AFFLUENCE

DIRECTORS' REPORT

To,       

The Members of,      

Antony Waste Handling Cell Private Limited

The Directors have pleasure in presenting the Annual Report of Antony Waste Handling Cell Private Limited ("the Company") for the financial year ended 31stMarch, 2017.

1.  Financial Highlights

The Company has reported total income of Rs.59,23,22,556/- for the current year as compared to Rs.43,14,11,657/- in previous year. The Net Profit for the year under review amounted to Rs.13,46,02,172/- in the current year as compared to Rs.(1,12,56,396)/- in the previous year.

2.  Material Changes and Commitment if any affecting the Financial Position of the Company occurred between the end of the Financial Year to which this Financial Statement relate:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

3.  Subsidiaries companies and their audited accounts:

The Company has six subsidiaries as on 31stMarch, 2017:

1. AG Enviro Infra Projects Private Limited,

2. Antony Lara Enviro Solutions Private Limited,

3. KL Envitech Private Limited,

4. Antony Infrastructure and Waste Management Services Private Limited,

5. Antony Revive E-Waste Private Limited

6. By virtue of shareholders agreement, AWHCPL is entitled to 80% of the profits, losses, assets and liabilities; accordingly, Mazaya Waste Management LLC has been consolidated as a subsidiary. There has been no material change in the nature of the business of the subsidiary.

As required under Section 129 (3) of the Companies Act, 2013, the audited statement of accounts of AG Enviro Infra Projects Private Limited, Antony Lara Enviro Solutions Private Limited, KL Envitech Private Limited, Antony Infrastructure and Waste Management Services Private Limited, Antony Revive E-Waste Private Limited together with Reports of their Directors and Auditors and the unaudited accounts of Mazaya Waste Management LLC for the year ended 31stMarch, 2017 are attached.

4.  Dividend

During the financial year 2016-17, your Company declared and paid a Preference dividend to Series A Preference Shareholders of Rs. 2,70,94,295/- on 11thJuly, 2016 andRs. 2,70,94,295/- on1stMarch, 2017.

In order to conserve the resources your directors do not recommend declaration of any final dividend for the financial year 2016-17.

5.  Transfer to Reserves

The Company has not transferred any amount to the General Reserve for the financial year 2016-17.

6.  Public Deposits

The Company has not accepted any deposits under section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year ended 31stMarch, 2017.

7.  Insurance

The Company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and as required under the various legislative enactments.

8.  Conservation of Energy, Research and Development, Technology Absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

Requirement under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy and technology absorption the Company always keeps itself updated with technological innovations by establishing Joint Ventures and hiring experienced consultants.

During the period under review, the foreign exchange earnings and out-go were as under:

(i) Foreign Exchange earnings -  NIL

(ii)Foreign Exchange spent      -  Rs. 204,43,500/-

9.  Particulars of Employees

The Company has no employees falling under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

10.  Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 the extract of the annual return in Form MGT-9 is enclosed inAnnexure "A".

11.  Directors and Key Managerial Personnel

Following changes took place during the reporting period:

1.  Mr. Sachin Rohit Shiam Mistry ceased to be director of the Company w.e.f 25thJanuary, 2017.

2.  Mr. Jonathan Mark Lowry was appointed as an additional director of the Company w.e.f 25thJanuary, 2017.

3.  Mr. Namdev Dhondu Apange ceased to be Company Secretary of the Company w.e.f 20thJuly, 2016.

4. Mr. Asish Narayan was appointed as Company Secretary of the Company w.e.f 2ndSeptember, 2016.

5. Mr. Asish Narayan ceased to be Company Secretary of the Company w.e.f 18thDecember, 2016.

12.  Number of Board Meetings

During the year ended 31stMarch, 2017, elven Board Meetings were held. The Company held a minimum of one board meeting in every quarter with a gap not exceeding 120 days between two board meetings. All the meetings are conducted as per designed and structured agenda. All agenda items are backed by necessary supporting information and documents to enable the board to take informed decisions. Adequate notice is given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda are sent in advance.

13.  Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

(i) that in the preparation of the annual financial statements for the year ended 31stMarch, 2017, the applicable accounting standards have been followed;

(ii) that appropriate accounting policies have been selected and applied consistently, and have 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 as at 31stMarch, 2017 and of the profit of the Company for financial year ended 31stMarch, 2017;

(iii)  that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the annual accounts have been prepared on a 'going concern' basis.  

(v) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

14.  Changes in Share Capital

There is no change in shareholding pattern of the Company. The paid-up capital of the Company is Rs.1,38,51,70,197.38/-.

15.  Related party transactions

The particulars of transactions with related parties made pursuant to Section 188 of the Companies Act, 2013 is attached in Form AOC-2 inAnnexure "B".

16.  Particulars of investments, loans and guarantees under Section 186

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

17.  Internal Control Systems and their Adequacy

Adequate internal control, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. Your Company has appointed an external professional agency M/s. R. C. Jain and Associate LLP, Chartered Accountant, to conduct the internal audit.

The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition.

Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

18.  Transfer of Amounts to Investor Education and Protection Fund

During the year under review there was no amount due and outstanding to be credited to Investor Education and Protection Fund pursuant to Section 125(2) of the Companies Act, 2013.

19.  Auditors

Deloitte Haskins and Sells LLP, Chartered Accountants, Mumbai (Firm Registration No. 117366W/W-100018) was appointed at the Annual General Meeting (''AGM'') of the Company held on 30th September, 2015, as the Statutory Auditors of the Company for a period of two years commencing from the conclusion of the AGM of the Company held on 30th September, 2015, till the conclusion of the AGM of the Company to be held in the year 2017.

