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A2Z Infra Engineering Ltd.

BSE: 533292 Sector: Engineering
NSE: A2ZINFRA ISIN Code: INE619I01012
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VOLUME 649127
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OPEN 42.20
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VOLUME 649127
52-Week high 52.70
52-Week low 33.65
P/E
Mkt Cap.(Rs cr) 571
Buy Price 0.00
Buy Qty 0.00
Sell Price 39.25
Sell Qty 284.00

A2Z Infra Engineering Ltd. (A2ZINFRA) - Director Report

Company director report

To

The Members of

A2Z Infra Engineering Limited

Your Directors take pleasure in presenting the Sixteenth Annual Report together withthe annual audited financial statements for the year ended March 31 2017.

1. Financial summary or highlights/Performance of the Company

The highlights of financial results on Standalone and Consolidated basis for thefinancial year ended on March 31 2017 are as follows: (INR in lakh)

Standalone Consolidated
Particulars 2016-17 2015-16 2016-17 2015-16
Revenue
Revenue from Operations 63455.83 96138.78 99550.84 134875.78
Add: Other Income 1563.48 3337.82 3773.05 3509.88
Total revenue 65019.31 99476.60 103323.89 138385.66
Expenses
Cost of Material Consumed 47240.91 77754.10 56340.53 87420.68
Purchase of Stock in Trade 4996.99 2512.63 4996.99 2512.63
Changes in Inventories - 7.38 (145.68) 38.58
Employee benefit expenses 1965.05 2346.24 25280.45 25982.30
Finance Cost 11967.31 11743.21 20053.32 19843.17
Depreciation and amortization expenses 1447.52 1657.35 4307.91 4578.38
Other Expenses 4501.85 7384.00 6980.62 10627.93
Total Expenses 72119.63 103404.91 117814.14 151003.67
Loss before Exceptional Items and Tax (7100.32) (3928.31) (14490.25) (12618.01)
Exceptional Items (959.58) - (9877.58) -
Loss before Tax (8059.90) (3928.31) (24367.83) (12618.01)
Tax expense
Current Tax 3.67 38.06 237.67 794.54
Reversal of Tax expense relating to prior years - - (3.78) (343.06)
Deferred Tax (Net) 5855.41 54.53 5968.30 108.91
Total Tax Expense 5859.08 92.59 6202.19 560.39
Loss for the year (13918.98) (4020.90) (30570.02) (13178.40)
Other Comprehensive Income
i) Items that will not be reclassified to profit and loss 29.58 (16.64) 57.44 111.11
ii) Income Tax relating to Items that will not be reclassified to profit and loss - - - (30.58)
Total Comprehensive Income 29.58 (16.64) 57.44 80.53
Total Comprehensive income (Comprising Loss and other Comprehensive Income) (13889.40) (4037.54) (30512.58) (13097.87)

Note: The above figures are extracted from the Standalone and consolidated annualfinancial statements of the Company as per Indian Accounting Standards (Ind AS). For thepurposes of transition to Ind AS the Company has followed the guidance prescribed in IndAS 101 First Time Adoption of Indian Accounting Standards with April 1 2015 as thetransition date and IGAAP as the previous GAAP.

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain class of Companies. Ind AS has replaced the existing Indian GAAP prescribed underSection 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014. For our Company Ind AS is applicable from April 1 2016 with a transitiondate of April 1 2015 and IGAAP as the previous GAAP.

Operations Review

Standalone:

During the year under review the turnover of the Company has shown a decrease ascompared to that of the previous year figure by 34.00 %.The Company has achieved aturnover of INR 63455.83 Lakh as against INR 96138.78 Lakh in the previous year. TheCompany has made net loss after tax of INR 13889.40 Lakh whereas in the previous yearCompany has made loss of INR 4037.54 Lakh. The Net Worth of the Company has decreased toINR 60470.49 Lakh as at the end of the current year from INR 71252.61 Lakh as at the endof the previous year representing a decrease in Net Worth by 15.13 %.

The Debt Equity ratio of the Company has gone up to 1.59 as at the end of the currentyear as compared to 1.31 as at the end of the previous year.

Consolidated:

The consolidated Turnover of the Company for the current financial year is INR99550.84 Lakh as against INR 134875.78 Lakh in the previous year representing decreasein Turnover by 26.19 %.The Company on consolidated basis has made a net Loss of INR30512.58 Lakh as against INR 13097.87 Lakh in the previous year.

The consolidated Net Worth of the Company has come down to INR 35868.08 Lakh as at theend of the current year from INR 49093.04 Lakh as at the end of previous yearrepresenting a decrease in Net Worth by 26.94 %.

The consolidated Debt Equity ratio of the Company has gone up to 4.59 as at the end ofthe current year compared to 3.24 as at the end of previous year.

2. Consolidated Financial Statements

The Audited Consolidated Financial Statements of your Company as on March 31 2017have been prepared in accordance with the relevant Indian Accounting Standards (Ind AS)hosted by MCA on its Website and Regulation 33 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and provisions of theCompanies Act 2013.

In accordance with Section 129(3) of the Companies Act 2013 and schedule V ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations 2015 the Consolidated Financial Statements of the Company including thefinancial details of all the subsidiary companies of the Company forms part of thisAnnual Report.

3. Dividend

On account of the losses reported by the Company during the current financial year theBoard of Directors do not recommend any dividend for the financial year ended March 312017.

