DIRECTOR'S REPORT

TO,

THE MEMBERS OF

A2Z INFRA ENGINEERING LIMITED

(formerly known as A2Z Maintenance & Engineering Services Limited)

The Directors take pleasure in presenting the fourteenth Annual Report together with the audited financial statements for the year ended March 31, 2015.

Standalone:

During the year under review, the Company has achieved total income of Rs. 2,286.32 Million as against Rs. 3,436.51 Million in the previous year. The Company has made net loss after tax of Rs. 1,238.83 Million as against a loss of Rs. 1,949.63 Million in the previous year.

The Net Worth of the Company has decreased to Rs. 7,967.56 Million as at the end of the current year from Rs. 9,096.47 Million as at the end of the previous year.

The Debt Equity ratio of the Company has gone up to 1.15 as at the end of the current year as compared to 0.96 as at the end of the previous year.

Consolidated:

The consolidated total income of the Company for the current financial year is Rs.6,179.68 Million as against Rs.7,159.08 Million in the previous year. The Company on consolidated basis has made a net Loss after minority interest and extra ordinary items of Rs. 2,087.32 Million as against Rs. 2,470.54 Million in the previous year.

The consolidated Net Worth of the Company has come down to Rs.5,649.34 Million as at the end of the current year from Rs. 7,586.90 Million as at the end of previous year.

The consolidated Debt Equity ratio of the Company has gone up to 2.69 as at the end of the current year compared to1.86 as at the end of previous year.

2. Consolidated Financial Statements

The audited Consolidated Financial Statements of your Company as on March 31, 2015, have been prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and Clause 41 of the Listing Agreement and provisions of the Companies  Act, 2013.

In accordance with Section 129(3) of the Companies Act, 2013 and Clause 32 of the Listing Agreement entered into with the Stock Exchanges, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies of the Company, forms part of this Annual Report as Annexure A.

3. Dividend

On account of the Losses reported by the Company during the current year, no operational profit was generated for recommendation of dividend for the financial year ended 31st March, 2015.

4. Company's working during the year/State of Company's  Affair

Your Company is an Engineering, Procurement and Construction (EPC) Company and is primarily engaged in the business of EPC works related to design, developing, erection and commissioning of the LV/HV/EHV Electrical Lines including procurement, supply, Trenching, Laying, Installation, Testing and Maintenance of Optical Fibre Cable, Sub Station, Transformer, Under Cabling, Automation, System Integration, Installation of Energy Meters, as Turnkey Contractors and undertaking distribution franchisee works in the Power Sector and participation in system strengthening projects and rural electrification projects and carrying on the business of power generation by renewable energy sources of fuels like biomass, refused derived fuel, rice husk etc. The Company has two business verticals:

EPC Division: The Company undertakes the EPC contracting business through this division, more particularly in erection and laying of distribution and transmission lines  and erection of sub-stations for power distribution companies and also the Laying, Installation, Testing and Maintenance of Optical Fibre Cables.

Power Plants Division: The Company has also forayed in the renewable energy generation business through this division by setting up biomass based three power plants in Punjab in collaboration with sugar mills on Built Own Operate and transfer (BOOT) basis.

Your Company is evolving from its historical business of EPC services to being an Infrastructure Company providing solutions that promote Clean and Green Energy. The Company is attempting to build scale in Green Technology solutions in all areas of the power sector, starting from generation of power to its distribution to end consumers. Towards it, the Company is taking significant steps for generation of power from renewable energy sources like RDF & biomass. The Company has also entered into collaboration with sugar mills for setting up three power plants on Built, Own, Operate and Transfer (BOOT) basis for a period of 15 years.

Your Company is currently executing orders for EPC work against APO (Advance Purchase Order) as received by Sterlite Technologies Limited and ITI Limited for trenching laying, Installation, Testing of Optical Fibre Cable, PLB Duct and Accessories for construction of Exclusive Optical NLD Backbone and Optical Access routes on turnkey basis for Defense Networks.

