DIRECTOR'S REPORT TO THE MEMBERS OF AURIONPRO SOLUTIONS LIMITED, The Directors take pleasure in presenting 18th Annual Report of the ended 31st together with its Audited financial statements for the year March, 2015: 2. Dividend The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 3/- per share, (30%) for the year ended 31 March 2015. The amount of dividend and the tax there on aggregates to Rs. 720.29 Lakhs. 3. State of Company's Affairs The company has made significant advancements in organization transformation that has been underway over the past eighteen months. All the critical functions including business, technology, delivery and operational have undergone transformative changes in alignment with the accelerated trajectory of revenue growth for the upcoming fiscal. The year saw considerable strengthening of the management team with leadership hires in sales, marketing and human resources functions. Organization has redefined it's market positioning in keeping with high impact growth areas namely - Digital Innovation, Enterprise Security and Business Optimization and corresponding changes in sales and delivery organization has been rolled out globally. Additional investments have made to strengthen the business planning and assurance with inception of "Office of the CEO" with key objective of large scale deals and non linear growth of strategic account relationships. Aurionpro has also significantly invested in strengthening the company's infrastructure in the markets as well as for its delivery capabilities. The company has established two additional sales offices- one each in the USA and UK. The entire sales operations operates out of Salesforce.com system today and allows for real-time view into sales pipeline, billing and revenue accrual with predictive business analytics. Delivery teams have been strengthened in India and a new development center has been established in Leeds in the UK. Additionally, the India based delivery teams have been ramped from 600 to 750 through the fiscal. Adding to it's to numerous technical and operational certifications, the company also attained PCMM Level 5 certifications for its India and Security practices. The certifications strengthen Aurionrpo's credentials to be able to provide the highest levels of security and predictability through its mature delivery processes. 4. Financial Resources ESOS In accordance with the ESOS - 2010 of the Company the employee have been offered options as per eligible criteria fixed under the scheme. Against each of the above, eligible employee is entitled to acquire one equity share of Rs. 10/- each of the company at a price mentioned against the option. The minimum vesting period is one year from the date of grant. Against each option for ESOS - 2010, 20% can be exercised by the end of first year from the date of grant of options i.e. after April 5, 2012, 30% can be exercised at the end of second year from the date of grant of the options i.e. after April 5, 2013, and balance 50% can be exercised at the end of third year from the date of grant of the options i.e. after April 5, 2014,. During the year 2,50,000 options were exercised by employees under "The ASL ESOS-2010" plan. Summary as on 31st March, 2015 as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999: 5. Extract Of Annual Return The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 1." 6. Corporate Governance The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. Milind Nirkhe & Associates, Company Secretaries, confirming the compliance with the conditions of Corporate Governance as per the requirements of Clause 49 is annexed to this Report. During the year, your company has adopted new policies and amended existing policies such as policy on related party transactions, policy on material subsidiary, CSR Policy and whistle blower policy in line with new governance requirements. These policies along with familiarization program for Independent Directors are available on the website of the company at <http://www.aurionpro.com/investors/>. 7. Corporate Social Responsibility Pursuant to section 135 of the Companies Act, 2013 company has formed Corporate Social Responsibility Committee to contribute to sustainable economic development to produce an overall positive impact on society. The Committee shall perform the functions enumerated as per Companies (Corporate Social Responsibility Policy) Rules, 2014 or as may be amended from time to time. CSR Committee comprises of following members: Ms. Carol Realini - Chairperson Dr. Mahendra Mehta - Member Mr. Amit Sheth - Member Mr. Samir Shah Member Further the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as "Annexure 2." 8. Management's Discussion And Analysis Report (MDA) Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. 9. Internal Control System & their Adequacy The Company has an Internal Control System which commensurate with the size, scale and nature of its operations. The Internal Audit Team monitors and evaluates the efficacy and adequacy of Internal Control System in the Company, its compliance with operating systems, accounting procedures and policies of the Company. 