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AXISCADES Engineering Technologies Ltd.

BSE: 532395 Sector: IT
NSE: AXISCADES ISIN Code: INE555B01013
BSE 15:45 | 27 Mar 2018 AXISCADES Engineering Technologies Ltd
NSE 05:30 | 01 Jan 1970 AXISCADES Engineering Technologies Ltd
OPEN 139.55
PREVIOUS CLOSE 138.05
VOLUME 26271
52-Week high 228.00
52-Week low 107.50
P/E
Mkt Cap.(Rs cr) 538
Buy Price 0.00
Buy Qty 0.00
Sell Price 142.50
Sell Qty 4.00
OPEN 139.55
CLOSE 138.05
VOLUME 26271
52-Week high 228.00
52-Week low 107.50
P/E
Mkt Cap.(Rs cr) 538
Buy Price 0.00
Buy Qty 0.00
Sell Price 142.50
Sell Qty 4.00

AXISCADES Engineering Technologies Ltd. (AXISCADES) - Director Report

Company director report

Your Directors have pleasure in presenting the 25th Annual Report together with theAudited Accounts of the Company for the year ended 31st March 2015.

1. FINANCIAL RESULTS

(Rs. Million)

Particulars Standalone Consolidated
2014-15 2013-14 2014-15 2013-14
Total income 1895.71 1831.31 3192.43 3098.89
Total expenditure (before interest & depreciation) 1590.45 1619.63 2757.70 2782.14
Earnings before interest depreciation amortization 305.26 211.69 434.73 316.76
and extra-ordinary items
Interest & finance charges 23.03 34.44 23.53 36.08
Depreciation & 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

Performance Review

The Company continued to be engineering partners to clients in aerospace heavyengineering industrial products and auto industry and recorded growth both in terms ofrevenues and profitability. The improved earnings reflect focus on efficiency in operationin FY 2015 enabling the company to invest for growth. The Company continued to invest inbuilding a strong leadership team a larger and more focused sales team and newrecruitments of subject matter experts from industry to scale up the practice line. Theseinvestments together with focus on delivering customer value has laid down a solidplatform for accelerated growth in the future.

Financial Highlights – Standalone

Total Income increased by 3.5% to Rs.1 895.7 million in 2014-15. EBIDTA increased by44.2% to Rs.305.3 million in 2014-15. Profit before tax and exceptional items increased by88.9% to Rs.201.8 million in 2014-15. Net Profit after tax increased by 38% to Rs.113.2million in 2014-15.

Financial Highlights – Consolidated

Total Income increased by 3% to Rs.3192.4 million in 2014-15. EBIDTA increased by37.2% to Rs.434.7 million in 2014-15. Profit before tax and exceptional items increased by59.7% to Rs.317.8millionin2014-15.NetProfitafter tax increased by 24% to Rs.198 million in2014-15.

Dividend

Considering need for conservation of funds for catering to the immediate growth plansof 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 duringthe financial year falling within the purview of Section 186 of Companies Act 2013.Theposition of all the loans/guarantees and Investments held or outstanding as on March 312015 are furnished in the financial statements.

Public Deposits

The Company has not accepted/renewed any public deposits and as such no amount onaccount of principal or interest on public deposits under Section 73 of the Companies Act2013 read with Companies (Acceptance of Deposits) Rules 2014 was outstanding as on thedate of the Balance Sheet.

Issue And Listing Of Shares

The company’s shares are listed on BSE Limited (BSE) and National Stock ExchangeLimited (NSE). Stock performance and stock data are furnished in the section on CorporateGovernance

Pursuant to the Scheme of Arrangement for merger of CADES Digitech sanctioned by theHon’ble High courts of Karnataka and Delhi 7229112 equity shares have been issuedand allotted to the shareholders of amalgamating company and the shares have been dulylisted on the stock exchanges. The issued and paid up capital of the company standsincreased to that extent.

Particulars Of Contracts Or Arrangements With Related Parties

The particulars of contracts or arrangements with related parties referred to insection 188(1) of the Companies Act 2013 are furnished in the prescribed form AOC-2 as AnnexureI to this Report. All transactions with the related parties during the financial yearwere in the ordinary course of business and at arm’s length basis. The company hastaken necessary approvals of Audit Committee & the Board as applicable to atransaction.

The Company has not entered into any transaction with related parties which can beconsidered material in accordance of with the policy of the Company on material relatedparty transactions formulated as per the requirements of Listing Agreement. The Policy onmateriality and dealing with related party transactions formulated and approved by theBoard 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 theCompany 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 theCompany’s strategy business environment operations performance risks and outlooksis provided separately in this Annual Report.

