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VA Tech Wabag Ltd.
BSE CODE: 533269   |   NSE CODE: WABAG   |   ISIN CODE : INE956G01038   |   16-Jul-2024 15:55 Hrs IST
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March 2016

BOARD'S REPORT

DEAR SHAREHOLDERS,

Your Directors are pleased to present the 21st Annual Report of the Company, together with the Audited Financial Statements for the year ended March 31, 2016.

Business environment

The global business environment during the year was subdued and witnessed slow growth across geographies. The oil price crisis in Middle East dominated throughout the year and had its effects spread across the world. The currency devaluation by China and the slowdown in this region witnessed tremendous volatility in the major currencies and commodities. Despite the global turmoil, Indian economy remained fairly stable but the growth momentum which was expected during the year did not happen on the back of slow decision making and lead up to various state elections held in May 2016.

Forecasting these developments to an extent, your Company had proactively spread its wings in the international emerging geographies where better visibility was seen in terms of new projects in the water treatment space. The focused approach of the business development and sales team helped your company in garnering good order intake in Malaysia, Bahrain, Sri Lanka, Nigeria and Saudi Arabia. Towards the end of the year, your company also bagged a big ticket tertiary treatment order in Chennai, India. The strategy of diversifying into targeted geographies for newer opportunities helped the Company secure its biggest ever order intake in a single financial year and thereby helped in navigating your Company safely amidst tough macro-economic conditions.

State of affairs

In the financial year 2015-16, your Company continued its growth momentum on key parameters. During the year, your company recorded order intake of Rs. 5,140 Crore which helped your Company to close the year with a strong order book of Rs. 7,308 Crore as on March 31, 2016. Your Company's consolidated turnover stood at Rs. 2,549 Crore compared to previous year's turnover of Rs. 2,435 Crore recording a growth of 5%. The standalone turnover stood at Rs. 1,513 Crore, an increase of 23%, compared to previous year's turnover of Rs. 1,233 Crore. The consolidated EBITDA increased to Rs. 225 Crore in FY 2015-16 as against Rs. 209 Crore in the previous year registering a growth of 8% over previous year. On a standalone basis the EBITDA stood at Rs. 206 Crore in FY 2015-16 as against the previous year's EBITDA of Rs. 149 Crore. The consolidated PAT stood at Rs. 92 Crore as against Rs. 110 Crore in the previous year. The increase in working capital due to the liquidity stress in the market impacted the Company's bottom-line adversely. The consolidated EPS was at Rs. 16.95 for the year ended March 31, 2016 as against Rs. 20.39 in the previous year.

Dividend

Your directors are pleased to recommend a final dividend of Rs. 4/- per equity share on the face value of Rs. 2/- per equity share for the financial year ended March 31, 2016 amounting to Rs. 26.36 Crore (inclusive of tax Rs. 4.56 Crore). The dividend payout is subject to approval of members at the ensuing Annual General Meeting (AGM).

The dividend will be paid to members whose names appear in the Register of members as on July 15, 2016 in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

Management's discussion and analysis

In terms of the provisions of Regulation 34 of the SEBI Listing Obligations And Disclosures Requirements Regulation (SEBI LODR) 2015, the Management's discussion and analysis is set out in this Annual Report.

Key projects updates

PETRONAS RAPID ETP PROJECT, Malaysia

During the year, Malaysia's National Oil and Gas company, Petroliam Nasional Berhad (PETRONAS), through its subsidiary under the PETRONAS Group, PRPC Utilities and Facilities Sdn. Bhd. (PRPC UF), signed a contract with VA Tech Wabag Limited and Muhibbah Engineering (M) Bhd for the ReFEED and Engineering, Procurement, Construction and Commissioning of the Effluent Treatment Plant (ETP) for PETRONAS' Refinery and Petrochemicals Integrated Development (RAPID) Project in Pengerang, Johor. The project is being executed by Wabag-Muhibbah JV Sdn. Bhd., a JV company incorporated in Malaysia. The contract's scope covers RAPID Complex's effluent and waste water treatment to below the regulatory discharge limits with a state-of-the-art water treatment system. The project is progressing as per schedule. The Reefed Engineering approval has been obtained while the detailed engineering, procurement and construction activities are progressing as planned.

