.: 502103


Mar 31, 2014

1. We have audited the accompanying financial statements of A2Z Maintenance & Engineering Services Limited, ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion

6. As detailed in note 31 to the financial statement, the Company continues to carry deferred tax assets of Rs. 396,071,991 on items comprising unabsorbed losses and other timing differences between the accounting and taxable income, which, in view of the management, shall be realized on generation of taxable income in future years. However, in the absence of virtual certainty supported by convincing evidence of availability of sufficient future taxable income, recognition of deferred tax assets, in our opinion, is not consistent with the accounting principles as laid down under Accounting Standard 22, "Accounting for Taxes on Income" as notified under the Companies (Accounting Standards) Rules 2006. Had the Company reversed these deferred tax assets, the loss after tax for the year ended March 31, 2014 would have been higher and reserves and surplus as at March 31, 2014 would have been lower by Rs. 396,071,991, and deferred tax assets as at March 31, 2014 would have been lower by the same amount.

Qualified Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

ii) in the case of Statement of Profit and Loss, of the loss for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Emphasis of Matter

8. We draw attention to note 44 to the financial statements which describes that the Company has incurred a net loss of Rs. 1,949,631,502 for the year ended March 31, 2014 and is currently facing liquidity problems. Management is evaluating various options and these conditions as set forth in the aforesaid note coupled with situation relating to Corporate Debt Restructuring Scheme, described in note 45 indicates the existence of a material uncertainty that may cast doubt on Company continuing as a going concern. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

10. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

c. we have received the reports on the accounts of the branch offices audited under section 228 by other auditors and have appropriately dealt with these while forming our audit opinion.

d. the financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

e. Except for the effects of the matter described in the Basis of Qualified Opinion paragraph, in our opinion, the financial statements comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 ; and

f. on the basis of written representations received from the directors, as on March 31, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Other Matter

11. We did not audit the financial statements of certain branches, included in these financial Statements, whose financial statements reflect total assets (after eliminating intra-group transactions) of Rs. 262,816,339 as at March 31, 2014; as well as the total revenue (after eliminating intra-group transactions) of Rs. 385,077,833 for the year ended March 31, 2014. These financial statements and other financial information have been audited by other auditors whose audit reports have been furnished to us, and our opinion in respect thereof is based solely on the audit reports of such other auditors. Our opinion is not qualified in respect of this matter.

Annexure to the Independent Auditors'' Report of even date to the members of A2Z Maintenance & Engineering Services Limited, on the financial statements for the year ended March 31, 2014

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of --three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(b) to 4(iii) (d) of the Order are not applicable (e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not entered into any contracts or arrangements referred to in Section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii)We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company''s products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable

(b) The dues outstanding in respect of income-tax, sales- tax, wealth tax, service tax, custom duty, excise duty, cess on account of any dispute, are as follows: Name of the statute Nature of dues Amount Amount Paid (Rs.) Under Protest (Rs.)

West Bengal Value Works Contract tax 65,310,875 5,000,000 Added Tax Act, 2003

West Bengal Value West Bengal Value 101,939,698 17,500,000 Added Tax

West Bengal Central Central Sales Tax 5,412,848 - Sales Tax Act, 2003

Bihar Value Added Bihar Value Added 8,354,879 - Tax Act, 2005 Tax Jharkhand Value Jharkhand Value 10,650,909 5,823,531 Added Tax Act, 2005 Added Tax

Andhra Pradesh Value Andhra Pradesh 6,294,726 3,125,000 Added Tax Act, 2005 Value Added Tax

Maharashtra Value Maharashtra Value 180,178,725 - Added Tax Act, 2002 Added Tax

Maharashtra Value Maharashtra Value 1,552,490 - Added Tax Act, 2002 Added Tax

Maharashtra Value Central Sales Tax 15,406,040 - Added Tax Act, 2002

Name of the statute Period to Forum where dispute which the is pending amount relates

West Bengal Value 2009-10 Joint Commissioner appeals, Added Tax Act, 2003 Sales tax

West Bengal Value 2010-11 Joint Commissioner appeals, Act, 2003 Added Tax Sales tax

West Bengal Central 2010-11 Honorable High Court, Sales Tax Act, 2003 Kolkata

Bihar Value Added 2010-11 Remanded back to Assessing Tax Act, 2005 Officer by the Joint Commissioner Commercial tax (Appeal), Bihar