4. Operational highlights

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

Power Transmission & Distribution:

Your Company is one of the leading players in India's Engineering & UrbanInfrastructure Services sector. As part of the services the Company provides integrateddesign testing installation construction and commissioning services on a turn-key basisto its clients. The Company's projects include rural electrification railway overheadelectrification reduction of AT&C losses feeder renovation underground cablingfeeder segregation installing High Voltage Distribution System ("HVDS") and LowVoltage Distribution System ("LVDS") distribution lines and transmission lines.The Company has strong capabilities to build:

• Substations & Switchyards up to 765 kV

• Transmission lines up to 765 kV

• 11 / 33 kV distribution lines comprising of Feeder Renovation Projects HighVoltage Distribution System AT&C Loss Reduction Tube Well Connection Segregation ofDomestic and Agriculture load Augmentation of Lines Providing Laying of HT & LTAerial Bunched Cables and Offering BPL Connections.

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

Telecom Infrastructure EPC

The Company has a strong and proven presence in the potential business of TelecomInfrastructure projects on Turnkey basis. Your company is successfully executing ordersfor construction of Telecom Network Backbone on Turnkey basis is the toughest terrains ofthe country to help in building the optical Network to cover every part of the Nation.

Your Company is maintaining the Network of one of the largest Telecom Operator inIndia. A2Z is now expanding its System Integration capabilities to build and operate DataNetwork and Digital Transmission of Telecom Operators. Your Company is also planning toforay into the area of building and operating Surveillance Networks of ongoing SmartCities Project.

Waste to Energy

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

5. Change in the nature of business

During the year under review the Memorandum of Association (‘'MOA'') of theCompany has been amended via special resolution passed through Postal Ballot on 19th July2016 by inserting new sub-clauses 9 & 10 in the Main object clause under Part- A ofClause III to undertake the manufacture or production and otherwise dealing in all kindsof telecom equipment's for all type of wireline and wireless networks etc. However thereis no change in the main business activities of the Company.

6. Material Changes and Commitments

There were no Material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year of the Company and the dateof this report.

7. Updates on Corporate Debt Restructuring (CDR)

As approved by Corporate Debt Restructuring Empowered Group ("CDR EG")Corporate Debt Restructuring (CDR) package of Company for restructuring of its debts hasbeen successfully implemented. Company has duly complied and continues to comply with theterms and conditions of approved CDR package. The CDR Lenders of the Company haveappointed SBICAP Trustee Company Limited (SBICAP) as their Security Trustee on the termsand conditions contained in Security Trustee Agreement executed on March 27 2014 amongthe Company Lenders and the Security Trustee. For securing the due repayment dischargeand redemption of all the Facilities by the Company to the CDR Lenders together withinterest additional interest liquidated damages and other monies in accordance with theMaster Restructuring Agreement (MRA) the security creation by way of charge on the assetsof the Company and pledge of shares of the Promoter/Promoter Group in favour of thesecurity trustee for and on behalf of the CDR Lenders have been successfully completed.

Your Company is committed to honour its debt obligation in time and has alwaysmaintained very good relations with all its lenders but due to delayed realization of pastreceivables from Govt Agencies/ PSUs and also slowdown in its operations and fall inrevenue caused severe liquidity crunch at times and as a result there has been delay attimes in debt servicing to Lenders.

Management of the Company is exploring various opportunities including bidding inInternational Market and in short time Company has already received new orders fromInternational market mainly from new territories. With the increase in Internationalexposure and limiting risk in all projects of EPC Company expects good business recoveryin coming times and will be able to meet its debt service obligations.

8. Scheme of Arrangement/Reconstruction/ReOrganization

The Scheme of Arrangement/Reconstruction/ReOrganization ("the Scheme")between your Company and its Secured Creditors under Sections 391 to 394 of the CompaniesAct 1956 for implementation of the Corporate Debt Restructuring Package ("CDRPackage") as approved by the Corporate Debt Restructuring Empowered Group ("CDREG") on all the Secured Creditors of the Company was earlier approved by the Board ofDirectors during the F.Y. 2014-15.

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

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

9. Deposits

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

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

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

11. Internal Financial Controls and systems:

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

- The orderly and efficient conduct of its business;

- Safeguarding of its assets;

- The prevention and detection of frauds and errors;

- The accuracy and completeness of the accounting records; and

- The timely preparation of reliable financial information.

Significant observations including recommendations for improvement of the businessprocesses are reviewed by the Management before reporting to the Audit Committee. TheAudit Committee then reviews the Internal Audit reports and the status of implementationof the agreed action plan. This system of internal control facilitates effectivecompliance of Section 138 of Companies Act 2013 and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

The internal auditor of the company checks and verifies the internal control andmonitors them in accordance with policy adopted by the company. The Board regularlyreviews the effectiveness of controls and takes necessary corrective actions whereweaknesses are identified as a result of such reviews. This review covers entity levelcontrols process level controls fraud risk controls. Based on this evaluation there isnothing that has come to the attention of the Directors to indicate any material breakdown in the functioning of these controls procedures or systems during the year. Therehave been no significant events during the year that have materially affected or arereasonably likely to materially affect our internal financial controls.

12. Secretarial Standard

The Company is in Compliances with the Secretarial Standards issued by the Institute ofCompany Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2).