AMAS STP PROJECT, Bahrain

The year 2015-16 saw your Company winning a large EPC order from the Kingdom of Bahrain, to Design and Build a Sewage Treatment Plant (STP) for Al Madina Al Shamaliya (AMAS), the new town being developed in Bahrain. The project is funded by Abu Dhabi Fund for Development (ADFD). WABAG is partnering with Belhasa Projects LLC, UAE for executing this project. AMAS is a mixed used new town on reclaimed land off the north coast of the Kingdom of Bahrain. With a total land area of approximately 750ha over 13 islands,

AMAS shall be developed for Housing, Recreational, and Business activities purpose which will provide approximately 15,000 dwelling units. The STP plant with tertiary treatment will cater to the entire irrigation water requirements of all the 13 islands. The client has approved the basic engineering; the civil work has commenced and the detailed engineering and procurement is at an advanced stage.

DANGOTE RWTP PROJECT, Nigeria

WABAG is designing and building a Raw Water Treatment plant for Dangote Fertilizer Ltd a Company forming part of the Dangote Group, one of Africa's most diversified business groups. The Greenfield, integrated fertiliser and refinery complex will be located near Lagos, Nigeria's largest city, and will be the largest of its kind in Africa. 60 MLD of raw water from the lagoon will be processed using a combination of ultra filtration/reverse osmosis. The scope of the contract includes design, engineering and supply of raw water treatment plant, as well as supervision of installation and commissioning. The project is progressing well and reached the final stages of engineering completion.

AL GHUBRAH DESALINATION PROJECT, Oman

During the year, the 191 MLD Al Ghubrah Desalination Project was completed and handed over to the client. The project was executed by International Water Treatment LLC (IWT) a SPV incorporated in Muscat, Oman, with the Company holding 32.5% stake and the other joint venture partners of the SPV being Cadagua SA, Spain (37.5%) and Galfar Engineering & Contracting SAOG, Oman (30%). The plant has an innovative design that provides it with a compact footprint and employs technology that includes a two-pass reverse osmosis system with pre-treatment using dissolved air flotation (DAF) and dual media Alters. The Project suffered a time over-run which led to delay in the overall commissioning of the plant that has eroded the expected margins on the Project. As per terms of the contract the SPV is liable to pay liquidated damages (LD) to the client. The Company's share of the liquidated damages would amount to 32.5% of the overall liquidated damages that could be levied. The SPV has initiated arbitration proceedings with the client on the extent of liquidated damages and the matter is sub judice. Although the Project suffered losses, the state-of-the-art Plant is a good reference for the Company which will enable it to win large projects in Desalination space.

APGENCO KAKATIYA and RAYALASEEMA THERMAL POWER PROJECT, India

Andhra Pradesh Power Gen. Co. Ltd. had placed orders for two 600 MW Thermal Power Plants - one at Warangal and another at Cuddapah. The orders were placed on a consortium in which WABAG was joint partner along with two more contractors.

WABAG was initially responsible for Water Systems Package. Due to financial issues on the part of the Consortium leader, WABAG had to take lead of the consortium from mid-2014 and took over the overall responsibility of completing the entire balance of plant for the 600 MW Power plant. For the first time, WABAG ventured into the construction of the full Balance of Plant package.

The first of the 600 MW Kakatiya Thermal Power projects was completed successfully and the Plant was inaugurated by the Chief Minister of Telengana in the Month of January 2016. The other 600 MW Rayalaseema Thermal Power plant is under construction and the plant is in progress as per schedule for completion.

Corporate governance

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance as prevalent globally. We have implemented several best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions. Our corporate governance report for FY 2015-16 forms part of this Annual Report. The requisite certificate from the auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under SEBI LODR is annexed to the corporate governance report.

Directors & Key managerial personnel

Rajiv Mittal was appointed as the Managing Director & Group CEO for a period of 5 years effective October 1, 2015 by the members at the 20th AGM held on July 27, 2015. The members at the said AGM also appointed S Varadarajan as a Director of the Company liable to retire by rotation and Malay Mukherjee as an Independent Director for a period of 3 consecutive years for a term up to the conclusion of the 23rd AGM of the Company in the calendar year 2018. We thank the members for their support in confirming the above-mentioned appointments.

The board, on the recommendation of the Nomination and Remuneration Committee, appointed Parthasarathy Gopalan as the Chief Financial Officer (CFO) effective November 7, 2015 in place of S Varadarajan who relinquished his post as the CFO of the Company. The board places on record its appreciation for the services rendered by S Varadarajan during his tenure as CFO with the Company. Further, based on the recommendation of the Nomination and Remuneration Committee, S Varadarajan was designated as the Director & Chief Growth Officer of the Company effective November 7, 2015.

