Annual Report For Axis Private Equity Limited For The Year . - Axis Bank

ANNEXURE I TO THE DIRECTORS REPORTSNOMINATION & REMUNERATION POLICYCriteria of selection of Non Executive Directors/Independent DirectorsThe Non Executive Directors/ Independent Directors shall be of high integrity with relevant expertise andexperience so as to have a diverse Board with Directors having expertise in the fields of finance , taxation, law ,governance and general managementIn case of appointment of Independent Directors, the Nominatior & Remuneration Committee (N&R Committee)shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enablethe Board to discharge its function and duties effectivelyThe N&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualifiejfor appointment under Section 164 of the Companies Act, 2013 .The N&R Committee shall consider the following attributes / criteria , whilst recommending to the Board thecandidature for appointment as Directori. Qualification, expertise and experience of the Directors in their 'espective fields;ii . Personal, Professional or business standing ;iii. Diversity of the Boa rdRemunerationA Non Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee ofCriteria for selection / appointment - CEO & Managing Director /Acting CEOFor the purpose of selection of the CEO & MD / Acting CEO, the N&R Committee shall identify persons ofintegrity who possess relevant expertise , experience and leadership qualities required for the position and shalltake into consideration recommendation , if any, received from any member of the Board .The Comm ittee will also ensure that the incumbent fulfills such other criteria with regard to age and otherqualifications as laid down under the Companies Act , 2013 or other applicable laws.Remuneration for the CEO & Managing DirectorAt the time of appointment or re-appointment, the CEO & Managing Director / Acting CEO shall be paid suchremuneration as may be mutually agreed between the Company (which includes the N&R Committee and theBoard of Directors) and the CEO & Managing Director / Acting CEO within the overall limits prescribed under theCompanies Act, 2013The remuneration shall be subject to the approval of the Membecs of the Company in General MeetingThe remuneration of the CEO & Managing Director / Acting CEO is broadly divided Into fixed and variablecomponents. The fixed component comprises salary , allowances, perquis itesThe variable component comprises performance bonusamenities and retlral benefits

ANNEXURE II TO THE DIRECTORS REPORTSForm No. AOC-2(P ursuanl to clause (h) of sub-sec/ion (3) of sec /ion 134 of the Acl an d Rul e 8( 2) of the Companies (Accoun ts) Rule s. 2014)Form for disclosure of particulars of contracts/arrang ements en tered in to by the compa ny with rel ated parties re ferred tosec tion (1) of section 188 of the Companies Act. 2013 including certain arms lengt!' tra nsac Ions unde r third proviso th eretoInsub 1. Details of contracts or arrangements or transactions not at arm 's length basis :S No.Name(s) ofthe relatedparty andnature ofrelat ionshipDuratio n ofNature ofcontracts/a rra ngemen thecontracts N.ASalientterms ofthecontractsorarrangements ortransactions includingthe value,if anyJust ifcation forenteringinto suchcontractsorarrangements ortransactionsDate(s) ofapprovalby theBoardN.AN.AN.AI2. Details of material contracts or arrangement or transactions at arm 's length basis :S. No.Name(s) ofthe relatedparty andnature ofrelationshipNature ofDuration ofcontracts/a rrangem en thecontracts /ts/tra nsactionsarrangements/transactionsSa li entterms ofthecontractsorarrangements ortransactions includingthe value ,if anyDate(s) ofapprovalby theBoard /A ud itCommitte ,if anyAx is Ban kLimlted Hold ingCompanyLeasing / Propert yon goingRen t. reimbursement ofexpense s i. e PropertyTaxes, SocietyOutgo ings Electri ci tycharges/ Watercharges , te lephonecharges. housekeeping& security charges anyother ch arges/facill ies ifany rela ed to th epre mise s. deputati o ncha rges , and Ava iling ofBa nking ServicesLea sing /propertyren t- Rs78 ,935/ pmApp rcvedby Audi tComn l!teeon 29'" Ju ly.201 4Amountpaid asadvances ,if any :Amo u ntpaid asadvances ,if anyDate on whichthe specialresolution waspassed ingeneralmeeting asrequired underfirst proviso tosection 188N.AN.A