Jharkhand Value 2008-09 to Joint Commissioner, commercial Added Tax Act, 2005 2011-12 tax, Ranchi, Jharkhand

Andhra Pradesh Value 2010-11 Andhra Pradesh VAT Tribunal Added Tax Act, 2005

Maharashtra Value 2008-09 Maharashtra Sales Tax Tribunal Added Tax Act, 2002

Maharashtra Value 2009-10 Company is in the process of Added Tax Act, 2002 filing appeal with Joint Commissioner, Mumbai, Maharashtra against the demand. Time limit for filing such appeal has not yet expired.

Maharashtra Value 2009-10 Company is in the process of Added Tax Act, 2002 filing appeal with Joint Commissioner, Mumbai, Maharashtra against the demand. Time limit for filing such appeal has not yet expired.

(x) In our opinion, the Company has no accumulated losses at the end of the financial year. The Company has incurred cash losses in the current and the immediately preceding financial year.

(xi) There are no dues payable to or debenture-holders. The Company has defaulted in repayment of dues to the following banks or financial institutions:

a) Corporate Debt Restructuring Lenders with whom Master Restructuring Agreement have been signed:

The Corporate debt restructuring (CDR) proposal to re-structure existing debt obligations, including interest, additional funding and other terms (hereafter referred to as "the CDR Scheme") of the Company, having January 01, 2013 as the "cut- off date", was approved by the CDR Cell vide its Letter of Approval (LOA) dated December 28, 2013 as further modified dated February 03, 2014. Out of seventeen lenders, twelve lenders (herein after termed as ''CDR lenders'') agreed to be part of the CDR scheme.

Following is the summary of status of the loan, interest and restructuring done under the CDR scheme:

Nature of Amount Outstanding Restructured Amount (Rs. in Crore)

Term Loan 880,000,000 Since June First installment of the 2013 Principal repayment now falls due on March 31, 2015

Working 414,400,000 From January Working capital term Capital Limit 1, 2013 Loan (WCTL-1)-First to September installment of the 30, 2013 Principal repayment now falls due on March 31, 2015

Working 197,583,867 From June Working capital term Capital Limit 1, 2013 to Loan (WCTL-2)First November installment of the 30, 2013 Principal repayment of Rs. 5,00,00,000 now falls due on March 31, 2014 has been repaid on June 7, 2014 of Rs. 1,76,22,000 & Rs. 3,23,78,000 on June 11, 2014

Interest on 117,926,028 From the First installment into term Loan January 1, funded interest term loan 2013 to (FITL) of the FITL March repayment now falls due 31, 2014 on March 31, 2015

Interest on 380,219,020 From the First installment into Working January 1, funded interest term Capital loan 2013 to loan(FITL) of the FITL March repayment now falls due 31, 2014 on March 31, 2015

Nature of Date of restructuring Amount by the bank

Term Loan March 29, 2014 Working Restructuring Capital Limit date ranging from December 30, 2013 to March 31, 2014

Working December 31, 2013 Capital Limit

Interest on March 29, 2014 term Loan

Interest on Restructuring date Working ranging from Capital loan November 22, 2013 to March 31, 2014 b) Other Lenders:

Due date Amount (Rs.) Delay in days*

November 30, 2012 8,150,709 486

December 31, 2012 67,015 455

January 31, 2013 19,307,893 424

February 28, 2013 16,646,994 396

March 31, 2013 11,384,700 365

April 30, 2013 36,025,569 335

May 31, 2013 21,592,373 304

June 30, 2013 20,578,607 274

July 15, 2013 6,674,922 259

July 31, 2013 17,206,770 243

August 31, 2013 23,457,816 212

September 30, 2013 22,737,868 182

October 15, 2013 6,874,963 167

October 31, 2013 22,017,610 151

November 30, 2013 21,526,899 121

December 31, 2013 22,820,761 90

January 31, 2014 35,947,523 59

February 28, 2014 29,979,360 31

* Delay in number of days as at year end-

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4 (xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, except for certain thefts of materials amounting to Rs. 63,042,251, identified by management during the year as explained in Note No. 23.1 to the financial statements. The company has initiated a legal action and has submitted claims for the aforesaid amount with the insurance company.