As per the provisions of the Companies Act, 2013, S Varadarajan, retires by rotation at the ensuing annual general meeting and being eligible, seeks re-appointment. A brief profile of S Varadarajan is given in the notice dated May 26, 2016 convening the AGM of the Company. The board recommends his re-appointment.

Declaration by independent directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI LODR.

Board diversity

The Company recognises the importance of a diverse board for its success and believes that a diverse board will leverage inter alia differences in thought, knowledge, skills, regional and industry experience, cultural and geographical background which in the long run will enhance shareholder value. The Nomination and Remuneration Committee sets out the approach to diversity of the board of directors.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI LODR, the board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders Relationship, Corporate Social Responsibility, Monitoring & Overseas Investment Committee. A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering various aspects of the board's functioning such as adequacy of the composition of the board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the board, who were evaluated on parameters such as participation and contribution by a director, commitment, including guidance provided to the senior management outside of board / committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders, independence of behavior and judgment etc. The performance evaluation of the Independent Directors was carried out by the entire board. The performance evaluation of the Chairman and Managing Director were carried out by the Independent Directors. The board also reviewed the performance of the Chief Financial Officer, Company Secretary and other senior managerial personnel. The evaluation process has been explained in the corporate governance report. The board approved the evaluation results as collated by the Nomination and Remuneration Committee.

Policy on directors appointment and remuneration

The Company's current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the board and separate its functions of governance and management. As on March 31, 2016 the board consists of 7 Directors, majority of them being independent directors. Besides the Chairman who is an independent director, the board comprises the managing director and an executive director both being promoters and 4 independent directors. The board periodically evaluates the need for change in its composition and size.

The policy of the Company on director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as required under sub-section (3) of Section 178 of the Companies Act, 2013 are formulated by the Nomination and Remuneration Committee and is outlined in the Nomination Evaluation & Remuneration policy of the Company.

Number of meetings of the board

The board met four times during the financial year, the details of which are given in the corporate governance report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Committees of the board

Currently, the board has six Committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee, the Monitoring Committee and the Overseas Investment Committee. As required under section 177 (8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

B D Narang, Chairman of the Committee, Jaithirth Rao, Malay Mukherjee and Sumit Chandwani.

A detailed note on the composition of the board and other committees is provided in the corporate governance report section of this annual report.

Induction & training of board members

On appointment, the concerned director is issued a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed/ designated independent director is taken through a formal induction program including the presentation from the managing director & group CEO on the Company's operations, marketing, finance and other important functions. The company secretary briefs the director about their legal and regulatory responsibilities as a director. The induction for independent directors include interactive sessions with executive committee members, business and functional heads, visit to the plant site etc. The above initiatives help the director to understand the Company, its business and the regulatory framework in which the Company operates and equips him/ her to effectively fulfill his role as a director of the Company.

Periodic presentations are also made at the board and committee meetings on business and performance updates of the Company, global business environment, business strategy and risks involved.

Director's responsibility statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, your directors confirm that:

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

• they 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 the end of the financial year and of the profit and loss of the Company for that period;

• they have taken proper and sufficient care towards 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;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls which were adequate and are operating effectively; and

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Remuneration policy

The Company's remuneration policy is driven by the success and performance of the individual employee and the Company. Through its compensation programme, your Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals are measured through quarterly & annual appraisal process.

The primary objective of the remuneration policy is to formulate the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director and recommend to the board policies relating to the remuneration of the directors, KMPs and other employees. This includes reviewing and approving corporate goals and objectives relevant to the compensation of the executive directors, evaluating executive directors' performance in the light of those goals and objectives, and either as a committee or together with the other independent directors (as directed by the board), determine and approve the executive directors' compensation level based on this evaluation and making recommendations to the board with respect to key managerial personnel's (KMPs) compensation, performance incentives and equity based plans that are subject to the board's approval.

The purpose of the policy is also to assess the effectiveness of the board as a whole, committees of the board and individual directors on regular basis through the Nomination  and Remuneration Committee of the board. The policy also addresses board diversity and outlines remuneration principles for directors, KMP's and other employees based on various evaluation criteria determined by the Nomination and Remuneration Committee including measuring their performance and achievement against the Company's goals.