13. Share Capital

Authorised Share Capital:

There was no change in Authorised Share Capital of the Company. At present theAuthorised Share Capital of the Company is Rs. 1600000000 (Rupees One Hundred SixtyCrore Only) divided into 160000000 (Sixteen Crore) equity shares of Rs. 10/- (RupeesTen only) each.

Paid up Share Capital:

During the year following allotments were made: -

1. The Nomination & Remuneration Committee of the Board of Directors of the Companyin its meeting duly held on August 02 2016 has allotted 228000 (Two Lakh Twenty EightThousand) Equity Shares on the conversion of the ESOP's as per Employee Stock Option Plan2013 and 900000 (Nine Lakh) Equity Shares on the conversion of the ESOP's as perEmployee Stock Option Plan 2014 of face value of Rs.10/- each to the eligible Employeesof the Company who have exercised their stock options under the A2Z Employee Stock OptionPlan 2013 & 2014.

2. The Board of Directors in its meeting duly held on September 15 2016 has allotted1600000 (Sixteen Lakh) equity shares pursuant to conversion of warrants into equal no.of equity shares of face value of Rs. 10/-each at an issue price of Rs. 21.66/- each.

3. Further the Nomination & Remuneration Committee of the Board of Directors ofthe Company in their meeting duly held on December 01 2016 has allotted 167495 (OneLakh Sixty Seven thousand Four Hundred Ninety Five) Equity Shares of the face value ofRs.10/- each on the conversion of the ESOP's as per Employee Stock Option Plan 2013 and315000 (Three Lakh Fifteen Thousand) Equity Shares of the face value of Rs.10/-on theconversion of the ESOP's as per Employee Stock Option Plan 2014.

4. Further the Board of Directors in its meeting duly held on December 30 2016 hasallotted 907788 (Nine Lakh Seven Thousand Seven Hundred Eighty Eight) equity sharespursuant to conversion of warrants into equal no. of equity shares of face value ofRs.10/- each at an issue price of Rs. 21.66/- each.

5. Further the Board of Directors in its meeting duly held on March 16 2017 hasallotted 13937206 (One Crore Thirty Nine Lakh Thirty Seven Thousand Two Hundred Six)equity shares pursuant to conversion of warrants into equal no. of equity shares of facevalue of Rs. 10/-each at an issue price of Rs. 21.66/- each Update on Warrants: TheCompany had allotted 24695780 (Two Crore Forty Six Lakh Ninety Five Thousand SevenHundred Eighty )Warrants convertible into equal no. of equity shares of Company in themeeting of the Board of Directors of the Company held on 17th September 2015 to thepersons other than the promoters. The issuance of said Warrants was duly approved by theShareholders of Company through Special Resolution passed in their Extra Ordinary GeneralMeeting held on 17thAugust 2015. All the above mentioned Warrants have been convertedinto equal number of fully paid equity shares of the Company as on 16th March 2017 andthe Company has received total amount of Rs. 534910595/- (Rupees Fifty Three CroreForty Nine Lakh Ten Thousand Five Hundred Ninety Five only) pursuant to such conversion.Consequent to the above said allotments the paid up share capital of the Company wasincreased to Rs. 1449494690/- (Rupees. One Hundred Forty Four Crore Ninety Four LakhNinety Four Thousand Six Hundred Ninety Only) divided into 144949469 (Fourteen CroreForty Nine Lakh Forty Nine Thousand Four Hundred Sixty Nine) Equity Shares of Rs. 10/-each as at March 31 2017.

14. Subsidiaries Joint Ventures and Associate Companies

As on March 31 2017 the Company had 32 (Thirty Two) direct and step down subsidiaryCompanies. Further the Company has entered into Joint Venture agreements withunincorporated JV's for bidding of tenders & contracts the details of which is givenin the note no. 34 & 35 to the standalone and note no. 34 & 35 to the consolidatedfinancial statements. Also the Company is a member of an association of person (AOP) inwhich Company is having 60% sharing in profits.

As per sub-section (3) of Section 129 of the Companies Act 2013 read with Rule 5 ofthe Companies (Accounts) Rules 2014 a statement containing salient features of thefinancial statements and performance of the Company's subsidiaries and associate companyfor the year ended March 31 2017 is included as per the prescribed format in this AnnualReport. The Financial Statements of these subsidiaries are uploaded on the website of theCompany in compliance with Section 136 of the Companies Act 2013. The FinancialStatements of these subsidiaries and the other related detailed information will be madeavailable to any Member of the Company /its subsidiary(ies) seeking such information atany point of time and are also available for inspection by any Member at the RegisteredOffice of the Company on all working days during business hours upto the date of theAnnual General Meeting.

During FY 2016-17 there has been no major change in the nature of business of yourCompany and its subsidiaries.

During the year under review two step down subsidiaries i.e. A2Z Infraservices Lanka(Pvt.) Limited and Magic Genie Smartech Solutions Limited were incorporated on January 062017 & June 24 2016 respectively and Green Waste Management Private Limited hasceased to be a subsidiary of the Company w.e.f September 23 2016.

In terms of the Regulation 46(2)(h) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the policy for determining material subsidiaries isplaced on the website of the Company -www.a2zgroup.co.in. Report on the performance andfinancial position of each of the subsidiaries has been provided in Form AOC-1 andis forming part of the Annual Report as Annexure A.

