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Notes to Accounts of A2Z Infra Engineering Ltd.

Mar 31, 2015

*Based on discussions with the solicitors / favorable decisions in similar cases/legal opinions taken by the Company, the management believes that the Company has a good chance of success in above-mentioned cases and hence, no provision is considered necessary.

**The Income tax authorities conducted a search and survey at certain premises of the Company under section 132 and 133 of the Income Tax Act, 1961 in April 2012. During year ended March 31, 2015, the Company received the Assessment Orders for the assessment years 2007-08 to 2013-14 from the Deputy Commissioner of Income Tax (DCIT). The Company has filed Appeals with Commissioner of Income Tax (CIT) (Appeals) challenging the Orders for last five assessment years.

Based on their assessment and upon consideration of advice from the independent legal counsel, the management believes that the Company has reasonable chances of succeeding before the CIT (Appeals) and does not foresee any material liability.

Pending the final decision on the matter, no adjustment has been made in the financial statements.

Note 34.1: The Company has a process whereby periodically long term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under the law/accounting standards for the material foreseeable losses on such long term contracts has been made in the books of accounts. The Company does not have any derivative contracts at the end of the year.

Note 1: As the future liability for gratuity is provided on an actuarial basis for the Company as a whole, the amount pertaining to the directors are not included above.

Note 2: Due to unexpected change in the profitability of the Company during the financial year 2012-13 and 2013-14, the managerial remuneration being paid to the Managing Director exceeded the limits in terms of the provision of Section 198, 309, 310 read with schedule XIII of the erstwhile Companies Act, 1956. The shareholders in the 13th Annual General Meeting of the Company duly held on September 27, 2014, had approved the waiver of excess remuneration so paid during the period from April 1, 2012 to November 30, 2013 and the Company has made an application for the approval from the Central Government for the waiver of excess during the staid period. Pending approval from Central Government, the excess remuneration so paid is being held in trust by the Managing Director.

Note 3

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

Note 4

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

Note 5

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

Note 6

Trade receivable, trade payables, advance to suppliers and advances from customers are subject to confirmation / reconciliation as at year end or any time during the year. As explained, the Company follows a process of informal confirmation with its customers / suppliers and based on such informal confirmations/ discussions, believes that amount recoverable appearing as outstanding at year end are good of recovery, while the amounts payable are due. The management believes that no material adjustments are likely on formal confirmation / reconciliation of these balances.

Note 7

Pursuant to the approval of Corporate Debt Restructuring scheme (CDR) during the financial year ended 31st March 2014, the Company has complied with majority of the conditions precedent and is in advanced stages of complying with the remaining conditions. From the "cut- off date" the interest on the restructured debts has been recomputed and provided at the effective interest rates as per the CDR Scheme. Interest reversal of Rs. 45,363,039 (Previous year - Rs 18,440,166) pertaining to period from cut-off dates to March 31, 2014 have been disclosed as an exceptional item during the year.

Note 8

Previous year figures have also been regrouped / reclassified wherever considered necessary.


Mar 31, 2014

Note 1 : NATURE OF OPERATIONS

A2Z Maintenance & Engineering Services Limited (''A2Z or the Company'') was incorporated at National Capital Territory of Delhi and Haryana on January 7, 2002 for providing maintenance and engineering services. The Company commenced its business with the facility management services and entered into engineering business during the year 2005-06.

The Company''s engineering business segment primarily includes supply, erection and maintenance of electrical transmission lines and allied services to power distribution companies. The Company has also entered into collaboration with sugar mills for setting up 3 Cogeneration (Cogen) power plants on Built, Own, Operate and Transfer (BOOT) basis for a period of 15 years.

Note 2: There is no movement in the number of equity shares and the amount outstanding during the current or previous year.

Note 3. : The Company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The Company declares and pays dividend in indian rupees. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Note 4. : The Company has two stock option plans:

(a) A2Z Stock Option Plan 2010 (''the plan'')''

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

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

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

Note 5: Term loans from banks:

1) Term loan from bank amounting to Rs. 880,000,000 (Previous year - Rs. 880,000,000) having an interest rate of 10.75% as per CDR Scheme is repayable in 33 quarterly installments first installment being due in March 2015.