Employees' stock option scheme

Nomination and Remuneration Committee of the Board of directors of the Company, inter alia administers and monitors the Company's employees' stock option scheme (ESOP Scheme) in accordance with the applicable SEBI Regulations. During the year ended March 31, 2016, a total of 2,11,911 shares were allotted to eligible employees under the Company's prevailing ESOP scheme. During the year ended March 31, 2016 there has been no material change in the Company's existing ESOS and the scheme is in compliance with the applicable Regulations. The details of the scheme as required under SEBI Regulations is available on the Company's website www. wabag.com

The applicable disclosures as stipulated under the SEBI Regulations as on March 31, 2016 is enclosed herewith as Annexure I to the Board's report. The Company has received a certificate from the statutory auditors that the scheme has been implemented in accordance with the SEBI Regulations and the resolutions passed by the shareholders. The certificate would be placed at the AGM for inspection by the members.

Particulars of employees

The ratio of remuneration of each director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and a statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 Lakhs or more, or employed for part of the year and in receipt of Rs. 5 Lakhs or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure II to the Board's report.

Equal opportunity

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination of any kind. It has provided equal opportunities of employment to all without regard to the nationality, religion, caste, color, language, marital status and sex. The Company has also framed

a policy on 'Prevention of Sexual Harassment' (POSH) at the workplace. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land wherever we operate. We have also constituted an Internal Complaints Committee to consider and address sexual harassment complaints. The details of issues raised and resolved regarding sexual harassment of women at the workplace is available in the human resources section which forms part of this annual report.

Auditors

Statutory auditors

At the AGM held on July 27, 2015, Walker Chandiok & Co. LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of AGM to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every AGM. Accordingly, the appointment of Walker Chandiok & Co. LLP, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

The auditors' report for FY 2015-16 does not contain any qualification, reservation or adverse remark. The auditors' report is enclosed with the financial statements in this annual report.

Cost auditor

Section 148 of the Companies Act, 2013 pertaining to audit of cost records is applicable to the Company. Based on the recommendation of the Audit Committee, the board has appointed S Chandrasekaran, Practicing Cost Accountant (Membership No.4784) to audit the cost accounts of the Company for the financial year ended March 31, 2016 and ending March 31, 2017 on a remuneration of Rs. 5 Lakhs per year. As per the provisions of Section 148 of the Companies Act, 2013, the remuneration payable to the cost auditor is required to be ratified by the members. Accordingly, the remuneration payable to S Chandrasekaran, Practicing Cost Accountant, cost auditors of the Company is placed for ratification by the shareholders.

Secretarial auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules there under, M.Damodaran (Membership No. 5837) of M.Damodaran & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit  of the Company for the FY 2015-16. The secretarial audit Report for FY 2015-16 is enclosed herewith as Annexure III to the Board's report. The secretarial audit Report does not contain any qualification, reservation or adverse remark.

The board has appointed M. Damodaran of M. Damodaran & Associates, Practicing Company Secretaries, as secretarial auditor of the Company for the FY 2016-17.

ODI in Subsidiaries, joint ventures and associate companies

WABAG, over the years has expanded its global reach through Overseas Direct Investments (ODI), either through subsidiaries, joint venture or associate companies. As of March 2016, the aggregate financial investments in such ODIs amount to Rs. 1,192.20 Crore. Out of such overseas investments, a very substantial component of investment comprises of guarantees or non-funded exposure for various projects, which as of March 2016 amounted to Rs. 1,149.18 Crore (96.40% of total financial exposure). The funded exposure of the Company in ODI for the same period consists of equity Rs. 29.50 Crore (2.47% of total financial exposure) and loans Rs. 13.52 Crore (1.13% of total financial exposure).

The Company has immensely benefited from these ODI, as its standalone revenue from overseas operations as of March 2016 amounted to Rs. 538 Crore, while consolidated overseas revenue less inter-segment revenue amounted to Rs. 1,039 Crore out of its consolidated revenue of Rs. 2,542 Crore. In all, during the financial year 2015-16, the aggregate revenue from ODI is Rs.1,577 Crore (i.e. Rs. 538 crore + Rs. 1,039 crore), which accounted for about 62 % of the consolidated revenue of Rs. 2,542 crore, considering its relative meager financial exposure to ODI as stated above.

The consolidated financial statements of the Company and all its subsidiaries which form part of the annual report have been prepared in accordance with Section 129(3) of the Companies Act, 2013 and regulation 33 of SEBI LODR. Further, a statement containing the salient features of the financial statement of our subsidiaries, joint ventures and associates in the prescribed format AOC-1 is enclosed herewith as Annexure IV to the Board's report. The statement also provides the details of performance and financial position of each of the subsidiaries, joint ventures and associates.

