2

3

ANNUAL REPORT

2014 - 2015

4

Dr. Vivek Mansingh

Independent Director

Chairman of the Company

& CSR

Mr. Srinath Batni

Independent Director

Chairman Nomination &

Remuneration Committee

Mr. Pradeep Dadlani

Independent Director

Chairman Stakeholders

Relationship Committee

Mrs. Vimmi M Trehan

Independent Director

Mr. Amit Gupta

Non-Executive Director

Mr. Rohitasava Chand

Non-Executive Director

Mr. Valmeekanathan S.

Executive Director, CEO

Mr. Kailash M. Rustagi

Independent Director

Chairman Audit Committee

Mr. Kedarnath Choudhury

Non-Executive Director

BOARD OF DIRECTORS

5

KEY MANAGEMENT PERSONNEL

Ms. Shweta Agrawal

Company Secretary &

Compliance Officer

Mr. Valmeekanathan S.

Chief Executive Officer &

Director

Mr. Kaushik Sarkar

Chief Financial Officer

REGISTERED OFFICE

AXISCADES Engineering

Technologies Limited

A-264, Second Floor,

Defence Colony,

New Delhi-110024

BANKERS

Yes Bank Ltd.

Prestige Obelisk,

Kasturba Road,

Bengaluru-560001

OFFICE FOR CORRESPONDENCE

For Company Secretary

D-30, Sector-3,

Noida-201301

For CFO

Kirloskar Business Park, Block C, 2nd Floor, Hebbal,

Bengaluru-560024

COMPANY SECRETARY & COMPLIANCE OFFICER

Ms. Shweta Agrawal

AUDITORS

Walker Chandiok & Co LLP

(Formerly Walker Chandiok & Co)

16/I, Cambridge Road, Ulsoor,

Bengaluru- 560008

CORPORATE INFORMATION:

6

NOTICE OF 25th ANNUAL GENERAL MEETING

Date: September 7, 2015

Venue: Air Force Auditorium, Subroto Park, New Delhi-110010

Time: 10.30 a.m.

Proxy form and Attendance Slip are dispatched along with the Annual Report

Route Map of venue of AGM of AXISCADES Engineering Technologies Ltd. to be held on Monday, 7th September,

2015 at 10.30 am at Air Force Auditorium.

Route Map to Venue of AGM

7

Content

Chairman’s Message

Business Profile

Board’s Report

Management Discussion & Analysis

Corporate Governance Report

CEO and CFO Certification

Standalone Financial Statements

Consolidated Financial Statements

Notice of 25th Annual General Meeting

1.

2.

3.

4.

5.

6.

7.

8.

9.

8

10

16

47

54

76

77

106

133

8

Dear Stakeholders,

2014-15 was a new beginning for your Company. With

the new name ‘AXISCADES Engineering Technologies

Limited’, in essence a uniform brand has been created

that brings together two existing engineering companies

– Axis IT&T and Cades Digitech. Both these companies

had strong established credentials built over a couple of

decades with their own business models, core engineering

competencies, good market brsence and strong client

engagements.

The first stage of the business transformation was

about integrating these two entities into one cohesive

organisation with uniform processes and systems. This

exercise was about identifying best practices and putting

them together while re-engineering the organisation

to meet the requirements of the future. This is being

supplemented with continuous improvement initiatives to

instil operational efficiency as a key characteristic of the

DNA of the organisation. In addition, we are driving to

further utilise the complementary geography and industry

focus of the two entities and leveraging their respective

organisational strengths to scale up operations. The

integrated organisation now has consistency in terms of

provision of value for customers and ‘go to market’ strategy.

In the brsent global scenario, for an engineering

services company based out of India, like us, the market

opportunities are immense. There are several estimates

that give a sense of the numbers. The latest report by

NASSCOM titled ‘Global ER&D: Reaching the Inflection

Point’, released on 26 May 2015, suggests that the annual

spending on Engineering and Research and Development

(E&RD) will increase to around US$1.7 trillion. Out of

this spend, with a growth of around 7% per annum, the

offshore E&RD market is estimated to become US$ 100-

110 billion by 2020, where India’s share is expected to rise

to around 32%. So, for companies like AXISCADES, the

addressable market size for outsourcing of engineering

services will be around US$ 32-35 billion by 2020 and is

estimated today to be around US$17 billion. For me, these

numbers are just indicative of the potential of the industry.

Different agencies adopting alternate estimation models

may come up with other forecasts or estimates, but the

important thing is that the result will still suggest a large

opportunity.

Having been at the helm of some of the world largest

technology driven enterprises, one thing I can vouch for

is the need that global companies have of constantly

innovating and developing new products and services to

remain competitive and drive growth, even when market

conditions are not good. It is a well-known fact that

companies react most in terms of improving operational

efficiencies when demand conditions are challenging

and financial performance is under stress. In this light,

the recent global economic slowdown has prompted

Chairman’s Message

Dr. Vivek Mansingh

9

companies to re-examine the way they do their E&RD

spends. What is widely evident is that many companies

are continuously improving their E&RD operations and

are increasingly considering offshoring of most of their

engineering activities. Thus, the opportunity for offshoring

engineering services is increasing.

At this juncture, let me take a step back and look at where

AXISCADES stands today as a Company.

To begin with, let us look at the financial performance in

2014-15.

As a consolidated entity, total income has grown by 3%

to Rs.3,192.4 million. However, in terms of both profits

and cash flows there have been significant improvements.

With EBIDTA margin as a ratio to revenue increasing

from 10.2% in 2013-14 to 13.6% in 2014-15, EBIDTA, in

absolute terms, increased by 37.2% to Rs.434.7 million

in 2014-15. This improvement in profitability is particularly

imbrssive because it has been achieved at a time when

the Company’s fixed costs, particularly employee costs,

have actually increased with growing levels of hiring.

This growth in profitability is primarily due to two factors.

First, the increased share of offshore servicing compared

to onsite service delivery, increased the share of more

cost effective operations. Second, with development in

internal capabilities, a sizable portion of the services were

executed in-house at the cost of external contractors. Inhouse

service delivery is more cost effective. So on the

ground, in terms of operations, we have taken a small

albeit strategically correct step forward. The other positive

has been the improvements in cash management - cash

flow from operations increased by 89.1% to Rs.309.4

million in 2014-15.

Internally, we are making the structural changes necessary

to meet our goals. The sales team has been strengthened

and transformed from a Business Unit (BU) wise structure

to an integrated organisation including three layers –

sales, delivery and practice. This is bringing greater focus

for the respective functions of sales and delivery. With the

added thrust on sales, not only has the Company secured

5 new customers during 2014-15 but is also in advanced

stage of discussions to secure some new deals for starting

dedicated offshore development centres for a large

industrial products company and in renewables energy.

In terms of human resource we have strengthened our

team. At the leadership level, we have brought in senior

professionals who have strong backgrounds of working in

some of the world’s leading technology companies.

In addition, corporate governance structures are being

strengthened. Today, it is around a year that I have taken

fiduciary responsibilities for all shareholders as a nonexecutive

Chairman of the Board of Directors. In this period,

the Board has been further strengthened with the inclusion

of certain eminent people. In line with the regulatory

requirement, we have appointed a lady independent

Director. Clearly, the Company will be supervised by an

independent and proactive Board of Directors.

We are primarily an engineering company and will chart out

our growth path maintaining this inherent characteristic. We

have been servicing three verticals – Aerospace, Heavy

engineering, Automobile and Industrial products and are

strengthening our capabilities in these activities without

over diversifying brmaturely. It is important to apbrciate

that engineering is not just a technology play. It is about

domain understanding, which is very important to support

the specific needs of a customer in a given industry. There

is a strong barrier to entry in this business and engagement

structures are very critical. If we can move successfully

today, the opportunity is long term because some of our

products have life spans, which can stretch even over 3

decades.

There is immense scope in sbrading across more

industries and expanding beyond our core engineering

capability, which is mechanical and electrical, to other

domains like electronics etc. While we are committed

to move in this direction, we will tread cautiously. Our

initial focus is on further strengthening the abilities in our

established domains to provide solutions to customers’

problems and establish a step in the direction of becoming

engineering partners who can co-create products.

In 2014-15, we have created the platform for launching into

a strong growth path for AXISCADES. The opportunities

are massive but we acknowledge that competition is also

stiff. We will move forward in a well calibrated manner

where growth is achieved by best managing risks. It is as

much about identifying opportunities and developing long

term customer relations, as it is about putting the right

people, processes and systems in place that will create an

efficient, scalable and agile enterprise.

While we focus on value creation for our shareholders,

we also aspire to become a good corporate citizen and

are driven by the principle of giving back to society. During

2014-15, we have created the framework for a structured

Corporate Social Responsibility (CSR) initiative through a

formal CSR policy. The core focus is on supporting social

and economic inclusion and environment sustainability.

We have identified partners and started executing projects

from May 2015. We will continue to strengthen this activity.

I would like to take this opportunity to thank all our

stakeholders including the shareholders, partners,

vendors, customers and creditors for their support. A

special mention is due for all the employees whose tireless

efforts is what is shaping the ability of the Company to

deliver long term sustainable value. The opportunities are

immense and ‘we have miles to go before we sleep’.

Look forward to all your faith and belief in our vision as we

set sail for the next stage of our development path.

Dr. Vivek Mansingh.

10

2013

Total Market Size: US$ 63 Billion

2020

Total Market Size: US$110 Billion

CAGR 7%

Global Engineering Services

A Sea Of Opportunity For India

Global Engineering and R&D Offshoring Market Indian offshore E&RD

opportunity to grow

because:

Higher propensity to offshore

seen across sectors to gain

cost advantages

India’s share expected

to grow because of cost

advantages and large talent

pool

Localisation of products

driving large E&RD to India

– Closer to end customer

* Note: Market projections are based on report by NASSCOM titled ‘Global ER&D: Reaching the Inflection Point’, released on 26 May 2015

11

- Digital Engineering Hub

- Hardware Capabilities

- Deployable Technical Talent

- Acquisitions and expert hiring

- Evolved Value Proposition

- Globally recognised accreditations

- Global Footprint and Strategic Partnership

- Investor Friendly Policies

- Government funded research programmes

- Industry academia collaborations

Call to Action for India E&RD

Industry Growth (2020)

Capability

Development

Positioning:

Enhanced Profile

Attractive

Business

Environment

Domestic E&RD Spends is also

growing with GDP growth

Global E&RD Spends: US$1.7 Trillion

Addressable Outsourcing:

US$ 110 Bn

India’s Share:

US$ 38 Bn

12

Building

the

runway

Poised

to take-off

Vision:

To be a globally-admired provider of innovative Engineering

solutions, in a Complex, Futuristic World.

Mission:

A global organization partnering the eco-system in

developing inspired engineering solutions at every stage

of the business’ life-cycle through expertise in evolving

technologies, best-in-class talent pool and proprietary

processes – AXCELERATE.

13

Was about Laying the Foundation for Next

Round of Accelerated growth and positioning the

Company to best leverage the opportunities in

the global engineering services market

2014-15

AXISCADES:Unified

brand providing technology

solutions provider, catering

to the futuristic needs

of Aerospace, Heavy

Engineering, Automotive

and Industrial Production

sectors.

Axis-IT&T: engineering

services provider, whose

long term customer is

one of the world’s largest

heavy machinery and

earthmoving company

Cades: engineering

services provier having

long term association

with one of the world’s

largest aerospace

player

Integrated Brand

Independent Board

New Leadership

Rearchitecturing

In March 14, formaly merged Axis-IT&T and Cades and

successfully integrated the organisations to form AXISCADES

-

-

-

--

-

--

Reconstituted the Board with healthy mix of independent

Directors and executives

Appointed a non-executive, independent Chairman

Appointed new CEO, CFO, Head of Engineering & Head of Sales

All of them have strong industry background from large

corporations

Shifted from BU structure to a more sector agnostic set up

including sales, delivery and practice teams

Grew sales team to put more feet on the street

Focus on servicing across product life cycle and partnerships

14

Efficient, Scalable

and Agile

Moulding The Organisation To Be

15

BUILDING ON A

STRONG MARQUEE

CUSTOMER BASE:

BUILDING ON CORE

ENGINEERING

COMPETENCIES:

In an industry where entry is difficult, AXISCADES has

done business with 62 customers across the world, most

of whom are renowned marquee brands. There is scope to

increase services to this base and also to leverage existing

credentials to break into new customers.

The Company is a core engineering service provider with

over 2 decades of experience having primary focus on

mechanical engineering and some electrical engineering

for aerospace, heavy engineering and auto. Going forward

it will on one hand move to other engineering domains and

wider industry application.

Around 1,500 FTEs are working on engineering solutions across life cycle of

product, starting from product design, system engineering, manufacturing to

product support in 14 locations with 10 offshore design centres

Engaged with one of the

world’s largest OEMs

with exclusive ODC

20 plus customers

serviced till date

Extensive experience

in structures, aircraft

interiors, MSI and ESI,

electrical harness,

manufacturing

engineering and

in-service support

Expertise in structures,

interiors, harness,

hydraulics, value analysis/

vale engineering

Nearly 3 decades

experience in supporting

engines and machines

development

Rich experince in

desing, analyis,

simulation and

manufactruing support

Experience on cars,

SUVs, Trucks and other

commercial vehicles

Aerospace

Aerospace

Heavy Engineering

Heavy Engineering

Automative and

Industrial Products

Automative and

Industrial Products

Engaged with

major global Heavy

engineering player with

exclusive ODCs around

the world

16 plus customers

services till date

Engaged with one of the

world’s most high value

OEM producers and Tier

one suppliers

Partnering a wind major

-

-

- -

-

-

-

-

-

-

-

16

Performance Review

The Company continued to be engineering partners

to clients in aerospace, heavy engineering, industrial

products and auto industry, and recorded growth both in

terms of revenues and profitability. The improved earnings

reflect focus on efficiency in operation in FY 2015 enabling

the company to invest for growth. The Company continued

to invest in building a strong leadership team, a larger

and more focused sales team and new recruitments

of subject matter experts from industry to scale up the

practice line. These investments together with focus on

delivering customer value has laid down a solid platform

for accelerated growth in the future.

Your Directors have pleasure in brsenting the 25th Annual Report, together with the Audited Accounts of the Company,

for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

Financial Highlights – Standalone

Total Income increased by 3.5% to Rs.1, 895.7 million in

2014-15. EBIDTA increased by 44.2% to Rs.305.3 million in

2014-15. Profit before tax and exceptional items increased

by 88.9% to Rs.201.8 million in 2014-15. Net Profit after

tax increased by 38% to Rs.113.2 million in 2014-15.

Financial Highlights – Consolidated

Total Income increased by 3% to Rs.3,192.4 million in

2014-15. EBIDTA increased by 37.2% to Rs.434.7 million in

2014-15. Profit before tax and exceptional items increased

Board’s Report

(` Million)

Particulars

Standalone Consolidated

2014-15 2013-14 2014-15 2013-14

Total income 1,895.71 1,831.31 3,192.43 3,098.89

Total expenditure (before interest & debrciation) 1,590.45 1,619.63 2,757.70 2,782.14

Earnings before interest, debrciation, amortization

and extra-ordinary items

305.26 211.69 434.73 316.76

Interest & finance charges 23.03 34.44 23.53 36.08

Debrciation & amortization 80.44 70.40 93.35 81.63

Earnings before Tax and Exceptional Items 201.80 106.84 317.84 199.05

Exceptional items 29.71 3.50 29.71 3.50

Profit before Tax (PBT) 172.09 103.34 288.14 195.55

Provision for Tax – Current & Deferred 58.85 21.31 90.06 35.76

Net Profit after Tax (PAT) 113.24 82.03 198.07 159.78

Minority Interest 0.00 0.00 3.96 17.70

Profit for the period 113.24 82.03 194.11 142.08

17

by 59.7% to Rs.317.8 million in 2014-15. Net Profit after

tax increased by 24% to Rs.198 million in 2014-15.

Dividend

Considering need for conservation of funds for catering to

the immediate growth plans of the company, your Directors

consider it expedient to pass over dividend for 2014-15.

Particulars Of Loans, Guarantees Or

Investments

The company has not made any loan or provided any

guarantee or made investments during the financial year

falling within the purview of Section 186 of Companies

Act, 2013.The position of all the loans/guarantees and

Investments held or outstanding as on March 31, 2015

are furnished in the financial statements.

Public Deposits

The Company has not accepted/renewed any public

deposits and as such no amount on account of principal

or interest on public deposits under Section 73 of the

Companies Act, 2013, read with Companies (Acceptance

of Deposits) Rules, 2014 was outstanding as on the date

of the Balance Sheet.

Issue And Listing Of Shares

The company’s shares are listed on BSE Limited (BSE)

and National Stock Exchange Limited (NSE). Stock

performance and stock data are furnished in the section

on Corporate Governance

Pursuant to the Scheme of Arrangement for merger of

CADES Digitech sanctioned by the Hon’ble High courts of

Karnataka and Delhi, 72,29,112 equity shares have been

issued and allotted to the shareholders of amalgamating

company and the shares have been duly listed on the

stock exchanges. The issued and paid up capital of the

company stands increased to that extent.

Particulars Of Contracts Or Arrangements

With Related Parties

The particulars of contracts or arrangements with related

parties referred to in section 188(1) of the Companies

Act, 2013 are furnished in the brscribed form AOC-2 as

Annexure I to this Report. All transactions with the related

parties during the financial year were in the ordinary course

of business and at arm’s length basis. The company has

taken necessary approvals of Audit Committee & the

Board, as applicable to a transaction.