2) Term loan from bank amounting to Rs. 1,038,511,491 (Previous year - Rs. 840,195,594) having an interest rate of 13% per annum during the year is repayable in 24 quarterly installments first installment being due in June 2015.

The above loans are secured against:

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

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

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

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

Note 6. : Term loans from financial institution:

1) The loan amounting to Rs. 500,000,000 (Previous year - Rs. 500,000,000) is secured by a first charge by way of hypothecation and escrow of the entire Retention money receivables both present and future. The interest rate is 15% per annum and the loan is repayable after 3 years.

2) The loans amounting to Rs. 15,217,157 (Previous year - Rs. 22,510,861) is secured against hypothecation of equipments acquired out of loan. The interest rate is 11.50% to 12.66% per annum and the loans are repayable in 12 quarterly and 48 monthly installments.

Note 7. : Working capital and funded interest term loans from banks

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. On the basis of Master Restructuring Agreement (MRA) executed with the CDR lenders, the Company has accounted for impact of the CDR scheme (reclassifications and interest calculations) in the financial results for the year ended March 31, 2014 up to the extent agreed with those CDR lenders.

a) From the "cut- off date" the interest on the restructured debts has been recomputed and provided at the effective interest rates as per the CDR Scheme.

b) The interest due on term loan from one of the bank w.e.f. January 1, 2013 till March 31, 2014 at revised rates amounting to Rs. 117,926,028 and has been converted into Funded Interest Term Loan (FITL).

c) Letter of Credits devolved has been restructured/ reconstituted for an amount aggregating to Rs. 414,400,000 into Working Capital Term Loan.

d) The interest on the restructured debts / fund based working capital loans has been recomputed w.e.f. January 1, 2013 till March 31, 2014 at revised rates amounting to Rs. 380,219,020 and has been converted into Funded Interest Term Loan (FITL).

Note 8. : Other Loans (Vehicle loans) Vehicle loans amounting to 2,120,866 (Previous year - Rs. 12,392,150) is secured against hypothecation of Vehicles. The loans are having interest rate of 8.25% - 13.84% per annum and are repayable in 35 - 60 monthly installments.

Note 9. : (i) The Company has defaulted in repayment of interest in respect of term loan from bank as on March 31, 2014 amounting to Rs. 11,466,305 for two months and Rs. 10,356,663 for one month. (ii) The interest on term loan from financial institution aggregate to Rs. 72,510,626 falling due in each month is unpaid for the entire financial year. Also, the Company has defaulted in repayment of principal amount of term loan from financial institution amouting to Rs. 6,674,922 for nine months and Rs. 6,874,963 for six months.

Note 10: Working capital loans from banks and other secured loans

a) The working capital loans and cash credit facilities from banks are secured against whole of the assets (both current as well as fixed) of the Company, namely stock of raw material, stock in process, semi-finished and finished goods, stores and spares (consumable stores and spares), bills receivables and book debts and all other movables and fixed assets (except fixed assets exclusively financed by other lenders) both present and future stored or to be stored at the Company''s godown, premises and division at O-116, first floor shopping mall, arjun marg, DLF city phase - I, Gurgaon or wherever else the same may be by way of first pari - passu charge amongst the consortium members. The charge is also additionally secured by first charge over Company''s immovable properties i.e. part of Plot / House No 740-A, Block- B, Scheme No 40, Panki, Kanpur Nagar admeasuring 7031.56 sq mts with 74 constructed flats. The rate of interest vary from 9.50% per annum to 16% per annum and these loans are repayable on demand.

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

c) Letter of Credits devolved has been restructured/ reconstituted for an amount aggregating to Rs. 197,583,867 into Working Capital Term Loan as per CDR Scheme.

Note 3.1: The Company has defaulted in repayment of interest in respect of cash credit facility as on March 31, 2014 amounting to Rs. 13,251,541 for seven months and amounting to Rs. 3,269,056 for five months. Also, the Company has defaulted in repayment of interest in respect of working capital loan from banks as on March 31, 2014 amounting to Rs. 1,393,166 for fifteen months and amouting to Rs. 39,551,693 for eight months.