For Walker Chandiok & Co., LLP (formerly Walker, Chandiok & Co) Chartered Accountants Firm Registration No.: 001076N

Sd/- per Neeraj Sharma Place: Gurgaon Partner Date : May 30, 2014 Membership No.: 502103


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying fnancial statements of A2Z Maintenance & Engineering Services Limited, ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these fnancial statements, that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these fnancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the fnancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fnancial statements.

5. We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

ii) in the case of Statement of Proft and Loss, of the loss for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash fows for the year ended on that date. Emphasis of Matter

7. We draw attention to:

(a) Note 20.2 to the fnancial statement regarding outstanding recoverable of Rs 64,381,729 and Rs 60,639,340, being deductions proposed/ made by the respective customers on invoices raised by the Company for services rendered, price escalations on certain supply items and certain other items. There exists however material uncertainty in respect of the collectability of the above receivables. Pending the fnal outcome of the matter, no adjustments have been made in these fnancial statements. Our audit report is not qualifed in respect of this matter.

(b) Note 45 to the fnancial statement which describes that the Company has incurred a net loss of Rs. 538,104,867 for the year ended March 31, 2013 and is currently facing acute liquidity problems. Management is evaluating various options and has applied for restructuring of its existing debt obligations, including interest and other related terms and conditions under the corporate debt restructuring program. These conditions as set forth in the aforesaid note indicates the existence of a material uncertainty that may cast signifcant doubt on Company continuing as a going concern. Our audit report is not qualifed in respect of this matter.

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor’s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the Order.

9. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

c. we have received the reports on the accounts of the branch offces audited under section 228 by other auditors and have appropriately dealt with these while forming our audit opinion.

d. the fnancial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

e. in our opinion, the fnancial statements comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act; and

f. on the basis of written representations received from the directors, as on March 31, 2013 and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Other Matter

(c) We did not audit the fnancial statements of two branches, included in these fnancial statements, whose fnancial statements refect total assets of Rs. 291,692,451 as at March 31, 2013, total revenues of Rs 432,982,332 and cash outfows of Rs 11,567,697 for the year ended March 31, 2013. These fnancial statements have been audited by the branch auditor whose report has been furnished to us and our opinion in respect thereof is based solely on his report. Our audit report is not qualifed in respect of this matter.

Annexure to the Independent Auditors’ Report of even date to the members of A2Z Maintenance & Engineering Services Limited, on the fnancial statements for the year ended March 31, 2013

Based on the audit procedures performed for the purpose of reporting a true and fair view on the fnancial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fxed assets.

(b) The Company has a regular program of physical verifcation of its fxed assets under which fxed assets are verifed in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verifcation.

(c) In our opinion, a substantial part of fxed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verifcation of inventory at reasonable intervals during the year.

(b) The procedures of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verifcation.

(iii) (a) The Company has granted unsecured loans to two parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 170,976,132 and the year-end balance is Rs. 170,976,132.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans given, the principal and interest amounts are repayable on demand and since the repayment of such loans and interest thereon has been made whenever demanded, in our opinion, repayment of the principal and interest amounts is regular.

(d) There is no overdue amount in respect of loans granted to such companies.

(e) The Company has not taken any loans, secured or unsecured from companies, frms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fxed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not entered into any contracts or arrangements referred to in Section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company’s products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales- tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been signifcant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the stat- Nature of Amount Period to which ute the dues (Rs) the amount relates

Finance Act, 1994 Service Tax 8,602,339 2012-13

Finance Act, 1994 Service Tax 9,730,720 2012-13

Finance Act, 1994 Service Tax 7,044,748 2012-13

Finance Act, 1994 Service Tax 5,163,623 2012-13

Finance Act, 1994 Service Tax 3,448,106 2012-13

Name Due Date Date of Payment

Finance Act, 1994 May 5, 2012 Not yet paid

Finance Act, 1994 June 5, 2012, Not yet paid

Finance Act, 1994 July 5, 2012 Not yet paid

Finance Act, 1994 August 5, 2012 Not yet paid

Finance Act, 1994 September 5, 2012 Not yet paid

(x) In our opinion, the Company has no accumulated losses at the end of the fnancial year and it has not incurred cash losses in the immediately preceding fnancial year; however, in the current fnancial year, the Company has incurred cash losses.

