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Directors Report of AGC Networks Ltd.

Mar 31, 2016

The Board recommends this Resolution for approval.

No Director, other key managerial personnel or their relatives, except Mr. Sanjeev Verma is concerned or interested financially or otherwise in this Resolution.

The Directors hereby present the 30th Annual Report and the audited financial statements of the Company for the year ended March 31 2016.

1. Financial Results

The results of the Company on a standalone and Consolidated basis are as given below:

Rs, / Cr

Standalone

Consolidated

Year ended 31/03/2016

Year ended 31/03/2015

Year ended 31/03/2016

Year ended 31/03/2015

Sales & Services (Gross)

314.57

341.27

882.76

892.04

Sales & Services (Net)

320.04

350.83

886.89

897.17

Profit before interest, depreciation & tax (EBIDA)

-7.38

31.63

12.83

62.04

Less : Interest and finance charges (Net)

24.10

24.17

26.68

25.92

Less : Depreciation

5.23

5.13

8.50

18.44

Profit before tax from continuing operations

-36.71

2.33

-22.35

17.68

Less : Provision for tax (including Deferred tax)

0.00

2.71

12.24

2.91

Profit after tax from continuing operations

-36.71

-0.38

-34.59

14.77

Profit after tax from discontinuing operations

0.00

0.00

0.00

0.00

Profit after tax

-36.71

-0.38

-34.59

14.77

Balance brought forward from previous year

-90.28

-89.90

-134.12

-148.30

Amount available for appropriation

-126.99

-90.28

-168.71

-133.53

Appropriations :

Profit on Demerger/Additional Depreciation

0.00

0.00

0.00

0.59

Transfer to General Reserve

0.00

0.00

0.00

0.00

Balance carried to Balance Sheet

-126.99

-90.28

-168.71

-134.12

2. Dividend

In view of the losses, your Directors have not recommended any dividend for the financial year ended March 31, 2016.

3. Financial Performance

The Company, for the year ended March 31, 2016 recorded a gross turnover of Rs, 314.57 Crores as against Rs, 341.27 Crores for the period ended March 31, 2015. The net loss is Rs, 34.59 Crores for the financial year ended March 31, 2016, as against the net profit of Rs, 14.77 Crores for the financial year ended March 31, 2015.

4. ORGANIZATIONAL INITIATIVES

Building a Global Connect through Culture & Engagement:

AGC aims to create a positive work environment through Camaraderie, Collaboration & Communication and thus position AGC as a “Great Place to work”.

To create a culture where employees are committed to their organization’s goals and values, motivated to contribute to organizational success, and are able at the same time to enhance their own sense of well-being.

1. Employee Connect Programs & Corporate Social responsibilities

I. Corporate Social Responsibilities - As a responsible corporate organization, AGC has been consistently working towards adding value to the society through some of its community initiatives such as Give Help, Give Hope- Support Chennai initiatives and Back to School- A donation drive held across geographies (US, India) to provide literacy support to underprivileged children towards the noble cause of supporting child education.

II. Employee Connect Programs; Planet H - With an intent to create happy planet at AGC.

a. International Women’s Day celebrations - On 8th March’16, AGC celebrated International Women’s day (IWD 2016) globally, through series of engagement initiatives to rejoice the indomitable spirit of women. At AGC, we believe that diversity and inclusion is a very strong business imperative and through this initiative, we connected our diverse women workforce across global locations.

b. Health & Wellness - The old adage “Health is Wealth” is believed by AGCians to the core. In alignment to this “Employee Health and Wellness initiative at AGC” was launched through preventive health checks imbibing correct nutrition in our lifestyle. Free counseling sessions by medical experts and an Eye Check-up Camp was organized to encourage the value of adopting healthier lifestyle.

c. My Expressions - Hobby Initiative - ‘My Expressions’ contest was a great opportunity for all employees to showcase their talent and express their passions and belief through imagery. Painting and Photography enthusiasts across the globe participated with vibrant enthusiasm and connect.

III. Communication:

a. CEO Konnect - An All Hands Communication is an important Employee Connect platform where the Whole Time Director shares organization-wide update, directions and overall imperatives with the employees.

b. Focus Group Meeting - An ideation meeting with Management Team to discuss ideas and brainstorm suggestions, communicate strategic views and future plans for the business and discuss ways to accelerate business. This platform is to gather market intelligence, ignite creative thinking, brainstorm and ideate strategies to build new roadways into the market and understand the needs of customers and vendors.

IV. Learning Programs - Learning and development offerings are customized for employees across career levels, skill and domains. Learning expertise has been cultivated in-house, in the form of dedicated internal trainers and lab set ups. New learning and development methodologies were launched to maximize individual capability and performance. Key OEM certifications achieved to enable partnerships with prime OEMs.

5. Management’s Discussion and Analysis report

Management’s Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations, 2015, is presented in a separate section forming integral part of the Annual Report.

6. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested. For detailed with regard to reportable material weaknesses, if any, please refer Statutory Auditors’ report forming part of the report.

7. Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

8. Subsidiaries

I n accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiaries companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

A statement containing salient features of the financial statements of each of the subsidiaries of the Company in Form No. AOC-1 is presented on page No. 107 of this Annual Report.

9. Particulars of Loans given, investments made, Guarantees given and securities provided

Particulars of Loans given, investments made, Guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to financial statements.

10. Statutory Auditors and their report

M/s. Walker Chandiok & Co LLP, Chartered Accountants, Mumbai, Statutory Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes to financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. Following were the reservation/qualifications mentioned in their Audit Report for the financial year ended 31st March, 2016, along with view of the Management for the same.

A. Standalone Audit report

I. As stated in Note 4 (i) to the Statement, during the year ended 31 March 2015 the Company had recognized sale of properties having aggregate carrying value of Rs, 1.09 crores and profit on such sale amounting to Rs, 46.04 crores (net of incidental selling expenses amounting to Rs, 3.39 crores) under ‘exceptional items’. In our opinion, as the significant risks and rewards for the said properties had not been transferred, recognition of such sale was not in accordance with the principles laid under Accounting Standard (AS) 9 Revenue Recognition and the sale should have been reversed during the year ended 31 March 2016. Had the Company followed principles of AS 9 and reversed the sale transaction during the year ended 31 March 2016, the prior period items and loss before tax would have been higher by Rs, 46.04 crores each. (March 2015: Exceptional items and profit before tax would have been lower by Rs, 46.04 crores each). Tax expense for the year ended 31 March 2016 would have been lower by Rs, 3.27 crores (March 2015: Rs, 3.27 crores). Long-term loans and advances and carrying value of tangible assets as at 31 March 2016 would have been higher by Rs, 3.27 crores (March 2015: Rs, 3.27 crores) and Rs, 1.09 crores (March 2015: Rs, 1.09 crores) respectively; reserves and surplus, other current assets and other current liabilities as at that date would have been lower by Rs, 42.77 crores (March 2015: Rs, 42.77 crores), Rs, 47.32 crores (net of Rs, 3.20 crores received during the year) (March 2015: Rs, 50.52 crores) and Rs, 0.19 crores (March 2015: Rs, 3.39 crores), respectively. Our audit opinion on the standalone financial statements for the year ended 31 March 2015 and standalone review opinion on the results for the quarter ended and nine months ended 31 December 2015 were qualified in respect of this matter.

Management’s views:

During the previous year ended 31 March 2015, the Company entered into deeds of assignment to transfer all the rights, title and obligations of its land and building situated at Gandhinagar to another company for a consideration of Rs, 50.52 Crores. Subsequent to previous year end, the lender to whom these assets were provided as security provided its in principal approval for the said transfer subject to fulfillment of conditions stated therein. The said transfer is pending approval from the relevant government authority and transfer of legal title that are considered to be procedural in nature. Accordingly the Company had recognized profit on sale of Fixed Assets of Rs, 46.04 Crores (net of incidental expenses Rs, 3.39 Crores) during the year ended 31 March 2015. During the year the Company has received approval from the lender for sale of one of the property sold for consideration of Rs, 5.89 crores and also realized part consideration of Rs, 3.20 crores from the buyer. Subsequent to the year ended 31 March 2016, approval from the requisite authorities have also been received and sale deed has been executed between the Company and the buyer for transfer of legal title for one of the property. The Company has applied for requisite approval for the balance properties which are still awaited as of date. Accordingly management believes that the Internal Financial Controls are operating effectively.

II. As stated in our opinion, according to the information and explanations given to us and based on our audit, the following material weakness has been identified in the operating effectiveness of the Company’s Internal Financial Control over Financial Reporting (IFCoFR) as at 31 March 2016:

The Company’s internal financial control over evaluation of accounting of non-routine transactions was not operating effectively. This has, during the year, resulted in non-reversal of transaction of sale of properties recorded in the previous year due to inappropriate evaluation of timing of transfer of risk and reward. This has led to misstatements of long-term loans and advances, tangible assets, other current assets, other current liabilities, prior period items, tax expense and resultant impact on the loss before tax and the reserves and surplus as at and for the year ended 31 March 2016.

A ‘material weakness’ is a deficiency or a combination of deficiencies in IFCoFR, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We have considered the material weakness identified and reported above in determining the nature, timing and extent of audit test applied in our audit of the 31 March 2016 financial statements of the Company and the material weakness has affected our opinion on the standalone financial statements of the Company and we have issued a qualified opinion on the standalone financial statements.

Management’s views:

During the previous year ended 31 March 2015, the Company entered into deeds of assignment to transfer all the rights, title and obligations of its land and building situated at Gandhinagar to another company for a consideration of Rs, 50.52 Crores. Subsequent to previous year end, the lender to whom these assets were provided as security provided its in principal approval for the said transfer subject to fulfillment of conditions stated therein. The said transfer is pending approval from the relevant government authority and transfer of legal title that are considered to be procedural in nature. Accordingly the Company had recognized profit on sale of Fixed Assets of Rs, 46.04 Crores (net of incidental expenses Rs, 3.39 Crores) during the year ended 31 March 2015. During the year the Company has received approval from the lender for sale of one of the property sold for consideration of Rs, 5.89 crores and also realized part consideration of Rs, 3.20 crores from the buyer. Subsequent to the year ended 31 March 2016, approval from the requisite authorities have also been received and sale deed has been executed between the Company and the buyer for transfer of legal title for one of the property. The Company has applied for requisite approval for the balance properties which are still awaited as of date. Accordingly management believes that the Internal Financial Controls are operating effectively.

B. Consolidated Audit report

I. As stated in Note 5 (i) to the Statement, during the year ended 31 March 2015 the Company had recognized sale of properties having aggregate carrying value of Rs, 1.09 crores and profit on such sale amounting to Rs, 46.04 crores (net of incidental selling expenses amounting to Rs, 3.39 crores) under Rs,exceptional items’. In our opinion, as the significant risks and rewards for the said properties had not been transferred, recognition of such sale was not in accordance with the principles laid under Accounting Standard (AS) 9 Revenue Recognition and the sale should have been reversed during the year ended 31 March 2016. Had the Company followed principles of AS 9 and reversed the sale transaction during the year ended 31 March 2016, the prior period items and loss before tax would have been higher by Rs, 46.04 crores each. (March 2015: Exceptional items and profit before tax would have been lower by Rs, 46.04 crores each). Tax expense for the year ended 31 March 2016 would have been lower by Rs, 3.27 crores (March 2015: Rs, 3.27 crores). Long-term loans and advances and carrying value of tangible assets as at 31 March 2016 would have been higher by Rs, 3.27 crores (March 2015: Rs, 3.27 crores) and Rs,1.09 crores (March 2015: Rs, 1.09 crores) respectively; reserves and surplus, other current assets and other current liabilities as at that date would have been lower by Rs, 42.77 crores (March 2015: Rs, 42.77 crores), Rs, 47.32 crores (net of Rs, 3.20 crores received during the year) (March 2015: Rs, 50.52 crores) and Rs, 0.19 crores (March 2015: Rs, 3.39 crores), respectively. Our audit opinion on the consolidated financial statements for the year ended 31 March 2015 and consolidated review opinion on the results for the quarter ended and nine months ended 31 December 2015 were qualified in respect of this matter.