Note 11: During the year ended March 31, 2010, the Company had entered into three business transfer agreement to purchase the entire business of M/s Surender Chowdhury & Brothers, M/s Mohd. Rashid Contractors and En-Tech Engineers and Contractors for a consideration of Rs. 20,000,000, Rs. 2,000,000 and Rs. 3,000,000 respectively. The difference between the carrying values of Investment and value of net assets acquired amounting to Rs. 23,961,858 was carried as goodwill.

Note 12: The above capital work in progress represents expenditure incurred on setting up 3 cogeneration power plants of 15 MW each on Built, Own, Operate and Transfer (BOOT) basis with the respective cooperative sugar mills for a period of fifteen years at Fazilka, Morinda and Nakodar in Punjab.

Note 13: Borrowing cost capitalised during the year amounting to Rs. 164,435,769 (Previous year - Rs. 342,890,208).

Note 14: The management has committed to provide continued operational and financial support to its subsidiary Companies for meeting their working capital and other financing requirements and based upon approved future projections of the subsidiaries, believes that the diminution (if any) is temporary in nature and accordingly, no provision is required to be created except as already created.

Note 15: During the year ended March 31, 2013, pursuant to the Share Purchase Agreement along with addendums thereto executed by and between the Company, Weensure Asset Recovery Private Limited (formerly Sardana Recycling Private Limited) (the "buyer"), Weensure E Waste Limited (formerly A2Z E Waste Management Limited) and Dataserv APAC Limited (formerly A2Z Dataserv Limited), the Company decided to dispose off the entire shareholding in the paid up Equity and Preference Share Capital to the buyer in multiple tranches at a total consideration of Rs. 230,000,000.

During the year ended March 31, 2014, equity shares comprising 22.81% of total paid up equity share capital of Weensure E Waste Limited have been transferred to the buyer and as a consequence, the Company''s holding has reduced to 22.81% from existing 45.63% (as on March 31, 2013) in the paid up Equity Share Capital of Weensure E Waste Limited. Accordingly, the Company has recognized a profit of Rs. 52,272,359 (previous year - Rs. 101,655,590) and classified this as an exceptional item as per the accepted accounting principles and practices.

Note 16: During the year, the Company has incurred a loss of Rs. 63,042,251 (Previous year - Rs. 29,171,477) due to theft of material at various project sites against which the Company has filed an insurance claim with the insurance company. The Company has received an amount of Rs. 12,969,907 (Previous year - Rs. 23,477,102) as insurance claim from the insurance company during the year out of the above mentioned claim and from the insurance claim recoverable as on March 31, 2013 and amount of Rs. 17,991,265 (Rs. 17,170,555) has been written off / capitalised in the books. The balance of Rs. 60,654,927 (Previous Year - Rs. 22,521,463) has been appearing as insurance claim recoverable in the books. The management believes that it has made reasonable judgment and no further adjustment is expected in the financial statements.

Note 17: Defined Benefit Plans

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

Particulars As at As at March 31, 2014 March 31, 2013

Note 18: CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR:

a) The details of contingent liabilities are as follows:

Corporate guarantees given to banks on account of facilities granted by said banks to subsidiaries 6,326,300,000 6,394,300,000

Right to recompense (CDR Scheme) (Refer note 45) 396,600,000 -

Liquidated damages deducted by customers not accepted by the Company and pending final settlement* - 14,073,312

Open letters of credit 13,699,793 108,073,376

Litigations under workmen compensation act** 1,177,120 1,177,120

Litigations with contractors and others** 4,169,760 4,259,760

Sales tax demand under dispute 395,101,190 71,892,925

Total 7,137,047,863 6,593,776,493

* excludes possible liquidated damages which can be levied by customers for delay in execution of the projects. The management believes that there exist strong reasons why no liquidated damages shall be levied by these customers.

**Based on discussions with the solicitors / favourable decisions in similar cases/legal opinions taken by the Company, the management believes that the Company has a good chance of success in above-mentioned cases and hence, no provision is considered necessary.

b) Commitments outstanding:

(i) Estimated amount of contracts to be executed and not provided for:

Particulars For the year ended For the year ended March 31, 2014 March 31, 2013

Other commitments 1,272,100,000 2,338,932,000

Total 1,272,100,000 2,338,932,000

(ii) The management has committed to provide continued operational and financial support to its subsidiary companies for meeting their working capital and other financing requirements.