15. Auditors

Statutory Auditors and Auditors' Report

M/s. Walker Chandiok & Co LLP (Firm Registration No. 001076N/N500013) CharteredAccountants were appointed as auditors of the Company from the conclusion of theThirteenth Annual General Meeting (AGM) of the Company held on September 27 2014 to theconclusion of the Eighteenth Annual General Meeting to be held for the Financial Year2018-19 subject to ratification of their appointment at every Annual General Meeting(AGM). In view of the provisions of Section 139 of the Companies Act 2013 and Companies(Audit and Auditors) Rules 2014 the Company has received a letter from Walker Chandiok& Co LLP to the effect that their appointment if made would be within the limitsprescribed under Section 141 of the Companies Act 2013 and the Rules framed thereunderand that they are not disqualified for such appointment within the meaning of the saidAct.

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

The auditor's report presented by M/s Walker Chandiok & Co LLP Statutory Auditorson the accounts of the company for the financial year ended March 31 2017 isself-explanatory and requires no comments and the Management replies to the auditobservations are as under:

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

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

It is clarified that the delay arose on account of delayed realization of tradereceivables coupled with delays in commencement of commercial production at its biomassbased power generation plants. The approved CDR package of the Company which gotimplemented in March 2015 only envisages the due payment towards statutory dues of theCompany. Further the Company has requested all its lenders to expedite the GAP fundingproposal and has also fasten its process for realization of fund from old completedprojects which will result in better cash flow position from the projects. The managementbelieves that by that way Company shall make the payments as and when the funds arereleased by the bankers.

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

The management has performed impairment assessment of three cogeneration power plantsset up in collaboration with certain sugar mills on Built Own Operate and Transfer(BOOT) basis for a period of 15 years. As at March 31 2017 such plants have a powergeneration capacity of 15 MW each. The assessment has been done on the basis ofassumptions of useful life of assets discounted cash flows with significant underlyingassumptions achievement of certain operating capacity and the ability of new technologyto perform on a consistent basis.

Based on the assessment and advice from an independent legal counsel on theavailability of concession period including renewal period by exercising the option forrenewal/ extension of the concession period the management is confident that thereexists reasonable certainty that arrangement shall be extended for a term of five (5)years. The management believes that the estimates of the useful lives are reasonable andno impairment exists in the carrying value of power generation plants.

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

Contract revenue in excess of billings amounting to INR 12759.95/- Lakh pertains torevenue recognized by the Company during earlier years representing amounts billable toand receivable from the customers towards work done on certain EPC contracts underexecution by the Company in accordance with the terms implicit in the contract. The delayin billing of these amounts is on account of conclusion of reconciliations with thecustomers pending joint measurement/ survey of the work done till date andnon-achievement of milestones as per the contractual terms. Management is in discussionswith the customers and expects to bill these amounts at the earliest and believes thatwhilst it may take some time to bill and recover the amounts owing to completion ofcertain administrative and contractual matters no adjustments are required in respect ofthese unbilled receivables.

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

The Income tax authorities conducted a search and survey at certain premises of theCompany under section 132 and 133 of the Income Tax Act 1961 in April 2012. During theyear ended March 31 2015 the Company received the

Assessment Orders for the assessment years 2009-10 to 2013-14 from the DeputyCommissioner of Income Tax (DCIT) demanding additional tax liability of INR 1992.17 LakhThe Company had filed appeals with Commissioner of Income Tax (CIT) (Appeals) challengingthese orders against which the said authority has granted partial relief to the Company.The Company has further filed appeals with Income Tax Appellate Tribunal (ITAT)challenging the Orders for these assessment years.

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

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

The following subsidiary companies A2Z Waste Management (Jaipur) Limited A2Z WasteManagement (Varanasi) Limited A2Z Waste Management (Aligarh) Limited A2Z WasteManagement (Fatehpur) Limited A2Z Waste Management (Moradabad) Limited and A2Z WasteManagement (Ranchi) Limited have incurred net loss for the year ended March 31 2017 ofINR 116.81 lacs INR 1062.25 lacs INR 426.85 lacs INR 135.74 lacs INR 631.06 lacs andINR 50.61 lacs respectively and as at March 31 2017 their accumulated losses amounted toINR 664.48 lacs INR 1919.46 lacs INR 980.03 lacs INR 428.43 lacs INR 2098.68 lacsand INR 790.78 lacs respectively resulting in complete erosion of the net worth and arepresently facing liquidity problems on account of non-realization of trade receivables.

Management is in the process of exploring various options to revive their business andhas initiated arbitration proceedings against the respective municipal authorities forrealization of the outstanding receivables. Based on independent legal advice themanagement believes that amount recoverable from such arbitration proceedings shall be inexcess of the aforementioned accumulated losses and shall result in the requisite cashinflow which shall resolve the liquidity issues being presently faced by the Company andsupport the management plan of revival of business. Hence the financial statements of theaforementioned subsidiaries have been prepared on the assumption of going concern and noadjustment is necessary to be made in the consolidated financial Statements.

Branch Auditors

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

Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s. DR Associates Company Secretaries as Secretarial Auditors to conductSecretarial Audit for the Financial Year 2016-17. The Secretarial Audit Report given byMr. Suchitta Koley a partner of M/s DR Associates Company Secretaries in practice NewDelhi is given as Annexure B (Form MR-3) which forms part of this report.

