AXISCADES TECHNOLOGIES LIMITED — AGM Information 2018

Aug 20, 2018

NOTICE

NOTICE is hereby given that the Twenty Eighth (28[th] ) Annual General Meeting (AGM) of the members of AXISCADES Engineering Technologies Limited will be held at The Chancery Pavilion, 135, Residency Road, Bangalore560025, Karnataka, India, on Monday, 10[th] September 2018 at 11.30 a.m. to transact the following businesses:

ORDINARY BUSINESS

Item No. 1 Adoption of Audited Financial Statements

To receive, consider and adopt the Financial Statements of the company for the year ended March 31, 2018 including the Audited Balance sheet as on March 31, 2018, the Statement of Profit and Loss and Cash Flow Statement, for the year ended on that date (including the consolidated financial statements) together with the report of the Board of Directors and Auditors thereon.

Item No. 2 Appointment of Director, Mr. Sidhartha

Mehra, liable to retire by rotation

To appoint a Director in place of Mr. Sidhartha Mehra (DIN No. 07215979), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

Item No. 3 Appointment of Director, Mr. Anees Ahmed

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 149, 152, 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Anees Ahmed (DIN 00225648), who was appointed as an Additional Director in the capacity of Executive Director by the Board of Directors w.e.f. July 28, 2018 pursuant to the provisions of Section 161 of the Companies Act, 2013 read with Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a recommendation from Nomination & Remuneration Committee and the Board, proposing his candidature for the office of a Director, be and is hereby appointed as an Executive Director of the Company liable to retire by rotation for a period of Five (5) years at a remuneration of Rs. 1/- (Rupee One only) p/m.”

Item No. 4 Appointment of Director, Mr. Ashwani

“ RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Ashwani Kumar Datta (DIN No. 00518057), who was appointed as an Additional Director by the Board of Directors w.e.f. July 28, 2018 pursuant to the provisions of Section 161 of the Companies Act, 2013 read with Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a recommendation from Nomination & Remuneration Committee and Board proposing his candidature for the office of a Director, be and is hereby appointed as a Non-Executive Director of the Company liable to retire by rotation.”

By Order of the Board of Directors For AXISCADES Engineering Technologies Limited

Sd/- Shweta Agrawal Company Secretary Place: Bengaluru Date: July 28, 2018

Registered office

Block C, 2nd Floor, Kirloskar Business Park, Bengaluru-560024. CIN: L72200KA1990PLC0084435, e-mail: info@axiscades.com

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. A person can act as proxy on behalf of members not exceeding fifty (50) in number and holding in the aggregate not more than 10% of the total share capital of the company carrying voting rights. However, a member holding more than 10% of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

3. The instrument appointing the proxy duly completed should be deposited at the registered office of the company not less than forty eight hours before the commencement of the meeting.

Kumar Datta

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

1. All alterations made in the Form of Proxy should be initialed.

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1. Only registered Equity Shareholders, as on September 3, 2018, of the Applicant Company may attend and vote either in person or by proxy or by an authorised representative under Section 113 of the Companies Act, 2013 at the Equity Shareholders’ meeting. The Annual Report is being sent to the shareholders registered with the company as on July 27, 2018.

2. Corporate members intending to send their authorised representatives to attend the meeting are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting.

3. Registered Equity Shareholders are informed that in case of joint holders attending the meeting, only such joint holders whose name stands first in the Register of Members of the Applicant Company in respect of such holding will be entitled to vote.

4. A member shall be entitled, during the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than ‘three days’ of notice in writing is given to the Company.

5. All the documents referred to in the accompanying notice, unless otherwise specified, are open for inspection at the Registered office of the Company on all working days, during the business hours between 9.00 am to 6.00 pm, upto the date of the AGM. Register of Directors and Key Managerial Personnel and their Shareholding and the Register of Contracts and Arrangements in which Directors are interested shall be kept open for inspection at the meeting to any person having right to attend the meeting.

6. For the convenience of the members, an attendance slip is annexed. Members are requested to affix their signatures in the space provided and fill the particulars and hand over the attendance slip at the Registration Counter at the venue of the Meeting.