The Company has not entered into any transaction

with related parties which can be considered material

in accordance of with the policy of the Company on

material related party transactions formulated as per

the requirements of Listing Agreement. The Policy on

materiality and dealing with related party transactions

formulated and approved by the Board is posted on

the website of the Company and is accessible at www.

axiscades.com

Material Changes And Commitments

There were no material changes and commitments

affecting the financial position of the Company occurred

between the financial year end and the date of this report.

Management Discussion And Analysis

A detailed chapter on Management Discussion and

Analysis highlighting the Company’s strategy, business

environment, operations, performance, risks and outlooks

is provided separately in this Annual Report.

2. BUSINESS STRUCTURE

Subsidiaries, Joint Ventures And Associate

Companies

The Company has following the following subsidiaries:

Overseas Subsidiaries

Indian Subsidiary

Sl. No Name of the subsidiary Location/Country

1 Axis Inc. Peoria, Illinois USA

2 Axis EU Europe Ltd. Leicestershire, UK

3 Cades Technology Canada

Inc.

Montreal, Quebec,

Canada

4 Axis Mechanical

Engineering Design (Wuxi)

Co Ltd

Wuxi City, China

Sl. No Name of the subsidiary Location/Country

1 Cades Studec Technologies

(India) Private Limited

Bengaluru, India

18

All foreign subsidiaries are wholly owned by the Company

and in Indian subsidiary, the Company holds 76% equity.

The company does not have any joint venture or associate

company.

A report on the performance and financial position of each

of the subsidiaries as per rule 8(1) of Companies (Accounts

) Rules 2014 is furnished under the statement containing

salient features of financial statements of subsidiaries in

AOC-1 is attached to this Report as Annexure II, pursuant

to Section 129(3) of Companies Act, 2013.

In accordance with the provisions of Section 136 of the

Companies Act, 2013, the audited financial statements

of subsidiaries have been placed on the Company’s

website at www.axiscades.com. The copies of these

documents will be sent if requested by any shareholder

of the Company/ subsidiary interested in obtaining the

same. These documents will also be made available for

inspection at the Registered Office of the Company during

business hours on working days.

Consolidated Financial Statements

Pursuant to the provisions of Section 129(3) of Companies

Act 2013 read with Accounting Standards (AS) 21, 23 and

27, the audited Consolidated Financial Statements are

furnished in the Annual Report.

Change Of Name Of The Company

The name of the Company was changed to AXISCADES

Engineering Technologies Limited from Axis-IT&T Limited

with effect from August 1, 2014 with necessary statutory

approvals

3. ORGANIZATION DEVELOPMENT

Board Of Directors

Retirements and Reappointments

Mr. Valmeekanathan S. and Mr. Rohitasava Chand,

Directors will retire by rotation at the ensuing Annual

General Meeting, and being eligible, offer themselves for

re-appointment.

The Directors recommend their re-appointment at the

ensuing Annual General Meeting.

All the Independent Directors were appointed by the

shareholders either at the brvious annual general

meeting or by Postal Ballot pursuant to Section 149(10)

of Companies Act 2013, and no independent director is

liable to retire at the ensuing AGM.

Induction & cessation of Directors and KMP

Sl No Name of the Director Category Date of

Appointment

Date of

Approval by

Shareholder

Date of

Resignation

1 Dr. Vivek Mansingh Independent 23.06.2014 09.09.2014 NA

2. Mr. Valmeekanathan S. Director & CEO

(KMP)

25.02.2014 09.09.2014 NA

3 Mr. Srinath Batni Independent 08.08.2014 09.09.2014 NA

4 Mr. Kaushik Sarkar CFO & Director

(KMP)

12.09.2014 12.01.2015 25.06.2015*

5 Mr. P Hemanth

Polavaram

Independent 29.01.2011 01.08.2011 15.11.2014

6 Mr. S. Ravinarayanan Non- Executive

Chairman

28.04.2008 18.09.2008 21.06.2014

7 Ms. Vimmi M. Trehan Independent 30.03.2015 19.05.2015 NA

8 Mr. Amit Gupta Non- Executive 12.09.2014 Proposed in

ensuing AGM

NA

9 Ms. Shweta Agarwal KMP – Company

Secretary

26.05.2014 NA NA

*Mr. Kaushik Sarkar is continuing as CFO w.e.f 25th June 2015.

19

Human Resources Development

The Company is committed to build an environment and

where employees are inspired to achieve excellence in

their area of functioning. The Human Resource Policy

of the Company is focused on attracting, building and

retaining best talents. In this direction, the Company

has taken several Human Resource initiatives and has

strengthened the in-house Human Resource Department.

Many continuous training and employee development

programs are put in place.

The manpower strength of the Company, on consolidated

basis stood at 1486 employees during the year end.

Particulars Of Employees

The information required pursuant to Section 197 (12)

of the Companies Act, 2013 read with Rule 5(1) of The

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is provided as Annexure III to this

Report.

The statement of particulars of employees pursuant to

Rule 5(2) of Companies (Appointment and Remuneration

of Managerial Personnel) Rules 2014 is attached as

Annexure IV to this Report.

4. CORPORATE GOVERNANCE

The report on Corporate Governance as required under

clause 49 of the Listing Agreement is attached and

forms part of this Report. A certificate from the Auditors

of the company as regards of compliance of conditions of

corporate governance is also appended to the report.

Meetings Of The Board

The Board of the Company met 9 (nine) times during

the year. The dates, attendance and other particulars of

the meetings are furnished in the Report on Corporate

Governance attached to this Report. The intervening gap

between any two meetings was within the limit brscribed

by the provisions of Companies Act, 2013.

Committees Of The Board

The Audit Committee consists of 5 members namely,

Mr. Kailash M. Rustagi, Mr. Pradeep Dadlani Mr. Srinath

Batni and Dr. Vivek Mansingh, Independent Directors

and Mr. Kedarnath Choudhury, Non-executive Director.

The Chairman of the Audit Committee is an Independent

Director.

All the recommendations made by the Audit Committee

during the year have been accepted by the Board.

The Company has also constituted Nomination and

Remuneration Committee, Stakeholders Relationship

Committee and Corporate Social Responsibility Committee

as required under the provisions of Companies Act, 2013

and also as required under Listing Agreements and the

composition, scope of their functions, responsibilities etc.

are given in the Corporate Governance Section, which

forms part of this Report.

Declaration From Independent Directors

The Company has received declarations from all

Independent Directors under Section 149(7) of the

Companies Act, 2013, to the effect that they meet the

criteria of independence as laid down in section 149(6)

of the Companies Act, 2013 and clause 49 of the Listing

Agreement. The terms and conditions of appointment of

Independent Directors are placed on the website of the

Company at www.axiscades.com

Performance Evaluation Of The Board,

Committees And Directors

Pursuant to the provisions of the Companies Act, 2013 and

the Listing Agreement with Stock Exchanges, the Board

on recommendation of the Nomination & Remuneration

Committee, has formulated a Policy containing, inter

alia, the criteria for evaluation of the performance of the

Board, its Committees and individual directors, including

independent directors, and the details have been furnished

in the section on Corporate Governance. The evaluation of

all the directors, Board as a whole and Committees thereof

is being conducted once a year, based on the criteria and

framework adopted in the policy.

Vigil Mechanism

The Vigil Mechanism of the Company which also

incorporates the Whistle blower policy provides a formal

mechanism to all Directors and employees to approach

the Chairman of the Audit Committee and make protective

disclosures about unethical behavior, actual or suspected

fraud or violation of the Company’s Code of Conduct or

ethics policy. The Whistle Blower Policy is an extension

of the Company Code of Conduct, which requires every

employee to promptly report to the Management any

actual or possible violation of the Code or an event he is

aware of, that could affect the business or reputation of

the Company. The disclosures reported are addressed in

the manner and within the time frames brscribed in the

Policy. No personnel of the Company were denied access

20

to the Chairman of the Audit Committee. The Whistle

blower policy which also describes the mechanism may be

accessed on the Company’s website at www.axiscades.

com.

Policy On Director’s Appointment And

Remuneration

The company’s policy on directors’ appointment

and remuneration including criteria for determining

qualifications, positive attributes, independence of a

director and the policy on remuneration of directors, key

managerial personnel and other employees formulated

pursuant Section 134(3) (e) and 178 (3) of the Companies

Act, 2013 are furnished in Annexure V.

Risk Management Policy

The Company has formulated and implemented a Risk

Management Policy which focuses on identification of

elements of risk, if any, which in the opinion of the Board,

may threaten the existence of the Company.

The Company has a risk identification and management

frame work appropriate to its size and the environment

under which it operates. The risk management process

involves identification and periodic assessment of potential

risks and their impact on the operations, profitability,

growth and continuity and focuses on risk elements related

competitive position in the key market segments, business

environment, statutory and regulatory changes, global

economy and business scenario, Currency exchange rate

fluctuations, resource constraints etc. and initiating timely

brventive as well as remedial actions.

Prudential norms aimed at limiting exposures are an

integral part of this framework. Reporting and control

mechanisms ensure timely information availability and

facilitates proactive risk management. These mechanisms

are designed to cascade down to the level of line managers

so that risk at the transactional level are identified and steps

are taken towards mitigation in a decentralized fashion.

Risks are being continuously monitored in relation to

business strategy, operations and transactions, statutory/

legal compliance, financial reporting, information

technology system etc. on inputs from both external and

internal sources like key incidents, Internal audit findings

etc.

The Board of Directors is responsible for monitoring risk

levels on various parameters and the senior management

group ensures implementation of mitigation measures,

if required. The audit committee provides the overall

direction on the risk management policies.

Prevention Of Sexual Harassment Of Women

At Workplace

In order to brvent sexual harassment of women at work

place your Company has adopted a Policy for brvention

of Sexual Harassment of Women at Workplace and

has proper mechanism to control the same which is

commensurate with the nature and size of the business of

the company. During the year 2014-15, no such complaints

were received.

5. DIRECTORS’ RESPONSIBILITY

STATEMENT

Pursuant to Section 134(5) read with Sec.134 (3) (c) of the

Companies Act, 2013, your Directors confirm that:

a. in the brparation of the annual accounts the applicable

accounting standards have been followed along with

proper explanation relating to material departures;

b. 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 or loss of the Company

for that period;

c. they have taken proper and sufficient care for the

maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding the assets

of the Company and for brventing and detecting fraud

and other irregularities;

d. they have brpared the annual accounts on a going

concern basis;

e. have laid down internal financial controls to be followed

by the Company and that such internal financial controls

are adequate and are operating effectively; and

f. have devised proper systems to ensure compliance with

the provisions of all applicable laws and that such systems

are adequate and operating effectively.

6. AUDITORS AND AUDITORS’ REPORT

STATUTORY AUDITORS

M/S Walker Chandiok & Co LLP Chartered Accountants

(Firm Registration No. 001076N/ N500013), were

appointed as Auditors of the Company by the shareholders

at the last AGM held on September 9, 2014 to hold office

until the conclusion of the 27th AGM of the Company to

21

be held during the calendar year 2017. In terms of the first

proviso to Section 139 of the Companies Act 2013, the

appointment of auditors shall be placed for ratification at

every AGM. Accordingly the appointment of M/s Walker

Chandiok & Co LLP Chartered Accountants as Auditors of

the Company is placed for ratification of the shareholders at

the ensuing AGM. The Company has received a certificate

from the auditors to the effect that their appointment will

be in accordance with the provisions of Section 141 of the

Companies Act, 2013.

The Auditors’ Report does not contain any qualification,

reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the

Companies Act, 2013 and The Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014,

the Company has appointed M/s Anant B. Khamankar

& Co., Company Secretaries, to undertake Secretarial

Audit of the Company for the financial year 2014-15. The

Secretarial Audit Report attached as Annexure VI forms

part of this report. Secretarial Audit Report does not

contain any qualification, reservation or adverse remark.

Significant Orders By Regulators/Courts/

Tribunals

There are no significant and material orders passed by the

regulators or courts which would impact the going concern

status of the company and its future operations.

Extract Of Annual Return

The extract of Annual Return of your Company as on

March 31, 2015, brpared pursuant to Section 92(3) of the

Companies Act, 2013 and the Rules made thereunder, in

Form MGT-9 is attached as Annexure VII to this Report.

Internal Financial Controls

Your Company has adopted the policies and procedures for

ensuring the orderly and efficient conduct of its business,

including adherence to the Company’s policies, the

safeguarding of its assets, the brvention and detection of

frauds and errors, the accuracy and completeness of the

accounting records, and the timely brparation of reliable

financial disclosures.

7. CORPORATE SOCIAL RESPONSIBILITY

(CSR)

The company has constituted a Corporate Social

Responsibility Committee (CSR Committee) in accordance

with the provisions of Section 135 of the Companies Act,

2013 and the rules made thereunder. The Committee is

chaired by an Independent Director. The Company on

recommendation of the CSR Committee, has framed a

CSR policy in line with Schedule VII of the Companies Act,

2013. The policy has been posted and is accessible on the

company’s website at www.axiscades.com.

The annual report on CSR activities is furnished in

`Annexure VIII` to this Report.

8. CONSERVATION OF ENERGY, FOREIGN

EXCHANGE EARNINGS ETC

The particulars pursuant to Rule 8(3) of Companies

(Accounts) Rules 2014, are given below

Conservation of Energy

Being an Information Technology company, is not energy

intensive. However, adequate measures have been taken

to conserve energy by introducing improved operational

methods. The company in its initiative to be ISO14001 –

Environmental Management System compliant, is adhering

to the provisions of E-Waste (Management and Handling)

Rules 2011 and Batteries (Management and Handling)

rules 2011, by efficiently managing the AC installations,

replacing PC’s by VPC and recycling of paper etc.

Foreign Exchange Earnings and Outgo

(Standalone)

` Million

The Company has not engaged any imported technology.

Since the requirements of the technology business are

changing constantly, your Company has sought to focus

on critical in house technologies and processes, which are

likely to create value in the foreseeable future.

2015 2014

Foreign Exchange Earnings 1430.68 1401.40

Foreign Exchange Outgo 616.15 762.21

22

9. FUTURISTIC STATEMENTS

Certain statements made in this section or elsewhere in

this report may be futuristic in nature. Such statements

rebrsent the intentions of the Management and the

efforts being put in by them to realize certain goals. The

success in realizing these goals depends on various

factors both internal and external. Therefore, the investors

are requested to make their own judgment by taking into

account all relevant factors before making any investment

decision.

Acknowledgements

Your Directors deeply apbrciate and acknowledge the

co-operation and support extended by Clients, Vendors,

Investors and Bankers, various government agencies

& regulatory bodies across the globe, the Software

Technology Park, Noida, Hyderabad & Bangalore and

other industry forums and agencies like NASSCOM and

look forward to their continued support in the future. Your

Directors wish to place on record their apbrciation of

the valuable contribution made by the employees of the

Company at all levels.

For and on behalf of the Board of Directors

Date: August 12, 2015

Place: Bengaluru

-sd-

Valmeekanathan S.

Director

-sd-

Kedarnath Choudhury

Director

23

ANNEXURE I - Particulars of Contract / Arrangements made with Related Parties

(Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,

2014 read with Sub-Section (1) of Section 188 of the Companies Act, 2013 - AOC-2)

1. Details of contracts or arrangements or transactions not at arm’s length basis:

2. Details of contracts or arrangements or transactions at arm’s length basis:

ANNEXURES TO THE BOARD’S REPORT

S. No. Particulars Details

(a) Name(s) of the Related Party and nature of relationship NIL

(b) Nature of contracts / arrangements / transactions NIL

(c) Duration of the contracts / arrangements / transactions NIL

(d) Salient terms of the contracts or arrangements or transactions including the value, if any. NIL

(e) Justification for entering into such contracts or arrangements or transactions. NIL

(f) Date(s) of approval by the Board NIL

(g) Amount paid as advances, if any NIL

(h) Date on which the special resolution was passed in General Meeting as required under first provision to

Section 188

NIL

Sl.

No.

Particulars Details

(a) Name (s) of the related

party

Axis Inc. Axis EU Europe

Limited

Cades Technology

Canada Inc.

AXISCADES

Aerospace &

Technologies Private

Limited

Nature of relationship Subsidiary Stepdown

Subsidiary

Subsidiary Fellow subsidiary

(intermediate Holding

Company until 09 July

2014)

(b) Nature of contracts/

arrangements/

transaction

Buy & Sale

of service /

Cross charge

transactions

Sale of service

/ Cross charge

transactions

Sale of service/

Cross charge

transactions

Sale of service,

Cross charge

transactions

24

For and on behalf of the Board

-sd- -sd- -sd-

Valmeekanathan S. Kedarnath Choudhury Kaushik Sarkar

CEO & Director Director CFO

Date: August 12, 2015

Place: Bengaluru

Sl.

No.

Particulars Details

(c) Duration of the

contracts/arrangements/

transaction

1. 36 Months

from 1st

Apr 2013

in respect

of sale of

services

2. Other

transactions

on ongoing

basis

1. 36 Months

from 1st

Apr 2013

in respect

of sale of

services

2. Other

transactions

on ongoing

basis

1. 36 Months

from 1st

Apr 2013

in respect

of sale of

services

2. Other

transactions

on ongoing

basis

1. 36 Months from

1st Apr 2013 in

respect of sale

of services

2. Other

transactions on

ongoing basis

(d) Salient terms of

the contracts or

arrangements or

transaction including the

value, if any

Value of transactions

during the year. (Rs.)

Invoices to be

raised each month

within 10 business

days from the end

of each month,

payable within 60

days.