Management’s views:

During the previous year ended 31 March 2015, the Company entered into deeds of assignment to transfer all the rights, title and obligations of its land and building situated at Gandhinagar to another company for a consideration of Rs, 50.52 Crores. Subsequent to previous year end, the lender to whom these assets were provided as security provided its in principal approval for the said transfer subject to fulfillment of conditions stated therein. The said transfer is pending approval from the relevant government authority and transfer of legal title that are considered to be procedural in nature.

Accordingly the Company had recognized profit on sale of Fixed Assets of Rs, 46.04 Crores (net of incidental expenses Rs, 3.39 Crores) during the year ended 31 March 2015. During the year the Company has received approval from the lender for sale of one of the property sold for consideration of Rs, 5.89 crores and also realized part consideration of Rs, 3.20 crores from the buyer. Subsequent to the year ended 31 March 2016, approval from the requisite authorities have also been received and sale deed has been executed between the Company and the buyer for transfer of legal title for one of the property. The Company has applied for requisite approval for the balance properties which are still awaited as of date. Accordingly management believes that the Internal Financial Controls are operating effectively.

II. In our opinion, according to the information and explanations given to us and based on our audit, the following material weakness has been identified in the operating effectiveness of the Holding Company’s Internal Financial Control over Financial Reporting (IFCoFR) as at 31 March 2016:

The Holding Company’s internal financial control over evaluation of accounting of non-routine transactions was not operating effectively. This has, during the year, resulted in non-reversal of transaction of sale of properties recorded in the previous year due to inappropriate evaluation of timing of transfer of risk and reward. This has led to misstatements of long-term loans and advances, tangible assets, other current assets, other current liabilities, prior period items, tax expense and resultant impact on the loss before tax and the reserves and surplus as at and for the year ended 31 March 2016.

A ‘material weakness’ is a deficiency or a combination of deficiencies in IFCoFR, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We have considered the material weakness identified and reported above in determining the nature, timing and extent of audit test applied in our audit of the 31 March 2016 financial statements of the Holding Company and the material weakness has affected our opinion on the consolidated financial statements of the Holding Company and we have issued a qualified opinion on the consolidated financial statements

Management’s views:

During the previous year ended 31 March 2015, the Company entered into deeds of assignment to transfer all the rights, title and obligations of its land and building situated at Gandhinagar to another company for a consideration of Rs, 50.52 Crores. Subsequent to previous year end, the lender to whom these assets were provided as security provided its in principal approval for the said transfer subject to fulfillment of conditions stated therein. The said transfer is pending approval from the relevant government authority and transfer of legal title that are considered to be procedural in nature. Accordingly the Company had recognized profit on sale of Fixed Assets of Rs, 46.04 Crores (net of incidental expenses Rs, 3.39 Crores) during the year ended 31 March 2015. During the year the Company has received approval from the lender for sale of one of the property sold for consideration of Rs, 5.89 crores and also realized part consideration of Rs, 3.20 crores from the buyer. Subsequent to the year ended 31 March 2016, approval from the requisite authorities have also been received and sale deed has been executed between the Company and the buyer for transfer of legal title for one of the property. The Company has applied for requisite approval for the balance properties which are still awaited as of date. Accordingly management believes that the Internal Financial Controls are operating effectively.

11. Secretarial Auditors and their report

The Board has appointed Dr. S. K. Jain and Co., Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure I to this Report.

12. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2016 forms an integral part of this Report. The certificate required under SEBI (LODR) Regulations, 2016 from Practicing Company Secretaries confirming compliance with the conditions of corporate governance is annexed herewith marked as Annexure II.

13. Number of Board meetings

During the F.Y. 2015-16, Eight (8) Board meetings were held. Further detail on the same is available in Corporate Governance Report which forms part of this Annual Report.

14. Employees’ Stock Option Scheme

Pursuant to the shareholders approval dated April 21 2015, the Nomination and Remuneration Committee of the board of directors of the Company granted stock options as per the terms of ESOP Scheme 2015 approved on April 21 2015 to employees and directors of the Company and its subsidiaries. Following is the table giving detailed information with regard to the same.

Total options granting eligibility of the Company (A)

14,23,323

Options granted as on 31.3.2016 (B)

10,04,866

Options lapsed as on 31.3.2016 (C)

5,12,397

Options available for grant as on 31.3.2016 (A-B C)

9,30,854

Vesting has not started for any of the above grants.

15. Vigil Mechanism

The Vigil Mechanism of the Company in terms of the SEBI (LODR) Regulations, 2015 is incorporated under whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Ethics Officer or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link http://www.agcnetworks.com/home/policies.

16. Extract of Annual Return

Extract off the Annual Return of the Company in Form No. MGT-9 is annexed herewith as Annexure III of this report.

17. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and Articles of Association of the Company, Dr. (Mrs.) Sujaya Banerjee, Non-executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered herself for reappointment.

During the year, following appointment/resignation took place in Directors and Key Managerial Personnel of the Company.

Name

Event

Designation

Date of Event

Mr. Neeraj Gupta

Resignation

-

December 1, 2015

Mr. Sanjeev Verma

Re-designation

Whole Time Director

February 15, 2016

Mr. Anil Nair

Resignation

-

February 15, 2016

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (LODR) Regulations, 2015. For detailed composition of Board of Directors and various Committees, kindly refer ‘the report on Corporate Governance forming part of this report.

The Company has devised a Policy for performance evaluation of Directors, Board and senior management which include various criteria for performance evaluation of the same. The Company has also devised remuneration policy. These policies are annexed to this report as Annexure IV and V respectively.

18. Personnel

The Board places on record its appreciation for the hard work and dedicated efforts put in by all the employees. The relations between the management and employees continue to remain cordial on all fronts.

I n terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. Kindly refer Annexure VI of this report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

19. Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

(i) Part A pertaining to conservation of energy is not applicable to the Company.

(ii) Part B pertaining to particulars relating to technology absorption is as per Annexure VII to this report.

(iii) Part C pertaining to foreign exchange earnings and outgoings is as mentioned below.

Expenditure in foreign currency (accrual basis)

FY 2015-16

FY 2014-15

Rs, in Crores

Rs, in Crores

Training and software support upgrades

5.74

9.88

Maintenance services

8.33

8.74

Travelling expenses

1.29

1.28

Other matters

0.18

0

15.54

19.91

Earnings in foreign currency (accrual basis)

Rs, in Crores

Rs, in Crores

Sale of goods and services (Including sale from overseas branch and to Export Oriented Units)

7.37

11.03

Interest and commission income

3.27

6.12

10.64

17.15

20. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company’s website at the link http://www.agcnetworks.com/in/en/corporate-governance The Report on CSR activities is annexed herewith marked as Annexure VIII.

21. Risk Management Policy

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee.

22. Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Most of these are one time purchase/sales transactions except Loans and Advances transactions which are repayable on demand, and maintenance services transactions which are of the duration of 3 months to 12 months. Your Directors draw attention of the members to Note 33 (Consolidated) and 34 (stand-alone) to the financial statement which sets out related party disclosures.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.agcnetworks.com/home/policiei.

23. Directors’ Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 as at March 31, 2016 and of the profit/(loss) of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors 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) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2015-16.

24. Committees of the Company

The details relating to all the Committees constituted by the Company are mentioned in the ‘Report on Corporate Governance’, which forms a part of the Annual Report.

25. Acknowledgements

The Board is thankful to the Shareholders and the Bankers of the Company for their continued support. It also takes this opportunity to express gratitude to its various suppliers and its partners for their continued co-operation, support and assistance. Above all, the Board expresses its appreciation to each and every employee for his / her contribution, dedication and sense of commitment to the Company’s objectives.

For and on behalf of the Board of Directors

Sanjeev Verma Sujaya Banerjee

Whole Time Director Director

Mumbai

August 12, 2016


Mar 31, 2015

Dear Members,

The Directors hereby present the 29th Annual Report and the audited financial statements of the Company for the year ended March 31 2015.

1. Financial Results

The results of the Company on a standalone and Consolidated basis are as given below:

Rs./Cr. Standalone Consolidated Year ended Year ended Year ended Year ended 31/03/2015 31/03/2014 31/03/2015 31/03/2014

Sales & Services (Gross) 341.27 306.23 892.04 775.80

Sales & Services (Net) 350.83 323.75 897.17 794.42

Profit before interest, depreciation & tax (EBIDTA) 31.63 -106.57 62.04 -197.52

Less : Interest and finance charges (Net) 24.17 29.29 25.92 36.39

Less : Depreciation 5.13 9.04 18.44 40.14

Profit before tax from continuing operations 2.33 -144.90 17.68 -274.05

Less : Provision for tax (including Deferred tax) 2.71 0.18 2.91 -2.46

Profit after tax from continuing operations -0.38 -145.08 14.77 -271.59

Profit after tax from discontinuing operations 0.00 0.00 0.00 -10.60

Profit after tax -0.38 -145.08 14.77 -282.19

Balance brought forward from previous year -89.90 55.18 -148.30 94.60

Amount available for appropriation -90.28 -89.90 -133.53 -187.59

Appropriations :

Profit on Demerger/ Additional Depreciation 0.00 0.00 0.59 -39.29

Transfer to General Reserve 0.00 0.00 0.00 0.00

Balance carried to Balance Sheet -90.28 -89.90 -134.12 -148.30

2. Dividend

In view of the losses, your Directors have not recommended any dividend for the financial year ended March 31,2015.

3. Financial Performance

The Company, for the year ended March 31, 2015 recorded a gross turnover of Rs. 341.27 Crores as against Rs. 306.23 Crores for the period ended March 31,2014. The profit before tax is Rs. 2.33 Crores for the period ended March 31,2015 as against loss before tax of Rs. 144.90 Crores for the previous period. The net loss for period ended March 31,2015Rs.0.38 Crores as against net loss of Rs. 145.08 Crores for the previous period.

4. Operations

According to IMF, World Economic Outlook, global growth in 2014 was a modest 3.4 percent, reflecting a pickup in growth in advanced economies relative to the previous year and a slowdown in emerging market and developing economies. Complex forces that affected global activity in 2014 are still shaping the outlook. Growth is projected to be stronger in 2015 relative to 2014 in advanced economies, but weaker in emerging markets, reflecting more subdued prospects for some large emerging market economies and oil exporters.

Span of Projects undertaken across the globe

Despite the overall challenging market conditions, your Company has been able to sustain and win a significant number of contracts and project wins across verticals and geographies. Some of the prominent wins of varying sizes during the year were:

India

- Deployed a high performance server solution for a leading global bank

- Implemented a comprehensive communication solution including Voice, Video and underlying intelligent network for a leading steel manufacturer

- Enhanced the customer service capability of a leading computer peripherals manufacturer with AGC's service wrap around the call management suite

- Deployed Call center application services for a MNC Insurance company Nepal

- Dynamic services on IVR for the first private mobile operator in the country Bangladesh

- Enabled a virtualized environment for the country's second largest cellular service provider USA

- Deployed communication systems for a Republic & wealth management bank in the US

- Completed a UC solution and professional services implementation for the tenth largest accountancy firm in the US

- Implemented a UC system for one of the largest financial services companies in US

- Won a large multi OEM services contract in the Midwest and Southeast USA

- Implemented a significant enterprise project win in a competitive city government bid in the Southwest and got a customer satisfaction score of 9.5 on a scale of 10

- Got a UC deal from one of the largest banking organizations headquartered in Atlanta, serving a broad range of consumer, commercial, corporate and institutional clients

- Wireless and data infrastructure project for a medium player in the gaming industry in the Midwest

- UC and contact center deployment with a State / Local entity in the Southeast

- Large maintenance and AGC services contract with a large Nationwide manufacturer

- Accomplished successful AV design integration and solutioning for a global leader in multichannel customer experience

Australia

- Deployed a large Unified Communications upgrade across 12 countries and signed an exclusive deal with a large BPO for their infrastructure

- Successfully completed a video conferencing project as a fully integrated UC service for an international university with campuses in Melbourne and Vietnam

Middle East & Africa

- Secured a large contract from a leading University of Ethiopia for a student information system

- Implemented the entire data centre with servers, storage & contact centre for one of the biggest car rental companies in Saudi Arabia.