7. The members need to furnish the printed Attendance slip along with a valid identity proof such as the PAN card, passport, AADHAR card or driving license to enter the AGM hall.

8. Members, who hold the shares in physical form, are requested to provide their email id, in case the same has not been provided earlier and notify changes if any, in their address/e-mail id/ECS mandate/ bank details to the Registrar & Transfer Agent (RTA) of the Company Karvy Computershare Private Limited. Karvy Selenium Tower B,

9. Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032, for the purpose of receiving communication electronically and the members who hold their shares in demat form are requested to do the same through their depository participant.

10. The Securities and Exchange Board of India has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. The shareholders / transferee of shares (including joint holders) holding shares in physical form are required to furnish a certified copy of their Income Tax Permanent Account Number (PAN) card to the Company / RTA. Members holding shares in electronic form are requested to submit their PAN to their Depository Participant(s).

11. A copy of the Annual Report along with the Notice of the 28[th] Annual General Meeting, stating the process and the manner of e-voting at the AGM, Attendance slip and Proxy form are sent by electronic mode to all those members whose email address are registered with the Company/ Depository Participant(s) unless a member has requested for a hard copy of the same. In respect of members who have not registered their email address physical copies of the Annual Report are sent by the permitted mode.

12. The Annual Report along with the Notice of the 28[th] Annual General Meeting and other attachments will also be available on the Company’s website at www.axiscades.com for download by the members. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during business hours on working days upto the date of AGM.

13. Information relating to e-voting are as follows:

14. i. In compliance with Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules 2014 (as substituted by Companies (Management and Administration) Amendment Rules, 2015) and Regulation 44 of the SEBI (LODR) Regulations 2015, the Company has provided a facility to the members to exercise their votes electronically through the electronic voting service facility arranged by Karvy Computershare Private Limited (“Karvy”). The facility for voting through Poll will be made available at the meeting and the members attending the meeting who have not cast their votes by remote e-voting shall be able to cast their votes at the meeting through physical Poll.

15. ii. The members who have voted through remote e-voting may attend the AGM but shall not be entitled to cast their votes again.

16. iii. The Company has engaged the services of Karvy Computershare Private Limited (“Karvy”)as the Agency to provide e-voting facility.

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• iv. Voting rights shall be reckoned on the paid up value of equity shares registered in the name of the member/beneficial owner as on September 3, 2018, being the cutoff date.

• v. A person, whose name is appearing in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date i. e. September 3, 2018, shall only be entitled to avail the facility of remote e-voting/ poll.

• vi. Any person who becomes a member of the Company after dispatch of the Notice of the Meeting and holding shares as on the cutoff date may write to Karvy on their e mail ID evoting@karvy. com, or Karvy Computershare Private Limited (Unit: AXISCADES Engineering Technologies Limited) Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 or contact Mr. G RAMESH DESAI on phone 040-67162222 requesting for User ID and password. After receipt of above credentials, a member may follow the instructions for e-voting to cast his votes.

  • If the member is already registered with Karvy e-voting platform then he can use his existing User ID and password for casting his votes through remote e-voting.

• The Board of Directors of the Company have appointed Mr. Anant Khamankar (Membership No. 3198) a Practising Company Secretary, Proprietor of M/s Anant B Khamankar & Co., Company Secretaries, Mumbai as the Scrutinizer, for conducting both remote e-voting and Poll voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the purpose.

• The Scrutinizer, after scrutinizing the votes cast at the meeting by Poll and remote e-voting, will not later than forty eight hours of conclusion of the Meeting, make a consolidated Scrutinizer’s Report and submit the same to the Chairman. The Chairman shall declare the results within forty eight hours of the conclusion of the meeting.

The results declared along with the consolidated Scrutinizer’s Report shall be placed on the website of the Company www.axiscades.com and on the website of Karvy https://evoting. karvy.com. The results shall simultaneously be communicated to the Stock Exchanges.

1. Subject to the receipt of requisite number of votes, the Resolutions shall be deemed to have been passed on the date of the Meeting i.e. September 10, 2018.

Instructions for e-voting

• i) Members are requested to carefully read the instructions for e-voting before casting their vote.