Invoices to be

raised each

month within 10

business days

from the end

of each month,

payable within

60 days

Invoices to be

raised each

month within 10

business days

from the end

of each month,

payable within 60

days

Invoices to be

raised each month

within 10 business

days from the end

of each month,

payable within 60

days

1. Sale of services 15,05,05,483 2,16,18,358 14,20,31,594 4,50,00,000

2. Travel Expenses

incurred

13,17,711 3,46,976 1,02,27,899 1,30,25,683

3. Travel Expenses

recovered

23,33,841 5,21,813 1,34,15,549 1,40,03,022

4. Software subscription

charges

1,41,06,977

5. Project consultancy

charges

16,99,214

6. Salaries, wages and

bonus recovered /

staff welfare expense

8,08,523 47,30,497

(e) Date of approval by the

Board/Audit Committee

(in respect of contract of

sale of services)

The transactions were in the ordinary course of business and at arm’s length basis.

(f) Amount paid as

advances, if any

NIL NIL NIL NIL

25

The Company does not have any associate or Joint Venture Company.

Subsidiary’s performance and financial position:

1. Axis Inc: There is a small degrowth of revenue by approximate 7% Y-O-Y due to Market condition in which it

operates. However, the EBITDA increased by 319% and PAT by 172% as compared to the brvious year due to cost

ratinoalisation.

2. Axis EU Europe Ltd: The revenue degrown by 11.3% Y-O-Y due to Local Market condition. The profit was lower

by 88%,.

3. CADES Technology Canada Inc: The revenue grew by 90% as compared to brvious year due to continued growth

in services offered to one of major clients in Canada. The profit grew by 100% in the same period.

4. Cades Studec: The Revenue , Profit before and after tax has shown positive growth on Y-O-Y basis.

5. Axis China: The Company is yet to commence its operations.

6. No subsidiary has been liquidated or sold during the year.

ANNEXURE II - Statement containing salient features of the financial statement of subsidiaries/associate companies/

joint ventures.

(Pursuant to first proviso Sub Section (3) of Section129 of the Companies Act, 2013 read with Rule 5 of the Companies

(Accounts) Rules 2014 (AOC -1)

For and on behalf of the Board

-sd- -sd- -sd- -sd-

Valmeekanathan S. Kedarnath Choudhury Kaushik Sarkar Shweta Agrawal

CEO & Director Director CFO Company Secretary

Date: August 12, 2015

Place: Bengaluru

Name of the subsidiary

Sl

No Particulars

Axis Inc.

(USA)

Axis EU Europe

Limited

(UK)

Axis Mechanical

Engineering

Design (Wuxi) Co.

Ltd.

(China)

Cades

Technology

Canada Inc.

(USA)

Cades Studec

Technologies

India Private

Limited

(India)

Rs Rs Rs Rs Rs

1 Financial period ended 31-Mar-15 31-Mar-15 31-Mar-15 31-Mar-15 31-Mar-15

2 Reporting currency and

Exchange rate

62.5908 92.4591 10.0974 49.1407

2.1 Reporting Currency USD GBP RMB CAD INR

2.2 Exchange Rate as on

the last date of the relevant

Financial year in the case of

foreign subsidiaries

62.5908 92.4591 10.0974 49.1407 NA

3 Share capital 140,655,736 53,207,993 4,548,632 4,914 6,250,000

4 Reserves & surplus 63,660,852 11,232,671 (5,248,088) 91,808,414 84,974,186

5 Total assets 259,356,121 87,717,520 1,162,694 175,737,025 108,517,965

6 Total Liabilities 259,356,121 87,717,520 1,162,694 175,737,025 108,517,965

7 Investments 71,918,770 - - - -

8 Turnover 860,210,964 256,183,537 - 313,480,457 150,296,569

9 Profit before taxation 8,758,831 2,819,310 (1,182,507) 74,803,977 24,486,415

10 Provision for taxation 194,282 482,267 - 20,543,400 7,996,745

11 Profit after taxation 8,564,550 2,337,043 (1,182,507) 54,260,576 16,489,670

12 Proposed Dividend - - - - -

13 % of shareholding 100% 100% Subsidiary

of Axis Inc.

100% 100% 76%

26

ANNEXURE III

Details under section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014

Rate Particulars

(i) The ratio of remuneration of each

Director to the median remuneration

of the employees of the Company for

the financial year

a. Valmeekanathan S 21.12:1

b. Kaushik Sarkar 12.52:1

(ii) The percentage increase in

remuneration of each Director, Chief

Financial Officer, Chief Executive

Officer, Company Secretary in the

Financial Year

a. Valmeekanathan S NIL

b. Kaushik Sarkar Not Applicable

c. Shweta Agrawal 21%

(iii) The percentage increase in the median

remuneration of employees in the

financial year.

9.72%

(iv) The number of permanent employees

on the rolls of the company

1000

(v) The explanation on the relationship

between average increase in

remuneration and company

performance.

The average increase is based on industry comparatives, business growth, and

geared to attract, motivate and retain the highly skilled employees who are

the key drivers of our success and helps the Company to retain its industry

competitiveness. The increases are also designed to reflect the performance of

the individual, the team and the Company.

(vi) Comparison of the remuneration of

the Key Managerial Personnel against

the performance of the Company (on

standalone basis)

a. % Increase in Revenue from

Operations in 2014 -15 as

compared to 2013 -14

4.06%

b. % Increase in PAT in 2014 -15 as

compared to 2013 -14

38.04%

c. % Increase in EBIDTA in 2014 -15

as compared to 2013 -14

44.21%

For comparison purpose the percentage increase in remuneration of KMP is

given in Rule no. (ii) above.

(vii) Variations in the market capitalization of

the Company, price earnings ratio as at

the closing date of the current financial

year and brvious financial year and

percentage increase over decrease in

the market quotations of the shares of

the company in comparison to the rate

at which the company came out with

the last public offer.

Financial

Year ended

Closing

share

Price (BSE)

Market

capitalization

(Rs. Crores)

Price Earning

Ratio

31.03.2014 44.45 88.72* 14.73

31.03.2015 337.40 917.37 75.17

Closing share price as on 31 March 2015 was Rs.337.40. The Company’s offer

price during its public issue in 2001 was Rs. 81.

*Market Capitalization has been computed based on brmerger outstanding

shares.

27

(viii) Average percentile increase already

made in the salaries of employees other

than the managerial personnel in the

last financial year and its comparison

with the percentile increase in

the managerial remuneration and

justification thereof and point

out if there are any exceptional

circumstances for increase in the

managerial remuneration.

9.11% (excluding managerial personnel)

10.04% (including managerial personnel)

This is based on Remuneration Policy of the Company that rewards people

based on their contribution to the success of the company and to ensure that

the salaries are competitive to the peers in each geography that we operate in.

(ix) Comparison of the each remuneration

of the Key Managerial Personnel against

the performance of the Company.

Name of the KMP

% increase in Remuneration in 2014-

2015 as compared to 2013-2014

% increase in Net Sales in 2014-2015

as compared to 2013- 2014

% increase in PAT 2014-15 as compare

to 2013-2014

% Increase in EBIDTA in 2014-15 as

compared to 2013-2014

Valmeekanathan S

NIL (on

annualized

basis)

4.06% 38.04% 44.21%

Kaushik Sarkar

Not

Applicable

Shweta Agrawal 21%

(x) The Key Parameters for any variable

component of remuneration availed by

the Directors

The key parameters are achieving targets w.r.t.

a) Consolidated revenue in USD & INR terms

b) EBIDTA

c) Operating matrices

(xi) The ratio of the remuneration of the

highest paid Directors to that of the

employees who are not Directors but

receive remuneration in excess of the

highest paid Director during the year.

Not Applicable

(xii) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

28

ANNEXURE IV - Statement showing the details of Employees of the Company as per Rule 5(2) of The Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Employed throughout the financial year with an aggregate of Rs. 60 lacs and above

Notes:

1. Nature of employment: All the above are in regular employment of the Company.

2. Remuneration includes company’s contribution to P.F. and other funds as per Company policy and House Rent

Allowance, etc., wherever applicable.

3. None of the above holds any shares in the Company.

4. None of the above employees is related to a Director.

For and on behalf of the Board

-sd- -sd- -sd-

Valmeekanathan S. Kedarnath Choudhury Kaushik Sarkar

CEO & Director Director CFO

Date: August 12, 2015

Place: Bengaluru

Name of the

Employee

Designation

of the

Employee

Remuneration

received

during the year

Qualification Experience

in years

Date of

commencement

of employment

Age Last

employment

held by the

employee

Srinivasulu Reddy

Pulikam

Senior Vice

President

72,79,892 ‘M.TECH 21 07-08-2009 46 Mahindra

Satyam

(Asst. Vice

President)

Valmeekanathan S Executive

Director

1,15,80,000 BE (Hons) in

Mechanical

Engineering

30 25-02-2014 51 Independent

Consulting

(Consultant)

A VISWESWARA

RAO

VP & Head

- HR

60,02,460 MBA 20 16-04-2012 46 British India

Pvt Ltd

(Head - HR)

Sathyajith

Thuppalay

General

Manager

1,04,25,804 ‘B.Tech 17 19-01-2006 38 Infosys

Technologies

(Senior Design

Engineer)

Oliver Brotzki General

Manager

79,47,424 Graduated

mechanical

engineer

18 20-01-2012 46 3D Contech

(Branch

Manager)

Marc Bouzaid Head of BU

Engineering

Services

71,99,293 B.Tech 10 08-03-2013 32 Teccon

Design and

Engineering

(Manager)

Employed for part of the year with an average salary of 5 lac per month or and above.

Kaushik Sarkar Chief

Financial

Officer

39,57,244 Masters of

Commerce,

FCA and

ACMA

20 12-09-2014 45 Adobe

Systems India

(Senior

Director

Finance &

Operations)

29

ANNEXURE V (i)

NOMINATION AND REMUNERATION POLICY

Introduction:

The Company is a Service Industry and therefore

Company’s policy strives to consider human resources

as its invaluable assets, to pay equitable remuneration

to all Directors, Key Managerial Personnel (KMP) and

employees of the Company.

In terms of the provisions of the Companies Act, 2013 and

the listing agreement as amended from time to time, the

Nomination and Remuneration Committee has formulated

this policy on nomination and remuneration of Directors,

Key Managerial Personnel and Senior Management (if

any) and the same is approved by the Board of Directors.

Objective:

• To lay down criteria with regard to identifying persons

who are qualified to become Directors (Executive, Non-

Executive and Independent) and persons who may be

appointed in Senior Management and Key Managerial

positions.

• Formulating Policy for remuneration for the Directors /

KMPs and SMPs

• To carry out evaluation of the performance of Directors,

as well as Key Managerial and Senior Management

Personnel.

• Recommending appointment and removal of Directors,

KMPs and SMPs

In order to achieve the aforesaid objectives the following

policy has been formulated by the Nomination and

Remuneration Committee and adopted by the Board

of Directors at its meeting held on 23rd June 2014. The

revised policy was adopted on 9th September 2014.

Effective Date:

This policy shall be effective from 1st April, 2014.

Constitution of the Nomination and Remuneration

Committee:

The Board has renamed its Remuneration Committee as

Nomination and Remuneration Committee on 27th March,

2014. The Nomination and Remuneration Committee

comprises of following Directors:

• Mr. Srinath Batni (Independent Director)

• Mr. Pradeep Dadlani (Independent Director)

• Mr. Kedarnath Choudhury (Non Executive Director)

• Mr. Amit Gupta (Non Executive Director)

• Ms. Shweta Agrawal (Secretary)

The Board has the power to reconstitute the Committee

consistent with the applicable statutory requirements.

Applicability:

The Policy is applicable to

• Directors (Executive and Non Executive)

• Key Managerial Personnel

• Senior Management Personnel (if any)

General

• This Policy is divided in three parts: Part – A covers

the matters to be dealt with and recommended by the

Committee to the Board, Part – B covers the appointment

and nomination and remuneration, PART – C covers

proceedings of the Committee meetings.

• The key features of this Company’s policy shall be

included in the Board’s Report.

PART – A

MATTERS TO BE DEALT WITH AND RECOMMENDED

TO THE BOARD BY THE NOMINATION AND

REMUNERATION COMMITTEE

The Committee shall:

• Formulate the criteria for determining qualifications,

positive attributes and independence of a director.

• Identify persons who are qualified to become Director

and persons who may be appointed in Key Managerial

and Senior Management positions in accordance with the

criteria laid down.

• Recommend to the Board, appointment of Director, KMP

and Senior Management Personnel.

• Performance Evaluation of each Director KMP and Senior

30

Management Personnel for the purpose of appraisal or

removal/ replacement.

• Policy for Remuneration for Director, KMP and Senior

Management Personnel.

• Monitor the Board Diversity and balanced Board.

• Succession planning - recommends to the Board

from time to time on long term succession plan and

also contingency plan in case of exigencies, relating

to both Board as well as Executive management.

• Retirement Policy - The Retirement age of the Directors

is fixed by the Board of Directors in consultation with the

Nomination & Remuneration Committee.

PART – B

POLICY FOR APPOINTMENT AND REMOVAL &

REMUNERTAION OF DIRECTOR, KMP AND SENIOR

MANAGEMENT

• Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the

qualification, expertise, attributes and experience of the

person for appointment as Director, KMP or at Senior

Management level and recommend to the Board his / her

appointment.

2. For Recommending any person as Executive Director

the Committee shall take into consideration the provisions

of the Companies Act, 2013 read together with the Rules

brscribed there under and Schedule V.

3. For recommending any person as Non-Executive

Director/ Independent Director the Committee shall take

into consideration the provisions of the Companies Act,

2013 read together with the Rules brscribed there under

and Schedule IV along with the criteria for independence

defined under Listing Agreement.

• The Committee shall carry out evaluation of performance

of every Director, KMP and Senior Management Personnel

at regular interval (yearly).

• Due to reasons for any disqualification mentioned in

the Companies Act, 2013, rules made there under or

under any other applicable Act, rules and regulations or

on the basis of performance evaluation, the Committee

may recommend, to the Board with reasons recorded in

writing, removal / replacement of a Director, KMP or Senior

Management Personnel subject to the provisions and

compliance of the said Act, rules and regulations.

• The Non- Executive / Independent Director may receive

remuneration by way of fees for attending meetings of

Board or Committee thereof. Provided that the amount of

such fees shall not exceed Rs. One lakh per meeting of the

Board or Committee or such amount as may be brscribed

by the Central Government from time to time.

• An Independent Director shall not be entitled to any stock

option of the Company.

PART – C

COMMITTEE PROCEEDINGS

• The Chairman of the Committee will report to the Board

(at the next Board meeting) on the proceedings of each

Committee meeting, bringing forward all Committee

recommendations requiring Board approval.

• The Secretary will: (a) in conjunction with the Chairman of

the Committee, settle agendas for and arrange meetings

of the Committee so as to ensure timely coverage of all

the Committee’s business; (b) distribute agendas and

supporting papers to Committee members sufficiently far

in advance of scheduled meetings to permit adequate

brparation; (c) keep and distribute minutes of each

meeting to Committee members; and (d) circulate copies

of the minutes to the remaining Board members upon

request.

• The quorum for a meeting of the Committee will be

a majority of the members and include at least one

Independent Director.

31

POLICY FOR EVALUATION OF

PERFORMANCE OF THE BOARD OF

DIRECTORS OF AXISCADES

ENGINEERING TECHNOLOGIES LIMITED

(AXISCADES).

POLICY FOR EVALUATION OF THE

PERFORMNCE OF THE BOARD OF

DIRECTORS OF AXISCADES

1. INTRODUCTION:

AXISCADES (hereinafter referred to as “the Company”)

believes in conducting its affairs in a fair and transparent

manner by adopting the highest standards of

professionalism, honesty, integrity and ethical behaviour,

in consonance with the Company’s Code of Conduct policy

for its employees and also for the Board of Directors. The

honesty, integrity and sound judgement and performance

of the Directors and the Senior Management are key

criteria for the success and for building a good reputation

of the Company.

Each Director and executive in the Senior Management is

expected to comply with the letter and spirit of this Policy.

Apart from this Code, The Code of Conduct for Directors/

Employees shall also be applicable, additionally and

specifically to the Senior Management of the Company

Mutatis Mutandis. Any actual or potential violation of these

Codes by the Board Directors would be the matter of

serious concern for the Company.

Therefore, the Company has made this policy to comply

with various provisions under the clause 49 of the Listing

Agreement entered into by the Company and Stock

Exchanges in India as per the SEBI Regulations published

vide its Circular No. CIR / CFD / POLICY CELL / 2 / 2014

dated April 17, 2014 as amended and published vide

its Circular No. CIR/CFD/POLICY CELL/7/2014 dated

September 15, 2014 and also the formal annual evaluation

made by the Board of Directors of its own performance

(self-appraisals) and that of its committees and individual

Directors as mentioned under the clause (p) of sub-section

(3) of Section 134 of the Companies Act, 2013. The

Nomination & Remuneration Committee shall evaluate

the performance of the each Board of Director as per

subsection (2) of Section 178 and based on the functions

of the Board of Directors as indicated under Schedule IV

(as per section 149) annexed to the Companies Act, 2013

and the Rules made there under.

2. DEFINITIONS:

A. “the Act”:

The Act shall mean The Companies Act, 2013;

B. “the Company”:

TheCompanyshallmean ACETL

C. “the Director” or “the Board”:

The Director or the Board, in relation to the Company, shall

mean and deemed to include the Collective body of the

Board of Directors of the Company including the Chairman

of the Company.

D. “the Independent Director”:

The Independent Director shall mean an Independent

Director as defined under section 2 (47) to be

read with section 149 (5) of the Act. E. “the Policy” or “this

Policy”:

The policy or This Policy shall mean the Policy for

Evaluation of performance of Board of Directors of the

Company.