Section 139 (2) of the Act read with the Companies (Audit and Auditors) Rules, 2014 provides that the Company falls under Section 139 (2) of the said Act shall appoint or re-appoint an audit firm as Auditor for more than two terms of five consecutive years.

Deloitte Haskins and Sells LLP was appointed as statutory auditor of the Company from 1stApril, 2007 till 31stMarch, 2017.

In line with above requirement of the Act, Deloitte Haskins and Sells LLP have completed their tenure of two terms of five consecutive years and will, therefore, not be eligible to seek re-appointment as the Statutory Auditors of the Company at the AGM.

The Board of Directors of the Company has approved the proposal for appointment of M/s. Walker Chandiok and Co LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013), Mumbai, as Statutory Auditor of the Company to hold the office from the conclusion of this Annual General Meeting until the conclusion of the Annual General Meeting for the year ending 31stMarch, 2022, subject to ratification by the Members at every AGM, if so required under the Act.

M/s. Walker Chandiok and Co LLP is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India.

M/s. Walker Chandiok and Co LLP have in compliance with the provisions of Section 139(1) and Section 141 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, given their written consent along with a certificate that their appointment, is in accordance with the limits, conditions and criteria as specified in Section 141 of the Act.

20.  Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors in their Reports

Your directors are pleased to provide the explanation in respect of the points raised and qualified by the auditors in their audit report as presented to the shareholders. The explanations to the points enumerated in the audit report are as follows:

Note No. 32 regarding Receivables of the Company aggregating Rs. 285,061,242/- (previous year Rs. 285,061,242/-) (net of provisions and recoveries till date) which are outstanding for a long time, considered by management as good of recovery as at the year-end, as explained in the note. We are unable to comment on the recoverability or otherwise of the said amounts. This matter was also qualified in our report on the standalone financial statements for the year ended 31 March 2016.

Note No. 33 regarding sale of certain commercial vehicles and other assets (aggregate Gross value Rs. 221,635,651/-; Net written down value Rs. 117,832,135/-) in the financial year 2013-14 which were identified as unfit for future operational purposes and were accordingly scrapped and sold during the financial year 2013-14 resulting in a loss aggregating Rs. 100,968,402/- without obtaining documents required for cancellation of registration of the vehicles and other related permission required from the Regional Transport authorities, as explained in the note. The company has however initiated the process by making an application to the RTO for cancellation of registration for some of the vehicles and expects to complete the entire process by the end of the subsequent year. In absence of adequate supporting documentation as stated above, we are unable to comment on the said transaction and the impact on the assets and reserves and surplus consequent thereto. This matter was qualified in our report on the standalone financial statements for the year ended 31 March 2016.

21.  Corporate Social Responsibility

The Company is required to constitute a Corporate Social Responsibility Committee as it falls within purview of Section 135(1) of the Companies Act, 2013 and hence is required to formulate policy on Corporate Social Responsibility.

During the reporting period, the Company average net profit/loss (for last 3 preceding year) as per the calculation specified in Section 135(5) of the Companies Act, 2013 is negative due to accumulated losses in preceding year, hence the Company had not spend in CSR activities for the current financial year.

Further, the Company shall take initiative that may be considered in future and will endeavor to spend on CSR activities in accordance with the prescribed limits.

22.  Risk management policy of the Company

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

23.  Health, Safety and Environment

The company policy on health, safety and environment aims at healthy, safe and productive work environment, by providing continuous training and adopting the best of safety practices and monitoring the stated practices. All employees direct or indirect are trained in technical skills like, handling of chemicals, first aid, firefighting etc. Mock drills with an envisaged scenario are conducted at all sites to keep the work force alert, ready and trained to handle all emergencies.

24.  Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

During the reporting period, the Company has not received any complaints of sexual harassment.

25.  General Disclosures

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

26.  Acknowledgement

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all shareholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors are happy to place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on Behalf of the

Board of Directors

Antony Waste Handling Cell Private Limited

Jose Jacob Kallarakkal     Shiju Jacob Kallarakkal

Managing Director     Director

DIN:00549994       DIN: 00122525

Place: Thane

Date: 30thSeptember, 2017

The Company has reported total income of Rs.59,23,22,556/- for the current year as compared to Rs.43,14,11,657/- in previous year. The Net Profit for the year under review amounted to Rs.13,46,02,172/- in the current year as compared to Rs.(1,12,56,396)/- in the previous year.

8. Conservation of Energy, Research and Development, Technology Absorption and foreign exchange earnings & outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 Requirement under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy and technology absorption the Company always keeps itself updated with technological innovations by establishing Joint Ventures and hiring experienced consultants. During the period under review, the foreign exchange earnings and out-go were as under: (i) Foreign Exchange earnings - NIL (ii) Foreign Exchange spent - Rs. 204,43,500/-

Requirement under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy and technology absorption the Company always keeps itself updated with technological innovations by establishing Joint Ventures and hiring experienced consultants. During the period under review, the foreign exchange earnings and out-go were as under: (i) Foreign Exchange earnings - NIL (ii) Foreign Exchange spent - Rs. 204,43,500/-

During the period under review, the foreign exchange earnings and out-go were as under During the period under review, the foreign exchange earnings and out-go were as under: (i) Foreign Exchange earnings - NIL (ii) Foreign Exchange spent - Rs. 204,43,500/-

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013 (i) that in the preparation of the annual financial statements for the year ended 31st March, 2017, the applicable accounting standards have been followed;(ii) that appropriate accounting policies have been selected and applied consistently, and have 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 as at 31st March, 2017 and of the profit of the Company for financial year ended 31st March, 2017; (iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) that the annual accounts have been prepared on a 'going concern' basis. (v) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.