• ii) The remote e-voting facility will be open only during the following voting period:

Commencement of remote e-voting: 09:00 a.m. (IST) on Thursday, Spetember 6, 2018

End of remote e-voting: 05:00 p.m. (IST) on Sunday, September 9, 2018

The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by Karvy on expiry of remote e-voting period. iii) The procedure for remote e-voting is as under:

• a) Open your web browser during the voting period by typing the URL: https://evoting.karvy.com

• b) Enter the login credentials (i.e. User ID and password mentioned -in the email forwarding the Notice of AGM, or on the Notice of AGM, in case email id is not registered and physical copy of the Annual Report is being received by you). Your Folio No./DP ID Client ID will be your User ID. However, if you hold shares in demat form and you are already registered with Karvy for e-voting, you may use your existing User ID and password for casting your vote.

• c) After entering these details appropriately, click on “LOGIN”.

• d) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc. on first login. You will also be required to enter a secret question and answer of your choice to enable you to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• e) You need to login again with the new credentials.

• f) On successful login, the system will prompt you to select the Event Number for AXISCADES Engineering Technologies Limited, as mentioned in the email forwarding the Notice of AGM along with Annual Report of the company, in case members receiving the documents in electronic form and in the enclosed “Electronic Voting Particulars”, in

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case of a members receiving the documents in physical mode.

• g) On the voting page you will see the Resolution Description and the options “FOR/AGAINST/ ABSTAIN” for voting. Enter the number of shares (which represents the number of votes) as on the cut-off date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially in “AGAINST” but the total number in “FOR/AGAINST” taken together should not exceed your total shareholding as on the cut-off date, as mentioned above. You may also choose the option “ABSTAIN” in case you do not want to cast vote.

• h) You may then cast your vote by selecting an appropriate option and click on “Submit”.

• i) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

• j) Members holding multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.

• k) Any person who becomes a member of the Company after dispatch of the Notice of the AGM and holding shares as on the cut-off date i.e. September 3, 2018, may obtain the User ID and password in the manner as mentioned below:

• i) If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS : MYEPWD E-Voting EVEN Number+Folio No. or DP ID Client ID to 9212993399

  • Example for NSDL:

  • MYEPWD IN12345612345678

  • Example for CDSL : MYEPWD 1402345612345678

Example for Physical :

MYEPWD XXXX1234567890

• ii) If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https:// evoting.karvy.com, the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.

• l) Corporate / Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to

send scanned certified true copy (PDF Format) of the relevant Board Resolution/Power of Attorney/ Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s) who are authorized to vote, to the Scrutinizer at e-mail ID: khamankar@gmail.com with a copy marked to evoting@karvy.com. The scanned image of the above mentioned documents should be in the naming format “axiscades _EVSN Number.”

• m) Once the vote on a resolution is cast by a member, the Member shall not be allowed to modify it subsequently.

• n) In case of any queries, you may refer the ‘Frequently Asked Questions (FAQs) for shareholders’ and ‘e-voting user manual for shareholders’, available at the download section of https://evoting.karvy. com or contact Karvy Computershare Private Limited at 1800 345 4001 (toll free).

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 3

Mr. Anees Ahmed was appointed as an Additional Director (Executive Director & KMP under section 203 of the Companies Act, 2013) of the Company by the Board of Directors effective July 28, 2018, pursuant to Section 161 of the Companies Act, 2013.

In terms of the provisions of Section 161 of the Companies Act, 2013, Mr. Anees Ahmed will hold office up to the date of the ensuing Annual General Meeting. His appointment as such is recommended by Nomination & Remuneration Committee.

The Board considers his appointment as a director of the Company will be beneficial and is in the interest of the Company. The Board recommends the resolution for approval of the members.

Mr. Anees Ahmed is a co-founder of Mistral Solutions Private Ltd (subsidiary). He shall be entitled to the Equity shares of ACETL (in the prescribed ratio) consequent to the Scheme of Amalgamation between ACETL and Explosoft Tech Solutions Pvt. Ltd. (subject to the approval of the Hon’ble High Court) and other benefits as decided by the Board in compliance with applicable regulations.