F. “the Committee” or “this Committee”:

The Committee or This Committee shall mean the

Nomination and Remuneration Committee (NRC)

of the Board of Directors formed under the provisions of

Section 178 of Companies Act, 2013.

3. OBJECTIVE:

The Object of this policy is to formulate the procedures

and also to brscribe and lay down the criteria to evaluate

the performance of the entire Board of the Company.

4. VARIOUS KINDS OF PERFORMANCE

EVALUATION:

A. EVALUATION SYSTEM:

Evaluation of each Director of the Company shall be

based on the criteria as mentioned herein below read

together with those listed under clause 6 of this policy.

This appraisal is mandatory and will be done under the

provision of the clause (p) of subsection (3) of Section 134.

ANNEXURE V (ii)

32

CRITERIA FOR EVALUATION:

Criteria’s of Performance Evaluation

?

Based on Job Profile

?

Based on Responsibilities & Obligations

??

Based on Strategies

?

?

Based on Performance Management

Based on Risk Management

Based on Mergers & Acquisitions

Based on Talent Management

Sub-Criteria’s of Evaluation of Performance

??

1. Knowledge of the Job Profile

2. Skills required to perform or to execute the job

profile

??

1. Attendance and participations in the Meetings

2. Expert opinions in respect of the serious issues

1. Strategies formulated and successfully

implemented

2. Various Directions provided in the best interest

of the Company on key issues

1. Performance of the Company on the Stock

Exchanges

2. Financial Performance

3. Achievement of Award

1. Avoidance of High Financial Risk while

executing the functions and duties

2. Avoidance from any other high risk

1. Number of Mergers & Acquisitions targets

spotted and taken place

2. Success rate in executing M&A

1. Achievement in respect of Successful

Negotiations

2. The level of Talent retained at Low, Mid and Top

Level

Based on Core Governance & Compliance

Management

Based on Annual Targets

Based on Expansion & Diversification

?

1. Review of Detailed Compliances applicable

under the various Laws, Rules & Regulations

2. Reviewing Whether the Business is running

Legally or not

?

1. Targets achieved in Domestic & International

Sales & Marketing

?

1. New successfully executed vertical

2. New successfully executed practice /Service

lines f

33

Based on Succession Planning

?

Based on Conflict of Interest Management

Based Financial & Operational Control

Mechanism

Based on maintaining of Corporate Culture and

Moral Values

Based on Maintaining High Level of Integrity

and Ethics

?

Based on Compliance with the Code of Conduct

of Directors

Based on the in general knowledge & Skills

?

1. Provision for Additional or Alternate Directors

1. Strategy to resolve the conflict of interest in other

Directors

2. Strategy to resolve the conflict of interest in other

Employees

?

1. Control on Financial Dealings

2. Control on internal Operational Control and

efficiencies

?

1. Initiative to maintaining Corporate Culture of the

Company

2. Initiative to maintaining Moral Values of the

Company

?

1. Initiative to maintaining High level of Integrity 2.

Initiative to maintaining High level of Ethics

??

1. Functioning of Duties and Responsibilities as per

the Code of Conduct for Directors

2. Abidance and behaviour in accordance with

Code of Conduct for Directors

?

1. Knowledge of the industry in which company

operates

2. Skills required for carrying out Business Activities

in the field of Engineering Design Space

3. Communication skills and quick responsiveness

Criteria’s of Performance Evaluation Sub-Criteria’s of Evaluation of Performance

B. EVALUATION OF THE PERFORMANCE OF EACH

DIRECTOR, BOARD AND IT’S COMMITTEES:

The Committee shall evaluate the performance of each

Board of Directors of the Company with reference of the

authority under the Nomination and Remuneration Policy

of the Company framed in accordance with the provisions

of section 178 of the Companies Act, 2013 and based

on their functions as mentioned in the Code of Conduct

of the Directors and the criteria for the evaluation of the

performance as brscribed in the clause 6 of this policy.

Based on the performance evaluation of each and every

Director and the Chairman of the Company, the Committee

shall provide combrhensive evaluation outcome

considering various criteria and sub-criteria. The detailed

process of evaluation thereon are mentioned in this policy

respectively

The Board shall take up the evaluation of:

• The whole Board (on the basis of criteria laid by the

Committee),

34

• All the Committees and

• Each director (taking into consideration the results of

evaluation by NRC).

C. EFFECTIVENESS OF THE BOARD:

Taking into consideration the evaluation by the Nomination

& Remuneration Committee & Board, of each Director,

the overall effectiveness of the Board shall be measured

and accordingly the Board shall decide the Appointments,

Re-appointments and Removal of the non-performing

Directors of the Company on the recommendation of the

Committee.

5. SEPARATE MEETING FOR EVALUATION OF

PERFORMANCE OF BOARD, ITS MEMBERS

& COMMITTEES:

The meeting for the purpose of evaluation of performance

of Board, its Members and Committees, shall be held at

least once in a year and the Company shall disclose the

criteria laid down by the Nomination and Remuneration

Committee for performance evaluation, duly adopted by

the Board in the Annual Report of the Company.

6. CRITERIA FOR EVALUATION OF

PERFORMANCE:

The Nomination and Remuneration Committee has laid

down the criteria for evaluation of performance of Directors

and the Board and its committees thereof

Criteria for evaluation of Individual Director

1. Attendance and contribution at Board and Committee

meetings

2. His/her stature, appropriate mix of expertise, skills,

behaviour, experience, leadership qualities, sense of

sobriety and understanding of business, strategic direction

to align company’s value and standards.

3. His/her knowledge of the industry ,finance, accounts,

legal, investment, marketing, foreign exchange/ hedging,

internal controls, risk management, assessment and

mitigation, business operations, processes and Corporate

Governance.

4. His/her ability to create a performance culture that drives

value creation and a high quality of debate with robust and

probing discussions.

5. Effective decisions making ability to respond positively

and constructively to implement the same to encourage

more transparency.

6. Open channels of communication with executive

management and other colleague on Board to maintain

high standards of integrity and probity.

7. Recognize the role which he/she is expected to play,

internal Board Relationships to make decisions objectively

and collectively in the best interest of the Company to

achieve organizational successes and harmonizing the

Board.

8. His/her global brsence, rational, physical and mental

fitness, broader thinking, vision on corporate social

responsibility etc.

9. Quality of decision making on understanding financial

statements and business performance, raising of finance,

best source of finance, working capital requirement, forex

dealings, geopolitics, human resources etc.

10. His/her ability to monitor the performance of

management and satisfy himself with integrity of the

financial controls and systems in place by ensuring right

level of contact with external stakeholders.

11. His/her contribution to enhance overall brand image of

the Company.

Criteria for evaluation of whole Board & Committee

1. Board/Committee constitution and composition, its

diversity in terms of skills, experience, gender, age,

qualification, nature of job.

2. Effectiveness of discussion and taking objective decision

on the agendas

3. Effectiveness of processes, participation, flow of

information, recording of votes,

familiarisation, attendance.

4. Ensure adequate protection to shareholders rights

5. Compliance with relevance laws through appropriate

system of control.

6. Board’s / Committee’s focus

7. PROCEDURE TO EVALUATE THE

PERFORMANCE:

Based on evaluation criteria, the Nomination &

Remuneration Committee and the Board shall evaluate

the performance of the each and every Director.

Based on the performance, the Board can decide the

strategy to extend or continue the term of appointment or

to introduce new candidate as a member of the Board or

Retirement of the member based on his/her performance

rating as to create and maintain the most effective and

powerful top level management of the Company for its

future growth, expansion, diversification and also to

maximize the returns on investments to the stakeholders

of the Company.

35

To,

The Members,

AXISCADES Engineering Technologies Limited

A-264, Second Floor

Defence Colony

New Delhi - 110024

We have conducted the secretarial audit of the compliance

of applicable statutory provisions and the adherence to

good corporate practices by AXISCADES Engineering

Technologies Limited (formerly known as Axis IT & T

Limited) (hereinafter called “the company”). Secretarial

Audit was conducted in a manner that provided us a

reasonable basis for evaluating the corporate conducts/

statutory compliances and exbrssing our opinion thereon.

Based on our verification of AXISCADES Engineering

Technologies Limited’s books, papers, minute books,

forms and returns filed and other records maintained

by the company and also the information provided

by the Company, its officers, agents and authorized

rebrsentatives during the conduct of the Secretarial

Audit, we hereby report that in our opinion, the Company

has, during the audit period covering the financial year

ended on 31st March, 2015 complied with the statutory

provisions listed hereunder and also that the Company

has proper Board processes and compliance mechanism

in place to the extent, in the manner and subject to the

reporting made hereinafter:

We have examined the books, papers, minute books,

forms and returns filed and other records maintained by

AXISCADES Engineering Technologies Limited for the

financial year ended on 31st March, 2015 according to the

provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made

thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956

(‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and

Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the

rules and regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investment

and External Commercial Borrowings;

(v) The following Regulations and Guidelines brscribed

under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition

of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of

Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee

Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars

to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting

of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback

of Securities) Regulations, 1998;

I further report that, having regard to the compliance

system brvailing in the Company and on examination of

the relevant documents and records in pursuance thereof,

ANNEXURE VI

FORM MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the

Companies (Appointment and Remuneration Personnel) Rules, 2014]

36

members’ views, if any, are captured and recorded as part

of the minutes.

We further report that there are adequate systems and

processes in the company commensurate with the size

and operations of the company to monitor and ensure

compliance with applicable laws, rules, regulations and

guidelines.

We further report that during the audit period:

1. The Board of Directors of the Company at its meeting

held on July 09, 2014, has allotted 72,29,112 (Seventy Two

Lacs Twenty Nine Thousand One Hundred and Twelve

Only) Equity shares of the Company to the Shareholders

(as on the record date i.e. April 11, 2014) of Cades Digitech

Private Limited as per the swap ratio mentioned below,

approved in terms of the Scheme of Arrangement:

10 (“Ten”) fully paid up equity share of Rs. 5/- each of Axis-

IT&T Ltd. for every 12 (“Twelve”) fully paid up equity share

of Rs. 10/- each held in Cades Digitech Private Limited.

2. The Company has got approval from the Registrar of

Companies, NCT of Delhi & Haryana, for the change of

its name from “Axis-IT&T Limited” to “AXISCADES

Engineering Technologies Limited” with effect from August

01, 2014.

3. The Company has entered into strategic alliance by

signing an MOU with ASSYSTEM on 18th February, 2015

at the Aero India 2015, Bengaluru for collaboration to

deliver enhanced values to Airbus Group.

4. The Board of Directors of the Company at its meeting

held on March 30, 2015, has approved the change in

the current location of its Registered Office from “A-264,

Defence Colony, New Delhi-110024” To “Block C, Second

Floor, Kirloskar Business Park, Bengaluru-560 025 in the

State of Karnataka”, the same will have effect from the

date of issue of fresh Certificate of Incorporation.

FOR ANANT B KHAMANKAR & CO.

-sd-

ANANT KHAMANKAR

FCS No. - 3198

CP No. - 1860

PLACE: Mumbai

DATE: 16th May, 2015

on test-check basis, the Company has complied with the

following laws applicable specifically to the Company:

(vi) The Special Economic Zone Act, 2005

(vii) The Information Technology Act, 2000

(viii) Software Technology Parks of India its Rules and

regulations

(ix) The Indian Copyright Act, 1957

(x) The Patents Act, 1970

(xi) The Trade Marks Act, 1999

We have also examined compliances with the applicable

clauses of the following:

(i) Secretarial Standards issued by The Institute of

Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company

with The BSE Limited (BSE) and the National Stock

Exchange of India Limited (NSE).

During the period under review the Company has complied

with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above subject to

the following observations:

The Secretarial Standards issued by the Institute of

Company Secretaries of India will be mandatory from 1st

July, 2015 and were not applicable during the audit period.

We further report that:

The Board of Directors of the Company is duly constituted

with proper balance of Executive Directors, Non-Executive

Directors and Independent Directors. The changes in the

composition of the Board of Directors that took place during

the period under review were carried out in compliance

with the provisions of the Act.

Adequate notice is given to all directors to schedule the

Board Meetings, agenda and detailed notes on agenda

were sent at least seven days in advance, and a system

exists for seeking and obtaining further information and

clarifications on the agenda items before the meeting and

for meaningful participation at the meeting.

Majority decision is carried through while the dissenting

37

ANNEXURE VII

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

AS ON FINANCIAL YEAR ENDED ON 31.03.2015

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration) Rules, 2014.]

I. REGISTRATION & OTHER DETAILS:

i CIN L72200DL1990PLC041275

ii Registration Date 41275

iii Name of the Company AXISCADES Engineering Technologies Limited

(formerly Axis-IT&T Ltd.)

iv Category/Sub-category of the Company Public Company/Limited by Shares

v Address of the Registered office & contact details A-264 Second Floor

Defence Colony

New Delhi- 110024

Tel-011 24337881 Fax:011 41552616

vi Whether listed company Listed

vii Name, Address & contact details of the Registrar

& Transfer Agent, if any.

Karvy Computershare Private limited

Karvy Selenium Tower B, Plot 31-32, Gachibowli,

Financial District,Nanakramguda, Hyderabad – 500

032.

Board no: 040-67162222

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

SL No Name & Description of main products/

services

NIC Code of the

Product /service

% to total turnover

of the company

1

Engineering Design Services

620

100%

38

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl

No

Name & Address of the Company CIN/GLN HOLDING/

SUBSIDIARY/

ASSOCIATE

% OF

SHARES

HELD

APPLICABLE

SECTION

1 Axis Inc.

3008 W. Willow Knolls Dr.

Peoria, Illinois 61614-USA

NA Subsidiary 100% Section 2(87)(ii)

2 Axis EU Europe Limited (UK)

The Pump House, Unit 15,

Narborough Wood Park,

Enderby, Leicestershire, LE19 4XT,

UK

NA Stepdown subsidiary 100%

subsidiary

of Axis Inc.

Section 2(87)(ii)

3 Axis Mechanical Engineering

Design (Wuxi) Co. Ltd.

Room 508-510, C Building,

Chuangxin

Chyangyi Industrial Park, No.5

Xinhua Rd, Wuxi New District Wuxi

City, CHINA

NA Subsidiary 100% Section 2(87)(ii)

4 Cades Technology Canada Inc.

(USA)

1200 McGill College Avenue,

Suite 1100, Montreal, Quebec H3B

4G7

NA Subsidiary 100% Section 2(87)(ii)

5 Cades Studec Technologies (India)

Private Limited

No.11, 3rd Cross, Ganganagar

North, Bengaluru-560032

U72900KA2006PTC049241 Subsidiary 76% Section 2(87)(ii)

6 Jupiter Capital Private Limited

No.54, Richmond Road,

Jupiter Innovission Center,

Bengaluru-560025

U67120KA2004PTC033653 Holding 0.87% Section 2(46)

&Section 2(87)(ii)

7 Tayana Digital Private Limited

No.54, Richmond Road,

Jupiter Innovission Center,

Bengaluru-560025

U72900KA2008PTC045597 Subsidiary of Holding 44.66% Section 2(87)(ii)

8 Indian Aero Ventures Private

Limited

No.54, Richmond Road,

Jupiter Innovission Center,

Bengaluru-560025

U62200KA2007PTC041886 Subsidiary of Holding 13.59% Section 2(87)(ii)

39

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total

Equity)

Category of Shareholders No. of Shares held at the beginning of the year

(As on 1 April 2014)

No. of Shares held at the end of the year

(As on 31 March 2015)

% change during

the year

Demat Physical Total % of Total

Shares Demat Physical Total

% of

Total

Shares

A. Promoters

(1) Indian

a) Individual/HUF

b) Central Govt.or

State Govt.

c) Bodies Corporates 12142100 - 12142100 60.83 16074513 1.00 16074514 59.12

d) Bank/FI

e) Any other

SUB TOTAL:(A) (1) 12142100 - 12142100 60.83 16074513 1.00 16074514 59.12

(2) Foreign

a) NRI- Individuals

b) Other Individuals

c) Bodies Corp.

d) Banks/FI

e) Any other…

SUB TOTAL (A) (2) - - - - - - - -

Total Shareholding of Promoter

(A)= (A)(1)+(A)(2) 12,142,100 - 12142100 60.83 16074513 1 16074514 59.12

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds - - - 12506 12506 0

b) Banks/FI - - - 34819 34819 0

C) Cenntral govt - - -

d) State Govt. - - -

e) Venture Capital Fund - - -

f) Insurance Companies - - -

g) FIIS - - -

h) Foreign Venture

Capital Funds - -

i) Others-Foreign Institutional

Investors* - - - 545635 545635 2.01

SUB TOTAL (B)(1): - - - - 592960 - 592960 2.18

(2) Non Institutions

a) Bodies corporates 2827956 - 2827956 14.17 3403557 - 3403557 12.52

i) Indian

ii) Overseas

b) Individuals

i) Individual shareholders

holding nominal share capital

upto Rs.1 lakhs

2245216 44169 2289385 11.47 3045571 47790 3,093,361 11.38

ii) Individuals shareholders

holding nominal share capital in

excess of Rs. 1 lakhs

2649447 2649447 13.27 3474265 - 3474265 12.78

c) Others (specify)

Non Resident Indian 47208 47208 0.24 166175 - 166175 0.61

Clearing Member 3385 3385 0.02 311244 - 311244 1.14

Trusts 1000 1,000 0.01 73517 - 73517 0.27

SUB TOTAL (B)(2): 7774212 44169 7818381 39.17 10474329 47790 10522119 38.70

Total Public Shareholding

(B)= (B)(1)+(B)(2) 7774212 44169 7818381 39.17 11067289 47790 11115079 40.88

C. Shares held by Custodian for

GDRs & ADRs - - - - - - - -

Grand Total (A+B+C) 19916312 44169 19960481 100 27141802 47791 27189593 100

* Including One Portfolio Investor (FPI) holding 45635 Equity Shares

(i) Category-wise Shareholding

40

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46

Annual Report on Corporate Social Responsibility

(CSR) Activities

(Pursuant to Section 135 of Companies Act 2013)

1. Company’ CSR objectives and policy

The Company recognizes its responsibility as an important

stakeholder in the society and strives to work towards the

betterment of the society constantly. With this objective, on

the recommendation of the CSR Committee the Board of

Directors have approved the CSR Policy which is available

at: http://axiscades.com/investors_data/corp_gov_report/

ACET_CSR_Policy.pdf.