(xi) There are no dues payable to fnancial institutions or debenture-holders. The Company has defaulted in repayment of dues to banks as follows:

*Delay in number of days as at year end (xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual beneft fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or fnancial institutions are not, prima facie prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. The management of the Company has disclosed the end use of monies raised by public issue in the previous year / earlier years in the current year fnancial statements and the same has been verifed by us.

(xxi) According to the information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the course of our audit except for theft by unidentifed individuals of materials amounting to Rs. 29,171,477 and of cash amounting to Rs. 3,820,131 reported during the year as referred to in Note No. 23.1 of the fnancial statements. The impact whereof is also explained in the said Note.

For Walker, Chandiok & Co

Chartered Accountants

Firm Registration No.: 001076N Sd/-

per Neeraj Sharma

Place: Gurgaon Partner

Date: May 29, 2013 Membership No.: 502103


Mar 31, 2012

1. We have audited the attached Balance Sheet of A2Z Maintenance & Engineering Services Limited ('the Company'), as at March 31, 2012, and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the 'financial statements'). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 ('the Order') (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 ('the Act'), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. We did not audit the financial statements of a branch, included in these financial statements, whose financial statements refect total assets of Rs. 192,074,450 as at March 31, 2012, total revenues of Rs 496,020,017 and cash outflows of Rs 9,227,717 for the year ended March 31, 2012. These financial statements have been audited by the branch auditor whose report has been furnished to us and our opinion in respect thereof is based solely on his report.

5. Without qualifying our opinion, we draw attention to Note 20.2 to the financial statements regarding outstanding recoverable of Rs 64,381,729 and Rs 60,639,340, being deductions proposed/ made by the respective customers on invoices raised by the Company for services rendered, price escalations on certain supply items and certain other items. There exists however material uncertainty in respect of the collectability of the above receivables. Pending the final outcome of the matter, no adjustments have been made in these financial statements.

6. Further to our comments in the Annexure referred to above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branch not visited by us. The branch auditors' report has been forwarded to us and has been appropriately dealt with;

(c) The financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branch not visited by us;

(d) On the basis of written representations received from the directors, as on March 31, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(e) In our opinion and on consideration of report of the other auditor on the branch's separate financial statements and on the other financial information and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act and give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of:

(i) the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

(ii) the Statement of Profit and Loss, of the Profit for the year ended on that date; and

(iii) the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report of even date to the members of A2Z Maintenance & Engineering Services Limited, on the financial statements for the year ended March 31, 2012 Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has granted unsecured loans to three parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 632,500,000 and the year-end balance is Rs. Nil.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans given, the principal and interest amounts are repayable on demand and since the repayment of such loans and interest thereon has been made whenever demanded, in our opinion, repayment of the principal and interest amounts is regular.

(d) There is no overdue amount in respect of loans granted to such companies.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not entered into any contracts or arrangements referred to in Section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) According to the information and explanations provided to us, the Companies (Cost Accounting Records) Rules 2011 have become applicable to the Company during the current year; however, no specific formats for the maintenance of the cost records have been prescribed under the said rules. The management believes that the cost records currently maintained by the Company provide the information required under the said rules. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. No undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of sales-tax, income-tax, custom duty, wealth-tax, excise duty, cess on account of any dispute, are as follows:

Name of the statute Nature of dues Gross Amount amount of deposited dispute (Rs) (Rs)

West Bengal Value Works Con- 5,874,275 5,000,000 Added Tax Act, 2003 tract tax

West Bengal Value Works Con- 40,718,046 17,500,000 Added Tax Act, 2003 tract tax

Bihar Value Added Bihar Value 8,354,879 2,160,881 Tax Act, 2005 Added Tax

Jharkhand Value Jharkhand 10,650,909 - Added Tax Act, 2005 Value Added Tax

Andhra Pradesh Andhra 6,294,816 1,335,764 Value Added Tax Pradesh Value Act, 2005 Added Tax



Name of the Statue Period to Forum where dispute which the is pending amount relates

West Bengal Value Added Tax Act, 2003 2009-10 Joint Commissioner, Sales Tax

West Bengal Value Added Tax Act, 2003 2010-11 Joint Commissioner, Sales Tax

Bihar Value Added Tax Act, 2005 2010-11 Joint commissioner, commercial tax (Appeal), Bihar

Jharkhand Value Added Tax Act, 2005 2008-09 to Commissioner. 2011-12 Commercial tax, Ranchi, Jharkhand

Andhra Pradesh Value Added Tax Act, 2005 2010-11 Appellate Deputy commissioner (CT), Vishakhapatnam

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank or debenture-holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. The management of the Company has disclosed the end use of monies raised by public issue in the previous year / earlier years in the current year financial statements and the same has been verifed by us.