None of the Directors and/or Key Managerial Personnel of the Company and their relatives except to the extent of their shareholding in the Company and except Anees Ahmed to whom the resolution relates, is in any way concerned or interested, financially or otherwise in the Resolution set out at Item No. 3 of the Notice.

ITEM NO. 4

Mr. Ashwani Kumar Datta was appointed as an Additional Director (Non-Executive) of the Company by the Board of

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Directors w.e.f. July 28, 2018, pursuant to Section 161 of the Companies Act, 2013.

In terms of the provisions of Section 161 of the Companies Act, 2013, Ashwani Datta will hold office up to the date of the ensuing Annual General Meeting. His appointment as such is recommended by Nomination & Remuneration Committee.

The Board considers his appointment as a director of the Company will be beneficial and is in the interest of the Company. The Board recommends the resolution for approval of the members.

None of the Directors and/or Key Managerial Personnel of the Company and their relatives except to the extent of their shareholding in the Company and except Ashwani Datta to whom the resolution relates, is in any way concerned or interested, financially or otherwise in the Resolution set out at Item No. 4 of the Notice.

By Order of the Board of Directors For AXISCADES Engineering Technologies Limited

Sd/Place : Bengaluru Shweta Agrawal Date : July 28, 2018 Company Secretary

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AddITIONAl INfOrmATION ON dIrECTOrs rECOmmENdEd fOr AppOINTmENT / rE-AppOINTmENT As rEquIrEd uNdEr rEgulATION 36(3) Of ThE sEBI (lIsTINg OBlIgATIONs ANd dIsClOsurE rEquIrEmENTs) rEgulATIONs, 2015

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sIdhArThA mEhrA

Sidhartha is a qualified Chartered Accountant with a rank from ICAI and Company Secretary from ICSI. He has vide experience in Financial Planning & Analysis and Business Development. He has also led many transformation initiatives enhancing business parameters like customer level profitability, operational efficiency, resource utilization and channel profitability.

Date of Birth: July 30, 1975

Date of Appointment/Reappointment by the Board: September 26, 2016

Relationship between directors inter-se: He is not related to any Director inter-se.

Sidhartha Mehra holds the directorship in TRC Financial Services Limited and is a member of Audit Committee and Nomination & Remuneration Committee in this Company.

Shareholding in the Company: Sidhartha Mehra does not hold any equity share of the Company.

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ANEEs AhmEd

Anees has over 25 years of Sales, Strategy and Business Development experience and with his astute business acumen and exemplary vision, is actively involved in strategic planning and new business initiatives. He holds Bachelor’s Degree in Computer Science Engineering from BIT, Bangalore and is graduate from MIT’s “Birthing of Giants” EXECUTIVE program FOR FAST GROWTH CEO’s, MIT, USA.

Date of Birth: February 10, 1967

Date of Appointment/Reappointment by the Board: July 28, 2018 Relationship between directors inter-se: He is not related to any Director inter-se.

Anees Ahmed does not hold directorship or membership in the Committee of the Board of any other listed entity.

Shareholding in the Company: Anees Ahmed does not hold any equity share of the Company as on the date of the Notice. Further, he shall be entitled to the Equity shares of ACETL (in the prescribed ratio) consequent to the Scheme of Amalgamation between ACETL and Explosoft Tech Solutions Pvt. Ltd. (subject to the approval of the Hon’ble High Court).

AshwANI KumAr dATTA

Ashwani has extensive experience in developing & managing tie ups with leading international companies, balancing mutual business interests & stakes. He holds in depth knowledge of Quality System requirements of Military Grade products & systems resulting from long association with Defence Quality Assurance establishments & is one of India’s earliest Qualified Lead Assessors for Quality Systems and a Trainer/ Assessor in the area of TQM, Quality Control Circles and Business Excellence. He graduated in Mechanical Engineering from DCE, Delhi University in the year 1972.

Date of Birth: September 15, 1951

Date of Appointment/Reappointment by the Board: July 28, 2018

Relationship between directors inter-se: He is not related to any Director inter-se.

Ashwani Datta does not hold directorship or membership in the Committee of the Board of any other listed entity.

Shareholding in the Company: He does not hold any shares in the Company.

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