Also your Company has undertaken various strategic initiatives to improve profitability by way of cost reduction, proper and efficient execution of the Projects and making the organization structure more responsive to customers' needs and as the Indian economy is showing good signs of improvement and the revival the Company will rebound and will show steady growth and progress in the near future. The Company is involved in the endeavors that will provide best services to its clients.

5. Change of Name of the Company

Pursuant to the shareholders' approval obtained at the 13th Annual General Meeting, the name of the Company was changed from 'A2Z Maintenance & Engineering Services Limited' to 'A2Z INFRA ENGINEERING LIMITED' with effect  from 15th October, 2014.

6. Change in the nature of business

There has been no change in the nature of business of the Company during the year under review.

7. Material Changes and Commitments

There were no Material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

8. Updates on Corporate Debt Restructuring (CDR)

Further to the information furnished in the Directors' Report for the financial year 2014-15, after successful implementation of Corporate Debt Restructuring (CDR) mechanism for restructuring of its debts, as approved by Corporate Debt Restructuring Empowered Group ("CDR EG"), the Company has complied and continues to comply with the terms and conditions of approved CDR package. The CDR Lenders of the Company have appointed SBICAP Trustee Company Limited (SBICAP) as their Security Trustee on the terms and conditions of Security Trustee Agreement executed on March 27, 2014 by the Company, Lenders, and the Security Trustee. For securing the due repayment, discharge and redemption of all the Facilities by the Company to the CDR Lenders together with interest, additional interest, liquidated damages, and other monies in accordance with the Master Restructuring Agreement (MRA), the security creation by way of charge on the assets of the Company and pledge of shares of the Promoter/ Promoter Group in favour the security 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 always maintained very good relations with all its lenders but due to slow down in its operations and fall in revenue, a scarcity in funds had been created and there has been delay at times in debt servicing. However, the Company is exploring various opportunities and is giving its best effort for meeting debt service obligations.

9. Scheme of Arrangement/Reconstruction/Re-Organization

The Board of Directors at their meeting held on May 06, 2014 had inter alia approved, subject to necessary consents and other approvals as may be required, the Scheme of Arrangement/Reconstruction/Re-Organization ("the Scheme") between your Company and its Secured Creditors under Sections 391 to 394 of the Companies Act, 1956.

The Scheme provides for the implementation of the Corporate Debt Restructuring Package ("CDR Package") as approved by the Corporate Debt Restructuring Empowered Group ("CDR EG") vide Letter of Approval dated December 28, 2013 further amended by letter dated February 03, 2014 (hereinafter collectively referred to as "CDR LOA") on all the Secured Creditors of the Company in view of the Corporate Debt Restructuring Package ("CDR Package") pursuant to the CDR mechanism set up by the Reserve Bank of India (RBI).

The Scheme is subject to the approval of the Hon'ble High Court of Punjab & Haryana at Chandigarh. Prior to filing the Scheme with the Hon'ble High Court of Punjab & Haryana, your Company had also filed an application with BSE Limited and National Stock Exchange of India Limited (NSE) seeking approval in terms of the provisions of Clause 24(f) of the Listing agreement and also from the Securities Exchange Board of India (SEBI) on June 30, 2014. The observation letters conveying No Objection to the Scheme was issued by BSE Limited & NSE on September 18, 2014 & September 19, 2014 respectively.

The Hon'ble High Court of Punjab & Haryana at Chandigarh vide its order dated 22nd day of December, 2014, had directed for convening separate meetings of Secured and Un-Secured Creditors on February 14, 2015. The said meetings were convened as per the directions and the Court appointed Chairman had submitted his report to the Hon'ble High Court. The decision of the Hon'ble High Court in the matter of aforesaid Scheme of Arrangement/Reconstruction/ Re-Organization is awaited.

10. Deposits

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

11. 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 Tribunal which would impact the going concern status of the Company and its future operations.

12. Internal Financial Controls and systems:

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

- 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 business processes are reviewed by the Management before reporting to the Audit Committee. The Audit Committee then reviews the Internal Audit reports and the status of implementation of the agreed action plan.