ANNEXURE IIIFo rm No. MGT-9EXTRAC T OF ANNUAL RETURNas o n t he fi nanci al ye ar ended on 31 " Ma rch. 2015Pu rsua nt to secti on 92(3 ) of th e Companies Act, 2013 and rule 12(1) of theCom pan ies (Ma nagement and Ad ministrati on) Ru les , 2014JI.REGISTRATION AND OTHER DETAILSI)CIN - U66020M H2006P LC165039Ii)Reg istra tio n Date. 3III)Nam e of the C om pany AXI s Priva te Eq uity Lim itedIV)Ca teg ory; Sub-Category of the Company. Company Limited by SharesfCOctober, 2006v) Address of th e reg iste red office and con tact detail s: Ax is House , Bombay Dyeing Mill s Co mpound , Pandur ang Bu dhkar Marg, W orli, MUlllbai 40002 5.Te lepho ne No 022 24 25 5807Email address.cpa checo@a xispe .com ; sJain @ax ispe .comYe s; Novi)W heth er li sted co m panyvii)Name , Addre ss and Contact detai ls of Re gi st rar and T rans fe r Ag ent, If any Karvy Computershare f-' vt. Lim itedII.PRINCIPAL BUSINESS ACTIVITI ES OF THE COMPANYA ll the business activities co ntri buting 10 % or more of th e total l urnover of the com pany shall be stated . SI. No.Name andDescription o fmain products;1FINA NCIALADV ISO RSNIC Code of the % to totalProducU service tu rnover of thecompany671 90100%

III.PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES S NO .1IV .NAME ANDADDRESS OFTHE COMPANYCIN / GLNHOLDING /SlJ BSl Q.l AR -/ ASSQCIAT-E-SAXIS BANKLI MITE DL65110GJ19 93 P HOLD INGLC 020769% OF SHAREHELD99.99966%IAPPLICABLESECTIONSECTION 2(46)OF THECOMPANIESSHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Hold in gCategory ofShareholder% of ChangeNo . of Shares held at the beginning of the yearDematPhysicalTotal% of TotalSharesNo. of Shares held at the end of the year% of TotalTotalPhysicalDematSharesduring theYearA. Promoters(1)lndiana) Individual I HU Fb) Central Gov!.c) State Govts.d ) Bod ies Co rpe) Bank I FIf) I\ny Other.,.1,49,99,940.00--1,49 ,99,940001.49 ,9 9,940 .0060 .00Sub -total (A) (11 : 1,50 ,00,000 .001,50,00,000.001,50 ,00,000.001,50,00,000.00G ran d Total1,50 ,00 ,000 .001,50 ,00 ,000 .001,50 ,00 ,000.001,50 ,00 ,000 .00-99 .99960%1,49,99,940.00600060. 000 00040%60 .0099.99960%0. 00 040%-

ii) Shareholding PatternS.NoShareholdersNameShareholding at the end of th eyearSharcholding At the beginning ofthe ear% of totalNo of SharesShares of thecompanyNo of Shares% change in shareholdingduring the year% of totalSha res of thecompany1,49 ,99 ,940 .0099.99960%1,49 ,99 ,940.0099.99 960%-A nlrba nC hak raborty10 000 .00007%10000.00007%-3Bipin Kumar Saraf10000 .00007%10000 .00007%-4Sld hanh RathV Srinivas anShashlka nt Rath iRa mesh Bam miRajiv A na nd1010101000000 7%000007 %10 .00100010 0000000 7%00000 7%000007%-1A xis Bank Li mi ted25678T otal000000000 .00007%0 .00007%-1,50,00,000.00100.00%10 00000007 %1,50 ,00,000.00100.00%iii) Change in Promoter's Shareholding (Please specify, if there is no changeS.No .Shareholding At th e begi n n ing% of totalShare s of thecompanyNo of SharesA t the beg innlno of the yearDa te wise In crease I Decrease InProm oters Share hold ing during theyea r specify ing the reason s forIncreaseAt the End of the ye arINo Change d urn ng the yea r(iv) Shareholding Pattern of t o p ten Shareholders (other than Directors , Promoters and Holders of GDRs and ADRs):S.No.Shareholding At the beginning of the yearNo of Sh a res I % of tota l Shares of theFor Each of the Top 10 ShareholdersAt the begin ning of the yearDate wise Increase / Decrease in Promo ters Shareholding during the year specifying the reasons forinc reaseAt the End of the :tearNot Appli cab le--

(v) Shareh o lding of Directors and Key Managerial Personnel:S.No .Sha reh old ing At the beginning of the year% of total Shares of theNo of SharesFor Each of th e Directors and KMPAt the beqlnninq of the yearDate wise Increase / De crease in Promoters Sha reAt the End of the ye ar20 .000 .00 0134 %20000000 134%V. INDEBTEDNESSIndebtedness of the Company including interest outsta nding/acc rued but not d ue for paymen tSecured LoansUnsecuredDepositsLoansIndebtedness at thebeginning of thefinancial yearNilNilNilTotalIndebtednessNilI) Principal Amou ntii) Interest due butnot pa idiii) Interest accru edbut not d ueTotal (i ii iii)Chan!1e inIndebtednessduring the financialyearAddi ti onRed uctionNet ChangeIndebtedness atthe end of thefinancial yearI) Principa l AmollO tII ) Interest due butnot paidIII) Interest accruedbut not dueTo tal (i ii iii)IJINilNilNilNil