During the year, WABAG MUHIBBAH JV SDN, BHD was incorporated in MALAYSIA as a subsidiary to carry out the RAPID Project. WABAG BELHASA JV WLL was incorporated in BAHRAIN as a subsidiary to carry out AMAS Project. VA TECH WABAG EGYPT LIMITED, EGYPT ceases to be a step down subsidiary of the Company since the Company was liquidated in the month of February 2016. Your Company had 21 subsidiaries as on March 31, 2016. BEIJING VA TECH

WABAG WATER TREATMENT TECHNOLOGY CO. LTD ceases to be a step down subsidiary of the Company since the Company was liquidated in the month of April 2016. There has been no change in the nature of business of the subsidiaries during the year. During the year, the board of directors reviewed the affairs of the subsidiary Companies. Details of major subsidiaries of the Company and their business operations during the year under review are covered in the management's discussion and analysis report.

In accordance with Section 136 of the Companies Act, 2013 the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on our Company's website www.wabag.com These documents will also be available for inspection during business hours at our registered office in Chennai, India.

Corporate social responsibility

As per the provisions of the Companies Act, 2013 all Companies having a net worth of Rs. 500 Crore or more, or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the board of directors comprising three or more directors, atleast one of whom should be an independent director. All such Companies are required to spend atleast 2% of the average net profits of their three immediately preceding financial years on CSR-related activities. Accordingly, the Company was required to spend Rs. 2.50 Crore towards CSR activities during the year. The Company spent Rs. 96.54 Lakhs during the FY 2015-16 towards various CSR initiatives. Further a capital commitment of Rs. 97 Lakhs was made in the month of March 2016 towards CSR program implementation on watershed development in partnership with NABARD. The implementing agency is National Agro Foundation, founded by late C Subramanian. Since the roll out of CSR program effective April 2014, the Company has been making a slow and steady progress. The CSR Committee has laid emphasis on outcome & impact than merely on expenditure being met during the year. Secondly, the Committee took extra time & caution in selecting the right

NGO's as well as focused on projects in our area of expertise that is, water and waste water.

During FY 2015-16, we completed three projects - (1) Augmentation of water resources; (2) Sewage treatment plant for Cancer Institute, Adyar, Chennai and (3) Drinking water filtration solution and sanitation for the Govt. High School, Kodungaiyur, Chennai. One of the project identified i.e. Capacity Building for wetlands management could not be completed on account of apprehension by the intended participants and largely due to Chennai floods. This project is being implemented by an external agency - Care Earth Trust which has sought extension of time till September 2016.

Your Company's CSR Committee comprises Revathi Kasturi (Chairperson), Rajiv Mittal and S Varadarajan. The Committee is responsible for formulating and monitoring the CSR policy of the Company.

The annual report on our CSR activities is enclosed herewith as Annexure V to the Board's report.

Deposits

Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as of the Balance Sheet date.

Particulars of loans, guarantees or investments

Details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 form part of the notes to the financial statements.

Internal financial control and its adequacy

The board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

Risk management policy

Details on the Company's risk management framework, risk identification, risk evaluation, mitigation measures and monitoring mechanism forms part of the management's discussion and analysis section of this annual report.

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act 2013, in the prescribed Form AOC - 2, is enclosed herewith as Annexure VI to the Board's report.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Extract of annual return

In accordance with section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is enclosed herewith as Annexure VII to the Board's report

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure VIII to the Board's report.

Sustainability initiatives

Your Company is in the space of providing solutions in the realm of water and waste water treatment. Sustainability runs through the Company in all its operations and functions. Your Company continuously focuses on solutions which have low carbon footprint and that are sustainable. Globally, your Company is actively involved in providing solutions that are eco-friendly and renewable in nature. Your Company's contribution towards sustainability is continuous in nature as is reflected throughout this report and forms an integral part of our business.

Acknowledgments

We place on record our appreciation for the committed services from every member of the WABAG family globally. We thank our customers, vendors, investors, banks, various financial institutions, government/regulatory authorities and members for their continued assistance and cooperation received during the year.

For and on behalf of the Board of Directors

B D Narang

Chairman

Rajiv Mittal

Managing Director & Group CEO

Place : Bucharest, Romania

Date : May 26, 2016