2. BUSINESS STRUCTURE

Subsidiaries Joint Ventures And Associate Companies

The Company has following the following subsidiaries: Overseas Subsidiaries

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

Indian Subsidiary

Sl. No Name of the subsidiary Location/Country
1 Cades Studec Technologies (India) Private Limited Bengaluru India

All foreign subsidiaries are wholly owned by the Company and in Indian subsidiary theCompany holds 76% equity. The company does not have any joint venture or associatecompany.

A report on the performance and financial position of each of the subsidiaries as perrule 8(1) of Companies (Accounts ) Rules 2014 is furnished under the statement containingsalient features of financial statements of subsidiaries in AOC-1 is attached to thisReport 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 theaudited financial statements of subsidiaries have been placed on the Company’swebsite at www.axiscades.com. The copies of these documents will be sent ifrequested 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 theCompany during business hours on working days.

Consolidated Financial Statements

Pursuant to the provisions of Section 129(3) of Companies Act 2013 read with AccountingStandards (AS) 21 23 and 27 the audited Consolidated Financial Statements are furnishedin the Annual Report.

Change Of Name Of The Company

The name of the Company was changed to AXISCADES Engineering Technologies Limited fromAxis-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 atthe ensuing Annual General Meeting and being eligible offer themselves forre-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 previousannual general meeting or by Postal Ballot pursuant to Section 149(10) of Companies Act2013 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.

Human Resources Development

The Company is committed to build an environment and where employees are inspired toachieve excellence in their area of functioning. The Human Resource Policy of the Companyis focused on attracting building and retaining best talents. In this direction theCompany has taken several Human Resource initiatives and has strengthened the in-houseHuman Resource Department. Many continuous training and employee development programs areput in place.

The manpower strength of the Company on consolidated basis stood at 1486 employeesduring the year end.

Particulars Of Employees

The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith 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 AnnexureIV to this Report.

4. CORPORATE GOVERNANCE

The report on Corporate Governance as required under clause 49 of the Listing Agreementis attached and forms part of this certificatefrom theReport. Auditors of thecompany as regards of compliance of conditions of corporate governance is also appended tothe report.

Meetings Of The Board

The Board of the Company met 9 (nine) times during the year. The dates attendance andother particulars of the meetings are furnished in the Report on Corporate Governanceattached to this Report. The intervening gap between any two meetings was within the limitprescribed by the provisions of Companies Act 2013.

Committees Of The Board

The Audit Committee consists of 5 members namely Mr. Kailash M. Rustagi Mr. PradeepDadlani Mr. Srinath Batni and Dr. Vivek Mansingh Independent Directors and Mr. KedarnathChoudhury Non-executive Director. The Chairman of the Audit Committee is an IndependentDirector.

All the recommendations made by the Audit Committee during the year have been acceptedby the Board.

The Company has also constituted Nomination and Remuneration Committee StakeholdersRelationship Committee and Corporate Social Responsibility Committee as required under theprovisions of Companies Act 2013 and also as required under Listing Agreements and thecomposition scope of their functions responsibilities etc. are given in the CorporateGovernance Section which forms part of this Report.

Declaration From Independent Directors

The Company has received declarations from all Independent Directors under Section149(7) of the Companies Act 2013 to the effect that they meet the criteria ofindependence as laid down in section 149(6) of the Companies Act 2013 and clause 49 ofthe Listing Agreement. The terms and conditions of appointment of Independent Directorsare 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 withStock Exchanges the Board on recommendation of the Nomination & RemunerationCommittee has formulated a Policy containing inter alia the criteria for evaluation ofthe performance of the Board its Committees and individual directors includingindependent directors and the details have been furnished in the section on CorporateGovernance. The evaluation of all the directors Board as a whole and Committees thereofis 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 policyprovides a formal mechanism to all Directors and employees to approach the Chairman of theAudit Committee and make protective disclosures about unethical behavior actual orsuspected fraud or violation of the Company’s Code of Conduct or ethics policy. TheWhistle Blower Policy is an extension of the Company Code of Conduct which requires everyemployee to promptly report to the Management any actual or possible violation of the Codeor 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 prescribedin the Policy. No personnel of the Company were denied access to the Chairman of the AuditCommittee. The Whistle blower policy which also describes the mechanism may be accessed onthe Company’s website at www.axiscades. com.

Policy On Director’s Appointment And Remuneration

The company’s policy on directors’ appointment and remuneration includingcriteria for determining qualifications director and the policy on remuneration ofdirectors 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 inthe opinion of the Board may threaten the existence of the Company.

The Company has a risk identification and management frame work appropriate to its sizeand the environment under which it operates. The risk management process involvesidentification and periodic assessment of potential risks and their impact on theoperations profitability growth and continuity and focuses on risk elements relatedcompetitive position in the key market segments business environment statutory andregulatory changes global economy and business scenario Currency exchange ratefluctuations resource constraints etc. and initiating timely preventive as well asremedial actions.