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

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rule 14of the Companies (Audit and Auditors) Rules 2014 the cost records in respect of road andconstruction activity need to be audited. In compliance to the above the Board ofDirectors upon the recommendation of the Audit Committee had appointed M/ s HAM &Associates as the Cost Auditors of the Company for the Financial Year ended March 312017. In accordance with the above provisions the remuneration payable to the cost auditorshould be ratified by the Members. Accordingly the Board of Directors recommends to theMembers to pass the resolution as stated in Item No. 9 of the Notice convening theforthcoming Annual General Meeting.

16. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Companies Act 2013 and Rulesframed thereunder the Company has constituted a Corporate Social Responsibility Committee(CSR Committee) of the Board of Directors on August 14 2014. The CSR Committee comprisesof three Directors viz. Mr. Amit Mittal Mr. Surender Kumar Tuteja and Ms. Dipali Mittalas members of the committee. The CSR Policy of the Company as recommended by the CSRCommittee and approved by the Board is placed on the website of the Company and may beaccessed via following link.- http://media.a2zgroup.co.in/pdf/CSR_Policy_A2Z.pdf Theaverage net profits calculated as per provisions of Section 198 of the Companies Act 2013for of the preceding three (3) financial years being negative the Company was not underany obligation to spend any amount on CSR.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment & Resignation of Directors/KMP's

1. Mr. Gaurav Jain who was appointed as an Additional Director of the Company w.e.f.September 23 2015 under the category of Non-Executive Non Independent Director wasregularized as Director of the Company under the category of Non-Executive Non IndependentDirector w.e.f September 24 2016.

2. Mr. Lalit Mohan Gulati who was appointed as Chief Financial Officer (CFO) of theCompany effective from September 23 2015 a Key Managerial Personnel of the Companyresigned from his position w.e.f September 10 2016.

3. Mr. G R Nagendran was appointed as Chief Financial Officer (CFO) and designated as aKey Managerial Personnel of the Company w.e.f September 11 2016. After the Financial Yearunder review Mr. S.P. Yadav Who was appointed as Independent Director of the Company fromFebruary 03 2014 resigned from his position effective from July 24 2017 and Ms. DipaliMittal has resigned from the position of Whole Time Director of the Company w.e.f August14 2017 however she will continue as Non-Executive Non-Independent Director of theCompany.

4. Retire by Rotation

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Dr. Ashok Kumar Saini Director retires by rotation at theforthcoming Annual General Meeting of the Company and being eligible offers himself forreappointment.

5. Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of theCompanies Act 2013 read with the Rules framed thereunder the Key Managerial Personnel's(KMP's) of the Company as on 31st March 2017 are:

1. Mr. Amit Mittal Managing Director

2. Mr. Rajesh Jain Whole Time Director and CEO

3. Ms. Dipali Mittal Whole Time Director

4. Dr. Ashok Kumar Saini Whole Time Director

5. Mr. G R Nagendran Chief Financial Officer

6. Mr. Atul Kumar Agarwal Vice President & Company Secretary

18. Policy on Directors' appointment and Remuneration

As on March 31 2017 the Board consists of eight members four of whom are Executiveor Whole Time Directors one is Non-Executive and Non-Independent Director and other threeare Independent Directors.

The Policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub section (3) of section 178 of the Companies Act2013 is also available on the Company's website. There has been no change in the policysince the last financial year. We affirm that the remuneration paid to directors is as perterms laid out in the Nomination and Remuneration Policy of the Company.

19. Declaration by Independent Director(s)

The Company has received necessary declaration from each of the Independent Directorsunder Section 149(7) of the Companies Act 2013 that he meets the criteria of independenceas laid down in section 149(6) of the Companies act 2013 and Regulation 25 of SEBI(Listing

Obligations and Disclosures Requirements) Regulations 2015.

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

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 and as per the guidance note issued by SEBI dated January5 2017 vide its Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004.

The performance of the Board was evaluated by the members of the Board on the basis ofthe guidance note and criteria laid down such as the Board composition and structureeffectiveness of board processes information and functioning Board culture and dynamicsquality of relationship between the Board and the Management and efficacy of communicationwith external stakeholders competence and experience of Board to conduct its affairseffectively operations are in line with strategy integrity of financial information andthe robustness of financial and other controls effectiveness of risk managementprocessesetc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the guidance note and criteria laid down such as thecomposition of committees effectiveness of committee meetings committees are appropriatewith the right mix of knowledge and skills effectiveness and advantage of the Committeeindependence of the Committeesetc.

The Board and the Nomination & Remuneration Committee ("NRC") reviewedthe performance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings willingness to devote time and effort to understand the company andits business by the directors competency to take the responsibility and having adequatequalification experience and knowledge quality and value of their contributions at boardmeetings effectiveness of Leadership quality of the Chairman etc. In a separate meetingof Independent Directors performance of non-independent directors performance of theboard as a whole and performance of the Chairman was evaluated taking into account theviews of executive directors and non-executive directors. The same was discussed in theboard meeting that followed the meeting of the Independent Directors at which theperformance of the Board its committees and individual directors were also discussed.

