AXISCADES Technologies Ltd
Chairman Speech
Progressing with optimism
At AXISCADES, the interplay of speed, scope and skill will drive growth
and value creation for the long-term
Dear Shareholders,
Trust this message finds you and your loved ones safe and in good
health.
This has been an important year for AXISCADES. Not only have we managed
to remain resilient to ongoing impact of the COVID-19 pandemic, but we are setting up our
new multiyear performance framework and the strategic priorities that will drive
sustainable progress, in future. Over the last couple of years, we have seen a global
pandemic and many other public and private upheavals. As the dust settles, and a clearer
picture of the world ahead emerges, I believe we are standing at the threshold of a period
of great opportunity and growth.
Performance review
For FY22, we generated total revenue of Rs 6,084 million compared to Rs
8,174 million in FY21, reporting a growth of 17.6%. Our Adjusted EBITDA margin during the
year stands at 12.5% compared to 11.7% in FY21. Profit after tax during the period stands
at Rs 227 million compared to loss of ' (212) million in FY21. We saw strong revenue
addition in Aerospace and Heavy Engineering vertical. This reflects our commitments to
deliver consistent value to our clients. Our contract execution during the year is notable
despite challenges posed by supply chain disruptions. Our improved profits and positive
financial results reflects that we are in the cusp of positive business transformation.
I am happy to announce the on-boarding of Mr. Arun Krishnamurthi as
Chief Executive Officer and Managing Director (CEO & MD) and Mr. Shashidhar SK as
Chief Financial Officer (CFO). I am confident that under their leadership we will continue
to strengthen our business and make focused investments that will augment our
capabilities, ensure a differentiated value proposition in the market.
During the fiscal, we acquired total 17 new clients across Automotive,
Aerospace Energy and Heavy Engineering sectors.
We have commenced engagement with one of the largest Aerospace
companies, globally. We are also gaining momentum in Automotive segment where we are
starting with tier-1 Automotive company in the area of embedded, mechanical and hardware.
We established an Offshore Development Center (ODC) at Hyderabad for an energy client and
also set up a new office in Montoir de Bretagne, France to further enhance market presence
and facilitate continued expansion.
We will continue to work on our traditionally strong sectors like
Aerospace, Heavy Engineering and Defense. Moreover, we will be diversifying and
strengthening our presence in three other verticals, namely, Automotive, Energy and
Medical Devices.
Segment outlook
Covid-19 pandemic has accelerated the demand for digital transformation
across businesses, which will have positive impact on Engineering Research &
Development (ER&D) specially in India, which contributes ~33% in the global ER&D
sourcing market. The global ER&D is expected to grow at 9% CAGR to reach ~US$2.1
trillion by 2024. Moreover, Digital engineering spend will account for over 50% of global
ER&D spend by 2024 and Digital ER&D is likely to grow at a CAGR of 19% during the
same period.
We are witnessing automotive firms investing in Advanced Driver
Assistance Systems (ADAS), Factory 4.0 and Electric Vehicles. Moreover, as the world
entered 2022, trends in commercial air travel and customer order activity witnessed a
robust rebound and much better traction than earlier post-COVID expectations, which is a
positive sign for the industry as global roll out of COVID vaccines is helping to clear a
path toward normalisation of air travel.
The COVID-19 pandemic affected the Indian economy, though its impact
was not felt on the country's defense spending. On the other hand, increasing cross border
tension with neighbour nations during the same timeframe forced the government to take
quick measures to modernise its military equipment while also reducing its dependence on
imports, thus, supporting the market growth. The increased need for homeland security has
provided the impetus to further reinforce perimeter security, naval and airborne
capabilities. The country has constantly been increasing its defense expenditure over the
years.
The defense budget for 2022 is at USD 70.6 billion ('5.25 trillion),
reflecting an increase of 9.8% compared to the previous year's allocation and one of the
sharpest increase in the defense budget in recent years. The increasing defense budget is
expected to drive market growth for our services during the forecast period.