Note 11 The managerial remuneration of Managing Director as approved by shareholders in earlier year, for the year ended March 31, 2013 and March 31, 2014 was in excess of limits prescribed under the Companies Act, 1956. The Company''s application for the approval from Central Government for the waiver of excess remuneration so paid was not approved pending the requisite details from the Company. The Company is in the process of filing the revision application with requisite information and pending approval from Central Government, the excess remuneration so paid is being held in trust by the Managing Director.

Note 19:

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

Note 20 (a):

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

Note 21:

Trade receivable, trade payables, advance to suppliers and advances from customers are subject to confirmation / reconciliation as at year end or any time during the year. As explained, the Company follows a process of informal confirmation with its customers / suppliers and based on such informal confirmations/ discussions, believes that amount recoverable appearing as outstanding at year end are good of recovery, while the amounts payable are due. The management believes that no material adjustments are likely on formal confirmation / reconciliation of these balances.

Note 22:

The Income tax authorities conducted a search and survey at certain premises of the Company under section 132 and 133 of the Income Tax Act, 1961 during the previous year. Pending receipt of further communication from the authorities, management is of the opinion that the income tax provision carried in the books is adequate.

Note 23:

The Company has incurred a net loss of Rs. 1,949,631,502 during the year ended March 31, 2014 and is presently facing liquidity problems on account of delayed realisation of trade receivables coupled with delays in commencement of commercial production at its biomass based power generation plants. Management is evaluating various options and in addition to consolidation of business by focusing on core operations and disposing off the noncore assets, had also made reference to Corporate Debt Restructuring Cell (''CDR Cell'') for restructuring of its existing debt obligations, including interest and other related terms and conditions (hereinafter referred to as the ''CDR scheme''). Management believes that the approved CDR scheme (refer note 45 for further details on the same) of the Company and the aspects like inviting strategic investors, disposal of non-core assets would also bring in the additional cash flows into the system, and hence no adjustments are required in the financial statements and accordingly, these have been prepared on a going concern basis.

Note 24:

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.

One of the non CDR lenders filed a civil suit in the Hon''ble High Court of Delhi on the Company against creation of second charge on power plants under the CDR scheme inter alia other matters. The Hon''ble High Court vide its Order dated March 20, 2014 has permitted the signing of MRA keeping the hearing in the suit adjourned to August 21, 2014. Upon execution of the Master Restructuring Agreement (MRA) with ten CDR lenders Company started the process of fulfilling the other conditions precedent. Pursuant to the CDR Scheme, inter alia other conditions, the promoters were required to bring in Promoter contribution out of which substantial contribution has been brought in. On the basis of MRA executed with the CDR lenders, the Company has accounted for impact of the CDR scheme (reclassifications and interest calculations) in the financial results for the year ended March 31, 2014 up to the extent agreed with those CDR lenders. From the "cut- off date" the interest on the restructured debts has been recomputed and provided at the effective interest rates as per the CDR Scheme. Interest reversal of Rs. 18,440,166 pertaining to period from cut-off dates to March 31, 2013 has been shown as an exceptional item during the year. Reclassification and other adjustments as recorded above are subject to reconciliation with the lender banks. Management is confident that all the conditions precedents are in the process of being complied with and are at advance stage.


Mar 31, 2013

Note 1 NATURE OF OPERATIONS

A2Z Maintenance & Engineering Services Limited (‘A2Z or the Company’) was incorporated at National Capital Territory of Delhi and Haryana on January 7, 2002 for providing maintenance and engineering services. The Company commenced its business with the facility management services and entered into engineering business during the year 2005-06.

The Company’s engineering business segment primarily includes supply, erection and maintenance of electrical transmission lines and allied services to power distribution companies. The Company has also entered into collaboration with sugar mills for setting up 3 Cogeneration (Cogen) power plants on Built, Own, Operate and Transfer (BOOT) basis for a period of 15 years.