21. Number of meetings of the Board of Directors

During the year eight meetings of the members of Board and one meeting of IndependentDirectors were held the details of which are given in Corporate Governance Report. Theprovisions of Companies Act 2013 and SEBI (Listing

Obligations and Disclosures Requirements) Regulations 2015 were adhered to whileconsidering the time gap between two consecutive meetings.

22. Disclosures Related to Committees and Policies

a. Audit Committee

The composition of the Audit Committee is in conformity with the provisions of Section177 of the Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015. The Audit Committee as on 31st March 2017comprises of:

1. Mr. Surender Kumar Tuteja Chairman

2. Dr. Ashok Kumar Member

3. Mr. Suresh Prasad Yadav Member

4. Mr. Gaurav Jain Member

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

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors was reconstituted by the Boardof Directors of the Company in accordance with the requirements of Section 178 of theCompanies Act 2013 & Regulation 19 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Nomination and Remuneration Committee as on 31stMarch 2017 comprises of the following directors:

1. Mr. Suresh Prasad Yadav Chairman

2. Mr. Surender Kumar Tuteja Member

3. Dr. Ashok Kumar Member

c. Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act 2013 and Regulation 20 of SEBI (Listingobligations and Disclosure Requirements) Regulations 2015 the Board of Directors of theCompany has constituted the Stakeholders Relationship Committee as on 31st March 2017comprising the following Directors:

1. Dr. Ashok Kumar Chairman

2. Mr. Suresh Prasad Yadav Member

3. Ms. Dipali Mittal Member

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

In terms of the provisions of Section 178(3) of the Act and Para A of Part D underSchedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Nomination & Remuneration Committee is responsible for formulating thecriteria for determining qualification positive attributes and independence of aDirector. The Nomination & Remuneration Committee is also responsible for recommendingto the Board a policy relating to the remuneration of the Directors Key ManagerialPersonnel and other employees. In line with this requirement the Board has on therecommendation of the Nomination & Remuneration Committee has framed a policy forselection and appointment of Directors KMP and Senior Management and their remuneration.

The Remuneration Policy of the Company is attached herewith and marked as Annexure Cand may be accessed via following link.-http://a2zgroup.co.in/pdf/Remuneration_Policy.pdf

24. Vigil Mechanism / Whistle Blower Policy

The Board has pursuant to the provisions of Section 177(9) & (10) of the CompaniesAct 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 framed "Vigil Mechanism (Whistle Blower) Policy" ("the Policy")'to deal with instances of fraud and mismanagement if any. This Policy has formulated toprovide Vigil Mechanism for employees including directors of the Company to report genuineconcerns. The said policy is placed on the website of the Company and may be accessed at alink:-http://a2zgroup.co.in/pdf/Whistle_Blowe_13_Apr_2015.pdf. This vigil mechanism of theCompany is overseen by the Audit Committee and provides adequate safeguard againstvictimization of employees and directors who avail of the vigil mechanism and also providedirect access to the Chairperson of the Audit Committee in exceptional circumstances.

25. Particulars of Loans Guarantees or Investments under Section 186

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

26. Related Party Transactions:

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

The particulars of the contract or arrangements with related parties during thefinancial year 2016-17 are disclosed in Form No. AOC -2 which forms part of theAnnual Report as an Annexure D. Except as stated in the disclosure there were nomaterially significant related party transactions made by the Company with its PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

The Policy on materiality of related party transactions as also dealing with relatedparty transactions as approved by the Board may be accessed on the Company's website atthe link: http://a2zgroup.co.in/pdf/Related_Party_Policy 13_Apr_2015.pdf.

All Related Party Transactions which were in the ordinary course of business and onarm's length basis were placed before the Audit Committee for their approval. Prioromnibus approval of the Audit Committee is obtained on a quarterly basis for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their ratification on quarterly basis.

27. Employee Stock Option Plan

The Nomination & Remuneration Committee of the Board of Directors of the Companyinter alia administers and monitors the A2Z Stock Option Plan 2010 (ESOP 2010) A2ZEmployees Stock Option Plan 2013 (ESOP 2013) and A2Z Employees Stock Option Plan 2014(ESOP 2014) of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31st March2017 with regard to the ESOP 2010 ESOP 2013 and ESOP 2014 are provided in Annexure Eto this Report.

The certificates from the Auditors of the Company that the Schemes have beenimplemented in accordance with the SEBI Guidelines/ SEBI (Share Based Employee Benefit)Regulations and the resolution passed by the members would be placed at the Annual GeneralMeeting for inspection by members.

28. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return as per Form- MGT-9 for the financial year ended March 31 2017 madeunder the provisions of Section 92(3) of the Act is attached as Annexure F whichforms part of this Report.

29. Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 read with rules made thereunder your Company hasconstituted Internal Complaints Committee which is responsible for redressal of complaintsrelated to sexual harassment. During the year under review there were no complaintspertaining to sexual harassment.

30. Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given in

Annexure G.

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

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

32. Disclosure requirements a. As per Regulation 27 of the SEBI (ListingObligations

and Disclosure Requirements) Regulations 2015 Corporate Governance report withauditors' certificate from DR Associates thereon and management discussion and analysisare attached which form part of this report. b. Details of the familiarization programmeof the independent directors are available on the website of the Company(URL:http://a2zgroup.co.in/pdf/Familiarization Programme_for_Independent_Directors). c. Interms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Chief Executive officer and the Chief Financial officer furnished acertificate to the Board of Directors in the prescribed format for the year under reviewwhich has been reviewed by the Audit Committee and taken on record by the Board.