The Government of India is promoting its 'Make in India' initiative
through focused, sustained, and evolved indigenisation programmes. This may provide new
growth opportunities for players in the market like us. Moreover, we are designated India
Offset Partner for global players in defense and we expect increased revenue from
Covid-19 pandemic has accelerated the demand for digital transformation
across businesses, which will have positive impact on Engineering Research &
Development (ER&D) specially in India, which contributes ~33% in the global ER&D
sourcing market. The global ER&D is expected to grow at 9% CAGR to reach ~US$2.1
trillion by 2024.
Offset opportunities owing to our niche expertise in the sector.
In closing
Despite macro-economic challenges which caused supply chain disruption,
this was a reasonably good year for AXISCADES, where we achieved a 17.6% y-o-y growth in
revenue.
We are hopeful that this growth in revenue will continue to gain
momentum with recent client acquisitions in Aerospace, Automotive and Energy sectors,
along with stronger revenue addition from existing business specially in Heavy
Engineering, Aerospace, and defense. We also expect digital revenue to pick up pace in the
coming years. Our engagement with the existing clients in digital space are scaling up and
we are hopeful of expanding our offerings to newer clients and geographies.
Let me conclude by reiterating that our business has reached an
inflexion point and I am convinced that our new Leadership Team will elevate the business
to the next level, ensuring sustainable and profitable growth. In this fiscal, the
AXISCADES team demonstrated remarkable resilience, solidarity and passion; and worked
tirelessly to deliver on our commitment to our customers - whether working from home or
from the office. I want to thank all our employees and partners for their support. While
the operating environment will continue to throw up new set of challenges, we will
continue to strive to build a resilient corporation, with customers as our central focus.
Warm regards, |
DAVID BRADLEY |
Chairman & Non-Executive Director |
AXISCADES Technologies Ltd
Directors Reports
To,
The Members,
Your Directors have pleasure in presenting the Thirty Third (33rd) Annual Report on the
business and operations of the Company, along with the audited financial statements for
the financial year ended March 31, 2023. The Consolidated performance of the Company and
its subsidiaries has been referred to, wherever required.
1. FINANCIAL RESULTS
( `Rs. Lakhs)
|
Standalone |
|
Consolidated |
Particulars |
|
|
|
|
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total income |
28,469.98 |
18,402.64 |
82,758.05 |
61,940.02 |
Total expenditure (before interest & depreciation) |
24,235.00 |
16,675.14 |
67,605.69 |
53,966.99 |
Earnings before interest, depreciation, amortization and |
4,079.85 |
1,522.93 |
13,754.78 |
6,873.78 |
extra-ordinary items |
|
|
|
|
Interest & finance charges |
3,342.48 |
1,171.56 |
3,589.98 |
1,575.41 |
Depreciation & amortization |
1,093.65 |
950.96 |
2,651.83 |
2,506.06 |
Earnings/before Tax and Exceptional Items |
(201.15) |
(395.02) |
8,910.55 |
3,891.56 |
Share in net profit/(Loss) of associate |
- |
- |
(4.41) |
(45.82) |
Exceptional item |
(1,664.87) |
750.42 |
(6,803.74) |
(169.34) |
Profit/(Loss) before Tax (PBT) |
(1,866.02) |
355.40 |
2,102.40 |
3,676.40 |
Provision for Tax Current & Deferred |
116.85 |
47.52 |
2,582.22 |
1,408.49 |
Net Profit/(Loss) after Tax (PAT) |
(1,982.87) |
307.88 |
(479.82) |
2,267.91 |
Minority Interest |
- |
- |
43.43 |
44.59 |
Profit/(loss) for the period |
(1,982.87) |
307.88 |
(523.25) |
2223.32 |
EPS |
|
|
|
|
Basic |
(5.21) |
0.81 |
(1.37) |
5.86 |
Diluted |
(5.21) |
0.80 |
(1.37) |
5.76 |
PERFORMANCE REVIEW
During the financial year 2022-23, the Company achieved 33.7% growth in overall
revenue. Its key verticals, namely, Aerospace, Product Engineering Services and Product
& Solutions grew by 44.3%, 33.5% and 51.3% respectively. Our recent foray in the
automotive & energy segments is scaling up well. Both segments have delivered robust
growth, north of 50% in this fiscal year. Going forward, both these segments will grow
substantially and will form significant portion of our revenue. The Engineering design
services revenue has grown by 28.8% Y-o-Y and the Strategic Technology Solutions vertical
by 51.3%. In FY23, the Company has made considerable progress, in de-risking the business,
with three-pronged approach of vertical diversification, customer diversification
and digital first' and it will continue to execute its strategy in coming years. In FY24,
our focus will be to further consolidate our business, to make it more sustainable and
profitable.