The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review coversentity level controls, process level controls, fraud risk controls. Based on this evaluation,there is nothing that has come to the attention of the Directors to indicate any material break down in the functioning of these controls, procedures or systems during the year. There have been no significant events during the year that have materially affected, or are reasonably likely to materially affect, our internal financial controls.

13. Share Capital Authorised Share Capital:

During the year under review, the Authorised Share Capital of the Company has been increased two times pursuant to the ordinary resolutions of the shareholders of the Company through Postal Ballot Notices dated May 06, 2014 and December 12, 2014, the results of which were declared on June 24, 2014 and March 25, 2015 respectively as follows:

(i) from Rs.100,00,00,000/- (Rupees One Hundred Crores only) divided into 10,00,00,000 (Ten Crores) equity shares of Rs.10/- (Rupees Ten only) each to Rs. 115,00,00,000/- (Rupees One Hundred Fifteen Crores only) divided into 11,50,00,000 (Eleven Crore Fifty Lacs) equity shares of 10/- (Rupees Ten only) each; and

(ii) from Rs. 115,00,00,000/- (Rupees One Hundred Fifteen Crores only) divided into Rs. 11,50,00,000 (Eleven Crore Fifty Lacs) equity shares of 10/- (Rupees Ten only) to Rs. 126,00,00,000/- (Rupees One Hundred Twenty Six Crores only) divided into 12,60,00,000 (Twelve Crore Sixty Lacs) equity shares of 10/- (Rupees Ten Only) each ranking pari-passu with the rights and liabilities of the existing Equity Shares.

Paid Up Share Capital:

During the year, the Company has issued and allotted 1,23,40,000 Equity Shares of Rs. 10/- (Ten) each at a price of Rs. 10/- (Ten) per share equity share to Mr. Amit Mittal, Promoter, pursuant to approved CDR package of the Company under the Preferential Issue in the Board Meeting duly held on December 12, 2014. Consequently the paid up Equity Share Capital was increased to Rs. 86,51,76,940/-(Rupees Eighty Six Crore Fifty One Lac Seventy Six Thousand Nine Hundred Forty only).

Further after the year under review, the paid up Equity Share Capital of the Company was increased to Rs. 108,71,76,940/-(Rupees One Hundred Eight Crores Seventy One Lacs Seventy Six Thousand Nine Hundred Forty only) as the Board in its meeting held on May 09, 2015 has issued and allotted 2,22,00,000 Equity Shares of Rs. 10/- (Ten) each at a price of Rs. 10/- (Ten) per share equity share to M/s. Mestric Consultants Private Limited (a Promoter Group Company) pursuant to approved CDR package of the Company under the Preferential Issue.

The shareholders of the Company vide Postal Ballot Notice dated May 06, 2014, the results of which were declared on June 24, 2014, had approved the issue of 23,23,80,000 (Twenty Three Crores Twenty Three Lakhs Eighty Thousand) fully paid-up equity shares of the Company, having face value of Rs.10/- (Rupees Ten only) each, at a price of Rs.10/-(Rupees Ten only) per share on Preferential Basis on the Conversion of Funded Interest Term Loan (FITL) and Working Capital Term Loan (WCTL) to CDR Lenders and Non-CDR Lenders of the Company pursuant to approved CDR package of the Company. The paid up capital of the Company shall undergo changes consequent to exercise of the conversion option by the CDR and Non-CDR Lenders in terms of the approved CDR package.

Also after the year under review, the Board in its meeting held on July 16, 2015, has considered, approved and recommended to issue to persons other than Promoter and Promoter Group up to 2,75,25,000 (Two Crores Seventy Five Lacs Twenty Five Thousand Only) Warrants on a preferential basis entitling the holder of each Warrant, from time to time to apply for and obtain allotment of one equity share of face value of Rs. 10/- each fully paid up against each Warrant within 18 (eighteen) months of its allotment in one or more tranches in such a manner at such price and, on such other terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations.

Further during the year under review your Company has not issued any:

a. shares with differential rights

b. sweat equity shares

14. Subsidiaries, Joint Ventures, and Associate Companies

Your Company, along with its subsidiaries and other step-down subsidiary companies, engages in the EPC business, facility management services and municipal solid waste (MSW) business.