VI.REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remun eration to Managing Director, Whole-time Directors andlor ManagerS. No.Name of MDIWT-D/Manager Total AmountParticulars of RemunerationShreyans Ja in1Gross sa la ry(a) Salary as per provIsi ons con ta inedAct 196 1Insecti on 17( 1) of the Inc ome-tax(b) Va lue of perq ui sites uls 17(2 ) Income-ta x Act, 196 145,14 ,29945 ,14 ,2992 1,60021 ,600---45 ,35 ,89942 ,00 000(c) Profits in lieu of sa la ry under section 17(3) Income- ta x Act , 19612345Stock OptionSwea t Eq uityC omm ission- as % of profit- othe rs, speCify.Others please speCifyTotal (A)Ceiling as per th e Act-45 ,35 ,89942 ,00,0008 . Remuneration to other directors:S. No.pft rtir.IJlil rs nf RRmlJnerationName of nirpr;torsS K TutejaRajeev ThakoreR.8.LVais hTotftl Amount3. Independent Directors· Fee for alle ndlng board committee meeting s· Com mission· Others . please specify14 0,000Total (1)1,40,000-1 00 000--3,20 ,000-80 ,0003,20,00080 ,000-1,00,0004 . Other Non- Exe cuti ve Di re cto rsFee for atte nding boa rd co mm ittee meellng s· Co mmi ssionOthers . please specify---.Total (2)Total (8) (1 2)Total Managerial Rem une ra ti onOverall Ceiling as pe r the Act - Per Meeting of Board ICommil1ee-----1,40 ,0001,00,00080 ,0003,20 ,0001,00 ,0001,00 ,0001,00 ,0003,00,000

C.REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTDThe C FO & the Company Se cre tary are o n deputation from Axis Bank Li mited , the hold ing compa ny An am ount of Rs. 17 05 Lacs was paid du ring th e yea' to Axis BankLim ited towards the servi ces of the se pro fe ss io nals exc lusi ve of se rvice tax.VII. PENALTIES I PUNISHMENTI COMPOUNDING OF OFFENCES: NILTypeSection oftheCompaniesActBriefDescriptionDetails ofPenalty IPunishmenUCompoundingAuthority[RD I NCLTI COURT]fees imposedA. COMPANYPen altyP unishm entComp ou ndingNI LN ILNILB . DIRECTORSPe naltyNI LN ILPunishmentCom poundingNILC. OTHER OFFICERS IN DEFAULTPe naltyNI LPuni shm entNILCompoundingNILNILNILN ILNI LNILNILNI LNILNILNILNILNI LNILNILNILNILNI LN ILN ILNILNILNILNILNILNILNI LN ILN ILNI LN ILNI LNILNILNILNILNIL--Appealmade ,if any(giveDetails)

Chartered Accountants508, Sharda Chambers, 33, New Marine Lines, Mumbai - 400020 .(f)(0 ) 22002103,22005431 Fax: 22094331 E-Mail: hnmco @ mtnl.net.inINDEPENDENT AUDITORS' REPORTThe Members of Axis Private Equity LimitedReport on the Financial StatementsWe have audited the accompanying financial statements of, Axis PrivateEquity Limited which comprise the Balance Sheet as at March31, 2015 theStatement of Profit and Loss, the Cash Flow Statement for the year thenended, and a summary of significant accounting policies and otherexplanatory information.Management's Responsibility for the Financial StatementsThe Company's Board of Directors is responsible for the matters in section134(5) of the Companies Act, 2013 ("the Act") with respect to the preparationof these financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India, including theAccounting Standards specified under Section 133 of the Act, read with Rule7 of the Companies (Accounts) Rules, 2014. This responsibility also includesthe maintenance of adequate accounting records in accordance with theprovision of the Act for safeguarding of the assets of the Company and for reventing and detecting the frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design, implementation andmaintenance of internal financial control, that were operating effectively forensuring the accuracy and completeness of the accounting records, relevantto the preparation and presentation of the financial statements that give atrue and fair view and are free from material misstatement, whether due tofraud or error.Auditor's ResponsibilityOur responsibility is to express an opinion on these financial statementsbased on our audit.We have taken into account the provisions of the Act, the accounting andauditing standards and matters which are required to be included in the auditreport under the provisions of the Act and the Rules made thereunder .We onducted our .audit in accordance with' the Standards on AuditingspeCified under section 143(10) of the Act. Those Standards require that wecomply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free frommaterial misstatement.An audit involves performing procedures to obtain audit evidence about the mounts and disclosures in the financial statements. The procedures selected

