1 THIRTY FIFTH ANNUAL REPORT . 2016-17 . Axles India Limited THIRTY FIFTH ANNUAL REPORT Registered Office Board of Directors 21, Patullos Road, Chennai 600 002 S Ram (Chairman). Phone: 2852 2745 M K Surendran (Managing Director) upto 05-07-2016. CIN : U27209TN1981 PLC008630. V Madhavan (Managing Director) from 06-07-2016. Website Address : Srivats Ram Factories Rafael Aquique Singaperumal Koil Road Saket Sapra Sriperumbudur, Tamil Nadu 602 105 Sowmya Vencatesan Phone No. 9600931735. Rakesh Chopra Cheyyar Taluk, Tiruvannamalai Dist. Jamie Martel Tamil Nadu 604 410. Audit Committee Phone No. 9789845439. Sowmya Vencatesan (Chairperson). Bankers Rakesh Chopra Indian Overseas Bank V Madhavan (from 06-07-2016). HDFC Bank Limited Stakeholders Relationship Committee Registrars & Share Transfer Agents S Ram (Chairman).
2 Cameo Corporate Services Ltd. V Madhavan (from 06-07-2016). Subramanian Building . Srivats Ram 1, Club House Road, Chennai 600 002. Phone: 2846 0395, 2846 0390 Fax: 2846 0129 Nomination and Remuneration Committee E-mail : Rakesh Chopra (Chairman). CONTENTS Page S Ram Notice to Shareholders 2 Saket Sapra Sowmya Vencatesan REPORT of the Directors 4. Board Evaluation, Nomination and Corporate Social Responsibility Committee Remuneration Policy 10 S Ram (Chairman). ANNUAL REPORT on CSR Activities 11 V Madhavan (from 06-07-2016). AOC 2 & Secretarial Audit REPORT 12 Saket Sapra Extract of ANNUAL Return 15 Rakesh Chopra Conservation of Energy, Tech. Absorption 22. Auditors REPORT of the Auditors 23. Sundaram and Srinivasan Balance Sheet 28 Chartered Accountants Profit and Loss Statement 29 23, C P Ramaswamy Road Chennai 600 018.
3 Notes on Accounts 30. Cash Flow Statement 45 Chief Financial Officer Financial Summary 46 Y Krishnamoorthy Procedure and Instruction for E-Voting 47 Secretary Route Map 48 T V Venkata Subramanyam 1. Notice to Shareholders NOTICE is hereby given that the THIRTY FIFTH ANNUAL General Meeting of the Company will be held on Friday, the 22nd September 2017 at Kasturi Srinivasan Building (Mini Hall, The Music Academy), New No. 168. (old No. 306), Road, Royapettah, Chennai 600 014 at am to transact the following items of business: ORDINARY BUSINESS. 1. To receive, consider and adopt the audited financial statements of accounts for the year ended 31st March 2017 and the REPORT of the Directors and the Auditors thereon. 2. To confirm the payment of Interim Dividend for the financial year 2016-17 and to declare a Final Dividend for the financial year 2016-17 .
4 3. To elect a Director in the place of Mr Srivats Ram (DIN 00063415) who retires by rotation and being eligible offers himself for re-election. 4. To elect a Director in the place of Mr Rafael Aquique (DIN 05204786) who retires by rotation and being eligible offers himself for re-election. 5. Appointment of Auditors To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution RESOLVED THAT M/s. Price Waterhouse & Co Chartered Accountants LLP (ICAI Registration No. FRN 304026E / E-300009) be and are hereby appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the next ANNUAL General Meeting and that the Statutory Auditors be paid an audit fee of ` lakhs (excluding applicable tax and reimbursement of out of pocket expenses).
5 By order of the Board Regd. Office: 21, Patullos Road S Ram Chennai 600 002 Chairman 28th June 2017 DIN Notes: 1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend the meeting and vote instead of himself and such a proxy need not be a member of the company. 2. Proxies must be lodged with the Company not less than 48 hours before the meeting. 3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent 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. 4. Corporate Members intending to send their authorized representative to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting.
6 THIRTY FIFTH ANNUAL REPORT 2. 5. The Register of Members and Share Transfer Books of the Company will remain closed from 16th September 2017 to 22nd September 2017 (both days inclusive). 6. Final Dividend, as recommended by the Board of Directors, if declared at the meeting shall be paid, to those members whose name(s) appear in the Register of Members of the Company as on In respect of shares held in Electronic form, the dividend will be paid on the basis of beneficial ownership as per details furnished by the Depositories for this purpose. 7. Members holding shares in demat form are hereby informed that bank particulars registered against their accounts will be used by the Company for payment of Dividend. Changes in bank details are only to be advised to the Depository Participants by the Members.
7 Members who are holding shares in physical form and desirous of registering bank particulars or changing bank particulars already registered against their respective folios are requested to write to the Company. 8. Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, as amended, dividend declared which remain unclaimed for a period of 7 years will be transferred to the Investor Education and Protection Fund of the Central Government. Members who have not encashed the dividend warrant (s) so far for the above financial year or any subsequent financial year are requested to make their claim to the Secretarial Department of the Company at Singaperumal Koil Road, Sriperumbudur 602105. Hence shareholders are requested to claim the dividend. 9. In accordance with the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, remote e-voting facility have been provided to the members.
8 The facility for voting, either through electronic voting system or polling paper shall also be made available at the meeting and members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting. Members intending to vote at the venue are requested to bring their photo identity card. 10. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again. The details indicating the process and manner for voting by electronic means, the time schedule including the time period during which the votes may be cast by remote e-voting, the details of the login id, the process and manner for generating or receiving the password and for casting of vote in a secure manner are provided to the shareholders.
9 11. The Board of Directors have appointed Mr N Ramanathan, Partner, M/s. S Dhanapal & Associates, Practising Company Secretaries, Chennai, as the Scrutinizer, for conducting the e-voting process in a fair and transparent manner. The Company has engaged the services of Central Depository Services ( India ) Limited ( CDSL ) to provide e-voting facilities enabling the members to cast their vote in a secure manner. It may be noted that this e-voting facility is optional. The e-voting facility will be available at the link during the following voting period: The e-voting period would commence on 19th September 2017 ( am) and end on 21st September 2017 ( pm). 12. During the above period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 15th September 2017 may cast their vote electronically.
10 The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder cannot change it subsequently. 13. The route map for the venue of the ANNUAL General Meeting, procedure and instructions for e-voting is furnished in this notice as a separate annexure. The Scrutinizer will submit his REPORT to the Company after completion of the scrutiny and the results of the e-voting will be announced by the Company on its website - within two days of the ANNUAL General Meeting. 3 Axles India Limited REPORT OF THE DIRECTORS TO THE SHAREHOLDERS. Your Directors present the THIRTY FIFTH ANNUAL REPORT of the Company along with the audited accounts for the year ended 31stMarch 2017. Performance The turnover during the year 2016-17 was `414 crores against `486 crores in 2015-16.