As on March 31, 2015, the Company had 33 (Thirty Three) direct and step down subsidiary Companies, 9 (Nine) unincorporated Joint ventures (JVs) with whom the Company has entered into joint venture agreement for bidding of tenders & contracts, and an association of person (AOP) in which Company is having 60% sharing in profits, the details of which is given in the note no. 37 & 38 to the standalone and note no. 36 & 37 to the consolidated financial statements.

As per sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements and performance of the Company's subsidiaries and associate company for the year ended March 31, 2015, is included as per the prescribed format in this Annual Report. The Annual Accounts of these subsidiaries are uploaded on the website of the Company in compliance with Section 136 of the Companies Act, 2013. The Annual Accounts of these subsidiaries and the other related detailed information will be made available to any Member of the Company/its subsidiary(ies) seeking such information at any point of time and are also available for inspection by any Member at the Registered Office of the Company.

During FY 15, there has been no major change in the nature of business of your Company and its subsidiaries. During the year under review, two of the step down subsidiaries have ceased to be a subsidiary of the Company and one step down subsidiary company was incorporated.

Report on the performance and financial position of each of the subsidiaries has been provided in Form AOC-1 and is forming part of the Annual Report as Annexure A.

15. Auditors

Statutory Auditors and Auditors' Report

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Walker Chandiok & Co LLP, (Firm Registration No. 001076N), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Thirteenth Annual General Meeting (AGM) of the Company held on September 27, 2014 to the conclusion of the Annual General Meeting to be held for the Financial Year 2018-19, subject to ratification of their appointment at every 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 limits prescribed under Section 141 of the Companies Act, 2013 and the Rules framed thereunder and that they are not disqualified for such appointment within the meaning of the said Act.

The Board of Directors recommends to the Members to pass the resolution ratifying the appointment of Walker Chandiok

& Co LLP, as the Statutory Auditors of the Company as stated in Item No. 3 of the Notice, convening the ensuing Annual General Meeting.

The auditor's report presented by M/s Walker Chandiok & Co LLP, Statutory Auditors on the accounts of the company for the financial year ended 31st March, 2015 is self explanatory and requires no comments and the Management replies to the audit observations are as under:

Explanation to para 8 (a) of Auditor's report on Consolidated Financials of A2Z Infra Engineering Limited, its subsidiaries, joint ventures and associates & para 9(a) of Auditor's report on Standalone Financials of A2Z Infra Engineering Limited

The management has performed impairment assessment of three cogeneration power plants set 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, 2015, such plants have a power generation capacity of 15 MW each. The assessment has been done on the basis of assumptions of useful life of assets, discounted cash flows with significant underlying assumptions, achievement of certain operating capacity and the ability of new technology to perform on a consistent basis.

Based on the assessment and advice from an independent legal counsel on the availability of concession period, including renewal period, for thirty years, and the intent of the management for exercising the option for renewal/ extension of the concession period, the management believes there exists reasonable certainty that arrangement shall be extended for another term of fifteen years. Accordingly, the management believes that the estimates of the useful lives are reasonable and no impairment exists in the carrying value of power generation plants.

Explanation to para 8 (b) of Auditor's report on Consolidated Financials of A2Z Infra Engineering Limited, its subsidiaries, joint ventures and associates & para 9(b) of Auditor's report on Standalone Financials of A2Z Infra Engineering Limited

Contract revenue in excess of billings include unbilled receivables amounting to Rs 1,966,500,958/- pertains to revenue recognized by the Company during earlier years, representing amounts billable to, and receivable from the customers towards work done on certain EPC contracts under execution by the Company in accordance with the terms implicit in the contract. The delay in billing of these amounts is on account of conclusion of reconciliations with the customers, pending joint measurement/ survey of the work done till date and non-achievement of milestones as per the contractual terms. Management is in discussions with the customers and expects to bill these amounts at the earliest, and believes that whilst it may take some time to bill and recover the amounts owing to completion of certain administrative and contractual matters, no adjustments are required in respect of these unbilled receivables.