2. The CSR activities of the Company mainly focus on

the areas of Education employment enhancing vocational

skills.

3. The Company has constituted a CSR committee which

provides oversight of CSR policy and guides the activities

of the Company.

The CSR Committee comprises of:

Dr. Vivek Mansingh (Chairman),

Mr. K.M. Rustagi,

Mr. Pradeep Dadlani

Mr. Rohitasava Chand,

4. The average net profit for the last three financial years

ended, March 31, 2012, 2013 and 2014 was Rs. 969 lacs.

5. Prescribed CSR spend @ 2% of average net profit for

the last three financial years is Rs. 19.37 lacs.

6. CSR spend during the financial year:

(Rs. Lacs)

a. Total amount to be spent 19.37

b. Amount committed 19.37

c. Amount disbursed 19.37

d. Amount unspent (a-c) NIL

7. The manner of the amount spent during the financial

year is as follows: (refer to table below)

Notes:

i. Since 2014-15 is the first year of applicability of section 135 of the Companies Act, 2013, the figure for cumulative

expenditure is not applicable.

ii. All amounts mentioned above as spent relate to amounts spent through implementing agency, unless stated otherwise.

iii. There is no expenditure on overheads in the above list.

The CSR Committee confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives

and Policy of the Company.

-sd- -sd-

Date: August 12, 2015 Valmeekanathan S. Vivek Mansingh

Place: Bengaluru Director & CEO Chairman of CSR Committee

ANNEXURE VIII

Name/details of

implementing

agency

CSR project/

activity

identified

Sector in

which the

project is

covered

Location of

projects/

programmes

Amount

outlay/

approved

(Rs. In Lakh)

Amount

spent direct/

overheads

(Rs. In Lakh)

Dream A Dream •Organize and conduct 5 Dream Fun days

•Employee Participation in After School

Life Skills Programmes:

•Mentoring

•Career guidance workshops

•Life skills through Creative Arts

(sessions)

•Dream outdoor experiential camp

Education and

employment

enhancing

vocational skills

Bengaluru 12 12

Make A

Difference

•Teaching and mentoring a child

•Career guidance and coaching

Education and

employment

enhancing

vocational skills

Hyderabad &

Chennai

7.37 7.37

47

INTRODUCTION

Axis-IT&T Limited was rechristened as AXISCADES

Engineering Technologies Limited (henceforth referred

to as ‘XISCADES’or ‘he Company) with effect from 1st

August 2014. For the Company, the financial year 2014-

15 was as much about continuing to deliver value to

customers as it was about integration and re-architecture

of its organisation, business processes and systems. It

was the first full year of operations as a unified brand –AXISCADES. This brought together the following entities

•Axis-IT&T: An engineering design service provider,

with over twenty years’experience in delivering product

design, 3D modelling, detailing and assembly, finite

element analysis, reverse engineering and conversion

of legacy drawings. The Company has had a long

standing relationship with one of the world’ largest heavy

engineering and earthmoving companies.

•CADES Digitech: The CADES team has product

design and development expertise that includes concept

to detailed design phase, analysis, simulation, multi-body

dynamics, virtual prototyping and testing, manufacturing

engineering, product data management and technical

documentation. It specialises in the Aerospace domain but

also services Defence, Energy, and Automotive sectors.

The Company was a leading partner to one of the largest

European aerospace OEM’ in India

As an integrated entity under the umbrella brand

“XISCADES”we continue to provide cutting edge

technology solutions, addressing the business needs

across domains, at every stage of Engineering Product

Life-Cycle Development.

With over two decades of experience in engineering

excellence and unparalleled domain expertise, and a

passion to challenge the status quo, AXISCADES is

fast emerging as the first choice engineering partner to

global OEMs across the world. The culture of innovation

inherent in the Company’ DNA, ensures that it becomes

the vanguard in taking initiatives to break new grounds in

technology solutions. By design, the Company continues

its endeavour to create new models of Engineering

Delivery and providing value to Global OEMs.

The Company’ proprietary business methodology

AXCELERATE, which seamlessly integrates the three

pillars comprising of People, Process and Solutions,

equips the organisation and by extension its customers,

a functional model, which streamlines efficiency and

enhances performance.

MARKET OPPORTUNITY

The Engineering and Research and Development (E&RD)

in India has witnessed double digit growth in the recent

past and is expected to reach exports of US$38 billion by

2020. This sector is emerging as a vital cog in the global

value chain for customers with its focus on impacting

customer bottom-lines. With most global players looking

east for a better value proposition, India is well positioned

to further cement its increasing share of global E&RD

outsourcing. Even domestic E&RD spends by Indian firms

have increased at a CAGR of 9% since 2010 to reach

US$14 billion by 2013.

Global Trends

In 2013, the total E&RD expenditure in the world was

estimated at around US$1.4 trillion. This expenditure

continues to grow and forecasts suggest that by 2020,

total E&RD expenditure will be around US$1.7 trillion. The

corporate sector expenditure, driven primarily by the top

2,000 companies is forecast to touch US$850-900 billion

over the same period, with automotive and electronics

being the major sectors in absolute terms.

While USA and Europe continue to remain the leading

geographies, with cost consciousness pervading the

global corporate landscape, E&RD spends too are shifting

to the east. In fact, Asia, excluding Japan is expected to

garner one-fourth of the corporate spend by 2020.

E&RD spends across the globe is growing due to six key

requirements. First, is to meet sustainability requirements

that has been warranted by enhanced regulatory and

consumer push around emission control and safety.

Second, is the growing prominence of connected devices

including vehicles, which is giving an impetus to cyber

security and data analytics related services. Third, is

to localise to cater to the market specific geographic or

consumer brferences and requirements. Fourth, is

driven by the increasing trend in consumers of adapting

Management Discussion And Analysis

* Note: Market projections are based on report by NASSCOM titled ‘lobal ER&D: Reaching the Inflection Point’ released on 26 May 2015

48

to an ‘pp’–driven world. Fifth, is the sbrad of digital

engineering related to design virtualisation, simulation

based development, 3D manufacturing and concurrent

engineering. Sixth, is related to the increasing stress on

miniaturisation.

While these investments have to be made and products

need to be developed, there is stress on maintaining

or reducing costs while meeting the requirements of

increased regulations and further shrinking of time to

market. Consequently, even for the engineering function,

today, there is greater focus on specialisation. So, OEMs

and Tier 1 players are progressively looking for service

providers to partner them for greater efficiency and reduced

product development time. In the product development

value chain, concept development and prototyping will be

the major drivers of growth from an offshoring perspective,

while traditional areas of detailed engineering and testing

would continue to lead the volume of offshore work.

India and Global E&RD

India’ domestic ER&D industry has grown steadily over

the last 20 years and is today estimated to be around

US$14 billion, of which the government sector accounts for

65%. In terms of corporate E&RD spends, almost 50% is

attributable to the pharma, biotech, healthcare, automotive

and energy segments. In India, however, much of E&RD

continues to be done in-house.

Given its talent pool, cost of operations, and growing

domestic market, India is fast emerging a very important

destination for global companies to set up innovation

centres. Across sectors, there has been a steady pace

of setting up of such centres. These centres rebrsent

integral elements of the global ER&D set up for their

parent firms and are emerging as either the global or

the emerging market’ centres for excellence in specific

product categories. This trend reflects the open up of mind

set for offshoring of ER&D amongst global OEMs or Tier 1

players, as these centres become service providers to the

parent company. India ER&D players have an opportunity

to service them or replicate these centres for other player.

The Indian ER&D service providers have already taken

initiatives to make the most of the market demand. Some

of them have even invested ahead of the curve in domain

expertise and infrastructure to cater to the increasing

customer requirements of product development, testing

and assurance. Most of them are operating on well

worked out plans to move up the value chain. Emanating

from these initiatives and sectoral advantages, India

continues to be the primary E&RD offshoring destination

by leveraging its competitive assets of resource scalability,

cost effectiveness, maturity of workflow management and

improving design capabilities. As a result, India’ share in

global ER&D offshoring market is expected to increase

from around 20% today to around 30% by 2020.

THE BUSINESS PORTFOLIO

The Company assists clients in building efficient product

engineering solutions and increase spend effectiveness.

Today, over 1,500 trained engineers are working on

engineering solutions across the product lifecycle, starting

from Product Design and Analysis, System Engineering,

Manufacturing Engineering to product support.

During 2014-15, AXISCADES operated primarily across

three sectors –Aerospace, Heavy Engineering and

Automotive and Industrial Products. The Company is

working on plans to leverage opportunities in the Defence

sector and has already made in-roads into Energy. Chart

A gives the distribution of revenues across the different

sectors.

With a share of 49%, Aerospace is the largest part of

AXISCADES business followed by Heavy Engineering

(36%) and Automotive and Industrial Products (11%).

Renewable energy is an addition to the portfolio in 2014-

15 and has already garnered 5% share. In fact, while

the shares of Aerospace and Automotive and Industrial

Products have remained stable that of heavy engineering

has reduced from 40% in 2013-14 to 36% in 2014-15 with

the balance being taken over by renewable energy.

In terms of geography, too, there is an even sbrad with

North America and Europe accounting for 40% of revenues

each and Asia Pacific accounting for the remaining 20%.

Most of the aerospace revenues are from Europe, while

the heavy engineering revenues are from North America.

Between 2013-14 and 2014-15, primarily the share of

Europe has reduced from 44% to 40%, while the other two

* Note: Market projections are based on report by NASSCOM titled ‘lobal ER&D: Reaching the Inflection Point’ released on 26 May 2015

49

Company has capabilities and credentials of executing

projects related to a structural part, systems engineering

and interior monument design.

As highlighted earlier, the Company has established strong

customer relations. It is operating Offshore Development

Centres (ODCs) for 2 OEMs. Apart from these, it also

works with other OEMs, and large Tier 1s. Across the

customers, AXISCADES approach has been to service

clients as engineering partners and not just be a service

provider. This has helped businesses grow with some

accounts and has firmly cemented our relationships with

several OEMs.

The offering to customers was further enriched with the

acquisition of Studec India, a partner to the France based

technical publications Company Studec, which has a

long term relationship with a major European OEM. As an

organisation, there has been knowledge enhancement and

significant gains from experience in technical publications.

The technical publication team brpares catalogues,

component maintenance manuals and service bulletins.

AXISCADES not only provides engineering services

at the design and testing stage but also extends it

across the product life cycle including activities during

testing, manufacturing engineering and service when in

commercial use. This includes taking on complete RNC or

concession activity.

Till today, the Company has serviced over 20 customers

including OEMs and Tier 1 suppliers.

Heavy Engineering

In Heavy Engineering, AXISCADES has close to three

decades experience working with major global OEMs

regions have gained 2 percentage points each.

Aerospace

A typical aerospace engineering value chain goes through

the following stages. It starts with a Concept Design stage,

followed by detail design and analysis, Manufacturing &

Assembly which then goes into the first article production

of flight test vehicles or FTVs, and finally serial production.

With a history of 10 years in the aerospace engineering

services space, the Company today has seamless

relationships with 3 of the major global OEMs. The

relationship is such that AXISCADES engineers ride the

OEMs’networks, access their PLM-PDM database and

are authorised to do certification for some of the OEMs on

behalf of their design community.

Over the years, the Company has worked on projects that

deal with a gamut of designs including primary structures,

secondary structure, interior design, electrical wiring

harness design and installation, mechanical systems and

galley structures. It has also done technical publications

validation and verification. To promote its services, the

Company participates in global trade fairs like Aero India

2015 and Farnborough Airshow 2014. In essence, the

AXISCADES participates at Farnborough Airshow 2014

(above)

AXISCADES participates at Aero India 2015 (above)

50

including the number one heavy engineering manufacturer

in the world. The services cut across multiple product lines

in earth moving equipment, construction equipment and

machinery dealing with drilling, mining and tunnelling.

The Company’ involvement extends right across the

value chain from concept design to proto-part building.

The service lines extend across a span of engagements

including product engineering for product development,

multiple design support activities, validating designs, virtual

manufacturing support and manufacturing engineering

solutions.

The life of heavy engineering machinery is usually very

long and consequently the period of development is also

on the higher side. AXISCADES works with customers

right from the conceptual introduction of a new product

initiative (NPI) to production and delivery. There is a lot

of value analysis and value engineering work that is done

post a delivery of a product. The services include design

for costing, communization, standardizing the parts, and

reducing the total cost of ownership of a product.

In terms of functions, AXISCADES has strong capabilities

with structures, electrical wiring harnesses, fluid lines,

interiors, cabins, design for costing, engine and powertrain.

There is also a strong team that works on the machine side

and on complete vehicle integration and configuration.

Today, the Company is working on major programmes

helping customers co-create and manage spend

effectiveness. The Company has so far serviced over 16

customers who are OEMs or Tier 1 suppliers.

Automotive and Industrial Products

In the automotive space, the Company undertakes

complete C2P as well as value engineering. It is a saturated

market with stiff competition. AXISCADES differentiates

itself by targeting the higher value segment of the market

by not just delivering regular engineering service but

proactively approaching customers for problems that are

more in the nature of research and development. In order

to successfully execute this, the Company has set up a

strong eco-system, which includes educational institutes

and R&D centres. Our problem solving capabilities are

highlighted by the fact that for one of the small cars plying

in India today, originally the noise levels were above

acceptable standards, which we solved for the Japanese

OEM supplier.

The Company has a strong relationship with a brmium

marquee European brand and continues to service them

effectively, and it is better geared to service the brmium

segment of vehicles primarily manufactured in Germany

or Japan.

In industrial products, the Company has an association

with one of the world’ largest renewable energy major.

AXISCADES has emerged as their number one offshore

vendor and is today servicing them in terms of two of their

leading platforms –2.3 MW and 7 MW wind turbines.

OPERATIONS

Since 2014-15, AXISCADES has gone through a process

of integration, where the different disparate businesses

have been brought together under one platform. The

integration process was successfully completed by

December 2014 and the last quarter of 2014-15 was the

first period of operations as an integrated entity.

The other focus has been on undertaking re-architecture

of the business organisation with a focus to create an

efficient, scalable and agile enterprise, which is critical to

penetrating the global engineering service space.

The first step in this direction has been to transform the

organisation form being structured around independent

business units (BUs) working as silos to a more

streamlined set up involving a sales organisation, a

delivery organisation and engineering back-end.

There has been a thrust on enhancing sales efforts. First,

the Company already has several existing clients where

there is potential to significantly enhance engagements.

Second, the Company today has a well-established

credential base to offer good value propositions and

expand to new geographies, new customers and new

sectors. In order to do this, the strength of the sales team

has been significantly increased during 2014-15.

The efforts on more aggressive sales and business

development have started to bear some fruit. The

Company is in the process of securing new deals for

starting offshore, dedicated development centres for a

large industrial products major and in the field of renewable

energy. In addition, during the course of 2014-15, the

Company successfully secured 5 new customer accounts

including a tier 1 supplier with US aerospace major and an

entry into the energy sector.

In addition to building a strong leadership team by

hiring well established people from globally recognised

companies in key positions like the Chief Executive, Chief

Financial Officer and Head of Engineering, the Company

also focused on strengthening the core capabilities and

knowledge base of the Company by hiring subject experts

and building the human resource asset base. While on one

hand these additions have increased fixed costs during

2014-15, on the other hand, this has helped improve

operating margins by doing more work in-house.

51

•Total Income increased by 3% to Rs.3,192.4

million in 2014-15. In this revenue, the proportion of

offshore has increased from 40% in 2013-14 to 44% in

2014-15. offshore services are more cost effective and

add to company margins.

•With increased hiring, employee costs increased

by 3.1% to Rs.2011.6 million. The full extent of the people

cost increase was not absorbed in 2014-15, as many people

have only been hired in the second half. However, other

expenses including administrative expenses has reduced

by 10.3% to Rs.746.1 million. Consequently, EBIDTA

margin as a ratio to total revenues/income increased from

10.2% in 2013-14 to 13.6% in 2014-15.EBIDTA increased

by 37.2% to Rs.434.7 million in 2014-15.

•Profit before tax and exceptional items increased

by 59.7% to Rs.317.8 million in 2014-15.

•Cash flow from operations increased by 89.1% to

Rs.309.4 million in 2014-15

•Basic and diluted Earnings Per Share (EPS) was

Rs.7.69

•The Return on Equity was 17.4%, while the Return

on Capital Employed was 26.1%

OUTLOOK

2014-15 has been about laying the foundation for the next

phase of accelerated growth. The market for engineering

services is immense and with primary location in India

and its pedigree in this business space, AXISCADES is

well positioned to capture the market opportunities and

grow sizably in the near future. However, it will require

meticulous execution and ability to take on competition,

which is also stiff.