33. Listing

The Equity Shares of the Company continue to remain listed on BSE Limited (formerly TheBombay Stock Exchange Limited) and National Stock Exchange of India Limited (NSE). Thestipulated listing fees for FY 2017-2018 have been paid to both the Stock Exchanges.

34. Risk Management Policy

Risk management forms an integral part of the business planning and review cycle. TheCompany's Risk Management Policy is designed to provide reasonable assurance thatobjectives are met by integrating management control into the daily operations byensuring compliance with legal requirements and by safeguarding the integrity of theCompany's financial reporting and its related disclosures.

Therefore in accordance with the provisions of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board members wereinformed about risk assessment and minimization procedures after which the Board formallyadopted steps for framing implementing and monitoring the risk management policy for thecompany in their meeting held on November 13 2014.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Competition Business risk Technology obsolescence Investmentsretention of talent and expansion of facilities. Business risk inter-alia furtherincludes financial risk political risk fidelity risk legal risk. As a matter of policythese risks are assessed and steps as appropriate are taken to mitigate the same.

35. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: a. In the preparation of the annualaccounts for the Financial Year ended 31st March 2017 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures; b. The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at March 31 2017 and ofthe profit and loss of the company for that period; c. The directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; d. The directors have prepared the annualaccounts on a going concern basis; and e. The directors have laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. f. The directors have devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

36. Fraud Reporting

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

37. General

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

1. No profits were transferred to any Reserves.

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

3. No director who is in receipt of any commission from the company and who is managingdirector or whole-time director of the company has received any remuneration or commissionfrom any holding company or subsidiary company of the company.

However Mr. Amit Mittal Managing Director of the Company has been appointed asManaging Director in A2Z Infraservices Limited ("AISL") a material subsidiaryCompany on October 24 2015. He is in receipt of INR 4800000/- p.a. as remunerationw.e.f. July 01 2016 in his capacity as Managing Director of AISL.

38. Acknowledgement

Your Directors wish to place on record the support assistance and guidance provided bythe financial institutions banks customers suppliers and other business associates. Wewould like to thank our Company's employees for their tireless efforts and high degree ofcommitment and dedication. Your Directors especially appreciate the continuedunderstanding and confidence of the Members.

For and on behalf of Board of Directors

Sd/-(Surender Kumar Tuteja) Chairman DIN-00594076

Date : August 14 2017 Place: Gurgaon

Form No. AOC-1

Salient features of the financial statement of the Subsidiaries/Associate/Jointventures as per Companies Act 2013 PART "A" : Subsidiaries