Explanation to para 8 (c) of Auditor's report on Consolidated Financials of A2Z Infra Engineering Limited, its subsidiaries, joint ventures and associates & para 9(c) of Auditor's report on Standalone Financials of A2Z Infra Engineering Limited

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

Explanation to para 8 (d) of Auditor's report on Consolidated Financials of A2Z Infra Engineering Limited, its subsidiaries, joint ventures and associates

Trade receivables include, in case of A2Z Infrastructure Limited, a subsidiary company an outstanding recoverable of Rs. 76,265,817/- being receivable from a customer for collection and transportation of municipal solid waste. The subsidiary company has filed a writ petition with Honorable High Court of Patna, Bihar for recovery of dues. An interim order was passed directing the customer to release 75% of the amount recoverable. Against the interim order the customer has filed Letters Patent Appeal ("LPA") which has been dismissed, confirming the interim order. Subsequently, the writ petition has been allowed by the Court and the customer has been directed to pay the entire amount along with the interest at the rate of 8% p.a from the due date.

Explanation to Point No. (vii)(a) & (ix) of the Annexure to the Auditor's Report on Consolidated Financials of A2Z Infra Engineering Limited, its subsidiaries, joint ventures and associates & Point No. (vii)(a) & (ix) of Auditor's report on Standalone Financials of A2Z Infra Engineering Limited

In respect of auditor's observation in Consolidated& Standalone financial statements regarding certain default in payment of interest and repayment of dues of banks and delay in depositing statutory dues:

It is clarified that the delay arose on account of delayed realization of trade receivables coupled with delays in commencement of commercial production at its biomass based power generation plants. The approved CDR package of the Company which got implemented in March 2015 only, envisages the due payment towards statutory dues of the Company and the management believes that the Company shall make the payments as and when the funds are released by the bankers.

Branch Auditors

In terms of Section 143(8) of the Companies Act, 2013 read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, the audit of the accounts of the branch offices 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 authorise the

Audit Committee to appoint Auditors for the branch office of the Company and also to fix their remuneration. The Board of Directors recommends to the Members to pass the resolution, as stated in Item No. 6 of the Notice, convening the ensuing Annual General Meeting.

Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. DR Associates, Practising Company Secretaries as Secretarial Auditors to conduct Secretarial Audit. The Secretarial Audit Report given by Mr. Suchitta Koley, a partner of M/s DR Associates, Company Secretaries in practice, is given as an Annexure B which forms part of this report.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost records in respect of road and construction activity need to be audited. In compliance to the above, the Board of Directors upon the recommendation of the Audit Committee had appointed M/s H A M & Associates, as the Cost Auditors of the Company for the Financial Year ending March 31, 2016. In accordance with the above provisions the remuneration payable to the cost auditor should be ratified by the Members. Accordingly, the Board of Directors recommends to the Members to pass the resolution, as stated in Item No. 7 of the Notice convening the ensuing Annual General Meeting.

Since no electricity was generated/ produced till March 31, 2014 and/or none of any other product/ service of the Company was covered in any of the Cost Audit Order applicable for the Financial Year ended on March 31, 2014, hence no Cost Audit Report was filed for the F.Y. ended March 31, 2014. However, the Cost Compliance Report of your Company for the Financial Year ended 31st March, 2014, which was due for filing by September 30, 2014, was filed on September 25, 2014 with the Ministry of Corporate Affairs through Extensive Business Reporting Language (XBRL) by M/s H A M & Associates, Cost Accountants.

16. Corporate Social Responsibility

The Company, in compliance with Section 135 of the Companies Act, 2013 has constituted a Corporate Social Responsibility Committee (CSR Committee) of the Board of Directors on May 16, 2014. The CSR Committee comprises of three Directors viz. Mr. Amit Mittal, Mr. Surender Kumar Tuteja and Ms. Dipali Mittal as members of the committee.

The average net profits calculated as per provisions of Section 198 of the Companies Act, 2013 for of the preceding three (3) financial years being negative, the Company was not under any obligation to spend any amount on CSR.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. The Board based on the recommendation received from the Nomination & Remuneration Committee at its meeting held on November 13, 2014, pursuant to Section 161 of the Companies Act, 2013 (the 'Act') and

Articles of Association of the Company, had appointed Mr. Rajesh Jain and Dr. Ashok Kumar Saini, as Additional Directors of the Company to hold office upto the date of the ensuing Annual General Meeting. Your Company has received notices from members proposing their appointment as Directors of the Company.