- Enhanced AGC's foot print across Africa in Kenya, Ethopia & Rwanda

- Cyber Security solutions (setting up of SOC, database activity monitoring and security information management services) being implemented for three leading banks across Kenya and the Middle East

- Won a video conferencing deal from a diversified business conglomerates in Africa

- Awarded a large deal of Data Center Virtualization from a leading developer in UAE

5. Awards And Recognitions

Recognition from the partner community includes,

- ANZ Top Networking Partner from Avaya

- ANZ Partner of the Year 2014-15 from Avaya

- Partner of the Year - Western Region, India from Juniper

- Partner of the Year - Eastern Region, India from HP

6. Value Creation Through Technology Solutions

Your Company seeks to differentiate itself by being responsive while delivering superior technology solutions to accelerate our customers' business. To accomplish this, your Company has built a strong and experienced global leadership team to cultivate and grow durable bonds with OEMs and technology partners, who have consistently helped us identify emerging technologies that we integrate for customers globally to guide them with respect to their technology landscape. Focus on your Company's key areas of operations, supply chain efficiency and execution effectiveness have contributed to last mile efficiencies positively impacting the customers' business outcomes.

At AGC teams across functions and geos - from Sales to Solution Design specialists to Project Managers, the Alliance (OEM support) team, or backend support across HR, Marketing and Finance that impact customers, are all part of what we call The AGC Value Chain. When internal teams align their processes to enable a hassle free experience for the end customer, when this value chain seeks to create a seamless front-end for the customer, the process of doing business with AGC gets easier, going beyond transactions to create customers-for-life.

This spans the following four areas of focus for AGC.

The Z-Curve

AGC has been one of the early adopters of industry solutions and business-value based selling. A decade ago, while enjoying the market leadership in the Unified Communications (UC) space, AGC repositioned Communication - from merely being a customer service tool (and hence a cost element) to being a business accelerator (and hence a revenue element). By understanding process delays and embedding pertinent UC solutions, AGC was able to devise solutions for market activation, supply chain, field force, retail automation etc., with the underlying philosophy that communication can help loosely-couple business processes, thereby improving agility.

While this did help our customers accelerate their business and helped AGC diversify revenue streams, there were technology and market forces at work, more importantly in past few years that led AGC to look beyond UC offerings. We call this the Z-Curve. With mobility / smart phones / devices & consumerisation of IT at the access and virtualisation at the core, technology has been getting increasingly federated. This meant that voice & video communication channels were no longer a wrap-around layer around business processes. Communication was now deeply embedded across an imploding set of touch points interspersed across the entire infrastructure layer and touched both on-premise tech & the data center. Thus AGC's active play in the UC and NI & DC quadrants helped customers accelerate their business. The Cyber Security quadrant provides the required security to the infrastructure. Social media, federation of technology, Internet of Things (IOT) & advent of cloud/utility models also meant an increasing play for AGC in connecting infra with business applications through a basket of service offerings and consumption models. Applications & Services with offerings like SMAC, M2M, UC Apps, AGC GUARDIAN & Managed Services are the fourth quadrant.

Becoming the Trusted Advisor

With increasing user demands and shrinking budgets, today's CIO do a tight-rope walk more than ever before. AGC continues to work towards becoming a trusted advisor for its customer - a partner who can help sweat the capital already invested, thus improving ROTI (Return on Technology Investment). AGC has taken various initiatives in this direction (Tech Landscaping, Advanced Design Services, Customer Experience Centre, Tech Days, ideation forums like Xcelerate and TechFutures).

From International to Global

Having increased its footprint across continents, AGC now has formidable presence in India, North America, Australia / New Zealand, Middle East / Africa. AGC has now networked its engineering and design resources and follows a 'Central Kitchen' model out of India for continuous skill building and refresh thanks to the availability of skilled manpower and the potential cost arbitrage. AGC also has a central Solution Design Centre (SDC) based out of Pune in India that architects solutions across geographies. This team has crafted over 6000 technology solutions in the financial year. While AGC builds services-led local partnerships and skills in each geo in a calibrated fashion, its major focus remains on a set of key alliance partners and skills. This helps attract inbound investments and a seat on the global high table with OEMs and customers, slowly but surely transforming AGC into a global brand. Our increasing ability to absorb the service related skills of newer brands reinforces both our solution integration abilities and our competitive advantage.

Shaping the Future

Your Company enables technology decisions that are consumption-led, software-defined and device-delivered. With traditional models (CapEx), mega trends like all-things-digital, SDX and emerging models (Cloud & Managed Services) as a key enabler for business, AGC helps CIOs deliver business outcomes. AGC is prepared to offer both the traditional as well as the newer models to its customers by building its own Cloud offerings, re-selling Public Clouds and offering Advanced Srvices around building / managing Hybrid Clouds along side its traditional CapEx offerings.

7. Organizational Initiatives

At AGC, we place utmost importance on our people and constantly work towards building and maintaining a progressive working environment. HR policies are continuously aligned with the organization's strategy to drive company values and culture to benefit the employee and our business needs.

During this year, the Company initiated measures to optimize resource utilization. The Company's employee strength was optimized to promote productivity and growth. Aligned to this agenda, Global Talent Exchange (GTEx) and Internal Job Postings (IJP) have been initiated for fulfilling global resource requirements. This helped support our agenda for individual growth and team development.

Other organizational initiatives have been:

- World Environment Day - AGC being a responsible corporate citizen celebrated World Environment Day on 5th June globally with the intent to sensitize employees to be environment conscious and support a sustainable green environment. A series of go green initiatives were conducted that included - AGC Recycle Drive, AGC Tree Plantation Drive, AGC Car Pooling Initiative etc.

- Outreach - A global all hands communication platform.

- Quest - An employee connect initiative in Q& A format with our MD & CEO initiated for all global employees to freely ask questions. The session helped gain meaningful insight across all geos to align all AGCians towards a common purpose.

- AGC Annual Day - With AGC entering its 30th year of serving customers in the ICT space; AGCians came together to celebrate a fun-filled day. It was an opportunity to connect with AGC senior leadership, esteemed OEMs / Partners and Customers, and applaud fellow AGCians for their exemplary performance and witness exceptional talent through the AGC Talent show. This facilitated a collaborative work culture and built camaraderie as employees engaged in a range of activities encompassing both celebrations and fun events.

- Envision - an ideation meet with MD& CEO, to discuss ideas and brainstorm suggestions, communicate strategic views and future plans and discuss ways to accelerate business; a platform to gather market intelligence, ignite creative thinking, brainstorm and ideate to build new pathways to the market and understand the needs of customers and vendors.

- Our Learning and development offerings - have been customized for employees across career levels, skill and domains. Learning expertise has been cultivated in-house, in the form of dedicated internal trainers and lab modules. New learning and development methodologies were launched to maximize individual capability and performance. In FY15, 1861 training mandays were clocked covering 90% unique employees with 363 key OEM certifications.

- Talent Engagement - is a key imperative to build employee connect through communication and employee interventions. We have established multiple channels to connect employees with leaders as well as peer groups and enable continuous and transparent communication.

- CSR - As a responsible corporate organization, AGC has been consistently working towards adding value to the society through some of its community initiatives such as, 'Recycle Karo Drive' for paper and electronic waste and 'Hastashilp' a carnival of arts and crafts.

Our Annual Employee Engagement Survey - is used as a tool to assess employees' attitudes, beliefs and perceptions about AGC, identify key engagement drivers and recognize opportunity areas. The global employee engagement score for FY15 was at 84%, reflecting a highly engaged and motivated workforce.

8. Management's Discussion and Analysis report

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 integral part of the Annual Report.

9. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were reviewed and no reportable material weakness in the design or operation was observed.

10. Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

11. Subsidiaries

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiaries companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

During the year, AGCNETWORKS Philippines INC. became subsidiary of the Company through its Singapore Wholly Owned Subsidiary. A statement containing salient features of the financial statements of each of the subsidiaries of the Company in Form No. AOC-1 is presented on page No. 136 of this Annual Report.

12. Particulars of Loans given, investments made, Guarantees given and securities provided

Particulars of Loans given, investments made, Guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to financial statements.

13. Statutory Auditors and their report

M/s. Walker Chandiok & Co LLP, Chartered Accountants, Mumbai, Statutory Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes to financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. Following were the reservation/qualifications mentioned in their Audit Report for the financial year ended 31st March, 2015, along with Company's explanation for the same.

A. Standalone Audit report

As stated in Note 28(d) to the financial statements, during the year the Company has recognized sale of properties having aggregate carrying value of Rs. 1.09 crores and profit on such sale amounting to Rs. 46.04 crores (net of incidental selling expenses amounting to Rs. 3.39 crores) under 'exceptional items'. In our opinion, as the significant risks and rewards for the said property have not been transferred during the year ended 31 March 2015, recognition of such sale is not in accordance with the principles laid under Accounting Standard (AS) 9 Revenue Recognition. Had the Company not recognized such sale, loss after tax for the year ended 31 March 2015 would have been higher by Rs. 46.04 crores; tax expense would have been lower by Rs. 3.27 crores; non-current loans and advances would have been higher by Rs. 3.27 crores and the reserves and surplus, other current assets and other current liabilities as at that date would have been lower by Rs. 42.77 crores, Rs. 50.52 crores and Rs. 3.39 crores, respectively. Further the carrying value of tangible assets as at 31 March 2015 would have been higher by Rs. 1.09 crores

B. Consolidated Audit report

As stated in Note 26(d) to the financial statements, during the year the Company has recognized sale of properties having aggregate carrying value of Rs. 1.09 crores and profit on such sale amounting to Rs.46.04 crores (net of incidental selling expenses amounting to Rs. 3.39 crores) under 'exceptional items'. In our opinion, as the significant risks and rewards for the said property have not been transferred during the year ended 31 March 2015, recognition of such sale is not in accordance with the principles laid under Accounting Standard (AS) 9 Revenue Recognition. Had the Company not recognized such sale, loss after tax for the year ended 31 March 2015 would have been higher by Rs. 46.04 crores; tax expense would have been lower by Rs. 3.27 crores; non-current loans and advances would have been higher by Rs. 3.27 crores and the reserves and surplus, other current assets and other current liabilities as at that date would have been lower by Rs. 42.77 crores, Rs. 50.52 crores and Rs. 3.39 crores, respectively. Further the carrying value of tangible assets as at 31 March 2015 would have been higher by Rs. 1.09 crores.

Management's explanation with reference to A and B above

The Company has entered into deeds of assignment during the year to transfer all the rights, title and obligations of its land and building situated at Gandhinagar to another company. Subsequent to the year end, the lender to whom these assets were provided as security has provided its in-principal approval for the said transfer subject to fulfillment of conditions stated therein. The said transfer is pending approval from the relevant government authority and transfer of legal title ,that are considered to be procedural in nature. Company has recognized profit on sale of Fixed Assets of Rs. 46.04 Crores disclosed under the head "Exceptional Item".

14. Secretarial Auditors and their report

The Board has appointed Dr. S. K. Jain and Co., Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as Annexure I to this Report.

15. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The certificate required under clause 49(XI)(A) from Practicing Company Secretaries confirming compliance with the conditions of corporate governance is annexed herewith marked as Annexure II.

16. Number of Board meetings

During the F.Y. 2014-15, Seventeen (17) Board meetings were held. Further detail on the same in available in Corporate Governance Report which forms part of this Annual Report.

17. Employees' Stock Option Scheme

Pursuant to the shareholders approval dated April 21 2015, the Nomination and Remuneration Committee of the board of directors of the Company granted 1,004,866 stock options equivalent to 3.53% of equity paid-up capital of the Company on 14th May, 2015 as per the terms of ESOP Scheme 2015 approved on April 21 2015.

18. Vigil Mechanism

The Vigil Mechanism of the Company in terms of the Listing Agreement is incorporated under whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Ethics Officer or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link http://www.agcnetworks.com/home/policies.

19. Extract of Annual Return

Extract of the Annual Return of the Company in Form No. MGT-9 is annexed herewith as Annexure III of this report.

20. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Neeraj Gupta and Mr. Sanjeev Verma, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

During the year at 28th Annual General Meeting of the Company, members of the Company appointed Mr. Anil Nair (as Managing Director and Chief Executive Officer), Mr. Manhar Mandaliya (as Independent Director), Mr. Neeraj Gupta (as Non-executive Director), Mr. Sanjeev Verma [as whole time director, who on 19th October, 2014, resigned from his whole-time directorship and continued to be Director (non-executive)] of the Company, and re-appointed Mr. Shuva Mandal and Mr. Sujay Sheth (Independent Directors of the Company).

The Board has appointed Dr. (Mrs.) Sujaya Banerjee (as Non-Executive Director of the Company) during the year, and Mr. Jangoo Dalal was appointed as Additional Director (to be designated as Independent Director) by the Board on 27th May, 2015.

The Board also approved appointment of Mr. Amal Thakore as Chief Financial Officer of the Company during the year.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Directors, Board and senior management which include various criteria for performance evaluation of the same. The Company has also devised remuneration policy. These policies are annexed to this report as Annexure IV and V respectively.

21. Personnel

The Board places on record its appreciation for the hard work and dedicated efforts put in by all the employees. The relations between the management and employees continue to remain cordial on all fronts.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. Kindly refer Annexure VI of this report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

22. Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

(i) Part A pertaining to conservation of energy is not applicable to the Company.

(ii) Part B pertaining to particulars relating to technology absorption is as per Annexure VII to this report.

(iii) Part C pertaining to foreign exchange earnings and outgoings is as mentioned below.

Expenditure in foreign currency (accrual basis) 31-Mar-15 31-Mar-14

Rs. in Crores Rs. in Crores

Training and software support upgrades 9.88 17.14

Maintenance services 8.74 10.14

Travelling expenses 1.28 2.85

Other matters 0 0.01

19.91 30.14

Earnings in foreign currency (accrual basis) Rs. in Crores Rs. in Crores

Sale of goods and services 11.03 18.74 (Including sale from overseas branch and to Export Oriented Units)

Interest and commission income 6.12 -

17.15 18.74

23. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link http://www.agcnetworks.com/in/en/ corporate-governance.

The Report on CSR activities is annexed herewith marked as Annexure VIII.

24. Risk Management Policy

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

25. Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Most of these are one time purchase/sales transactions except Loans and Advances transactions which are repayable on demand, and maintenance services transactions which are of the duration of 3 months to 12 months. Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.agcnetworks.com/home/ policies.

26. Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors 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 as at March 31,2015 and of the profit/(loss) of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors 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) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27. Committees of the Company

The details relating to all the Committees constituted by the Company are mentioned in the 'Corporate Governance Report', which forms a part of the Annual Report.

28. Acknowledgements

The Board is thankful to the Shareholders and the Bankers of the Company for their continued support. It also takes this opportunity to express gratitude to its various suppliers and its partners for their continued co-operation, support and assistance. Above all, the Board expresses its appreciation to each and every employee for his / her contribution, dedication and sense of commitment to the Company's objectives.

For and on behalf of the Board of Directors

AGC Networks Limited Anil Nair Neeraj Gupta Managing Director & CEO Director

Mumbai June 25, 2015


Mar 31, 2014

Dear Members,

1. The Directors hereby present the 28th Annual Report together with the audited Balance Sheet and Profit and Loss Account for the year ended 31st March 2014.

2. Financial Results

The results of the Company on a standalone and consolidated basis are as given below:

Rs./Millions

Standalone Consolidated

Year ended Year ended Year ended Year ended 31/03/2014 31/03/2013 31/03/2014 31/03/2013

Sales & Services (Gross) 3063 5976 7758 10533

Sales & Services (Net) 3238 6365 7944 10927

Profit before interest, depreciations tax (EBIDA) -1062 281 -1975 682

Less: Interest and finance charges (Net) 297 323 364 362

Less: Depreciation 90 112 402 163

Profit before tax from continuing operations -1449 -154 -2741 157

Less : Provision for tax (including Deferred tax) 2 78 -25 120

Profit after tax from continuing operations -1451 -232 -2716 37

Profit after tax from discontinuing operations 0 0 -106 -256

Profit after tax -1451 -232 -2822 -219

Balance brought forward from previous year 552 784 946 1165

Amount available for appropriation -899 552 -1876 946

Appropriations:

Profit on Demerger 0 -393 0

Transfer to General Reserve 0 0 0

Balance carried to Balance Sheet -899 552 -1483 946

3. Financial Performance

The Company, for the period ended March 31, 2014 recorded a gross turnover of Rs. 3063 millions as against Rs. 5976 millions for the period ended March 31, 2013. The loss before tax is Rs. 1449 millions for the period ended March 31, 2014 as against loss before tax of Rs. 154 millions for the previous period. The net loss is Rs. 1451 millions as against net loss of Rs. 232 millions for the previous period.

4. Operations

The world economy continued to experience subdued growth throughout FY 2014 as most major economies continued to underperform. In the same period, the US economy experienced a positive growth in spite of being plagued by worries over a high unemployment rate and the US fiscal cliff. In the emerging economies such as China and India, growth continued, albeit at a slower pace. Both these economies faced stiff but different macro headwinds. China appeared to have backstopped the slowdown, matching the growth rate of the previous year. In India, the GDP improved marginally compared to the previous year. Factors like sustained inflations, weakening local currency, alarming fiscal deficit and overall slowdown in demand weighed down heavily on the overall output.

Despite the challenging market conditions, your Company was able to secure a significant number of contracts and project wins across various sectors and geographies. Some of the prominent wins during the year were:

India

- A single sign on solution, to handle up to 2 lakh concurrent sessions has been provided to one of India''s leading investment Bank

- Deployment of a unique Trunk-and-Tank locking system to control pilferage for a Fortune 500 Oil and Natural gas company

- Delivery of a solution with 100 video endpoints connecting all offices for one of Nepal''s first private mobile operator

- A win in the Data Center and Virtualization practice for Servers, Storage and Data Center for a Electricity regulation board

- Providing of a Unified Communications solution including passport replacement and TDM to IP logger migration for India''s Premier technology support company

- Transformation of the Network infrastructure for Summit Communications - a large telecom company in Bangladesh, through the deployment of a high performing mobile backhaul solution

- Deployment of an end to end Unified Communications solution spanning Voice & Video to a large Indian media and entertainment company across its 15 branches

- Migration of IPLC to MPLS across 7 locations (2 of which are in USA) for a global leader providing integrated technology and operations-based solutions

- Completion of a consulting project to enable a Large Housing Project Company implement Information Security Management Systems and achieve ISO 27001 certification

USA

- A multi million dollar Services Contract from one of the Top 10 Banks in US Australia

- Contract from an Australian multinational corporation to provide Unified Communications solution for CM upgrade, maintenance and full time onsite support

- Won a huge order for CM upgrade across 12 APAC countries for a global IT vendor Middle East & Africa

- End toend solution provided across Audio Videosolutions, Data centre and Virtualization and Unified Communications for creation of spacious residential communities within 4.2 mn sq meters

- Two large Board room orders for Middle East''s and North Africa''s leading communications conglomerate and a leading hospital in Dubai

The Company further affirmed its presence in the North American market with its acquisition of the technology integration business of Transcend United Technologies LLC, a global IT systems integration company thus enabling expansion in its operations in this important geography. Your Company shall continue to increase its focus in the US region thus being a significant contributor in the upcoming financial year. North America is the world''s largest marketplace for information, communications technology (ICT) with well over USD 1 trillion in market size and 1/3 of the global market share. Seemingly unlimited number of technology integrators with considerable scale (USD 25 million and over) are to target for corporate development allowing for better returns on investment probability.

The Company has been able to reap the benefits of the growing enterprise IT spending in the US. The addition of over 1500 customers to the Company''s customer base, in the FY 2014 has also augmented the company''s range of capabilities.

5. Business Outlook

According to IMF''s forecast, global growth is projected to strengthen from 3 per cent to 3.6 per cent in 2014, and 3.9 per cent in 2015. In the advanced economies, growth is expected to increase to around 2.25 per cent in 2014-15. The US economy is expected to experience a strong growth of around 2.75 per cent. Similarly, in the emerging and developing economies, growth is expected to pick up to around 5 per cent in 2014. These macro developments indicate a positive outlook for the IT industry.

6. Awards and Recognitions

- The Company received honours from the technology partner community:

- Industry Partner of the Year - BFSI from Microsoft Corporation

- Strategic Win 2013- Enterprise Sector from Juniper Networks

- Country Partner of the Year from AVAYA

- Video Collaboration Partner of the Year from AVAYA

7. New Solutions - Value creation for customers

Your Company has been able to differentiate itself by being responsive, delivering superior technology solutions and thus contributing to the customers'' business outcome positively. Your Company has built a strong and experienced global leadership team coupled with a strengthening bond with the technology partner ecosystem. This combination has over time, and consistently, helped us identify emerging technologies that we continue to integrate for customers globally to guide them through the cycle of technology evolution. An accelerated focus on Your Company''s key areas of operations, supply chain efficiency and execution effectiveness have made last mile connects effective, thus positively impacting the customers business outcomes.

This spans the following three areas of focus in the new financial year.

A. Holistic technology solutions architecture

B. Services portfolio

C. Cyber Security Services

A. Holistic technology solutions architecture

FY 2014 has witnessed a sea-change in technology, focused around improving customer experience and business outcomes. The AGC solution architects have a unique approach in architecting solutions to positively impacts customer''s businesses.

We continue to strengthen our unique proposition of having a very effective combination of field solution architects in the form of "Regional Presales" teams, the "Solution Design Center (SDC)" that alleviates the regional presales of backend work and also adds tremendous value by shortening the sales cycle, the "Customer Experience Center" that showcases unique solutions that add value to customers, and "global solution engineering" - a virtual team of subject matter experts across the breadth of AGC''s offerings. The team has added a plethora of products and solutions to AGC''s portfolio, to increase AGC''s relevance in an ever changing market.

The teams have been fortified by adding breadth to the solutions around Customer experience, network and compute infrastructure and consulting. Each location and geography has a self sustaining model to handle and meet customer requirements, encompassing almost all solutions that AGC offers. The team proactively reaches out to customers to evangelize new trends, technologies and solutions that are on offer. Your Company has witnessed and won several global requirements, thanks largely to the global reach (local presence in all the geographies that we operate in) and our effective back-end teams like SDC.

With renewed thrust on consultative selling, your Company will steer customer engagements towards the final objective of developing collaboration, automation and integrated technology solutions which accelerate their business. The pre- sales teams focus is on being Technology Consultants for customers.

Your Company crafts meaningful and optimized solutions for leading technology brands and sitting at the heart of this is the Solutions Design Centre (SDC). From offering BoM / architecture documentation till a few years ago, this team of around 25 professionals based at our Pune office now offers back end support to AGC teams globally. International geos like North America and MEA have made tremendous use of the SDC for creating various solutions for their customers. The SDC has also launched the "solution portal" which has a world of information for employees, to empower them to offer solutions that add tremendous value to customers. One of the proud achievements of the SDC is the way fresh graduates are trained and mentored to be a part of the team. They are eventually drawn upon to strengthen our regional presence. The SDC team has catered to over 5000 requests during the financial year, a testimony to the opportunity before us.

The Customer Experience Center (CEC) has grown from strength to strength. From being the finest showcase among all technology companies in India, it has added the most recent to the most relevant solutions that are demonstrable. CEC has had the privilege of hosting some of the stalwarts of the Indian industry that have gone back with a sense of satisfaction and confidence in AGC to deliver value.

The year has been a year of growth, from newer geographies, to more market challenges to an innovative solutions portfolio being created and delivered. There have been customer wins with unique solutions, all created with the teams global experience and research. Your Company continues to be the preferred Solutions Integrator for customers with multi-geography requirements.

The holistic solutions delivery teams have created value spanning,

- Unique customized solutions for customers - globally

- Building optimum solutions that best fit client requirements

- Optimizing partnerships with global technology partners

B. Services portfolio

Being known as strong player in Unified Communication / Contact Center segment has helped to position AGC as a leading Solutions Integrator across technology quadrants. This has been possible due to the dedicated focus on customer satisfaction; retention and readiness to provide solutions around various technologies. The service delivery team is equipped to deliver support across,

- Multi technology solutions

- Multi skilled resources

- Portfolio of Service offerings

- Strong Project management skill set

- Global locations

The services portfolio spans maintenance, deployment, consulting, applications and Information security through customization and optimization being offered as a seamless and unique service delivery offering.