PERFORMANCE HIGHLIGHTS

Table 1 gives the salient features of the Company’

performance, as a consolidated enterprise, in 2014-15

The HR practices have been geared to meet the specific

needs of an engineering service provider with ambitions

to attain global scale of operations. As an organisation,

AXISCADES intends to create an organisation where

every engineer gets to experience his aspirations. The

Company provides a platform for engineers to develop

themselves as they get to experience lot more diverse

industry segments and thus garner for themselves

accelerated professional acumen and growth. In order

to achieve this specific competence matrix, systems and

processes are being evaluated and institutionalised. This

internal organisation tool has also played a critical role in

business and organisational integration.

Another important initiative has been the creation of

a service line as part of the Engineering organisation.

This is primarily a layer of the organisation where the

principal knowledge resides. The team includes engineers

segregated in terms of functional expertise and their skills

are sector agnostic. Such an organisational backbone

allows for scaling up with a diversified industry focus that

brvents risk of economic down cycles in any specific

industry.

QUALITY AND CERTIFICATIONS

Quality Policy

AXISCADES aims to achieve Total Customer Satisfaction

through On-time delivery of innovative, cost effective and

defect free Engineering Services, Solutions and Products.

The Tagline and the Quality policy is as follows:

We deliver customer delight with ‘PEED’•Seamless integration of requirements

•Passion to innovate

•Enhancing processes and technologies

•Empowering talent

•Delivering quality, reliability and trust

Information Security Management System (ISMS) Policy

The Company is committed to conduct our business

by following the defined Risk Assessment method that

ensures the Confidentiality, Integrity and Availability of

our Organizational and Customers’Information, through

Controls, Compliance and Business Continuity by

consistently improving our people, processes, technology

and infrastructure.

Certifications and Approvals

•ISO 9001:2008

•AS 9100C

•ISO 27001:2005

•Aerospace OEM’ Design approval authority

Table 1: Financial Highlights (Rs. Million) - Consolidated

Consolidated

2014-15 2013-14

Total income 3,192.43 3,098.89

Total expenditure (before interest &

debrciation)

2,757.70 2,782.14

Earnings before interest, debrciation,

amortization and extra-ordinary items

434.73 316.76

Debrciation &amortization 93.35 81.63

Interest & finance charges 23.53 36.07

Earnings before Tax and Exceptional Items 317.84 199.05

Exceptional items 29.70 3.50

Profit before Tax (PBT) 288.14 195.55

Provision for Tax –Current & Deferred 90.06 35.76

Net Profit after Tax (PAT) 198.07 159.78

52

In terms of strategic developments, the Company has

a specific path forward. First, in 2014-15, 88% of the

revenues was from the top 10 customers. The company

has been conscious and plans to diversify its customer risk

profile with an aggressive sales push to grow its revenues.

Second, there has been a concerted move to servicing

customers across the product life cycle and move from

pure Time and Money contracts to Fixed Price and

partnership driven relationships including setting up of

dedicated Offshore Development Centres. Third, the

Company has primarily been servicing customers with

mechanical engineering solutions. There is immense

scope in extending the service offering to other domains

of engineering like Embedded, Validation and Verification,

Electronics, Avionics and the new found opportunities.

Such distribution of risks across functionality insulates the

Company from any market downturns.

While the Company will focus on enhancing its competency

base, it will also make all efforts to push for building

internal efficiencies and improve margins. This will involve

increasing proportion of offshore work.

RISKS

At the business and operational level there are several

risks that are inherent to any business. These are typically

transactional in nature. These risks are managed through

internal processes and controls. The entire risk profile of

the Company is governed by risk management system

that highlights important risks to the Board of directors

for effective mitigation or management measures. Apart

from that, there are certain broader risks that affect the

Company’ strategy

Market risks: As of today, the Customers’business is

largely concentrated with a few players. The management

is working on a major sales push to diversify this revenue

concentration.

Man-power risks: The entire business focuses on the

knowledge of its engineer employees. Inability to attract

talent at an effective cost that can deliver necessary

outputs is a risk continuously associated with the business.

Most of the operational activities is centred on developing

an organisation that can meet this challenge.

Technology risks: In such an industry there is always the

risk of a disruptive technology making certain services

redundant. Continuous institutionalised knowledge

building and widened spectrum of activities are a hedge

against such developments

Reputational risks: Any developments like poor service,

massive failures on delivery or even IPR theft are risks

associated with the brand value of the organisation..

The Company has incorporated effective processes and

systems including adopting global quality norms to offset

this.

Data Security Risk: In a partnership business, especially

in engineering services, there are risks associated with

handling and accessibility of data. The Company has a

specific quality certified process that ensures data security.

Currency Exchange risks: This is inherent to any global

business due to changes in foreign exchange rates, and

liquidity. The Company has adequate policy, procedure,

and systems in place to forecast, analyse, assess,

evaluate and take proactive steps to deal with all types of

financial risks.

Regulatory and Safety Risk: Changes in laws, regulations,

policies and other Governmental actions could affect the

Company’ operation periodically. These laws, regulations

and policies include those affecting environmental matters,

employee welfare, safety, wastage emissions etc. The

Company has ensured compliance of all applicable laws.

CORPORATE SOCIAL RESPONSIBILITY

Inspired by the opportunity to contribute to a more secure

and sustainable future for all, AXISCADES has initiated

a structured Corporate Social Responsibility initiative

in 2014-15. This initiative was formalized through the

AXISCADES Corporate Social Responsibility Policy.

The core focus behind all AXISCADES CSR initiatives is to

fulfil two objectives - social and economic inclusion of the

most vulnerable in society and environmental sustainability.

The year 2014-15 was about putting the structure in place

for effective implementation in the future.

To begin with, the cause in focus will be empowering

underprivileged children. As the CSR capacity ramps up

over the next year, the Company shall expand its activities

to include the other causes especially to do with improving

employability of the differently abled and with environment

management.

AXISCADES recognized that in order to achieve maximum

impact with the available resources, the Company needed

to partner with specialized organizations in the cause

focus areas identified. After a rigorous selection process,

the following organizations were selected as AXISCADES

CSR partners for FY15:

a) Dream A Dream

Dream a Dream is an award-winning, professional

charitable trust registered and based out of Bangalore.

Dream A Dream has worked tirelessly since its inception in

53

and execute the engagement events for the year. The first

CSR event under the structures CSR activity for the year

was organized at Blossom Public School, one of Dream

A Dream partners, on the 16th of May 2015. Employees

from AXISCADES interacted with the children and helped

them script and perform short plays, helping them learn

important life-skills like teamwork, leadership and taking

initiative.

INTERNAL CONTROL AND ITS ADEQUACY

AXISCADES has a proper and adequate system of internal

controls to ensure that all assets, including intellectual

property, are verified to ensure their veracity, safeguarding

1999, to provide life-skills to young people from vulnerable

backgrounds.

b) Make A Difference

Make A Difference is a pan-India organization that

mobilizes young leaders to ensure equitable outcomes for

children in shelter-homes and orphanages.

CSR core teams were formed in different locations to plan

AXISCADES employees at CSR Activity (above)

AXISCADES employees at CSR Activity (above)

and protection against loss from unauthorised use

or disposition. The Company’ internal control is

supplemented by an extensive programme of internal

audits, periodic review by management and documented

policies, guidelines and procedures. The internal auditors’report their findings to the Audit Committee of the Board of

Directors. The internal controls are designed to ensure that

financial and other records are adequate and authentic for

brparing financial disclosures.

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis

describing the company’ objectives, projections, estimates

and expectations may be ‘orward looking statements’within the meaning of applicable laws and regulations.

Actual results might differ substantially or materially from

those exbrssed or implied. Important developments that

could affect the company’ operations include a downtrend

in the industry global or domestic or both, significant

changes in political and economic environment in India or

key markets abroad, tax laws, litigation, labour relations,

exchange rate fluctuations, interest and other costs.

54

CORPORATE

GOVERNANCE

55

Introduction

Your Company’ philosophy on Corporate Governance is about its commitment to values and ethics in business

conduct which stems from the culture, policies, practices, voluntary adherence to ethical standards and mindset of an

organization. Your Board strongly believes that effective corporate governance practices constitute the strong foundation.

Your Company has a strong legacy of fair, transparent and ethical governance practices. The company’ primary

objective is to create and adhere to a corporate culture of fairness and transparency in actions of the management

which are the key to enhancing shareholders value and discharge of social responsibility.

Your Directors are pleased to inform the implementation of the new corporate governance code which came into effect

from October 1, 2014 and report the compliances as required under Clause 49 of the Listing Agreement as follows:

I. BOARD OF DIRECTORS

Composition of the Board

“orporate Governance is concerned with holding the balance between economic and social goals

and between individual and communal goals. The corporate governance framework is there to

encourage the efficient use of resources and equally to require accountability for the stewardship

of these resources. The aim is to align as nearly as possible the interest of individuals, corporations

and society”- Sir Adrian Cadbury in Global Corporate Governance Forum, World Bank 2000

1. Mr. Kaushik Sarkar was a Director from September 12, 2014 to June 25, 2015.

2. Mr. Amit Gupta was appointed as Additional Director with effect from September 12, 2014.

3. Mr. S. Ravinarayanan resigned as Director & Chairman from the Board of the company with effect from

21st June 2014 and Dr. Vivek Mansingh was appointed as the Director & Chairman of the Board of the Company

w.e.f 23rd June 2014.

4. Mr. Srinath Batni appointed as Additional Director with effect from August 8, 2014.

5. Mrs Vimmi Mittal Trehan appointed as Additional Director with effect from March 30, 2015

Mr. P Hemanth Polavaram, resigned as Director w.e.f. 15th November 2014.

As on 31st March 2015, the Company’ Board comprised of the following category of Directors in conformity with clause

49 of the Listing Agreement:

Report on Corporate Governance

Category Directors

Executive director Mr. Valmeekanathan S. (CEO & Director)

Mr. Kaushik Sarkar (CFO & Director)1

Non- Executive directors Mr. Rohitasava Chand

Mr. Kedar Nath Choudhury

Mr. Amit Gupta2

Independent Directors Dr. Vivek Mansing3, Chairman

Mr. Pradeep Dadlani

Mr. Kailash M. Rustagi

Mr. Srinath Batni4

Mrs. Vimmi Mittal Trehan5

56

None of the Directors are related inter-se. The changes in the composition of the Board of Directors that took place

during the year have been duly informed to the Stock Exchanges from time to time.

Directorships and Chairmanships/ Memberships of Committees of other companies as on 31.03.2015

The directorships / committee membership held in public limited companies and subsidiaries of public companies are

only considered. And directorships / committee membership held in private companies, Section 8 Companies and foreign

companies are excluded. Committee memberships includes only Audit Committee and Stakeholders Committee.

As per the declarations furnished by the Directors none of directors of the Company is a member of more than 10

committees (including in the Company if any)and chairman of not more than 5 such committee.

Board Meetings

During the financial year ended March 31, 2015 Nine (9) Board meetings were held and gap between any two meetings

was not more than 120 days. Adequate notice is given to all directors to schedule the Board Meetings together with

agenda and detailed notes on agenda in compliance with the provisions of Companies Act, 2013, and a system exists for

seeking and obtaining further information and clarifications on the agenda items before the meeting and all the directors

are facilitated to participate meaningfully at the meetings.

S.

No.

Name of the Directors No. of other Directorship as

on 31.03.2015

No of Membership of

Committees in other

companies as on 31.03.2015

1 Dr. Vivek Mansingh NIL NIL

2 Mr. Valmeekanathan S. 1 NIL

3 Mr. Rohitasava Chand 1 1

4 Mr. Kedarnath Choudhury 2 1

5 Mr. Amit Gupta NIL NIL

6 Mr. Pradeep Dadlani 1 1

7 Mr. Kailash M. Rustagi NIL NIL

8 Mr. Srinath Batni 1 1

9 Mrs. Vimmi Mittal Trehan NIL NIL

57

The dates of the Board Meeting & participation thereat is as under:

The attendance of Directors at Board Meetings, Committees Meetings and at the last AGM, during the year

ending March 31, 2015

Sl. No. Dates Total

Directors as

on the date

of meeting

Presence Presence Presence

Executive

Directors

Non-Executive

Directors

(other than

Independent

Directors)

Independent

Directors

1. May 6, 2014 7 1 3 2

2. May 26, 2014 adjourned to May

30, 2014

7 1 1 3

3. June 23, 2014 7 1 2 4

4. July 09, 2014 7 - 2 2

5. August 08, 2014 8 1 2 3

6. September 09, 2014 8 1 2 4

7. November 11, 2014 10 2 3 4

8. February 09, 2015 9 2 3 4

9. March 30, 2015 10 2 2 2

Name of the Director Board Stakeholders’Relationship

Committee

Audit

Committee

Nomination &

Remuneration

Committee

CSR

Committee

Attendance

at Last AGM

No of meetings held during the

year

9 5 5 4 1

Dr. Vivek Mansingh

w.e.f June 23,2014)

6 NA 2 NA NIL Present

Mr. Valmeeka Nathan S. 8 NA NA NA NA Present

Mr. Kaushik Sarkar

(w.e.f. September12,2014)

3 NA NA NA NA NA

Mr. Rohitasava Chand 7 3 NA 3 NIL Present

Mr. K.M. Rustagi 7 5 5 3 1 Present

Mr. Pradeep Dadlani 8 5 5 3 1 Present

58

•Committees were reconstituted on September 9, 2014.

Board Diversity

The Company recognizes the need for diversified Board in its success and continuity. Keeping this in view the Company

has cultivated a policy to induct persons drawn from diverse fields, having experience and expertise in their respective

fields, and men who have achieved excellence and success. The brsent Board achieves this quality to a large extent.

The Board of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and

Independent Directors.

Independent Directors

The Board consists of Five (5) Independent Directors, out of them one is woman Director. The Independent Directors

meet at least once in every financial year without the brsence of other Directors or management personnel to discuss

matters pertaining to Company’ affairs, evaluation of performance of the Board and their own and place their views

regarding governance of the Company at the Board. During the year the Independent Directors have met once.

Name of the Director Board Stakeholders’Relationship

Committee

Audit

Committee

Nomination &

Remuneration

Committee

CSR

Committee

Attendance

at Last AGM

Mr. Kedar Nath Choudhury 9 1 5 4 NA Present

Mr. Srinath Batni

(w.e.f. August.08,2014)

4 2 2 1 NA Present

Mr. Amit Gupta

(w.e.f. September12, 2014)

3 NA NA 1 NA NA

Mrs. Vimmi M. Trehan

(w.e.f. March 30,2015)

NIL NA NA NA NA NA

Mr. S. Ravinarayanan

(up to June 21, 2014)

1 NA NA NA NA NA

Mr. P. Hemanth Polavaram

(up to November 15, 2014.)

3 NIL 1 1 NA Absent

59

Code of Conduct

The Board has laid down a combrhensive Code of Conduct

applicable to all board members including Independent

Directors, senior management employees of the company.

The code of conduct is available on the website of the

company www.axiscades.com. All board members and

senior management personnel have affirmed compliance

with the Code of Conduct. A declaration signed by the

Chief Executive Officer (CEO) to this effect is furnished at

the end of this report.

Internal Code of Conduct for Prevention of Insider

Trading

Pursuant to the provisions of SEBI (Prohibition of Insider

Trading) Regulations, 2015 which has come into force

with effect from 15.05.2015 the Company has formulated

a Code of conduct to regulate, monitor and report trading

by its employees, directors and other connected persons

and the same is posted and is accessible on the website

of the Company at www.axiscades.com.

The Company closes its trading window seven days prior

to the Board meeting to approve and declare quarterly

financial results and till 48 hours after the publication of

such results.

As required under Regulation 8(1) of SEBI (Prohibition

of Insider Trading Regulations, 2015) the Company has

also formulated Code of practices and procedures for fair

disclosure of unpublished price sensitive information and

the same is posted and is accessible on the website of the

Company at www.axiscades.com

Familiarization program/Training for Directors

In compliance with the provisions of Clause 49 (II) of

the Listing Agreement, the Company has formulated a

Directors’familiarization program, whereby, directors

are inducted through a suitable process covering, interalia,

their roles, responsibilities and liabilities, nature of

the industry in which the Company operates, business

model of the Company. Efforts are made to ensure that

every director has the ability to understand basic financial

statements and information and related documents/

papers.

Besides this, the Board also adopts suitable methods to

enrich the skills of directors from time to time. All new nonexecutive

directors inducted into the Board are given an

orientation. Presentations are made by various executive

directors and senior management giving an overview

of our operations to familiarize the new non-executive

directors with the operations. The new non-xecutive

directors are given orientation about our services, group

structure and subsidiaries, our constitution, Board

procedures and matters reserved for the Board, our

major risks and risk management strategy. The Board of

Directors are also updated on all business-related risks,

challenges and initiatives. The text of the policy and

program is posted on the website of the Company at:

http://axiscades.com/investors_data/corp_gov_report/

ID%20Familiarisation%20Programme.pdfm

Succession Planning

Nomination and Remuneration Committee recommends to

the Board from time to time on long term succession plan

and also contingency plan in case of exigencies, relating

to both Board as well as Executive management.

Retirement policy

The retirement age of the Directors is fixed by the Board

of Directors in consultation with the Nomination and

Remuneration Committee.

60

II. BOARD COMMITTEES CONSTITUTION: As on 31st March 2015

The role of all the above committees of the Board has been defined as guided by the Companies Act, Listing Agreement

and other regulations. Any addition to the scope of the committee is approved by the Board. Detail functioning of the

committees are detailed below:

Audit Committee:

The constitution of the Committee meets the requirements of provisions of Clause 49 of Listing Agreement as well as

Section 177 of Companies Act, 2013. The members of the Committee possess required financial literacy, expertise and

accounting background. The Chairman of the Audit Committee is an Independent Director. The Chairman of the Audit

Committee was brsent at the last AGM held on September 09, 2014. The committee was reconstituted on September

9, 2014.