FINANCIAL HIGHLIGHTS STANDALONE
Total Income increased by 54.71% in 2022-23 to ` 28,469.98 lakhs. EBIDTA increased by
167.9% to ` 4,079.85 lakhs and Loss before tax and exceptional items is ` (201.15) lakhs
in 2022-23. Net loss after tax stood at ` 1,982.87 lakhs in 2022-23.
FINANCIAL HIGHLIGHTS CONSOLIDATED
Total Income increased by 33.61% to ` 82,758.05 lakhs in 2022-23. EBIDTA increased by
100.1% to ` 13,754.78 lakhs in 2022-23. Profit before tax and exceptional items increased
from ` 3891.56 lakhs to ` 8,910.55 lakhs in 2022-23. Net Profit/(loss) after tax, before
minority interest, Decreased by (123.5)% to ` (523.25) lakhs in 2022-23.
RESERVES
The Company has not transferred any amount to its general reserves for the Financial
Year ended March 31, 2023.
DIVIDEND
Considering need for conservation of funds for catering to the growth plans of the
Company, your Directors consider it expedient to pass over dividend for 2022-23.
In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations'), the Board has
formulated and adopted the Dividend Distribution Policy. The Policy is available on our
website at https://www.axiscades.com/investors_data/corp_
policy/DividendDistributionPolicy_18Aug2023.pdf
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the Notes to the financial statements provided in the
Annual Report and furnished as Annexure-1.
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 of
India Limited (NSE). Stock performance and stock data of the Company are furnished in the
section on Corporate Governance.
During the financial year 2022-23, the Company has allotted 89,000 equity shares under
ESOP Plan which were listed on NSE and BSE vide letters NSE/LIST/2022/31324 and LOD/ESOP/
TP/No.90/2022-2023 and 196,280 equity shares listed on NSE and BSE vide letters
NSE/LIST/2022/33763 and LOD/ESOP/TP/ No.197/2022-2023 respectively.
DEBENTURES
During the year 2022-23, the Company has raised an amount of `145 crores by way of
issuance of Unlisted, Unrated, Secured, Redeemable, Non-convertible Debentures on a
Private Placement basis.
The outstanding number of Non-Convertible Debentures as on 31st March 2023 is 1,450.
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 prescribed 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. The transactions have been approved by the Audit
Committee, the Board and the Shareholders, wherever required. Your attention is drawn to
the Notes to the financial statements, in this respect.
The Company has not entered into transactions with related parties, which are
considered material in accordance with the policy of the Company on material related party
transactions formulated as per the requirements of Listing Regulations. 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, which occurred between the financial year end and the date of this report, save
and except for the following: The Company entered into a Share Purchase Agreement
(SPA') on December 1, 2017, to acquire 100% stake in Mistral Solutions Private
Limited (MSPL') along with its subsidiaries (MSPL Group') in a phased manner.
MSPL Group is headquartered in Bengaluru, India and is engaged in rendering end to end
services for product design and development in the embedded space. The Company acquired
control on MSPL effective December 01, 2017. The Company believed that Explosoft did not
take steps that were required by Explosoft to diligently prosecute the application for
merger before the NCLT Mumbai so as to bring it to completion and accordingly the claim
for interest by Explosoft was not tenable.
The Company had initiated arbitration proceedings against shareholders of MSPL and the
Arbitral Tribunal vide its interim order dated August 28, 2020 had directed to maintain
the status quo with respect to shareholding in MSPL and had ordered shareholders of
Mistral not to seek dismissal or rejection of abovementioned application for merger till
further orders are issued by the Arbitral Tribunal. Additionally, both the parties were
ordered to maintain status quo with respect to the existing constitution of the Board of
Directors of MSPL. During the year, the Company received interim final award' dated
21st May, 2022 from Arbitral Tribunal in which the Tribunal passed concluding directions
directing, both the Company and the Second Party (Explosoft Tech Solutions Pvt Ltd, the
promoters of Mistral and Mistral Solutions Pvt Ltd) to specifically perform their
respective obligations under the Definitive Agreements to ensure completion of acquisition
of 100% of the shares of Mistral by AXISCADES Technologies Ltd, in accordance with
specified timelines in the interim final award read with orders subsequently passed by the
Arbitral Tribunal. Accordingly, the Company completed of the acquisition in accordance
with the directions of the Arbitral Tribunal.