Note 2.1 During the year, the Company has incurred a loss of Rs 29,171,477 (Previous year – Rs 38,560,431) due to theft of material at various project sites against which the Company has fled an insurance claim with the insurance company. The Company has received an amount of Rs 23,477,102 (Previous year - Rs 3,287,649) as insurance claim from the insurance company during the year out of the above mentioned claim and from the insurance claim recoverable as on March 31, 2012 and the non-recoverable amount of Rs 17,170,555 (Rs 10,514,805) has been written off / capitalised in the books. The balance of Rs 22,521,463 (Previous Year – Rs 24,757,977) has been appearing as insurance claim recoverable in the books. The management believes that it has made reasonable judgment and no further adjustment is expected in the fnancial statements.

Note 3 CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR:

a) The details of contingent liabilities are as follows:

Particulars As at As at March 31, 2013 March 31, 2012

Corporate guarantees given to banks on account of facilities 6,394,300,000 6,269,041,842 granted by said banks to subsidiaries

Liquidated damages deducted by customers not accepted by the 14,073,31 14,073,312

Company and pending fnal settlement*

Open letters of credit 108,073,376 883,671,986

Litigations under workmen compensation act** 1,177,120 1,177,120

Litigations with contractors and others** 4,259,760 4,240,128

Sales tax demand under dispute 71,892,925 71,892,925

Total 6,593,776,493 7,244,097,313

* Excludes possible liquidated damages which can be levied by customers for delay in execution of the projects. The management believes that there exist strong reasons why no liquidated damages shall be levied by these customers.

** Based on discussions with the solicitors / favourable decisions in similar cases/legal opinions taken by the Company, the management believes that the Company has a good chance of success in above-mentioned cases and hence, no provision is considered necessary.

Note 4 RELATED PARTY

Names of related parties Subsidiary Companies

A2Z Infraservices Limited*

A2Z Infrastructure Limited

A2Z Powertech Limited

A2Z Powercom Limited

Selligence Technologies Services Private Limited

Mansi Bijlee & Rice Mills Limited

Madhya Bijlee Private Limited

Mirage Bijlee Private limited

Star Transformers Limited

Chavan Rishi International Limited

A2Z Maintenance & Engineering Services (Uganda) Private Limited

A2Z E Waste Management Limited (Till March 24, 2013)

A2Z Water Solutions Limited

A2Z Singapore Waste Management Holdings Private Limited

A2Z Disaster Management and Innovative Response Education Private Limited

Pioneer Waste Management Private Limited

A2Z Waste Management (Nainital) Private Limited

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

*Imatek Solutions Private Limited , CNCS Facility Solutions Private Limited, A2Z Infra Management & Services Limited have been amalgamated with A2Z Infraservices Limited effective from August 6, 2012 (Refer note 15.2).

Subsidiaries of A2Z Infrastructure Limited:

a) A2Z Waste Management (Merrut) Limited

b) A2Z Waste Management (Moradabad) Limited

c) A2Z Waste Management (Varanasi) Limited

d) A2Z Waste Management (Aligarh) Limited

e) A2Z Waste Management (Badaun) Limited

f) A2Z Waste Management (Balia) Limited

g) A2Z Waste Management (Basti) Limited h) A2Z Waste Management (Fatehpur) Limited i) A2Z Waste Management (Jaunpur) Limited j) A2Z Waste Management (Loni) Limited k) A2Z Waste Management (Mirzapur) Limited l) A2Z Waste Management (Ranchi) Limited m) A2Z Waste Management (Sambhal) Limited n) A2Z Waste Management (Haridwar) Private Limited o) A2Z Waste Management (Dhanbad) Private Limited p) A2Z Waste Management (Ludhiana) Limited

q) A2Z Waste Management (Jaipur) Limited (with effect from July 10, 2012) r) A2Z Mayo SNT Waste Management (Nanded) Private Limited (with effect from August 7, 2012) s) A2Z Waste Management (Ahmedabad) Limited (with effect from October 15, 2012)

Subsidiary of A2Z Singapore Waste Management Holdings Private Limited:

a) A2Z Waste Management Private Limited

Subsidiary of A2Z E Waste Management Limited (Till March 24, 2013):

a) Dataserv APAC Limited (formerly A2Z Dataserv Limited)

Subsidiary of A2Z Waste Management (Moradabad) Limited:

a) Shree Balaji Pottery Private Limited (with effect from April 30, 2012)