(xxi) We have been informed that theft by unidentified individuals of materials amounting to Rs. 38,560,431 and of cash amounting to Rs. 21,500 has been reported during the year as referred to in Note No. 23.1 of the financial statements. Other than this, based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Walker, Chandiok & Co

Chartered Accountants

Firm Registration No.: 001076N

Sd/- per Rajesh Jain Place : Gurgaon Partner

Date : August 23, 2012 Membership No.: 81203


Mar 31, 2011

(Formerly known as A2Z Maintenance & Engineering Services Private Limited)

1. We have audited the attached Balance Sheet of A2Z Maintenance & Engineering Services Limited ('the Company') as at March 31, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We did not audit the financial statements of a branch of the Company registered in Uganda, whose financial statements refect total assets of Rs. 147,825,813 as at March 31, 2011, the total revenue of Rs. 85,719,134 and cash infows amounting to Rs. 22,426,310 for the year then ended. The financial statements and other financial information of branch not audited by us have been audited by other auditors whose report has been furnished to us, and our opinion in so far as it relates to the amounts included for such branch is based solely on the report of the other auditor.

4. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

5. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us. The Branch Auditor's Report have been forwarded to us and have been appropriately dealt with;

iii. The balance sheet, profit and loss account and cash fow statement dealt with by this report are in agreement with the books of account and with the audited returns from the branches;

iv. In our opinion, the balance sheet, profit and loss account and cash fow statement dealt with by this report, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v. On the basis of the written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi. In our opinion and on consideration of reports of the other auditor on the branch's separate financial statements and on the other financial information and to the best of our information and according to the explanations given to us, the said accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2011;

b) in the case of the profit and loss account, of the profit for the year ended on that date; and

c) in the case of cash fow statement, of the cash fows for the year ended on that date.

Annexure referred to in paragraph 4 of our report of even date Re: A2Z Maintenance & Engineering Services Limited ('the Company')

(Formerly known as A2Z Maintenance & Engineering Services Private Limited)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verifed by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year. Inventories lying with outside parties have been confrmed by them as at the year end.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and accordingly, paragraphs 4(iii) (a), (b), (c) and (d) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company and hence not commented upon.

(b) The Company had taken loan from a partnership firm covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 366,471,232 and the year-end balance of loan taken from such party was Rs. Nil.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loan is not prima facie prejudicial to the interest of the Company.

(d) The loan taken was re-payable on demand. As informed to us, the lenders have demanded repayment of such loan during the year which has been repaid and thus, there has been no default on the part of the Company. The payment of interest was regular.

(iv) As per the information and explanations given to us, certain project materials and fixed assets purchased are of specialized nature for which comparable prices are not available. Read with the above, in our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public. Therefore, the provisions of clause 4(vi) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the Nature of dues Amount Period to which the Forum where dispute is pending

statute (Rs.) amount relates

Bihar Value Added Sales tax dues 9,700,638 2009-10 Joint Commissioner of Tax Act, 2005 Commercial Taxes (Appeals)

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or banks. The Company has no outstanding dues in respect of debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given guarantee for loans and facilities taken by subsidiaries from banks, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company. According to the information & explanation given to us, there are no other guarantees given by the Company for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) Based on information and explanations given to us by the management, we have verifed that the end use of money raised by public issues is as disclosed in the notes to the financial statements.

(xxi) We have been informed that theft by unidentifed individuals of materials amounting to Rs. 19,292,915 has been reported during the year as referred to in Note No. 8 of Schedule 22 of the financial statements the impact whereof is explained in the said Note. Other than this, based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. BATLIBOI & ASSOCIATES

Firm Registration No. 101049W

Chartered Accountants

Sd/-

per SANJAY VIJ

Place : Gurgaon Partner

Date : May 30, 2011 Membership No.: 95169













 
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