The Company acquired Mistral Solutions Private Limited with the acquisition of 100%
shares of Explosoft Tech Solutions Private Limited on 22nd December 2022, which held
16,79,359 equity shares (41.28% of equity share capital) of Mistral. Accordingly,
Explosoft became a wholly owned subsidiary of AXISCADES Technologies Limited.
The Arbitration Tribunal, vide its Final Award, dated January 13, 2023, terminated the
Arbitration Proceedings recording that both parties submitted and declared that all
disputes between them have been settled with the performance of/compliance with the
declarations and directions in the Interim Final Award dated May 21, 2022.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulation 2015, a detailed
chapter on Management discussion and analysis highlighting the Company's strategy,
business environment, operations, performance, risks and outlook is provided separately in
this Annual Report.
BUSINESS STRUCTURE SUBSIDIARIES
The Company has the following subsidiaries:
Overseas Subsidiaries
Name of the subsidiary |
Location/Country |
%age Shareholding |
1. AXISCADES Inc. |
Peoria, Illinois USA |
100% |
2. AXISCADES UK Ltd. |
Leicestershire, UK |
100% shares held by AXISCADES Inc. |
3. AXISCADES Technology Canada Inc. |
Montreal, Quebec, Canada |
100% |
4. Axis Mechanical Engineering Design (Wuxi) Co. |
Wuxi City, China |
100% |
Ltd. |
|
|
5. AXISCADES GmbH |
Germany |
100% |
6. Mistral Solutions Inc. |
USA |
100% shares held by Mistral Solutions |
|
|
Pvt. Ltd. |
Indian Subsidiaries |
|
|
Name of the subsidiary |
Location/Country |
%age Shareholding |
1. Cades Studec Technologies (India) Private |
Bengaluru, India |
76% |
Limited (CSTI) |
|
|
2. AXISCADES Aerospace & Technologies Pvt. Ltd. |
Bengaluru, India |
100% |
(ACAT) |
|
|
3. AXISCADES Aerospace Infrastructure Pvt. Ltd. |
Bengaluru, India |
100 % shares are held by ACAT |
(AAIPL) |
|
|
4. Enertec Controls Limited (ECL) |
Bengaluru, India |
51.84 % shares are held by ACAT and |
|
|
48.16% shares are held by AAIPL |
5. Mistral Solutions Pvt. Ltd. |
Bengaluru, India |
99.20% |
6. Aero Electronics Pvt. Ltd. |
Bengaluru, India |
100% shares held by Mistral Solutions |
|
|
Pvt. Ltd. |
7. Mistral Technologies Pvt. Ltd. |
New Delhi, India |
100% shares held by Mistral Solutions |
|
|
Pvt. Ltd. |
8. Explosoft Tech Solutions Pvt. Ltd. |
Mumbai, India |
100% |
During the year, in view of changed circumstances and subsequent experience, the Joint
Venture with ASSYSTEM AXISCADES Engineering Pvt. Ltd was not beneficial to either parties
hence the Joint Venture Agreement was terminated on 12th July 2022 with mutual
consent.
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 Form 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 Indian
Accounting Standards (IND AS) 21, 23 and 27, the audited Consolidated Financial Statements
are furnished in the Annual Report.