AGC has a unique advantage of offering services on direct, sell through models to customers and to the customer''s customer. A strong focus on long term successful technology partnerships are an offering to our global customers. Your Company has successfully implemented a seamless services delivery model across all global offices to enable a uniform experience across the globe. Over the years, there has been a consistent Customer Satisfaction Score (CuSat) with a rating of 78% CuSat in FY 2014 which is above industry standards.

C. Cyber Security Services

The growing menace of cybercrime is impacting the global economy significantly with estimated annual losses of up to USD 575 billion, a report by cyber security solutions firm McAfee revealed. Cyber attack on Target Corporation alone has stripped banks and credit unions of USD 200M.

The widespread security breaches reportedly compromised of 40 million credit & debit cards and are costing Banks heavily to reissue.

Planning for the risk around Digital and Cyber led security has today become a Board Room issue. The growing rate of cybercrime is increasing the demand for information security experts worldwide.

This division of AGC is working in tandem with customers to help them with security planning to meet and anticipate the current and future business requirement.

AGC has implemented a strong Information Security Management Systems and is certified on ISO 27001, ISO 9001 and SSAE 16 for its US operations.

8. Organizational Initiatives

Your Company places utmost importance on its people and constantly works towards building and maintaining a progressive working environment. An organization''s policies and practices are one of the factors to create a visible output of the business performance. Thereby, the HR policies continuously align with the organization''s strategy and drive the Company values and culture. In view of this, few HR policies were revised in line to benefit employees and business needs.

During this year, the Company initiated measures to optimize resource utilization. The Company''s employee strength was optimized based on the organizational restructuring. Aligned to this agenda, Global Talent Exchange (GTEx) and Internal Job Postings (UP) have been considered for global resource requirements. This also enabled providing individual growth and development opportunities to the employees.

New learning and development methodologies were launched to maximize capacity of individual performance. The training man-hours clocked for this year was 55,265 hours and thus resulted in increased employee coverage by 12% from the previous year. Fresh graduate trainees have been infused in the Company with induction and on the job training of 2.5 months towards building talent pipeline.

Continuous employee engagement initiatives have been implemented throughout the year to promote bonding of employees amongst themselves and the senior management. As a responsible corporate citizen, AGC has been persistently working towards adding value to the society through some of its widely acclaimed community initiatives such as Tree Plantation Drive ''Greenwave'', Recycle Kara Drive for paper & electronic waste, Eco - friendly Ganapati celebration, Child Education campaign in association with Pratham Books, an NGO with a mission of seeing ''a book in every child''s hand'', raised charity fund by employees participating in marathons.

9. Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

10. Subsidiaries

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiaries companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

11. Auditors and their observations

Members are requested to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. The Company has received consent to act as statutory auditors of the Company from M/s. Walker, Chandiok & Co, LLP, Chartered Accountants, Mumbai. And the same is put before this AGM for the approval of the members.

The accounts of the Company for the financial year ended on 31st March, 2014 were audited by M/s. S. R. Batliboi and Associates LLP. Following were the observations mentioned in their Audit Report for the financial year ended on 31st March, 2014, along with Company''s explanation for the same.

A. Standalone Audit report

The Company has certain trade and other receivables aggregating to Rs. 85 million, which in our opinion are doubtful of recovery. Had the company recorded a provision for these receivables in the financial statements, the loss after tax for the year would have been higher by Rs. 85 million, trade and other receivables and reserves and surplus would have been lower by Rs. 85 million.

B. Consolidated Audit report

The Company has certain trade and other receivables aggregating to Rs. 386 million, which in our opinion are doubtful of recovery. Had the Company recorded a provision on these receivables in the consolidated financial statements, the consolidated loss after tax for the year would have been higher by Rs. 386 million, trade and other receivables and reserves and surplus would have been lower by Rs. 386 million.

With reference to A and B above - Out of Rs. 85 million and Rs. 386 million debtors as identified by the auditors, Rs. 45 million and Rs 89 million respectively have already been received as on date. The Company is actively pursuing the remaining outstanding, and is confident of the recovery

CARO Report

C) 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 the Company and the nature of its business, for the purchase of fixed assets. However, internal control system for purchases of inventory and sale of goods and services is inadequate since some of these were inappropriately recognized in earlier years and have been reversed in the current year. Except for the above, during the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

D) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds amounting to Rs. 546 million raised on short term basis in the form of cash credit facility from banks have been used for long-term investment representing acquisition of fixed assets and funding of losses.

With reference to D above - Given the need for having permanent working capital in the business at low cost, the Company had been working with its bankers for converting certain working capital lines in to long term loans. Post 31st March, 2014, the Company''s bankers have converted Rs. 45 Crores in to a long term facility. Hence only during negotiation and prior to finalization of this facility, as on 31.3.14, Rs. 54 Crores appeared as short term loans.

E) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we are not aware of any fraud on or by the Company noticed or reported during the year except that the management of the Company has identified certain instances of inappropriate recognition of revenue and costs during the earlier years aggregating to Rs. 180 million and Rs. 36 million respectively which have been reversed during the current year.

With reference to C and E above - The Company has been in the process of setting up stringent systems including revenue assurance matrix. In this process it was found through internal audit reports that revenue from certain contracts in earlier years, was not in line with the conservative accounting policy in this regard. Hence the same were appropriately accounted in the current year which resulted in the said revenue reversal.

12. Personnel

The Board places on record its appreciation for the hard work and dedicated efforts put in by all the employees. The relations between the management and employees continue to remain cordial on all fronts.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual

Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

13. Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

i) Part A pertaining to conservation of energy is not applicable to the Company.

ii) Part B pertaining to particulars relating to technology absorption is as per Annexure B to this report, iii) Part C pertaining to foreign exchange earnings and outgoings is as contained in notes to the accounts.

14. Directors'' Responsibility Statement as per Section 217 (2AA)

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 of the Company for that period;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

15. Committees of the Company

The details relating to all the Committees constituted by the Company are mentioned in the ''Corporate Governance Report'', which forms a part of the Annual Report.

16. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretaries'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

17. Acknowledgements

The Board is thankful to the Shareholders and the Bankers of the Company for their continued support. It also takes this opportunity to express gratitude to its various suppliers and its partners for their continued co-operation, support and assistance. Above all, the Board expresses its appreciation to each and every employee for his/ her contribution, dedication and sense of commitment to the Company''s objectives.

For and on behalf of the Board of Directors

Sanjeev Verma Neeraj Gupta Director Director

Place : Mumbai Date : June 26, 2014


Mar 31, 2013

1. The Directors hereby present the 27th Annual Report together with the audited Balance Sheet and Profit and Loss Account for the year ended 31st March 2013.

2. Financial Results

The results of the Company on a standalone and Consolidated basis are as given below:

(Rs.in Millions)

Standalone Consolidated Year ended Year ended Year ended Year ended 31/03/ 2013 31/03/ 2012 31/03/ 2013 31/03 /2012

Sales & Services (Gross) 5,910 6,240 10,612 9,976

Sales & Services (Net) (incl. Other Income) 6,365 6,324 11,095 10,075

Profit before interest, depreciation & tax (EBITDA) 280 480 426 1,110

Less: Interest and finance charges 323 63 362 85

Less : Depreciation 111 127 163 162

(Loss) / Profit before tax (154) 290 (99) 863

Less: Provision for tax (including Deferred tax) 78 127 120 228

(Loss) / Profit after tax (232) 163 (219) 635

Balance brought forward from previous year 784 885 1,165 794

Amount available for appropriation 552 1,048 946 1,429

Appropriations :

Proposed dividend 213 213

Corporate Dividend Tax 35 35

Transfer to General Reserve 16 16

Balance carried to Balance Sheet 552 784 946 1,165

3. Financial Performance

The Company, for the period ended March 31, 2013 recorded a gross turnover of Rs. 5,910 millions, as against Rs. 6,240 millions for the period ended March 31, 2012. The loss before tax is Rs. 154 millions for the period ended March 31, 2013 as against Profit before tax of Rs. 290 millions for the previous period. The Net loss is Rs. 232 millions as against Profit after tax of Rs. 163 millions for the previous period.

4. Operations

During the year under review, the global economy continued to reflect the persistent weakness in Europe, as global GDP growth slowed from the year before. In the same period, the US economy experienced a positive growth in spite of being plagued by worries over a high unemployment rate and the US fiscal cliff. Other major economies such as China were also affected, with its GDP experiencing its slowest growth since 1999. Similarly, India faced its lowest growth rate in ten years amidst internal pressures such as inflation, high nominal rates and a large fiscal deficit.

Despite the challenging market conditions, your Company was able to secure a significant number of contracts and project wins across various sectors. Some of the prominent wins across geographies during the year were:

- A Public Sector contract in the Infrastructure and Transportation segment to provide Networking, Data Centre Infrastructure and Security Solutions

- A solution in the Education Sector to provide Audio Video Solutions to a premier institute in the country

- A solution in the IT Sector to provide IT Infrastructure solutions to a global IT company

- A high performance Network Architecture solution built for future expansion delivered to an IT Consultancy enterprise

- An Application Security and high performance Network Solution delivered to a Telecom equipment manufacturer

- Win from a large Public Sector undertaking for deploying of access control system across 280 locations in the country

- Enabled the implementation of a safe city concept for one of the prominent state capitals in India

- Deployed an Audio Visual System to build State-of-the-Art Convocation Hall for IIT, Bombay

Your Company also affirmed its presence in the North American market with its acquisition of the technology integration business of Transcend United Technologies LLC, a global IT systems integration company. U.S. is the world''s largest marketplace for Information, Communications Technology (ICT) with well over US$1 trillion in market size1 and one-third of the global market share. Seemingly unlimited number of technology integrators with considerable scale (US$25 million and over) are to target for corporate development allowing for better returns on investment probability.

With this acquisition and in line with the 10 cube strategy, your Company is in a position to reap the benefits of the growing enterprise IT spending in North America. The acquisition added over 1500 customers to your Company''s customer base, and at the same time, augmented your Company''s range of capabilities.

Some of the significant wins in the US market are :

- Implemented and provide managed services for a Unified Communication solution for a large banking institution with over 1500 locations nationwide

- Designed, installed and support a Unified Communication solution for a manufacturing firm with facilities in North America, Central America, and South America

- Installed and manage a custom-designed Data Networking Infrastructure solution for a large health care provider in the mid-western United States

- Designed and implemented a 160 location wireless network for a very large religious institution in the northeast United States

- Implementation and support of a Unified Communication solution for one of the largest furniture and home retailers in the western United States

Your Company has been successful not only in India, but also in its global operations, including in the Middle East and African region. Some of the prominent wins in this region include:

- Sports Sector - IT Infrastructure contract with one of the world''s premier sporting destinations in the UAE

- Telecom Sector - Contact Centre Services contract with Africa''s largest integrated telecommunications company

- A Unified Communication Quadrant led solution delivered to a fast growing regional bank in the Middle East

- Largest SAP implementation on a green field project in the railway sector in Kenya In Australia some of the wins have been:

- Providing contact centre and CRM integration solutions and services to a leading motoring services organization

- Supplying new telephony and contact centre solutions to a leading car hire company covering over 100 branch locations as well as centralizing the contact centre

- Renewing State Government panel status for another term for the supply of full ICT solutions and services to government

- Major upgrade and expansion of the communications systems of an Australian-based global leader in pathology services

- Expanding the contact centre of one of the world''s most recognizable global IT companies from its multi site Australian operations, into New Zealand

- Establishing the Australian contact centre operations of a multination financial services institution, involving three core sites in Australia

- Securing the first data infrastructure deal in the carrier service provider market

- Significant upgrade of a critical business application for one of the largest funds administrators in Australia 1 U.S. Census Bureau, U.S. Bureau of Economic Analysis

5. Business Outlook

The International Monetary Foundation in its World Economic Outlook Report, April 2013, projects that the world economic recovery will gain traction in 2013 and 2014. It expects the world GDP to grow by 3.3 per cent in 2013 and by a further 4 per cent in 2014. This improvement in the global economic outlook will be followed by stronger spending on IT worldwide. According to Gartner Inc., the global IT spending is anticipated to grow by 4.1 per cent in 2013 and by 4 per cent in 20141. At the same time, worldwide enterprise software spending is forecast to total US$ 297 billion in 2013, a 6.4 per cent increase from 20122. While the IT spending worldwide is expected to grow, there is an increasingly visible shift in spending pattern across all IT sectors towards the nexus of Forces - social, mobile, information and cloud technology.