Prudential norms aimed at limiting exposures are an integral part of this framework.Reporting and control mechanisms ensure timely information availability and facilitatesproactive risk management. These mechanisms are designed to cascade down to the level ofline managers so that risk at the transactional level are identified and steps are takentowards mitigation in a decentralized fashion. Risks are being continuously monitored inrelation to business strategy operations and transactions statutory/ legal compliancefinancial reporting information technology system etc. on inputs from both external andinternal sources like key incidents Internal audit findings etc.

The Board of Directors is responsible for monitoring risk levels on various parametersand the senior management group ensures implementation of mitigation measures ifrequired. The audit committee provides the overall direction on the risk managementpolicies.

Prevention Of Sexual Harassment Of Women At Workplace

In order to prevent sexual harassment of women at work place your Company has adopted aPolicy for prevention of Sexual Harassment of Women at Workplace and has proper mechanismto control the same which is commensurate with the nature and size of the business of thecompany. During the year 2014-15 no such complaints were received. positive attributesindependence of

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 preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitor loss of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e. have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively; and

f. have devised proper systems to ensure compliance with the provisions of allapplicable 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 AGMheld on September 9 2014 to hold office until the conclusion of the 27th AGM of theCompany to be held during the calendar year 2017. In terms of the first proviso to Section139 of the Companies Act 2013 the appointment of auditors shall be placed forratification at every AGM. Accordingly the appointment of M/s Walker Chandiok & Co LLPChartered Accountants as Auditors of the Company is placed for ratification of theshareholders at the ensuing AGM. The Company has received a certificate from the auditorsto the effect that their appointment will be in accordance with the provisions of Section141 of the Companies Act 2013.

The Auditors’ Report does not contain any qualification reservation or adverseremark.

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 hasappointed M/s Anant B. Khamankar & Co. Company Secretaries to undertake Secretarial

Audit of the Company for the financial year 2014-15. The Secretarial Audit Reportattached as Annexure VI forms part of this report. Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.

Significant Orders By Regulators/Courts/

Tribunals

There are no significant and material orders passed by regulators or courts which wouldimpact 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 prepared pursuant toSection 92(3) of the Companies Act 2013 and the Rules made thereunder in Form MGT-9 isattached as Annexure VII to this Report.

Internal Financial Controls

Your Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable 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 rulesmade thereunder. The Committee is chaired by an Independent Director. The Company onrecommendation of the CSR Committee has framed a CSR policy in line with Schedule VII ofthe Companies Act 2013. The policy has been posted and is accessible on thecompany’s website at www.axiscades.com.

The annual report on CSR activities is furnished in Rs. Annexure VIIIRs. to thisReport.

8. CONSERVATION OF ENERGY FOREIGN EXCHANGE EARNINGS ETC

The particulars pursuant to Rule 8(3) of Companies (Accounts) Rules 2014 are givenbelow

Conservation of Energy

Being an Information Technology company is not energy intensive. However adequatemeasures have been taken to conserve energy by introducing improved operational methods.The company in its initiative to be ISO14001 – Environmental Management Systemcompliant is adhering to the provisions of E-Waste (Management and Handling) Rules 2011and Batteries (Management and Handling) managing the AC rules 2011 by installationsefficiently replacing PC’s by VPC and recycling of paper etc.

Foreign Exchange Earnings and Outgo (Standalone)

Rs. Million

2015 2014
Foreign Exchange Earnings 1430.68 1401.40
Foreign Exchange Outgo 616.15 762.21

The Company has not engaged any imported technology. Since the requirements of thetechnology business are changing constantly your Company has sought to focus on criticalin house technologies and processes which are likely to create value in the foreseeablefuture.

9. FUTURISTIC STATEMENTS

Certain statements made in this section or elsewhere in this report may be futuristicin nature. Such statements represent the intentions of the Management and the effortsbeing put in by them to realize certain goals. The success in realizing these goalsdepends on various factors both internal and external. Therefore the investors arerequested to make their own judgment by taking into account all relevant factors beforemaking any investment decision.

Acknowledgements

Your Directors deeply appreciate and acknowledge the co-operation and support extendedby Clients Vendors Investors and Bankers various government agencies & regulatorybodies across the globe the Software Technology Park Noida Hyderabad & Bangaloreand other industry forums and agencies like NASSCOM and look forward to their continuedsupport in the future. Your Directors wish to place on record their appreciation of thevaluable contribution made by the employees of the Company at all levels.

For and on behalf of the Board of Directors

-sd- -sd-
Valmeekanathan S. Kedarnath Choudhury
Director Director
Date: August 12 2015
Place: Bengaluru