10. Directors' Responsibility Statement In terms of the provisions of Section 134(3)(c) of the Act, your Directors confirm that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 11. the directors have selected such accounting policies and applied them consistently and made judgments 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 31st March, 2015 and of the profit and loss of the company for that period; iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. the directors have prepared the annual accounts on a going concern basis; and v. the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 11. Directors Inductions: Mr. Frank Osusky, Mr. Sambhashiva Hariharan and Ms. Carol Realini were appointed as Additional Independent Directors of the Company w.e.f 06th October, 2014. Reappointment/Change in designations: With effect from 06th October, 2014, Mr. Sanjay Desai, stepped down as executive director of the Company and continues to be Non Independent and Non - Executive Director. Further on 10th February, 2015, Mr. Sambhashiva Hariharan, who was appointed as an Additional Independent Director of the Company was re-designated as Vice Chairman of the Company and Mr. Amit Sheth has been re-designated as Co-Chairman & Managing Director. Further in the Board meeting held on 27th March, 2015, Mr. Amit Sheth has been reappointed as Co-Chairman & Managing Director of the Company for a period of 5 years w.e.f 01st April, 2015. Resignations: Mr. Prem Rajani, Independent Director, has resigned from the directorship of the company w.e.f 19th May, 2014 and w.e.f 06th October, 2014, Mr. Sandeep Daga and Dr. Nikunj Kapadia has also resigned as Directors of the Company Pursuant to the provision of Section 152(6) of the Companies Act, 2013 Mr. Samir Shah Director, retire by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. Brief resume of the Directors, nature of their expertise in specific functional areas and names of Companies in which they are directors and members/ Chairman of committees, as stipulated by Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of the Annual Report. Further, there are no inter-se relationships between the Board members. 12. Declaration by an Independent Director All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 13. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. 14. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration 15. Meetings Seven Board Meetings were held during the Financial Year 2014-15 on 30th May, 2014, 13th August, 2014, 09th September, 2014, 06th October, 2014, 11th November, 2014, 10th February, 2015 and 27th March, 2015 and the gap between two meetings did not exceed four months. 16. Audit Committee Pursuant to section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement, Company's Audit Committee comprises of following members Dr. Mahendra Mehta - Independent Director & Chairman Mr. Frank Osusky - Independent Director Mr. Amit Sheth - Co- Chairman & Managing Director The terms of reference and other details are provided in Corporate Governance Report. 17. Vigil Mechanism / Whistle Blower Policy The Company has a vigil mechanism (Whistle Blower) Policy to deal with instance of fraud and mismanagement, if any. The details of the policy is posted on the website of the Company. 18. Risk Management Policy The Company has evolved a comprehensive risk management policy to identify, assess and manage risks in the areas such as Company assets and property, Employees, Foreign Currency Risks, etc 20. Particulars of Contracts or Arrangements with Related Parties All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. 21. Public Deposits The Company has not accepted public deposits. 22. Auditors The Auditors, M/s BSR & Co., LLP, Chartered Accountants (LLP Regn No. AAB-8181), have confirmed their eligibility and willingness to accept office, subject to ratification of their appointment by members as ensuing Annual General Meeting 23. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit was carried out by M/s. Milind Nirkhe & Associates, Company Secretary in Practice. The Report of the Secretarial Audit is annexed herewith as "Annexure 3". 24. Particulars of Employees Information as prescribed by Section 197 read with Rule, 5 of The Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Act, will be provided upon request. 25. Conservation Of Energy, Technology Absorption and Foreign Exchange Earning and Outgo In terms of section 134(3)(m) of the Companies Act, 2013, read with rule 8 of the Chapter IX The Companies (Accounts) Rules, 2014, the Directors furnish herein below the required additional information: Conservation of Energy: Although the operations of the Company are not energy intensive operations, it continues to adopt energy conservation measures at all operational levels. • Technology Absorption: Your Company has not imported any technology during the year under review. 26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, 2014-15, the company has not received any sexual harassment complaints 27. Acknowledgements The Directors would like to place on record their sincere appreciation for the continued co-operation, support and assistance provided by the financial institutions, banks, customers, vendors, members and other government departments and authorities. For and on behalf of the Board of Directors Amit Sheth Co-Chairman & Managing Director DIN : 00122623 Mahendra Mehta Director DIN :00376396 Place: Mumbai, date : 28th May, 2015 Registered Office: 35th Floor, Sunshine Tower, Tulsi Pipe Road, Dadar (W), Mumbai - 400 013. |