Terms of reference:

The Term of reference of Audit Committee approved by the Board, has laid down following functional responsibilities:

a) Overall review of financial reporting process disclosure of information to ensure correct, complete and credible

financial statements.

b) Review of quarterly/annual results and financial statements of the Company and Auditors’report before recommending

the same to the Board of Directors.

c) Review of statement of management discussion & analysis of financial conditions and results of operation, review of

Sl No Name of the Director Category Stakeholders’Relationship

Committee

Audit

Committee

Nomination &

Remuneration

Committee

CSR

Committee

1 Dr. Vivek Mansingh Independent Member Chairman

2 Mr. K.M. Rustagi Independent Member Chairman Member

3 Mr. Srinath Batni Independent Member Member Chairman

4 Mr. Pradeep Dadlani Independent Chairman Member Member Member

5 Mr. Rohitasava Chand Non-Executive Member Member

6 Mr. Kedarnath

Choudhury

Non- Executive Member Member

7 Mr. Amit Gupta Non-Executive Member

8 Mrs. Shweta Agrawal CS* CS CS CS CS

*CS: Company Secretary

61

directors’responsibility statements, changes in accounting

policies and practices,

d) Approval of related party transactions

e) Recommending to the Board the appointment, reappointment

remuneration and terms of appointment

of auditors and internal auditor and fixation of audit fee,

review and monitoring of their independence, performance

and process. Review of performance of statutory and

internal auditors, adequacy of internal control systems,

adequacy of internal audit function, structure of internal

audit organization, discussions with internal and Statutory

auditors, review of internal auditors and statutory auditor’

notes and review of internal audit investigations, if any

and weakness or failure of internal control systems, if any

reported by audits.

f) Scrutiny of inter- corporate loans and investments

g) Valuation of undertakings or assets of the Company,

whenever necessary.

h) Evaluation of internal financial controls and risk

management system.

i) Monitoring the end use of funds raised by the Company,

if any.

j) Monitoring and review of whistle blower policy and

mechanism.

k) Any other function as may be specifically entrusted to

by the Board.

Powers

The Audit Committee charter has vested with the Committee

the following powers for its effective functioning:

1. To investigate any activity within its terms of reference.

2. To seek information from the management, auditors,

internal auditors and employees of the company.

3. To obtain outside legal or expert advice and to engage

experts from outside.

Meetings

The Audit Committee meets once in a quarter normally

and has held five (5) meetings during the year. The gap

between two meetings has not exceeded 4 months.

The rebrsentatives of Auditors, Internal Auditors, CFO,

regularly attend the Audit Committee meetings. The

proceedings and recommendations of the Audit Committee

are placed before every quarterly Board meeting and

are confirmed and recommendations are considered by

the Board. The Audit Committee also holds independent

discussions with Auditors/Internal Auditors.

Nomination & Remuneration Committee

The Committee was reconstituted on September 9, 2014.

The constitution of the Committee is in conformity with the

provisions of Section 178 of Companies Act, 2013. The

Chairperson of the Committee is an Independent Director

and was brsent at the last AGM held on September 9,

2014.

Functions

The Committee is primarily responsible to oversee

nomination process for appointments to the Board and

Executive management and key managerial personnel

and laying down a sound policy for Board and executive

remuneration. Its terms of reference approved by the

Board of Directors inter alia include:

i. Formulation of criteria for determining qualifications,

positive attributes and independence of a Director;

ii. Devising a policy on Board Diversity and balanced Board

iii. Identification of suitable persons for appointment to the

Board and senior management positions in accordance

with the criteria laid down and recommending their

appointment to the Board;

iv. Formulation of criteria for evaluation of Independent

Directors and the Board.

v. Formulating and recommending to the Board a policy

of remuneration to directors, key managerial personnel,

senior management and other employees;

vi. Evaluating the performance of a director and recommend

their appointment or removal to the Board.

Meetings

The Nomination and Remuneration Committee meets on

need basis and has met four (4) times during the year. The

proceedings of the committee have been placed before

the Board and the recommendations of the committee

have been considered by the Board.

Stakeholders’Relationship Committee

The Committee was reconstituted on September 9, 2014.

The constitution of the Committee is in conformity with the

provisions of Section 178 of Companies Act, 2013. The

Chairperson of the Committee is an Independent Director

62

and was brsent at the last AGM held on September 9,

2014.

Functions

The main function of Stakeholders’Committee is to review

and resolve the grievances of the securities holders of

the company. The Committee also oversee share transfer

process.

Meetings

Normally the Committee meets every quarter and has

met five (5) times during the year. The proceedings and

recommendations of the Committee have been placed

before the Board at every quarterly meeting.

Corporate Social Responsibility Committee (CSR

Committee)

In compliance with the provisions of the Companies

(Corporate Social Responsibility Policy) Rules 2013, the

Company constituted a Corporate Social Responsibility

Committee.

Functions:

The principal functions of the committee include:

i. Formulation and recommendation of CSR policy for

undertaking CSR activities permitted under the provisions

of Companies Act 2013;

ii. Recommendation of CSR spend on each,

iii. Monitoring the CRS activities and the implementation

of the policy.

Meetings

The Committee has met once during the year ended 31

March, 2015. The Committee has recommended a CSR

Policy of the Company which has been approved by the

Board. The policy is posted on the website of the Company

and is accessible at www.axiscades.com

Evaluation of performance of Director/Board

During the year, the Board, on recommendation of the

Nomination and Remuneration Committee, the Board

adopted a formal mechanism for evaluating its performance

as well as that of its committees and individual Director

including Independent Director and Chairman of the Board.

The policy envisages evaluation process to be undertaken

generally once at the end of the year and if needed for the

purpose of recommending for reappointment, removal etc.

at such time as may be desired by the Board.

The various criteria laid down in the policy for

evaluation of a Director/Board are briefly stated below:

Criteria for evaluation of a Director

1. Attendance and contribution at Board and Committee

meetings of a Director.

2. His/her stature, appropriate mix of expertise, skills,

behavior, experience, leadership qualities, sense of

sobriety and understanding of business, strategic direction

to align company’ value and standards.

3. His/her knowledge of the industry ,finance, accounts,

legal, investment, marketing, foreign exchange/ hedging,

internal controls, risk management, assessment and

mitigation, business operations, processes and Corporate

Governance.

4. His/her ability to create a performance culture that drives

value creation and a high quality of debate with robust and

probing discussions.

5. Effective decisions making ability to respond positively

and constructively to implement the same to encourage

more transparency.

6. Ability to open channels of communication with executive

management and other colleague on Board to maintain

high standards of integrity and probity.

7. Recognize the role which he/she is expected to play,

internal Board Relationships to make decisions objectively

and collectively in the best interest of the Company to

achieve organizational successes and harmonizing the

Board.

8. His/her global brsence, rational, physical and mental

fitness, broader thinking, vision on corporate social

responsibility etc.

9. Quality of decision making on understanding financial

statements and business performance, raising of finance,

best source of finance, working capital requirement, forex

dealings, geopolitics, human resources etc.

10. His/her ability to monitor the performance of

management and satisfy himself with integrity of the

financial controls and systems in place by ensuring right

level of contact with external stakeholders.

11. His/her contribution to enhance overall brand image of

the Company.

Criteria for evaluation of whole Board & Committee

1. Board/Committee constitution and composition, its

diversity in terms of skills, experience, gender, age,

qualification, nature of job.

2 .Effectiveness of discussion and taking objective decision

63

2014. The revised policy was adopted on September 9,

2014.

The Policy sets out the guiding principles for Nomination

and Remuneration Committee for recommending to the

Board, remuneration of the Executive Management of the

Company.

Policy on Directors’Remuneration

The Non- Executive / Independent Director may receive

remuneration by way of sitting fees for attending meetings

of Board or Committee thereof. The amount of such fees

shall not exceed the limits as may be brscribed by the

Central Government from time to time.

An Independent Director shall not be entitled to any stock

option of the Company

The Board shall, on the recommendation of the Nomination

and Remuneration Committee, review and approve the

remuneration payable to the Non- Executive Directors

within the overall limits approved by the shareholders.

Remuneration to Executive Directors and Key

managerial personnel

The remuneration structure to the Executive Directors and

Key managerial Personnel shall consist of:

i) Basic pay

ii) Perquisites and allowances

iii) Performance based Variable Pay

iv) Retiral benefits

The Board shall, on the recommendation of the Nomination

and Remuneration Committee, review and approve the

remuneration payable to the Executive Directors and KMP

within the overall limits approved by the shareholders.

Remuneration to other employees

The employees shall be assigned grades according to

their job profile, job requirements, skill sets, qualifications,

experience, competencies and responsibilities and

remuneration levels brvailing for similar jobs in the

Industry and other similar organizations. An individual

employee will be fixed in the appropriate grade with

promotional opportunities in consonance with his growth

in the organization.

The remuneration structure shall consist of Basic salary,

Flexible Benefit Plan, Performance based Variable pay

and retiral benefits.

on the agenda.

3. Effectiveness of processes, participation, flow of

information, recording of votes, familiarization, attendance

etc.

4. Measure taken to ensure adequate protection to

shareholders rights.

5. Compliance with relevant laws and regulations through

appropriate system of control.

6. Board’ / Committee’ focus

In compliance with clause 49 of the Listing Agreement,

the performance evaluation for the year ended March 31,

2015 was carried out during June, 2015. The Nomination

and Remuneration Committee carried out evaluation of

performance of Individual Directors (including Independent

Directors) on the basis of the criteria for evaluation of

a Director laid down in the Policy and reported their

findings to the Board. The Board, on the basis of the

recommendations of the Nomination and Remuneration

Committee, reviewed the performance of individual

directors and carried out the evaluation of performance of

the Board as a whole and that of all the Committees based

on the criteria laid down for the Board/Committee in the

Policy.

Nomination and Remuneration Policy

The Company is a Service Industry and therefore

Company’ policy strives to consider human resources as

its invaluable assets and to pay equitable remuneration

to all Directors, Key Managerial Personnel (KMP) and

employees of the Company.

In terms of the provisions of the Companies Act, 2013

and Clause 49 of Listing Agreement, the Nomination and

Remuneration Committee has formulated the policy on

nomination and remuneration of Directors, Key Managerial

Personnel and Senior Management (if any) and the same

is approved by the Board of Directors from time to time.

The Policy aims to ensure that the level and composition

of remuneration package brvailing in the Company is

reasonable and adequate to attract, retain and motivate the

employees, to ensure that the remuneration corresponds

to performance and that the fixed and variable components

of the remuneration is benchmarked and balanced to

achieve short term and long term performance objectives

of the Company.

With the above objectives the policy was formulated by the

Nomination and Remuneration Committee and adopted by

the Board of Directors at its meeting held on 23rd June

64

The Board shall, on the recommendation of the Nomination

and Remuneration Committee, review and approve the

remuneration structure and grades from time to time.

Policy for determining “aterial”subsidiaries

In accordance with the provisions of revised Clause 49

of the Listing Agreement, the Company has formulated a

policy for determining material subsidiary which is posted

on the website of the Company and is accessible at:

http://axiscades.com/investors_data/corp_gov_report/

ACET_Material_Subsidiary_Policy.pdf

The Company identifies material subsidiaries and

significant transactions once in a year based on the

brvious audited financial statements. Accordingly the

exercise has been carried out during the year based

on the audited financial statements for 2014. There is

one material subsidiary identified during the year. The

statement of significant transactions, if any, are placed

before the Audit Committee/Board periodically.

Policy on materiality and dealing with Related Party

Transactions

In terms of the provisions of Companies Act, 2013 and

the rules made there under and revised Clause 49 of

Listing Agreement the Company has formulated Policy on

Materiality and dealing with Related Party Transactions w.

e. f. October 1, 2015 which is placed and accessible on the

Company’ website at

http://axiscades.com/investors_data/corp_gov_report/

ACET_RTP_Policy.pdf

The policy inter alia, identifies transactions ‘n ordinary

course of business’and ‘ransactions at arm’ length’ lays

down the approval matrix applicable to such transactions,

procedure for identification of related parties, procedure

for identification of related party transaction, procedure

for reporting and review and approval of related party

transactions by the Audit Committee and the Board.

All Related Party Transactions must be reported to the

Audit Committee for its prior approval in accordance with

this Policy. The Committee shall review the transaction and

report the same for approval of the Board and shareholders,

if required, in accordance with the Policy. However, the

Audit Committee may grant omnibus approval for Related

Party Transactions proposed to be entered into by the

company subject to the certain conditions. The details of

the Policy are available on the website of the Company.

III. DISCLOSURES

Related party transactions

Details of all material transactions with related parties are

being disclosed quarterly along with the compliance report

on corporate governance.

There were no materially significant related party

transactions between the Company and directors, the

key managerial personnel, management executives,

subsidiaries or relatives or which may have potential

conflict with the interest of the company at large except

as disclosed in AOC- 2 attached to the Directors’Report.

Remuneration to Directors

Remuneration to Non-Executive Directors

The Independent Directors are paid a sitting fee of

Rs. 50,000/- each for every Board/Committee meeting

attended by them and other non-executive directors are

entitled to a sitting fee of Rs. 20,000/- for every Board/

Committee Meeting attended by them w. e. f. September

9, 2014. Till then all the Non-Executive Directors (including

Independent Directors) were entitled to a sitting fee of Rs.

20,000/- for every Board and Audit Committee meeting of

which they are member and is attended by them. Apart

from this, at brsent, no other remuneration is being paid

to Non- Executive Directors. No stock options have been

given.

Sitting fees paid to Non- Executive Directors during

FY 2014 -2015

Sl No Name Amount in

Rupees

1 Dr. Vivek Mansingh 3,10,000

2 Mr. K.M. Rustagi, 5,60,000

3 Mr. Pradeep Dadlani 5,80,000

4 Mr. Srinath Batni 4,20,000

5 Mr. Rohitasava Chand, 1,80,000

6 Mr. Kedarnath Choudhury 3,00,000

7 Mr. Amit Gupta 80,000

8 Mrs. Vimmi Mittal Trehan -

9 Mr Ravinarayanan 20,000

10 Mr P. Hemanth Polavaram 80000

Total 25,30,000

65

Remuneration to Wholetime directors (FY 2014-15)

*For the period September 12, 2014 to March 31, 2015

None of the Directors hold shares in the Company.

IV. GENERAL MEETINGS

The particulars of the last three Annual General Meetings are:

Particulars of remuneration Mr. Valmeekanathan

Director & CEO

Mr. Kaushik Sarkar

Director & CFO*

Salary 90,00,000 31,65,500

Perquisites and benefits like, P. F., Gratuity, Leave

Travel, Medical etc.

10,80,000 3,79,860

Performance Linked Variable Pay) 15,00,000 4,11,884

Performance criteria Linked to performance of the

Company during the year.

Linked to performance of the

Company during the year.

Notice period 3 Months 3 Months

Severance pay Nil Nil

Stock options Nil Nil

Total remuneration paid during the year 2014 -15 1,15,80,000 39,57,244

Nature of meeting Date and time Venue of the meeting Special Resolutions passed

Twenty Second Annual

General Meeting

September 20, 2012;

11.30 a.m.

Lakshmipat Singhania

Auditorium, Sri Fort Road,

New Delhi –10016 India

NIL

Twenty Third Annual

General Meeting

July 29, 2013; 11.30

a.m.

Lakshmipat Singhania

Auditorium, , Sri Fort Road,

New Delhi –10016 India

Appointment of Mr. S.

Ravinarayanan as the Chairman

and CEO of the company w.e.f.1st

April 2014 for 3 years.

66

Postal Ballots

Nature of meeting Date and time Venue of the meeting Special Resolutions passed

Twenty Fourth Annual

General Meeting

September 9, 2014;

3.30 p.m.

Sri Sathya Sai International

Center and School, Pragati

Vihar, Lodhi Road, New

Delhi 110003- India

1. Approval of appointment/

remuneration of Mr.

S.Valmeekanathan as Director

and CEO.

2. Authority to the Board to

exercise Borrowing powers.

3. Authority to the Board to create

mortgage or charge on the

Assets of the Company

4. Approval of Related Party

Transactions

Special resolution Votes cast in

favour

Votes cast

against

Date of declaration

of the results

Number of

votes cast

% Number of

votes cast

%

Approving the change of name of the

company from Axis-IT & T limited to

AXISCADES Engineering Technologies

Limited

1,33,50,608 100% 0 0 June 16, 2014

Approving the appointment and

Remuneration of Mr. Kaushik Sarkar,

as Director and CFO of the Company.

20,952,963 99.99% 450 0.01 January 12, 2015.

67

Procedure of postal ballot

Postal Ballot Dt: May 8, 2014 Postal Ballot Dt: December 1, 2014

Board of Directors decided to change the Name

of the Company in its meeting held on March 27,

2014 and proposed to seek the approval of the

shareholders through Postal Ballot pursuant to

Section 110 of Companies Act 2013 read with Rule

22 of Companies (Management & Administration)

Rules 2014 (MGT), in their meeting held on May

6, 2014.

Board of Directors proposed to seek the approval

of the shareholders for appointment of Kaushik

Sarkar as Director & CFO through Postal Ballot

pursuant to Section 110 of Companies Act 2013

read with Rule 22 of Companies (Management &

Administration) Rules 2014 in their meeting held

on November 11, 2014.