Chartered Accountants508, Sharda Chambers, 33, New Marine Lines, Mumbai - 400 020.(f)(0) 22002103,22005431 Fax : 22094331 E-Mail : hnmco@mtnl.net.independ on the auditor's judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internalfinancial control relevant to the Company's preparation of the financialstatements that give true and fair view in order to design audit proceduresthat are appropriate in the circumstances butAn audit also includesevaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by Company's Directors,as well as evaluating the overall presentation of the financial statements.We bel ieve that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the financialstatements.OpinionIn our opinion and to the best of our information and according to theexplanations given to us, the aforesaid fina.ncial statements, give theinformation required by the Act in the manner so required and give a trueand fair view in conformity with the accounting principles generally acceptedin India;a)in the case of the Balance Sheet, of the state of affairs of the Companyas at March 31, 2015;b)in the case of the Statement of Profit and Loss, of the profit for the yearended on that date; andc)in the case of the Cash Flow Statement, of the cash flows for the yearended on that date.Report on other Legal and Regulatory RequirementsAs required by the Companies (Auditor's Report) Order, 2015 ("the Order")issued by the Central Government of India in :erms of Sub-section (11) ofSection 143 of theCompanies Act, 2013 we give in the Annexure astatement on the matters specified in paragraph 3 and 4 of the Order.As required by section 143(3) of the Act, we report that:a)We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposesof our audit.b)In our opinion proper books of account as re uired by law have beenkept by the Company so far as appears from our examination of thosebooks2

Chartered Accountants508 , Sharda Chambers , 33, New Marine Lines , Mumbai - "400020 .(() (0) 22002103 , 22005431 Fa x: 22094331 E-Ma il: hnmco @mtnl .net .i nc)the Balance Sheet, the Statement of Profit and Loss, and Cash FlowStatement dealt with by this Report are in agreement with the books ofaccount.d)In our opinion, the aforesaid financial statements comply with theAccounting Standards specified under Section "133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014.e)There are no material observations or comments, which may have anadverse effect on the functioning of the company .g)On the basis of written representations received from the directors as onMarch 31, 2015, taken on record by the Board of Directors, none of thedirectors is disqualified as on March 31, 2015 from being appointed as adirector in terms of Section 164(2) of the Act.h)With respect to the other matters included in the Auditor's Report and toour best of our information and according to the explanations given to us(i)The Company does not have any pending litigations and thereforedisclosing impact on its financial position in its financial statementsdoes not arise.(ii)The Company does not have for material foreseeable loss if any,on long term contracts including derivative contracts.(ii)There has been no delay in transferr ing amounts, required to betransferred, to the Investor Education and Protection Fund by theCompany or, following are the instances of delay in transferringamounts, required to be transferred, to the Investor Education andProtection Fund by the Company or there were no amounts whichrequired to be transferred .For H. N. Motiwalla & Co .Chartered AccountantsFirm Reg . No: 111949W(D. N. SHAH)PartnerMembership No . 030566Place: MumbaiDated: April 14,20153

Annexure to Independent Auditor's ReportReferred to in Paragraph 1 under the heading of "Report on other Legal &Regulatory Requirements" of our Report of even date .On the basis of such checks as we considered appropriate and according to theinformation and explanation given to us during the course of our audit, we report that:1.(a) The Company has maintained proper records to show full particularsincluding quantitative details and situation of fixed assets(b) As explained to us, fixed assets have been physically verified by themanagement during the year, no material discrepancies were noticed onsuch verification .2.The company's nature of operation does not require to hold any inventory,hence this clause is not applicable3.(a) The Company has granted loan to (employee trust) covered in the registermaintained under section 189 of the Companies Act amounting to Rs 1.86lakhs, free of interest.(b) The company has not taken any secured or unsecured loan from any partycovered in the register maintained under section 189 of the Companies Act,2013. Hence, reporting under this clause is not applicable.4.In our opinion and according to the information and explanations given to us,there is an adequate internal control system commensurate with the size of theCompany and the nature of its business, for the purchases of fixed assets andservices. During the course of our audit, we have not observed any continuingfailure to correct major weaknesses in system of

Corrtech International Private Limited Neesa Leisure Limited Vishwa Infrastructure & Services Private Limited Harish Chandra (India) Limited Shalivahana Green Energy Limited Total Rupees in Crores Investment during 67 75 Jul . -Dec 200B 76.24 Jul -Sept 200B 61.46 Jul -Sept 200B 122.12 Jul -Dec 200B 61 .53 Apr 09 -Dec. 2010 389.1