Your Company has aligned its operations to its customers'' needs and has positioned itself to ensure that it remains relevant as a Solutions Integrator across the globe. Your Company''s core growth strategy will continue to be its 10 Cube strategy, which emphasises 10 key practices and offerings through 10 key technology alliances to be taken to 10 key geographies across the globe. These key locations include new geographies like the US, Australia and the Middle East and African region. At the same time, India will continue to be a strong foothold for your Company. The core competencies created across verticals and solutions will be leveraged by the other geographies that AGC is growing in. It plans to expand its core business from the Unified Communication space to business applications, Data and Information Security, and Storage & Server services in other key global markets while also streamlining existing operations to keep them relevant and in line with plans.

As the IT industry is continually evolving, your Company places significant importance on innovation, which it considers a key to expand into new markets and new products. Reflecting this focus, your Company launched Solutions across 4 new verticals during the year:

1. BFSI

2. Education

3. Media & Entertainment

4. Government / Public Sector

These verticals have been developed with a customer-centric approach, as well as with your Company''s over-arching approach of ENABLING EXPERIECE for its customers.

6. Awards and Recognitions

Your Company produced an outstanding performance over the fiscal year in review, as witnessed by the honours it received:

1. NetApp Growth Partner of Year, 2012

2. Polycom Partner of the Year (India and SAARC)

3. Juniper IT/ITES Partner of the Year

4. Juniper South Region Partner of the Year, 2012

5. Strategic WIN of the Year, 2012 - Juniper

6. Ranked 3rd by DQ Best Employer IT Survey in India for its category

In addition, during the year, Mr. S K Jha, MD and CEO, was honoured by the Indian Institution of Industrial Engineering (HE) the ''CEO Award for Performance Excellence - Individual Category.''

7. New Solutions

Your Company has launched services into four new verticals during the year in review.

The first vertical is the BFSI vertical, in which your Company won a breakthrough deal to set up a Cheque Truncation System (CTS) for a consortium of 20 public sector banks. The Banking sector is emerging as a key growth opportunity both on the applications side as well as on the experience side. With galloping growth of smart devices and mobile internet, the way banking is done is undergoing a total transition from physical to digital. As more and more customers conduct their banking transactions online, there is a growing need to make this experience both safe as well as hassle- free. Your Company is developing solutions both for the bank as a customer as well as for the banks''s customers, aimed at creating Safe and Enhanced Solutions.

The second vertical is education, which experiences brisk growth, is immune to global economic cycles, and faces high demand all year round. With the increasing usage of technology-aided training in educational institutes that are creating Smart Classrooms with real-time classes/lectures being held across continents; this is a big opportunity for AGC to provide both Teaching and Management Solutions for the industry to cater to its needs. Your Company has developed Teaching Solutions and Management Solutions under which a whole range of products like Video Conferencing, Multimedia Labs, Online Examination, School Management Systems and Library Management Systems are offered.

The third evolving vertical from an ICT solutions perspective is Media and Entertainment which is experiencing increasing digitisation of late. This is expected to accumulate massive demand for high performance IT infrastructure, which your Company is poised to benefit from. Your Company has stamped its arrival into the vertical by offering Content Storage and Security, High Performance Computing, and High Performance Networks services to the industry players.

The fourth vertical is government and public sector which is increasing its spending on a consistent basis. Your Company has developed solutions ranging from Tele-medicine, E citizen Services and security and IP surveillance.

8. Organizational Initiatives

Your Company places utmost importance on its people. It believes in investing in its employees and providing them with a nurturing environment that contributes towards a meaningful career. This has culminated in the Employee Value Proposition (EVP) ''Get-Set-Go'' that helps employees at AGC to maximise their potential. AGC also provides its employees with various local and global opportunities through its Global Talent Exchange (GTEx) and Internal Job Postings (UP) policies to expand their horizons and develop in them nuanced perspectives.

Your Company constantly works towards building and maintaining a progressive working environment. Your Company maintains a multi-cultural and multi-ethnic workplace, adding value to the organization through cross-cultural integration. Your Company has also placed a greater emphasis on fostering gender diversity among its employees, as well as including differently-abled workers in its talent pool.

AGC believes in devoting some of its resources to its young and new employees, as it continually strives to improve its talent pipeline and develop future leaders. Your Company recruits talent from premier management and engineering institutes in India and abroad, and has a wholesome two months in-house Training and Deployment on Assessment program where new recruits receive on-going mentoring and customised training.

9. Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

10. Subsidiaries

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiaries companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

11. Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Shuva Mandal, retires by rotation and being eligible, offers himself for re-appointment.

At the Board meeting of the Company held on October 30, 2012, Mr. Aparup Sengupta resigned from the directorship of the Company. The Board places on record its sincere appreciation for the services rendered by him.

12. Auditors and their observations

Members are requested to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Mumbai, the retiring Auditors have under Section 224(1 B) of the Companies Act, 1956, furnished a certificate of their eligibility for re-appointment.

13. Personnel

The Board places on record its appreciation for the hard work and dedicated efforts put in by all the employees. The relations between the management and employees continue to remain cordial on all fronts.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

14. Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

(i) Part A pertaining to conservation of energy is not applicable to the Company.

(ii) Part B pertaining to particulars relating to technology absorption is as per Annexure B to this report. (iii) Part C pertaining to foreign exchange earnings and outgoings is as contained in notes to the accounts.

15. Directors'' Responsibility Statement as per Section 217 (2AA)

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 of the Company for that period;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

16. Audit Committee

The details relating to Audit Committee are mentioned in the ‘Corporate Governance Report'', which forms a part of the Annual Report.

17. Shareholders'' / Investors'' Grievance Committee

The details relating to Shareholders'' / Investors'' Grievance Committee are mentioned in the ‘Corporate Governance Report'', which forms a part of the Annual Report.

18. Ethics & Compliance Committee

The details relating to Ethics & Compliance Committee are mentioned in the ‘Corporate Governance Report'', which forms a part of the Annual Report.

19. Remuneration Committee

The details relating to Remuneration Committee are mentioned in the ‘Corporate Governance Report'', which forms a part of the Annual Report.

20. Executive Committee

The details relating to Executive Committee are mentioned in the ''Corporate Governance Report'', which forms a part of the Annual Report.

21. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

22. Increase in share capital

During the year, the Company issued and allotted 14,233,232 equity shares having face value of Rs. 10/- each towards issuance of Bonus shares in the ratio 1:1 to the existing shareholders of the Company. As a result, the outstanding issued, subscribed and paid-up shares of the Company increased from 14,233,232 shares as at 31st March, 2012 to 28,466,464 equity shares as at 31st March, 2013.

23. Acknowledgements

The Board is thankful to the Shareholders and the Bankers of the Company for their continued support. It also takes this opportunity to express gratitude to its various suppliers and its partners for their continued co-operation, support and assistance. Above all, the Board expresses its appreciation to each and every employee for his / her contribution, dedication and sense of commitment to the Company''s objectives.

For and on behalf of the Board of Directors of AGC Networks Limited

S. K. JHA SUDIP RUNGTA

MD & CEO Director

Place : Mumbai

Date : May 28, 2013


Mar 31, 2012

1. The Directors hereby present the Twenty Sixth Annual Report and the audited statement of accounts for the year ended March 31, 2012.

2. Financial Results

The results of the Company on a standalone and Consolidated basis are as given below:

Rs/millions

Standalone Consolidated

12 months 6 months 12 months 6 months Year ended Year ended Year ended Year ended 31/03/2012 31/03/2011 31/03/2012 31/03/2011

Sales & Services (Gross) 6240 3073 9976 3255

Sales & Services (Net) (including Other Income) 6324 3085 10075 3269

Profit before interest, depre ciation & tax (EBIDA) 435 231 1065 236

Less : Interest and finance charges (Net) 63 6 85 6

Less : Depreciation 82 37 117 38

Profit before tax 290 188 863 192

Less : Provision for tax (including Deferred tax) 127 60 228 60

Profit after tax 163 128 635 132

Balance brought forward from previous year 885 810 794 715

Amount available for appropriation 1048 938 1429 847 Appropriations :

Proposed dividend 213 32 213 32

Corporate Dividend Tax 35 5 35 5

Transfer to General Reserve 16 15 16 15

Balance carried to Balance Sheet 784 885 1165 794

3. Dividend

Your Directors are pleased to recommend the payment of dividend at the rate of Rs.15.00 per share (Previous Year Rs. 2.25 per share) on 1,42,33,232 Equity Shares of Rs. 10/- each for the year ended March 31, 2012, subject to the approval of the shareholders in the ensuing Annual General Meeting.

4. Financial Performance

The Company, for the period ended March 31, 2012 recorded a gross turnover of Rs. 6240 millions, as against Rs. 3073 millions for the period ended March 31, 2011. The profit before tax is Rs. 290 millions for the period ended March 31, 2012 as against Rs. 188 millions for the previous period. The profit after tax is Rs.163 millions as against Rs. 128 millions for the previous period.

5. Operations

During the period under review, there was a marginal recovery in the US economy. However, this was overshadowed by the Greek debt-crisis and the near collapse of the Euro in the Euro zone. The earthquake and tsunami in Japan further slowed the economy.

However, the Asian juggernaut continued to roll ahead registering impressive rates of growth. As in the previous year, growth in Asia was dominated by China and India, even though both these economies faced internal pressures of inflation, which slowed down growth rates.

Improved business sentiments in the US had a positive effect on global technological spending. Your company was firmly placed to reap benefits of this positive trend and registered significant top-line and bottom-line growth over the previous review period. All business verticals grew from strength to strength over the previous year.

This noteworthy performance of your Company was achieved by its sustained focus in ENABLING EXPERIENCE for its customers. Your Company has transformed over the last few years to become a SOLUTIONS INTEGRATOR from a SYTEMS INTEGRATOR, and thus offer its customers the entire gamut of IT based practices, solutions and services. Your Company continues to expand its offerings and garner larger share of the market. New products launched in the previous review period like Storage & Security Solutions, IT Governance Risk and Compliance (IT GRC) Consulting, Data Networking and Managed Services were well-received by customers and continue to find larger markets.

Your Company's established products in the UC segment comprising of Contact Centre and Enterprise Telephony also carried over their good performance from the previous year.

Joint Venture between AGC and Hareez International

AGC Networks Limited and Hareez Holding Limited have entered into a joint venture to provide IT services in Riyadh and other Middle East regions.

Kingdom of Saudi Arabia, is a very prominent market for Technology consumption. With AGC's solution offerings and Hareez's market knowledge, presence, relationship with the prospective customers in the Kingdom, the joint venture is poised for a speedy organic growth in the Kingdom.

Strategy & Tactics:

It envisages achieving this objective by identifying and developing multiple ICT service offerings in emerging growth areas as separate business opportunities such as Application Integration (SAP, Oracle), infrastructure support services, business intelligence services and telecommunication, Smart building solutions, reaching out to the citizens etc, and providing services to identified industry vertical from the cloud - pay as you go".

The growth plan includes offering a full service technology solution including systems integration, support services, software and networking solutions along with branded hardware products which the company hopes would enhance profitability significantly. Resources have been mobilized onsite to show commitment to the nation as a whole, with Best of Breed" solutions.

Joint Venture between AGC and one of the leading group in UAE

AGC and a leading UAE group have entered into a joint venture partnership to implement a citizen services solution and deliver it over 7 years. These services are envisaged around unique citizen identities.

This JV is expected to build, install, deploy and service support a functionally rich, Solution and System that would be dedicated for United Arab Emirates citizen to enhance the citizen services to start with and then potentially be extended to other GCC countries.

Overall business requirements:

- full Citizen service processing environment incorporating all online processing, web processing and accounting processes associated with the unique identities.