The Board approved the Notice of Postal Ballot

and authorised the Company Secretary to sign

and issue the Notice of Postal Ballot. The Board

also appointed Mr. Anant Khamankar, Proprietor

of M/s Anant B Khamankar & Co., Company

Secretaries, and Mumbai as the Scrutinizer for

conducting the postal ballot process in a fair and

transparent manner.

The Board approved the Notice of Postal Ballot

and authorised the Company Secretary to sign

and issue the Notice of Postal Ballot. The Board

also appointed Mr. Anant Khamankar, Proprietor

of M/s Anant B Khamankar & Co., Company

Secretaries, and Mumbai as the Scrutinizer for

conducting the postal ballot process in a fair and

transparent manner.

The Notice of Postal Ballot was dispatched to all

the shareholders by permitted mode(completed on

May 15, 2014) and a Public Notice of completion of

dispatch of Postal Ballot was published pursuant

to Rue 20 of MGT Rules in one English daily

and in one vernacular daily along with necessary

particulars on May 16, 2014.

The Notice of Postal Ballot was dispatched to all

the shareholders by permitted mode(completed

on December 10, 2014) and a Public Notice

of completion of dispatch of Postal Ballot was

published pursuant to Rue 20 of MGT Rules in one

English daily and in one vernacular daily along

with necessary particulars on December 11, 2014.

In compliance with Clause 35B of Listing

Agreement and the provisions of Section 108 of

the Companies Act 2013 read with Rule 20 of MGT

Rules the Company had provided e-voting facility

for remote e-voting and a detailed instructions

on e-voting had been attached to the Notice of

Postal Ballot. The Company had appointed Karvy

Computershare Private Limited, Hyderabad to

provide e-voting facility for conduct of e-voting.

In compliance with Clause 35B of Listing

Agreement and the provisions of Section 108 of

the Companies Act 2013 read with Rule 20 of MGT

Rules the Company had provided e-voting facility

for remote e-voting and a detailed instructions

on e-voting had been attached to the Notice of

Postal Ballot. The Company had appointed Karvy

Computershare Private Limited, Hyderabad to

provide e-voting facility for conduct of e-voting.

68

Postal Ballot after 31st March 2015

The Board of Directors of the Company have proposed a Special resolution to seek approval of the shareholders

(subject to the approval of the Central Government) through Postal Ballot for change in the situation (shifting) of the

Registered office of the Company from NCT of Delhi to the State of Karnataka. The result of the Postal Ballot has been

declared on 19th May, 2015 and Special resolution has been approved by the shareholders.

Postal Ballot Dt: May 8, 2014 Postal Ballot Dt: December 1, 2014

The Postal Ballot including e-voting was kept open

from May 16, 2014 to June 14, 2014.

The Postal Ballot including e-voting was kept open

from December 11, 2014 to January 9, 2015.

After the closure of the Postal Ballot voting period

at 5.00 P.M. on June 14, 2014 the e-votes cast

were downloaded by the Scrutinizer and the

Ballots received were scrutinized and a Report

was rendered by the Scrutinizer on June 16, 2014

After the closure of the Postal Ballot voting period

at 5.00 P.M. on January 9, 2015 the e-votes cast

were downloaded by the Scrutinizer and the

Ballots received were scrutinized and a Report

was rendered by the Scrutinizer on January 12,

2015.

On the basis of the Report of the Scrutinizer the

Chairman announced the results of the Postal

Ballot on June 16, 2014 and declared that the

resolution was carried by requisite majority. The

results were forwarded to the Stock Exchanges

and was posted on the Website of the Company at

www.axiscades.com and on the Website of Karvy

along with a copy of the report of the Scrutinizer

on that date.

On the basis of the Report of the Scrutinizer the

Chairman announced the results of the Postal

Ballot on January 12, 2015 and declared that the

resolution was carried by requisite majority. The

results were forwarded to the Stock Exchanges

and was posted on the Website of the Company at

www.axiscades.com and on the Website of Karvy

along with a copy of the report of the Scrutinizer

on that date.

Special resolution Votes cast in favour Votes cast against Date of

declaration

of results

Number of

votes cast

% Number of

votes cast

%

Approving Change in the

situation of the Registered office

of the company from NCT of

Delhi to the State of Karnataka.

16,652,991 100% 06 0 May 19, 2015

69

Procedure of postal ballot

Investors’grievances and Share transfers

The grievances of shareholders are considered and redressed by the Stake holders Relationship Committee in their

meetings held from time to time. The Company has received only one shareholder complaint during the year which has

been resolved. There are no pending Investor complaints. A certificate from a Practicing Company Secretary pursuant

to Clause 47( c ) of the Listing Agreement to the effect that all the transfers have been effected within 15 days from the

lodgment of documents for transfer or otherwise is obtained and filed with the Stock Exchanges every half year ended

September 30, and March 31.

Reconciliation of Share capital

The Company has obtained and filed with the Stock Exchanges Report of Reconciliation of Share Capital Audit conducted

by a Practicing Company Secretary pursuant to Regulation 55 of SEBI (Depositories & Participants) Regulations 6 for

all the quarters during the year.

Postal Ballot Dt: March 30, 2015

Board of Directors decided to change the situation of the Registered office of the company from NCT of

Delhi to the State of Karnataka, and proposed to seek the approval of the shareholders through Postal

Ballot pursuant to Section 110 of Companies Act 2013 read with Rule 22 of Companies (Management &

Administration) Rules 2014 in their meeting held on March 30, 2015.

The Board approved the Notice of Postal Ballot and authorised the Company Secretary to sign and issue

the Notice of Postal Ballot. The Board also appointed Mr. Anant Khamankar, Proprietor of M/s Anant B

Khamankar & Co., Company Secretaries, Mumbai as the Scrutinizer for conducting the postal ballot

process in a fair and transparent manner.

The Notice of Postal Ballot was dispatched to all the shareholders by permitted mode (completed on

April 17, 2015) and a Public Notice of completion of dispatch of Postal Ballot was published pursuant to

Rue 20 of MGT Rules in one English daily and in one vernacular daily along with necessary particulars

on April 18, 2015.

In compliance with Clause 35B of Listing Agreement and the provisions of Section 108 of the Companies

Act 2013 read with Rule 20 of MGT Rules the Company had provided e-voting facility for remote

e-voting and a detailed instructions on e-voting had been attached to the Notice of Postal Ballot. The

Company had appointed Karvy Computershare Private Limited, Hyderabad to provide e-voting facility

for conduct of e-voting.

The Postal Ballot including e-voting was kept open from April 18, 2015 to May 17, 2015.

After the closure of the Postal Ballot voting period at 5.00 P.M. on May 17, 2015 the e-votes cast were

downloaded by the Scrutinizer and the Ballots received were scrutinized and a Report was rendered by

the Scrutinizer on May 19, 2015.

On the basis of the Report of the Scrutinizer the Chairman announced the results of the Postal Ballot

on May 19, 2015 and declared that the resolution was carried by requisite majority. The results were

forwarded to the Stock Exchanges and was posted on the Website of the Company at www.axiscades.

com and on the Website of Karvy along with a copy of the report of the Scrutinizer on that date.

70

Risk Management

The Company has established combrhensive risk assessment procedures, which are reviewed by the Board from time

to time. The Risk management policy and mechanism have been discussed in the Board’ Report.

Communication to shareholders

The quarterly results, Annual Reports, brss notes and releases and all other announcement and Notices are posted

promptly on the website of the Company simultaneously with communications to Stock Exchanges from time to time.

Non compliance

There has been no instance of non-compliance by the Company on any matter related to Capital Market during last

three financial years and no penalties or strictures were imposed by SEBI, Stock Exchanges or any other concerned

authorities.

The Company has complied with applicable rules and regulations brscribed by Stock Exchanges, SEBI or any other

statutory authority relating to the capital markets. All Returns/ Reports were filed within brscribed time with Stock

Exchanges/ other authorities.

Non Mandatory requirements

The post of Chairman and the CEO are separate in the Company. There are no audit qualifications during the year. The

Internal Auditors submit their report to the Audit Committee.

The Company has complied with all the mandatory requirements

CEO/CFO certification

The certificate duly signed by a CEO and CFO of the Company as required under Sub clause IX of Clause 49 of Listing

Agreement is attached to this Report.

Auditors’Certificate

Auditors’certificate on compliance of conditions of corporate governance under clause 49 of the listing agreement is

attached.

V. GENERAL SHAREHOLDER INFORMATION

Annual General Meeting

Date: Monday, September 07, 2015

Time: 10.30 a.m.

Place: Air Force Auditorium, Subroto Park, New Delhi-110010

a) Financial Year April 1 to March 31 (2014 -15)

b) Date of Book Closure August 28, 2015 to September 7, 2015 (both days inclusive.)

c) Dividend Payment Date N.A.

d) Listing on Stock Exchanges 1. BSE Limited

P.J. Towers, Dalal Street,

Fort, Mumbai –400001

71

2. National Stock Exchange of India Ltd. (NSE)

Exchange Plaza, Bandra –Kurla,

Complex, Bandra (East ),

Mumbai, 400051

e) Stock Code BSE-532395

NSE- AXISCADES

Demat ISIN in NSDL/CDSL INE555B01013

f) Market price Data

National Stock Exchange (NSE) Stock Exchange, Mumbai (BSE)

Months High Low High Low

April, 2014 66.00 44.00 66.70 45.50

May, 2014 72.20 54.50 73.00 55.50

June, 2014 82.00 66.80 82.40 66.30

July, 2014 119.45 68.00 119.50 67.60

August, 2014 125.25 99.10 126.70 100.20

September, 2014 149.75 110.95 149.70 110.80

October, 2014 138.40 110.00 138.85 111.60

November, 2014 181.00 109.00 181.35 111.00

December, 2014 196.70 142.65 196.90 140.35

January, 2015 214.00 170.00 214.00 169.80

February, 2015 278.85 166.50 278.60 166.65

March, 2015 348.40 232.55 349.90 224.00

72

g) Performance of the Company vis-à-vis Market Indices

h) Registrar and Transfer Agent (RTA) Karvy Computershare Private Limited

Karvy Selenium Tower B, Plot 31-32, Gachibowli,

Financial District, Nanakramguda, Hyderabad –500 032

Telephone 040-67162222

Fax : 040-23001153

E-mail: einward.ris@karvy.com

i) Distribution of shareholding as on 31 March 2015:

No. of shares Holding % to Capital No. of

accounts

% to total

accounts

1-5000 1,233,172 4.54 7688 91.22

5001-10000 425,649 1.55 268 3.18

10001-20000 536,071 1.97 185 2.20

20001-30000 375,340 1.38 75 0.89

30001-40000 285,551 1.05 40 0.47

40001-50000 335,917 1.24 36 0.43

50001-100000 944,963 3.48 66 0.78

100001 and above 23,052,930 84.79 70 0.83

Grand Total 27,189,593 100.00 8428 100.00

73

j) Categories of Shareholders as on 31 March 2015:

k) Dematerialization of shares and liquidity:

No of holders No. of Shares % of Total Issue Capi-tal

Held in Dematerialized form in CDSL 3024 46,49,885 17.10%

Held in Dematerialized form in NSDL 5021 2,24,91,917 82.72%

Held in Physical form 383 47,791 0.18%

Total 8428 2,71,89,593 100.00%

l) The Company has not issued any GDRs/ADRs/Warrants or any convertible Instruments.

m) The Company is engaged in Information Technology business and does not have any manufacturing plants.

Compliance Officer

Ms. Shweta Agrawal

Company Secretary

Telephone No.: 0120-4518200

E. Mail: Shweta.agrawal@axiscades.com

n) Address

Registered Office Address for correspondence

A-264, Second Floor D-30, Sector –3

Defence Colony NOIDA--- 201301

New Delhi - 110024 Uttar Pradesh

Other locations of offices of the Company are available at the Company’ website www.axiscades.com

For and on behalf of the Directors

-sd- -sd-

S.Valmeekanthan Kedarnath Choudhury

Director Director

Place: Bengaluru

Date: August 12, 2015

Category No. of shares Percentage

Promoters Group –Indian 1,60,74,514 59.12%

Indian Public 65,67,626 24.16%

Bodies Corporate 34,03,557 12.52%

NRIs/ OCBs/ Foreign Nationals/FIIs 7,11,810 2.62%

Others 4,32,086 1.58%

Total 2,71,89,593 100.00%

74

Declaration on the Compliance of the Company’ Code of Conduct

To,

The Shareholders,

AXISCADES Engineering Technologies Limited

The Company has framed a specific Code of Conduct for the Members of the Board of Directors and the Senior

Management Personnel of the Company pursuant to Clause 49 of the Listing Agreement with Stock Exchanges to

further strengthen Corporate Governance practice in the Company.

All the members of the Board and Senior Management Personnel of the Company have affirmed due observance of the

said code of conduct in so far as it is applicable to them and there is no non-compliance thereof during the year ended

31st March 2015

-sd-

Valmeekanathan S.

CEO

AXISCADES Engineering Technologies Limited

75

AUDITORS’CERTIFICATE ON COMPLIANCE OF CONDITIONS OF

CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT

To the Members of AXISCADES Engineering Technologies Limited

We have examined the compliance of conditions of Corporate Governance by AXISCADES Engineering Technologies

Limited (“he Company” for the year ended 31 March 2015 as stipulated in clause 49 of the Listing Agreement of the

said Company with the said stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination

has been limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring

compliance with the conditions of Corporate Governance. It is neither an audit nor an exbrssion of opinion on the

financial statements of the Company.

In our opinion and to the best of our information and according to the explanation given to us, and the rebrsentation

made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate

Governance as stipulated in clause 49 of the above mentioned Listing Agreement

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency

or effectiveness with which the management has conducted the affairs of the Company.

For Walker Chandiok & Co LLP

(formerly Walker, Chandiok & Co)

Chartered Accountants

Firm Registration No.: 001076N/N500013

-sdper

Aasheesh Arjun Singh

Partner

Membership No.: 210122

Bengaluru

August 12, 2015

76

(CEO and CFO certificate under Clause 49 of Listing Agreement)

To

The Board of Directors

AXISCADES Engineering Technologies Limited

Dear Sirs,

Certification under Clause 49 of the listing Agreement

We, S. Valmeekanathan, Chief Executive Officer and Kaushik Sarkar, Chief Finance Officer, hereby certify that.

(a) We have reviewed financial statements and the cash flow statement for the year ended 31st March 2015 and that to

the best of our knowledge and belief.

(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that

might be misleading.

(ii) These statements together brsent a true and fair view of the Company’ affair and are in compliance with the

existing accounting standards, applicable laws and regulations.

(b) There are to the best of our knowledge and belief no transactions entered into by the Company during the years

which are fraudulent, illegal or violate the Company’ code of conduct.

(c) We accept the responsibility for establishing and maintaining internal controls for the financial reporting, and that we

have evaluated the effectiveness of internal control systems of the Company pertaining to the financial reporting and we

have disclosed to the auditors and the Audit Committee, deficiencies, if any, in the design or operation of such internal

controls and the steps taken or proposed to be taken to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit committee

i. significant changes, if any, in internal control over financial reporting during the year;

ii. significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes

to the financial statements; and

iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management

or an employee having a significant role in the company’ internal control system over financial reporting.

-sd- -sd-

[Valmeekanathan S.] [Kaushik Sarkar]

Chief Executive Officer Chief Financial Officer

Date: May 18, 2015

CEO and CFO certificate

77

STANDALONE

FINANACIAL

STATMENTS

78

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial

statements of AXISCADES Engineering Technologies

Limited (“he Company”, which comprise the Balance

Sheet as at 31 March 2015, the Statement of Profit and

Loss, the Cash Flow Statement for the year then ended,

and a summary of the significant accounting policies and

other explanatory information.

Management’ Responsibility for the Financial

Statements

2. The Company’ Board of Directors is responsible for

the matters stated in Section 134(5) of the Companies

Act, 2013 (“he Act” with respect to the brparation of

these standalone financial statements, that give a true and

fair view of the financial position, financial performance

and cash flows of the Company in accordance with the

accounting principles generally accepted in India, including

the Accounting Standards specified under Section 133 of

the Act, read with Rule 7 of the Companies (Accounts)

Rules, 2014 (as amended). This responsibility also

includes maintenance of adequate accounting records in

accordance with the provisions of the Act; safeguarding

the assets of the Company; brventing and detecting

frauds and other irregularities; selection and application

of appropriate accounting policies; making judgments and

estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal

financial controls, that were operating effectively for

ensuring the accuracy and completeness of the accounting

records, relevant to the brparation and brsentation of

the financial statements that give a true and fair view and

are free from material misstatement, whether due to fraud

or error.

Auditors’Responsibility

3. Our responsibility is to exbrss an opinion on these

standalone financial statements based on our audit.

4.We have taken into account the provisions of the Act,

the accounting and auditing standards and matters which

are required to be included in the audit report under the

provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards

on Auditing specified under Section 143(10) of the Act.

Those Standards require that we comply with ethical

requirements and plan and perform the audit to obtain

reasonable assurance about whether the standalone

financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the

financial statements. The procedures selected depend

on the auditor’ judgment, including the assessment

of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making

those risk assessments, the auditor considers internal

financial controls relevant to the Company’ brparation

of the financial statements that give a true and fair view

in order to design audit procedures that are appropriate in

the circumstances, but not for the purpose of exbrssing

an opinion on whether the Company has in place an

adequate internal financial controls system over financial

reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness

of the accounting policies used and the reasonableness

of the accounting estimates made by the Company’

Directors, as well as evaluating the overall brsentation of

the financial statements.

To the Members of AXISCADES Engineering Technologies Limited

Independent Auditors’Report

79