2. The Board of Directors of the Company on the recommendation received from the Nomination & Remuneration Committee in its meeting held on November 13, 2014 has approved the following appointment(s):

(i) Re-appointment of Mr. Amit Mittal as Managing Director (KMP) of the Company for a period of three years with effect from January 01, 2015.

(ii) Re-appointment of Ms. Dipali Mittal as Whole-time Director of the Company for a period of three years with effect from April 01, 2015.

(iii) Appointment of Mr. Rajesh Jain as a Whole time Director of the Company for a period of three years effective from November 13, 2014.

(iv) Appointment of Dr. Ashok Kumar Saini as a Whole time Director for a period of three years effective from February15, 2015.

The members of the Company had approved the above said appointments of Directors/KMPs through Postal Ballot the results of which were declared on March 25,  2015.

3. Further the Board of Directors on the recommendation received from the Nomination & Remuneration Committee at its meeting held on February 10, 2015, in terms of Sections 149, 152 and 161 of the Companies Act, 2013 (the 'Act') had appointed Mr. Ratan Kishore Bajaj as an Additional Director (under the category of Independent Director) of the Company to hold office upto the date of the ensuing Annual General Meeting.

However, due to his pre-occupation Mr. Ratan Kishore Bajaj has resigned as Director Company w.e.f. July 06, 2015. The Board placed on record its appreciation for the valuable services rendered by Mr. Ratan Kishore Bajaj during his short stint with the Company.

4. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Dipali Mittal retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment.

In the meeting of the Board of Directors held on May 06, 2014 and in terms of Section 203 of the Companies Act, 2013 the following were designated as Key Managerial Personnel's (KMP's) of your Company by the Board:

1. Mr. Amit Mittal, Managing Director

2. Dr. Ashok Kumar Saini, Chief Executive Officer  (CEO)

3. Mr. Gaurav Jain, Chief Financial Officer (CFO)

4. Mr. Atul Kumar Agarwal, Company Secretary However, in the meeting of the Board held on August

14, 2014, Mr. Rajesh Jain was designated as Chief Executive Officer (CEO) and a KMP of the Company in place of Dr. Ashok Kumar Saini with an immediate effect.

Declaration by an Independent Director(s)

The terms and conditions of appointment of independent directors are as per Schedule IV of the Companies Act, 2013. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their statusas independent director during the year.

Annual evaluation of Board Performance and Performance of its committees and Individual Directors

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the members of the board on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders etc. Feedback was also taken from every director on his assessment of the performance of each of the other Directors.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination & Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contributionand inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non­executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

18. Number of meetings of the Board of Directors

During the year Eight Board Meetings and one independent directors' meeting were held, the details of which are given in Corporate Governance Report.The provisions of Companies Act, 2013 and Listing Agreement were adhered to while considering the time gap between two consecutive meetings.

19. Disclosures Related to Committees and Policies

a. Audit Committee

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Audit Committee comprises of:

1. Mr. Surender Kumar Tuteja, Chairman

2. Dr. Ashok Kumar, Member

3. Mr. Suresh Prasad Yadav, Member

4. Ms. Dipali Mittal, Member

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

b. Nomination & Remuneration Committee

The Nomination & Remuneration Committee of Directors was reconstituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 & the Listing Agreement. The Nomination & Remuneration Committee 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, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee, comprising of the following Directors:

1. Dr. Ashok Kumar, Chairman

2. Mr. Suresh Prasad Yadav, Member

3. Ms. Dipali Mittal, Member

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

In terms of the provisions of Section 178(3) of the Act and Clause 49(IV)(B)(1) of the Listing Agreement, the Nomination & Remuneration Committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has, on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, KMP and Senior Management and their remuneration.

The Remuneration Policy of the Company is attached here with and marked as Annexure C.