2. ORGANIZATION DEVELOPMENT
BOARD OF DIRECTORS
Induction and cessation of Directors and KMPs during the year:
|
|
Appointment / |
|
Name of the Director/KMP |
Category |
|
Date |
|
|
reappointment / Cessation |
|
1 Mr. Abhishek Kumar |
Non-Executive, Non-Independent |
Cessation |
03-06-2022 |
2 Mr. Desh Raj Dogra |
Non-Executive, Independent |
Re-appointment |
27-09-2022 |
3 Mr. Dhiraj Mathur |
Non-Executive, Independent |
Re-appointment |
27-09-2022 |
4 Mr. Sudhakar Gande |
Non-Executive, Non-Independent |
Cessation |
05-01-2023 |
5 Mr. Venkatraman Venkitachalam |
Non-Executive, Non-Independent |
Appointment |
06-01-2023 |
6 Ms. Mariam Mathew |
Non-Executive, Independent |
Re-appointment |
12-02-2023 |
HUMAN RESOURCES DEVELOPMENT
In our constant quest to be a customer focused, performance driven and future ready
organization, the Company is committed to build an environment, where employees are
inspired to deliver and achieve excellence. The Human Resource Policy of the Company is
focused on attracting, building and retaining the best talent. Towards this, the Company
continues to explore and implement best practices in Hire to Retire Cycle, the Company's
particular focus is on training and development of its Employees, to develop their skills,
grow in their career and be future ready. Needless to say, the Company is committed to
provide a safe and healthy work environment to all its employees. The Company has 2,685
employees on a consolidated basis as of March 31, 2023.
EMPLOYEE BENEFIT SCHEME
The Company has ESOP Scheme - AXISCADES ESOP 2018- Series 1 and AXISCADES ESOP 2018-
Series 2 which are in compliance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and are effective from April 1, 2018. Further the pool of ESOPs
was increased by 26,43,167 by way of variation in the terms of existing ESOP schemes
series (clause 14.1 & 14.3), which became effective on receiving shareholders'
approval in the Annual General Meeting held on September 28, 2021. The applicable
disclosures in compliance with Regulation 14 of SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and Rule 12 of companies (Share Capital and Debentures)
Rules, 2014 are set out and enclosed as Annexure III and the Report of Independent
Auditor on AXISCADES ESOP 2018- SERIES 1 & 2 is enclosed as Annexure IV.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of The Companies
50
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure
V 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
VI to this Report.
3. CORPORATE GOVERNANCE
The report on Corporate Governance as required under Schedule V of the SEBI (LODR)
Regulations 2015 is attached and forms part of the Annual 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 Directors met 10 (ten) times during the financial 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 prescribed by the provisions of Companies Act, 2013.
COMMITTEES OF THE BOARD
The Audit Committee consists of 3 members namely, Mr. Desh Raj Dogra, Mr. Dhiraj
Mathur, Independent Directors and Mr. David Bradley, 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 and
Stakeholders Relationship Committee. The Risk Management Committee was constituted on May
06, 2023 as required under the provisions of Companies Act, 2013 and also as required
under Listing Regulations 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 read together with Companies Amendment Act, 2017, to the
effect that they meet the criteria of independence as laid down in section 149(6) of the
Companies Act, 2013 read together with any amendment thereto and that their names have
been included in the databank of Independent Directors and are compliant with the
prescribed regulations. 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
The Board of Directors have carried out an annual evaluation of its own performance,
Board Committees and individual directors pursuant to the provisions of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015. The performance of the Board and its committees
were evaluated by the Board / Committee after seeking inputs from all the directors/
members on the basis of the criteria and framework adopted by the Board. The evaluation
process has been explained in the Corporate Governance Report section of the Annual
Report.
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 prescribed
in the Policy. No personnel of the Company were denied access 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 to Section 134(3)(e) and 178(3) of the Companies Act, 2013 are furnished in Annexure
VII.
RISK MANAGEMENT POLICY
The Company has formulated and implemented a Risk Management Policy which focuses on
identification of various elements of risks, if any, which in the opinion of the Board,
may threaten the existence of the Company.
The Company has a risk identification and management framework 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 of the business and focuses on risk
elements pertaining to 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
preventive as well as remedial actions. 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 transaction
level is 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. based on the inputs from both external and internal sources like key
incidents, Internal audit findings etc. The Risk Management Committee is responsible for
monitoring risk levels on various parameters and the senior management group ensures
implementation of mitigation measures, if required. The Audit Committee has additional
oversight in the area of financial risks and controls.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
In order to prevent sexual harassment of women at work place your Company has adopted a
Policy for prevention 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 financial year 2022-23, no complaints have been received. The Company
has an Internal Complaints Committee in compliance with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
4. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) read with Section 134(3)(c) of the Companies Act, 2013, your
Directors confirm that: a. in the preparation of the annual accounts the applicable
accounting standards have been followed along with proper explanation relating to material
departures; if any b. they have selected such accounting policies and applied them
consistently and made judgements 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
maintenanceofadequateaccountingrecordsinaccordance with the provisions of the Act for
safeguarding the assets 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.
they 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. they
have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.
5. AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITORS
M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No.
101049W/E300004), were re-appointed as Auditors of the Company by the shareholders at the
32nd Annual General Meeting (AGM) held on September 27, 2022 to hold office til the
conclusion of the 37th AGM of the Company. Hence, they will continue to be the
Statutory Auditors of the Company. The Auditors' Report does not contain any
qualification, reservations or adverse remarks. The Auditors' Report is enclosed with the
financial statements in this Annual Report.
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 2022-23. The Secretarial Audit Report of the
Company and its material subsidiaries for the FY23 are attached as Annexure VIII
which forms part of this report. Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
Details in respect of frauds reported by Auditors other than those which are reportable
to the Central Government
The Statutory Auditors and the Secretarial Auditors of the Company have not reported
any frauds to the Audit Committee or to the Board of Directors under section 143(12) of
the Companies Act, 2013, including rules made thereunder.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company dissolved its Corporate Social Responsibility Committee in its Board
Meeting held on June 11, 2021 pursuant to the amendment in CSR Rules and Section 135 of
the Companies Act, 2013. The policy has been posted and is accessible on the Company's
website at www.axiscades.com. The salient features of which are as under:
CSR activities are based on three broad indicators of development namely Human Capital,
Social Capital, Economic Capital
We recognize the need to work in partnership with other players as well.
The Board is responsible to formulate and recommending changes to the policy indicating
the activities to be undertaken including Monitoring and reviewing CSR activities
Transparent Monitoring
The annual report on CSR activities is furnished in Annexure IX to this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In pursuance of Regulation 34 of the SEBI Listing Regulations, the Business
Responsibility and Sustainability Report describing the initiatives taken by the Company
from an environmental, social and governance perspective is enclosed as Annexure X
to this report.
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.
ANNUAL RETURN
The Annual Return of your Company as on March 31, 2023, prepared pursuant to Section 92
of the Companies Act 2013 and the Rules made thereunder, in Form MGT-7 is available on the
website of the Company at https://www.axiscades.com/
investors_data/annual_report/ACTL-Annual_ReturnFY2022-23. pdf
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 prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
6. CONSERVATION OF ENERGY, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars pursuant to Rule 8(3) of Companies (Accounts) Rules 2014, are given
below:
Conservation of Energy
Being an Information Technology Company, the Company's operations are 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)
` Lakhs
|
FY 2022-23 |
FY 2021-22 |
Foreign Exchange Earnings (actual inflows) |
22,741.03 |
14,449.07 |
Foreign Exchange Outgo (actual outflows) |
4,271.10 |
5,698.35 |
Technology Absorption
The Company does not have 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.
7. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year, the Company has not made any application under the Insolvency and
Bankruptcy Code, 2016 during the FY 2023.
8. FUTURISTIC STATEMENTS
Certain statements made in this section or elsewhere in this report may be futuristic
in nature. Such statements represent 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.
9. GREEN INITIATIVES
With reference to the MCA circular dated December 28, 2022 read with and SEBI circular
dated January 05, 2023, this year the Company is dispensed with the printing and dispatch
of Annual Reports to the Shareholders. Electronic copies of the Annual Report are sent to
all the members whose email address are so registered.
10. ACKNOWLEDGEMENTS
Your Directors deeply appreciate 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 & Bengaluru
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 appreciation of the
valuable contribution made by the employees of the Company at all levels.
|
For and on behalf of the Board of Directors |
|
|
Sd/- |
Sd/- |
|
Arun Krishnamurthi |
David Bradley |
Place: Bengaluru |
Chief Executive Officer and Managing Director |
Chairman and Non-Executive Director |
Date: May 25, 2023 |
DIN: 09408190 |
DIN: 08380717 |