Subsidiary of A2Z Waste Management (Varanasi) Limited:

a) Shree Hari Om Utensils Private Limited (with effect from April 30, 2012)

Joint Venture (unincorporated)

M/s UB Engineering Limited M/s SPIC-SMO Limited M/s Shyama Power (India) Private Limited M/s Linkwell Telesystems Private Limited M/s Cobra Instalaciones Y Servicios, S.A M/s Karamtara Engineering Pvt. Ltd M/s Richardson & Cruddas (1972) Ltd. M/s Satya Builders

Individual having signifcant infuence

Mr. Rakesh Radheyshyam Jhunjhunwala

Key Management Personnel (‘KMP’)

Mr. Amit Mittal (Managing director) Mrs. Dipali Mittal (Whole time director)

Relative of Key Management Personnel

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

Mr. Manoj Gupta (Sister’s husband of Mrs. Dipali Mittal)

Note 4 SEGMENTAL INFORMATION

Business segments

The primary reporting of the Company has been performed on the basis of business segment. Segments have been identifed and reported based on the nature of the products, the risks and returns, the organization structure and the internal fnancial reporting systems. The Company is operating into following segments – (i) Engineering Service (ES), (ii) Power generation projects (‘PGP’) and (iii) Others represents trading of goods, renting of equipments and providing housekeeping services.

Note 5 During the year ended March 31, 2010, the Company had formulated Employee Stock Option Scheme referred as ‘A2Z Stock Option Plan 2010 (‘the plan’)’ for all eligible employees/ directors of the Company except an employee who is promoter or belongs to the promoter group of the Company and its subsidiaries in pursuance of the special resolution duly approved by the shareholders on March 30, 2010.

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

Note 6: Trade receivable, trade payables, advance to suppliers and advances from customers are subject to confrmation / reconciliation as at year end or any time during the year. As explained, the Company follows a process of informal confrmation with its customers / suppliers and based on such informal confrmations/ discussions, believes that amount recoverable appearing as outstanding at year end are good of recovery, while the amounts payable are due. The management believes that no material adjustments are likely on formal confrmation / reconciliation of these balances.

Note 7: The Income tax authorities conducted a search and survey at certain premises of the Company under section 132 and 133 of the Income Tax Act, 1961 during the year. Pending receipt of further communication from the authorities, management is of the opinion that the income tax provision carried in the books is adequate.

Note 8: The Company has incurred a net loss of Rs. 538,104,867 for the year ended March 31, 2013 and is presently facing acute liquidity problems on account of delayed realisation of trade receivables coupled with delays in commencement of commercial production at its biomass based power generation plants. Management is evaluating various options and in addition to consolidation of business by focusing on core operations and disposing off the non- core assets, has also made reference to Corporate Debt Restructuring Cell (‘CDR Cell’) under the Master Circular on Corporate Debt Restructuring issued by Reserve Bank of India for restructuring of its existing debt obligations, including interest and other related terms and conditions pursuant to the approval of Board of Directors in their meeting held on March 22, 2013, the CDR cell has accepted the Company’s application in the meeting held on April 26, 2013. The Company is still in the process of complying with the conditions precedent to the restructuring process and obtaining the approval of the lending banks and the CDR Cell Empowered Group.

Pending the requisite approvals from the CDR cell, no effect of the proposed restructuring has been given in these fnancial statements. Management believes that the Company will be able to receive the approval of the CDR cell in the due course and in view of the proposed restructuring of debt obligations, no adjustments are required in the fnancial statements and accordingly, these have been prepared on a going concern basis.

Note 9: Pursuant to the provisions of Clause 43 of listing Agreement with the Exchanges, the utilization of the net proceeds is as follows:

# revised pursuant to the resolutions passed by Board of Directors on July 25, 2011 and February 5, 2013 and corresponding approvals vide postal ballot from shareholders on August 30, 2011 and March 22, 2013.

* represents share capital invested in A2Z Infrastructure Limited, a subsidiary company. A part of the said amount is yet to be spent by A2Z Infrastructure Limited and its subsidiaries on relevant projects. Note

10: Previous year fgures have also been regrouped / recast wherever considered necessary.

 
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