21. Vigil Mechanism / Whistle Blower Policy

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing agreement, framed "Vigil (Whistle Blower) Mechanism" ("the Policy")' to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy has been approved by the Board at its meeting held on August 14, 2014 and has been placed on the website of the Company and may be accessed at a link <http://> a2zgroup.co.in/pdf/Whistle_Blowe_13_ Apr_2015.pdf.

This vigil mechanism of the Company is over seen by the Audit Committee and provides adequate safeguard against victimization of employees and directors who avail of the vigil mechanism and also provide direct access to the Chairperson of the Audit Committee in exceptional circumstances.

22. Particulars of Loans, Guarantees or Investments under Section 186

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

23. Related party transactions

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

The particulars of the contract or arrangements with related parties during the financial year 2014-15 are disclosed in Form No. AOC -2 which forms part of the Annual Report as an Annexure D. Except as stated in the disclosure, there were no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Policy on materiality of related party transactions as also dealing with related party transactions as approved by the Board may be accessed on the Company's website at the 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 on arm's length basis were placed before the Audit Committee for their approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

24. Employee Stock Option Plan

The ESOP Committee of the Board of Directors of the Company, inter alia, administers and monitors the A2Z Stock Option Plan 2010 (ESOP 2010), A2Z Employees 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. However no ESOP has been granted pursuant to the A2Z Employees Stock Option Plan 2014 during the F/Y ending on 31st March, 2015.

The applicable disclosures as stipulated under the SEBI

Guidelines as on 31st March 2015 with regard to the ESOP 2010 and ESOP 2013 are provided in Annexure E to this Report.

The Company has received certificates from the Statutory Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The said certificates would be placed at the ensuing Annual General Meeting for inspection by members.

25. Compliance to Clause 5A of Listing Agreement (Details of Shares held in Suspense Account)

At the time of the public issue 1,035 Equity Shares were transferred to suspense account as were unclaimed. At the end of last year i.e. as on 31st March, 2014, 105 shares were lying in the suspense account. During the year no share has been transferred from suspense account to shareholders. Detail of Shares in Suspense Account is as follows:

26. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure F which forms part of this Report.

27. Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

28. Particulars of Employees and Related Disclosures

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report as 'Annexure G'. However, as permitted in terms of Section 136 of the Act, this Annual Report is being sent to all the members and others entitled thereto, excluding the said annexure. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by members at the Registered Office of the Company, 21 days before the 14th Annual General Meeting and upto the date of Annual General Meeting during business hours on working days.

29. 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) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as Annexure H which forms part of this report.

30. Disclosure requirements

a. As per Clause 49 of the listing agreements entered into with the stock exchanges, Corporate Governance Report with Secretarial Auditors' certificate thereon and Management Discussion and Analysis are attached, which form part of this report.

b. Details of the familiarization programme of the independent directors are available on the website of the Company (URL: www.a2zgroup.co.in).

c. Policy for determining material subsidiaries of the Company is available on the website of the Company (URL: www.a2zgroup.co.in).

The Company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges.

31. Listing

The Equity Shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited. The stipulated listing fees for FY 2015-16 have been paid to the Stock Exchanges.

32. Risk management policy

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

Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the

Board formally adopted steps for framing, implementing and monitoring the risk management policy for the company in their meeting held on November 13, 2014.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

33. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at March 31, 2015 and of the profit and loss of the company for that period;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis.

e. The directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. General

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

1. No profits were transferred to any Reserves.

2. No Voluntary revision of Financial Statements or Board's Report.

3. No director is in receipt of commission from the Company and Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries Companies.

4. There was no instance of reporting of fraud to the Audit Committee and of Directors.

35. Acknowledgements

Your Directors wish to place on record the support, assistance and guidance provided by the financial  institutions, banks, customers, suppliers and other business associates. We would like to thank our Company's employees for their tireless efforts and high degree of commitment and dedication. Your Directors especially appreciate the continued understanding and confidence of the Members.

For and on behalf of Board of Directors

Sd/- (Surender Kumar Tuteja)

Chairman

DIN-00594076

Date: August 14, 2015

Place: Gurgaon