- A guaranteed current and ongoing compliance with global and regional mandates guidance and best practices

- Provide a minimum five year strategic solution roadmap that assures the company that the solution will allow the company to grow and deploy new services through the same product deployment

- A demonstrable and history of delivering large scale enterprise projects to the customer's satisfaction supported by customer references Currently, AGC together with its local partner, is doing a pilot project for the JV along with its ecosystem partners.

6. Business Outlook

As the global economy continues to improve and as India continues to grow, your Company expects to continue with its growth plan. The Company has aligned its operations to the customer needs and has positioned itself to ensure that it is relevant to the entire industry as a Solutions Integrator across the globe through its 10 cube strategy. The Company has focused on 10 key practices and offerings through 10 key technology alliances to be taken to 10 key geographies across the globe, which form the core of its growth strategy. The Company plans to grow its core business from the Contact Centre and Unified Communication space in India to business applications, Data and Information Security, Storage and Servers to other key global markets.

The Company focuses on innovation and considers innovation a key to expand into newer markets through newer products. During the review period, the Company launched three new offerings:

- Customer Experience Applications Suite

- Strategic Intelligence Solution Framework

- SAFE city Solution Framework

These have been developed with a customer-centric approach and the Company's over-arching approach of ENABLING EXPERIENCE for its customers.

During the period under review, your Company has transformed itself from a single-alliance to a multi- alliance company. Your Company today has key technology alliances and strategic partnerships with OEMs to offer best-in-class solutions in Remote Infrastructure Management, System Integration, Professional Services and Managed Services.

Your Company is firmly positioned to build on the excellent growth of the previous year and looks forward to another good year.

7. Recognitions conferred on the Company

As a testimony to your Company's excellent performance, it has received a total of 12 awards during the year. These are :

(1) Best Performance BFSI, Enterprise - AMX

(2) Partner of the Year, 2011 - Aspect

(3) APAC Technical Excellence Partner of the Year, Avaya

(4) APAC Best Promising Partner - Christi

(5) Best Emerging Partner of the Year - Citrix

(6) Most Extreme Partner of the Year - Extreme

(7) Best Partner - HARMANPRO

(8) Highest Growth Partner - Jabra

(9) APAC Commercial Partner of the Year - Juniper

(10) APAC Best Service Partner of the Year 2011 - NICE

(11) APAC Best Service Partner - Polycom

(12) Best Sales Partner, BFSI and Enterprise - Samsung

During the year, Mr. S. K. Jha, MD & CEO, was honoured with "Outstanding Entrepreneurship Award" by Enterprise Asia, a NGO for entrepreneurship at APEA (Asia Pacific Entrepreneurship Awards).

8. New Products

Your company is predominantly in the technology business which is evolving and changing every day due to new technological advances and innovation in the enterprise communications domain. Your Company fully recognizes that its success is closely linked to the pace it keeps with these fast changing developments.

Your Company is also at the fore-front of innovation, and over the last year has launched the following new products keeping in line with its larger objective of ENABLING EXPERIENCE to its customers:

Customer Experience Applications Suite

A flexible and comprehensive product that enables 360 degrees collaboration and leads to enhanced efficiency, experience, process optimization, cost savings and process transformation both within and outside an enterprise, primarily BPO's and organizations focusing on customer care.

Strategic Intelligence Solution Framework

Aimed at aiding homeland and defense intelligence agencies , this solution is a fusion based analytics framework that allows data and security related intelligence to be captured and co-related for better predictability and prevention of terrorist activities, organized crime and white-collar crime.

SAFE city Solution Framework

A video surveillance and analytics solution for creating safe city environments for citizen safety thus helping decision makers be better prepared in case of emergencies.

9. Organizational Initiatives

Your Company has evolved an aggressive growth strategy based on multiple practices and offerings and multiple partners/alliances to work in multiple geographies. During the year, your company has also initiated a BELIEVE BEHAVE BECOME initiative. Your company strongly believes in investing in future managers and leaders. With this philosophy in mind, your company offers mentorship programs, challenging assignments, creative freedom to the budding leaders.

The Company's workforce increased by 20% during the year. The total headcount has increased to 1124 Employees (as on 31st March 12) with additional around 350 contract employees against 919 employees last year (as on 31st March 2011).The people growth has been attained while optimizing the People cost through focused Hiring at Junior Band through realigning and restructuring the roles in the organization pyramid, Realistic Compensation Hike (within 20%) and encouraging "High Potential Low Cost" Hires. Equal emphasis has been laid on Diversity Hiring focusing on our six dimensional Diversity model. The achievement of 2% population comprising of the differently baled employees portrays the persistent diversity management initiatives which mirrors in our workplace.

With over 50 GETs (Graduate Engineering Trainees) that have joined in last year, the Company believes in investing in tomorrow and intends to ready the next level of management over the next 2-3 years. These GET's have imbibed the value system that AGC stands for through an on going mentorship and capability development program. An exhaustive three months In house Training program has been designed including Product Training, Function Specific Training and Cross Functional Training to make them aware of the business and functions in the Organization. The Company has invested over 6500 man days of training of its employees in technical and behavioral areas and also imparted more than 200 certifications to strengthen the functional skills, technical skills, business knowledge and behavioral facets.

10. Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

11. Subsidiaries

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

12. Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sujay Rajababu Sheth, retires by rotation and being eligible, offers himself for re-appointment.

At the Board meeting of the Company held on July 28, 2011, Mr. Anil Nair and Mr. Vikash Saraf have resigned from the directorship of the Company. Further, Prof. Debashis Chatterjee resigned from the directorship of the Company w.e.f. December 19, 2011. The Board places on record its sincere appreciation for the services rendered by the Directors.

13. Auditors and their observations

Members are requested to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. M/s. S. R. Batliboi & Associates, Chartered Accountants, Mumbai, the retiring Auditors have under Section 224(1B) of the Companies Act, 1956, furnished a certificate of their eligibility for re- appointment.

14. Personnel

The Board places on record its appreciation for the hard work and dedicated efforts put in by all the employees. The relations between the management and employees continue to remain cordial on all fronts.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

15. Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

(i) Part A pertaining to conservation of energy is not applicable to the Company.

(ii) Part B pertaining to particulars relating to technology absorption is as per Annexure B to this report.

(iii) Part C pertaining to foreign exchange earnings and outgoings is as contained in note nos. 36 and 38 of the accounts.

16. Directors Responsibility Statement as per Section 217 (2AA)

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

17. Audit Committee

The details relating to Audit Committee are mentioned in the Corporate Governance Report', which forms a part of the Annual Report.

18. Shareholders' / Investors Grievance Committee

The details relating to Shareholders' / Investors Grievance Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

19. Ethics & Compliance Committee

The details relating to Ethics & Compliance Committee are mentioned in the Corporate Governance Report', which forms a part of the Annual Report.

20. Remuneration Committee

The details relating to Remuneration Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

21. Executive Committee

The details relating to Executive Committee are mentioned in the "Corporate Governance Report, which forms a part of the Annual Report.

22. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

23. Group for Inter se transfer of shares

Based on the information received from the Promoters and as required under Clause 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, persons constituting Group as defined in the Monopolies and Restrictive Trade Practices Act, 1969, for the purpose of Regulation 3(1)(e)(i) of the aforesaid SEBI Takeover Regulations comprises : Aegis Limited, Essar Capital Finance Private Limited and AGC Holdings Limited (formerly known as Essar Services Holdings Limited).

24. Acknowledgements

The Board is thankful to the Shareholders and the Bankers of the Company for their continued support. It also takes this opportunity to express gratitude to its various suppliers and its major partners for their continued co-operation, support and assistance. Above all, the Board expresses its appreciation to each and every employee for his / her contribution, dedication and sense of commitment to the Company's objectives.

For and on behalf of the Board of Directors

S. K. JHA APARUP SENGUPTA

Managing Director Director

& CEO

Mumbai, May 10, 2012


Mar 31, 2011

1. The Directors hereby present the Twenty Fifth Annual Report and the audited statement of accounts for the period ended March 31, 2011.

2. Financial Results

The results of the Company on a standalone and Consolidated basis are as given below:

Rs/millions

Standalone Consolidated 6 Months 12 Months 6 Months 12 Months Period ended Year ended Period ended Year ended 31/03/2011 30/09/2010 31/03/2011 30/09/2010

Sales & Services (Gross) 3073 4961 3255 5404

Sales & Services (Net) 3085 5046 3269 5492

Profit before interest, depreciation & tax 230 611 236 610

Less : Interest and finance charges (Net) 6 8 6 9

Less : Depreciation 37 74 38 78

Profit before tax 188 528 192 524

Less : Provision for tax (including Deferred tax) 60 178 60 178

Profit after tax 128 350 132 346

Balance brought forward from previous year 810 569 715 479

Amount available for appropriation 938 919 847 825

Appropriations :

Proposed dividend 32 64 32 64

Corporate Dividend Tax 5 11 5 11

Transfer to General Reserve 15 35 15 35

Balance carried to Balance Sheet 885 810 794 715

3. Dividend

Your Directors are pleased to recommend the payment of dividend at the rate of Rs. 2.25 per share (Previous Year Rs. 4.50 per share) on 1,42,33,232 Equity Shares of Rs. 10/- each for the period of six months ending March 31, 2011, subject to the approval of the shareholders in the ensuing Annual General Meeting.

4. Financial Performance

The Company, for the period ended March 31, 2011 recorded a gross turnover of Rs. 3073 millions, as against Rs. 4961 millions for the year ended September 30, 2010. The profit before tax is Rs. 188 millions for the period ended March 31, 2011 as against Rs. 528 millions for the previous financial year. The profit after tax is Rs. 128 millions as against Rs. 350 millions for the previous financial year.

5. Operations

Over the review period, global economy sustained its gradual revival while Indian economy continued to grow from strength to strength. This reflected in resumed technology spending by Indian corporates.

The contact centre market segment also reflected this growth as International & Domestic BPOs continued to both invest and optimize technology investments. The same held true for the Enterprise Telephony market segment led by IT outsourcers and MNC companies. In 2010-11, both IT and BPO companies have shown net employee addition & volume growth in business backed by sustenance emanating from economic revival. This helped the industry and your Company resume the revenue growth trajectory.

With responsiveness at the core of our business philosophy, your Company continues to put emphasis on customer satisfaction and being the partner-of-choice of customers and principals too. After having achieved higher customer satisfaction scores, your Company has now expanded into new lines of business. This will help your Company provide end to end solutions to customers and realize the vision of being a true Solutions Integrator. These new practices are Storage & Security Solutions, IT Governance Risk and Compliance (IT GRC) Consulting, Data Networking and Managed Services. This has also expanded the addressable market for your Company.

During the period under review, GlobalConnect Australia Pty Ltd (GCA), the wholly owned subsidiary of your Company consolidated its position as solution integrator thanks to mid-market focus and portfolio enhancement into Data & Wireless space. GCA having already factored the market change and rationalized its cost-base is poised to unlock profitable growth in times to come. GCA will continue to look for profitable partnerships and geographic expansion in 2012.

6. Business Outlook

Contact Center & Unified Communication market are likely to exhibit marginal growth in 2012. Video Networking and Board Room Integration is likely to witness double digit growth and will contribute significantly

to your Companys revenue growth in 2012. Newly added business verticals like IT GRC, Data Networking, Storage & Security appliances are other key growth areas for your Company in 2012. Your Company is now firmly positioned as an Enterprise Communications SI with abilities that offer diversity in technologies and a comprehensive solution suite. Besides further consolidating its market leadership in Unified Communication, Collaboration and Contact Centres in 2011, your Company is now further improving its partnerships with all leading OEMs like Avaya, Cisco, Juniper, Polycom, HP, etc.

7. Recognitions conferred on the Company

AGC won the award for Best all round Avaya partner in Asia Pacific at the partner forum meeting in Singapore.

Your Company also won the Best India Partner award from Polycom India.

8. New Products

Your Company integrates best of breed products from leading Original Equipment Manufacturers ("OEMs") to provide "end-to-end" solutions:

- Voice and Contact Centers - Avaya, Cisco, NEC, Altitude & NICE.

- Video, Collaboration & Surveillance - Polycom, Cisco, AMX, Extron & Sony.