Name of the Susidiary Company Date Since When Subsidiary was acquired Reporting Period Reporting Currency Share Capital Reserves & Surplus Investments Total Assets Total Liabilities Turnover (Including Other Income) Profit/(Loss) before Taxation Provision for Taxation Profit/(Loss) after Taxation Proposed Dividend Extent of Shareholding (in percentage)
1 A2Z Green Waste Management Limited (formerly Known as A2Z Infrastructure Limited) 22/03/2007 2016-17 INR 2275.00 (13647.89) 6304.58 51865.61 63238.50 4609.09 (4610.44) - (4610.44) - 47.89%
2 A2Z Infraservices Limited 15/04/2008 2016-17 INR 381.60 5832.43 268.09 21344.44 15130.41 25425.26 648.69 200.64 448.05 - 93.83%
3 Magic Genie Services Limited (formerly Known as A2Z Water Solutions Limited) 10/2/2011 2016-17 INR 8.00 (30.38) 5.00 79.07 101.45 52.73 (64.58) - (64.58) - 75.00%
4 Magic Genie Smartech Solutions Limited 24/06/2016 24.06.2016 INR 5.00 (0.51) - 4.96 0.47 - (0.51) - (0.51) - 75.00%
to 31.03.2017
5 A2Z Powercom Limited 28/04/2008 2016-17 INR 12.50 201.10 - 7309.29 7095.69 2962.08 58.73 28.69 30.04 - 100.00%
6 A2Z Powertech Limited 28/04/2008 2016-17 INR 140.00 (139.87) - 147.60 147.47 - (28.59) - (28.59) - 100.00%
7 Mansi Bijlee & Rice Mills Limited 10/6/2010 2016-17 INR 5.00 (213.53) 1834.05 2518.11 2726.64 83.71 (76.85) - (76.85) - 100.00%
8 Chavan Rishi International Limited 1/12/1989 2016-17 INR 114.63 107.02 - 1011.43 789.78 65.71 (27.14) 19.37 (46.51) - 100.00%
9 Selligence Technologies Services Private Limited 12/8/2008 2016-17 INR 100.00 21.70 - 128.44 6.74 9.84 5.13 1.59 3.54 - 80.00%
10 Star Transformers Limited 21/01/2011 2016-17 INR 202.04 2038.95 - 2331.93 90.94 935.48 247.97 92.82 155.15 - 49.00%
11 A2Z Waste Managment (Nainital) Private Limited 28/10/2011 2016-17 INR 5.00 (9.81) - 667.15 671.96 121.46 (2.23) - (2.23) - 60.45%
12 A2Z Waste Management (Aligarh) Limited* 4/12/2009 2016-17 INR 5.00 (980.03) - 3495.37 4470.40 596.78 (423.38) - (423.38) - 38.31%
13 A2Z Waste Management (Moradabad) Limited* 4/12/2009 2016-17 INR 5.00 (2098.68) - 3884.14 5977.82 131.22 (631.15) - (631.15) - 38.31%
14 A2Z Waste Management (Merrut) Limited* 4/12/2009 2016-17 INR 5.00 (1356.13) 25.02 4878.68 6229.81 307.09 (294.77) - (294.77) - 38.31%
15 A2Z Waste Management (Varanasi) Limited* 4/12/2009 2016-17 INR 5.00 (1919.46) - 10370.53 12284.99 260.63 (1062.24) - (1062.24) - 38.31%
16 A2Z Waste Managment (Jaunpur) Limited* 9/11/2010 2016-17 INR 5.00 31.81 - 717.04 680.23 0.10 (13.93) - (13.93) - 47.89%
17 A2Z Waste Managment (Badaun) Limited* 10/11/2010 2016-17 INR 5.00 (15.37) - 1458.59 1468.96 46.36 (33.54) - (33.54) - 47.89%
18 A2Z Waste Managment (Sambhal) Limited* 10/11/2010 2016-17 INR 5.00 (35.42) - 1423.96 1454.38 51.26 (21.71) - (21.71) - 47.89%
19 A2Z Waste Managment (Mirzapur) Limited* 10/11/2010 2016-17 INR 5.00 (93.67) - 1787.25 1875.92 26.17 (64.34) - (64.34) - 47.89%
20 Ecogreen Envirotech Solutions Limited (Formerly 10/11/2010 2016-17 INR 5.00 91.42 - 109.18 12.76 1.44 (8.38) - (8.38) - 45.98%
Known as A2Z Waste Managment (Loni) Limited)**
21 A2Z Waste Managment (Balia) Limited* 10/11/2010 2016-17 INR 5.00 48.29 - 1269.29 1216.00 37.11 (25.70) - (25.70) - 47.89%
22 A2Z Waste Managment (Fatehpur) Limited* 10/11/2010 2016-17 INR 5.00 (428.43) - 1783.56 2206.99 50.62 (135.74) - (135.74) - 47.89%
23 A2Z Waste Managment (Ranchi) Limited* 1/3/2011 2016-17 INR 5.00 (790.78) 25.89 4725.63 5511.41 414.75 (50.64) - (50.64) - 47.89%
24 A2Z Waste Managment (Ludhiana) Limited* 14/07/2011 2016-17 INR 5.00 1198.87 2.55 5156.29 3952.42 1892.14 (170.46) - (170.46) - 47.89%
25 A2Z Waste Managment (Dhanbad) Private Limited* 28/10/2011 2016-17 INR 1.00 (38.81) - 597.27 635.08 57.96 (2.75) - (2.75) - 47.89%
26 Shree Balaji Pottery Private Limited* 30/04/2012 2016-17 INR 1.00 (19.75) - 23.24 41.99 - (3.92) - (3.92) - 47.89%
27 Shree Hari Om Utensils Private Limited* 30/04/2012 2016-17 INR 1.00 (19.28) - 23.24 41.52 - (3.90) - (3.90) - 47.89%
28 A2Z Waste Managment (Jaipur) Limited* 10/7/2012 2016-17 INR 5.00 (664.48) - 228.77 888.25 - (116.81) - (116.81) - 58.31%
29 A2Z Mayo SNT Waste Management 7/8/2012 2016-17 INR 5.00 (5.08) - 140.78 140.86 - (2.34) - (2.34) - 28.73%
(Nanded) Private Limited*
30 A2Z Waste Managment (Ahmedabad) Limited* 15/10/2012 2016-17 INR 5.00 (2.99) - 162.10 160.09 - (0.78) - (0.78) - 47.89%
31 Earth Environment Management Services Pvt Ltd* 30/06/2014 2016-17 INR 5.00 (1245.44) - 18296.11 19536.55 - (229.59) - (229.59) - 47.89%

* Indirect Subsidiaries through A2Z Green Waste Managment Limited ((Formerly Known asA2Z Infrastructure Limited). ** Indirect Subsidiary through A2Z Infraservices Limited.

Names of subsidiaries which are yet to commence operations

1. Mansi Bijlee & Rice Mills Limited

2. A2Z Waste Management (Badaun) Limited

3. A2Z Waste Management (Balia) Limited

4. A2Z Waste Management (Jaunpur) Limited

5. Ecogreen Envirotech Solutions Limited (Formerly known as A2Z Waste Management (Loni)Limited)

6. A2Z Waste Management (Mirzapur) Limited

7. A2Z Waste Management (Sambhal) Limited

8. A2Z Waste Management (Jaipur) Limited

9. Shree Balaji Pottery Private Limited 10. Shree Hari Om Utensils Private Limited

11. A2Z Mayo SNT Waste Management (Nanded) Private Limited 12. A2Z Waste Management(Ahmedabad) Limited 13. Earth Environment Management Services Private Limited 14. A2ZInfraservices (Lanka) Private Limited

Name of subsidiary which has been sold/Strike-off during the year-

1. Green Waste Management Private Limited (formerly known as A2Z Waste Management(Haridwar) Private Limited)

Note: The Company has no Associate companies and joint Ventures therefore Part Brelating to Associates and Joint Ventures is not applicable.