- Data Networking, Storage & Security - Cisco, Extreme, HP, Avaya & Juniper.

Your company will continue to induct new products to better address the middle and bottom tiers of Enterprise Telephony market segment and further boost its channel partner base, leveraging the economic growth in rurban India.

9. Organizational Initiatives

Your Company continues to focus on the competency development of its employees through relevant management and technology training programs. Your Company had identified new roles in tune with its solution integration focus and market requirements, and initiated recruitment from the industry to meet its specific objectives.

10. Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

11. Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Prof. Debashis Chatterjee and Mr. Aparup Sengupta, retire by rotation and being eligible, offer themselves for re-appointment.

At the Board meeting of the Company held on May 21, 2011, the following directors resigned from the directorship of the Company: Mr. S. Ramakrishnan, Mr. Anil Batra and Mr. Anshuman Ruia. The Board places on record its sincere appreciation for the services rendered by the Directors.

Further, the Board of Directors, at its meeting held on May 21, 2011, appointed Mr. Sujay Rajababu Sheth and Mr. Shuva Mandal as Additional Directors of the Company. They hold office up to the date of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received notices under Section 257 of the Companies Act, 1956, proposing their appointment as Director(s), subject to retirement by rotation.

12. Auditors and their observations

Members are requested to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. M/s. S. R. Batliboi & Associates, Chartered Accountants, Mumbai, the retiring Auditors have under Section 224(1 B) of the Companies Act, 1956, furnished a certificate of their eligibility for re- appointment.

13. Personnel

The Board places on record its appreciation for the hard work and dedicated efforts put in by all the employees. The relations between the management and employees continue to remain cordial on all fronts.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

14. Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

(i) Part A pertaining to conservation of energy is not applicable to the Company.

(ii) Part B pertaining to particulars relating to technology absorption is as per Annexure B to this report.

(iii) Part C pertaining to foreign exchange earnings and outgoings is as contained in item nos. 21, 22 and 23 of Schedule 19 of the accounts.

15. Directors Responsibility Statement as per Section 217 (2AA)

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 of the Company for that period;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

16. Audit Committee

The details relating to Audit Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

17. Shareholders / Investors Grievance Committee

The details relating to Shareholders / Investors Grievance Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

18. Ethics & Compliance Committee

The details relating to Ethics & Compliance Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

19. Remuneration Committee

The details relating to Remuneration Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

20. Executive Committee

The details relating to Executive Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

21. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

22. Group for Inter se transfer of shares

Based on the information received from the Promoters and as required under Clause 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, persons constituting Group as defined in the Monopolies and Restrictive Trade Practices Act, 1969, for the purpose of Regulation 3(1)(e)(i) of the aforesaid SEBI Takeover Regulations comprises : Aegis Limited, Essar Capital Finance Private Limited and Essar Services Holdings Limited.

23. Acknowledgements

The Board is thankful to the Shareholders and the Bankers of the Company for their continued support. It also takes this opportunity to express gratitude to its various suppliers and its major partners for their continued co-operation, support and assistance. Above all, the Board expresses its appreciation to each and every employee for his / her contribution, dedication and sense of commitment to the Companys objectives.

For and on behalf of the Board of Directors

S. K. JHA. ANIL NAIR Managing Director Joint Managing Director & & CEO President

Mumbai, May 21, 2011


Sep 30, 2010

1. The Directors hereby present the Twenty Fourth Annual Report and the audited statement of accounts for the year ended September 30, 2010.

2. Financial Results

The results of the Company on a standalone and Consolidated basis are as given below:

Rs/Crores

Standalone Consolidated

Year ended Year ended Year ended Year ended 30/09/2010 30/09/2009 30/09/2010 30/09/2009

Sales & Services (Gross) 496.11 514.40 540.42 558.36

Sales & Services (Net) 494.60 511.45 538.91 555.41

Profit before interest, depreciation & tax (EBIDA) 54.11 27.33 53.86 29.03

Add : Interest and finance charges (Net) 6.03 4.20 6.25 4.44

Less : Depreciation 7.44 8.48 7.77 10.28

Profit before tax 52.69 23.05 52.34 23.19

Less : Provision for tax (including 17.74 7.68 17.74 7.68 deferred tax and fringe benefit tax)

Profit after tax 34.95 15.37 34.60 15.51

Balance brought forward from previous year 56.90 55.36 47.85 46.17

Amount available for appropriation 91.85 70.73 82.45 61.68 Appropriations :

Proposed dividend 6.41 4.98 6.41 4.98

Corporate Dividend Tax 1.06 0.85 1.06 0.85

Transfer to General Reserve 3.50 8.00 3.50 8.00

Balance carried to Balance Sheet 80.88 56.90 71.48 47.85

3. Dividend

Your Directors are pleased to recommend the payment of dividend at the rate of Rs. 4.50 per share (Previous Year Rs. 3.50 per share) on 1,42,33,232 Equity Shares of Rs. 10/- each for the year ended September 30, 2010, subject to the approval of the shareholders in the ensuing Annual General Meeting.

4. Financial Performance

The Company, for the year ended September 30, 2010 recorded a gross turnover of Rs. 496.11 crores, as against Rs. 514.40 crores for the year ended September 30, 2009. The profit before tax is Rs. 52.69 crores for the year ended September 30, 2010 as against Rs. 23.05 crores for the previous financial year. The profit after tax is Rs. 34.95 crores as against Rs. 15.37 crores for the previous financial year.

5. Operations

Over the review period, global economy witnessed a measured revival. This resulted in a gradual rise in exports and MNC investments. At the same time domestic consumption, infrastructure building and governments rurban (rural and semi-urban) focus provided fillip to Indian economy.

The contact centre market segment however did not reflect this growth as International BPOs remained cautious and focused on sweating the already invested capital in technology and people. The same held true for the Enterprise Telephony market segment led by IT outsourcers and MNC companies. With the domestic sector contributing a much larger pie towards both these market segments, the average price realization continued to remain under pressure. Overall, the leading analysts reported a near flat/negative growth for this industry during calendar year 2009. However in 2010, both IT and BPO companies have shown net employee addition & volume growth in business backed by sustenance of economic revival. This helped the industry and your Company arrest decline in business.

Your Companys continued focus on delivering industry specific solutions, aimed at addressing industry pain points proved to be a critical differentiator during these tough times. The commitment to delivering business value and helping customers deploy communication as a business accelerator helped your Company in managing its bottom line and repel competitive pressures. Going forward while the revenue and price realization pressures are likely to ease, your Company will continue to calibrate costs in order to remain profitable and make the investments required to be future-ready.

Having consistently delivered value to its customers and stakeholders, your Company also focused on the third most important aspect of its business i.e. employees, completing the Triangle of Equity. It invested significantly on skill and capacity building for a sustainable future. Your Company also unveiled AGC Univ. & AGC Solution Factory - two in-house initiatives that are slated to keep your Company ahead on the technology curve. By delivering value on all three aspects of business i.e. customers, employees and stake- holders, your Company is building an institution that will withstand market vagaries and competitive pressures.

Customer loyalty being crucial in these tough times, your Company did put utmost emphasis on customer satisfaction and being the partner-of-choice which resulted in continued improvement in Cu-Sat (Customer Satisfaction) scores. As a matter of fact, the Cu-Sat results of H210 were the highest in past 21 quarters. Your company also held a stellar event to mark the fourth edition of Customer Responsiveness awards that were fiercely contested across ten industry categories by creme-de-la-creme of India Inc. The award ceremony was chaired by Mr. Ajay Maken, Union Minister of State for Surface Transport, Government of India. The grand success of this event underscored the importance of customer loyalty in todays day and age and your Companys commitment towards the same.

The major factor which differentiates AGC in the marketplace is its unique DNA characterized by :

- Cube Strategy : Value creation across three axes - verticals, products & geographies.

- Triangle of Equity : Delivering real value to customers, employees and stakeholders.

- Solution integration vs. System integration.

- Solutions to business to resolve pain points vs. selling platforms.

- Experiential selling vs. powerpoint selling.

- Specification selling vs. brand selling, wider solution span for customers.

- Market tiering vs. a unified market view.

- Profitable growth vs. commoditized growth.

- Quality and standardization to minimize invisible costs.

- Relentless focus on competency building.

During the period under review, GlobalConnect Australia Pty Ltd (GCA), the wholly owned subsidiary of your Company consolidated its position as solution integrator thanks to mid-market focus and portfolio enhancement into Data & Wireless space. GCA having already factored the market change and rationalized its cost-base is poised to unlock profitable growth in times to come. GCA will continue to look for profitable partnerships and geographic expansion in 2011.

6. Business Outlook

The Indian Communications Industry continues to log high volume growth albeit with increasing margin pressure. The number of mobile subscribers has crossed 680 million. The higher availability of telecommunication lines contributes directly to the growth of enterprise telephony and other communication and collaboration needs.

Your Company largely operates in the Unified Communication (UC) space - Enterprise Telephony (ET) & Contact Centres (CC). The Enterprise Telephony market is around Rs. 1,350 Crore and the Contact Centre Market is roughly around Rs. 550 Crore. The ET Market is slated to bounce back by the beginning of 2011. The CC Market is expected to be driven largely by the domestic market consumption & the projected CAGR for the market is about 14% until 2015. Your Company is slated to add new market segments - Information Security (IS) including IS Software and Appliances and Data Networking (DN) in 2011. The DN opportunity is twice the size of the UC space. There will be added focus on existing lines that have been incubated in 2010 and have a high growth outlook like Board Room AV Integration and IP Surveillance.

The year 2010 saw your Company unveiling its new identity and announcing its rechristening as AGC Networks Ltd. The re-branding exercise enabled improved positioning in the enterprise communication market. Your Company is now positioned as Enterprise Communications SI with abilities that offer diversity in technologies and comprehensive solution suite. Besides consolidating its market leadership in Unified Communication, Collaboration and Contact Centres in 2010, your Company is now focusing on Data Networking, Board Room Integration, IP Surveillance, Governance, Risk & Compliance as well as Information Storage & Security. These capabilities along with the parents offering in the BPO/CLM domain, presents your Company lots of opportunities available in global and domestic market in Tech, IT and BPO space and become a significant player in the IT-ITeS sector.

7. Recognitions conferred on the Company

AGC won the award for Continuous Innovation in HR Strategy at Work at Asias Best Employer Brand Award Forum in Singapore.

Your Company was also conferred with the INFOCOM-CMAI national telecom award for "Excellence in Unified Communication Solutions", presented by Mr. Thiru A. Raja, Honorable Minister for Communications and IT, Government of India.

Leading IT publication, Voice & Data (V&D) bestowed AGC with the Top Enterprise Voice Solutions Company award for the 7th year in a row. This award was presented by Mr. P. J. Thomas, Secretary, Department of Telecom, Government of India.

Indias leading business daily The Economic Times listed your Company as the 3d best paymaster among listed companies in India in a survey conducted recently.

8. New Products

Your Company integrates best of breed products from leading Original Equipment Manufacturers ("OEMs") to provide "end-to-end" solutions :

- Voice and Contact Centers - Avaya, Altitude & NICE.

- Video, Collaboration & Surveillance - Polycom, AMX, Extron & Sony.

- Data - Extreme, HP, Avaya & Juniper.

In order to address "The India Market Paradox" - lower realization per unit, but higher scale and volumes, your Company has adopted a tiered approach and continues to build a portfolio of product and solution offers relevant to each market tier.

Your company inducted NEC to better address the middle and bottom tiers of Enterprise Telephony market segment and further boost its channel partner base, leveraging the economic growth in rurban India.

9. Sale of equity stake of Avaya to Essar

During the year under review, Avaya Mauritius Limited and Sierra Communication International LLC (collectively "Sellers") had entered into a Share Purchase Agreement dated May 30, 2010 (the "SPA") with Essar Capital Finance Private Limited ("ECF") and Essar Services Holdings Limited ("ESHL"), pursuant to which the Sellers agreed to transfer its entire shareholding in the Company (being 84,15,988 equity shares representing 59.13% of the equity share capital of the Company) at the price of Rs. 245/- per equity share to ECF and ESHL.

In addition, pursuant to the SPA and as required under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, ECF (with ESHL being treated as a person acting in concert) had made a public offer to purchase up to 20.00% of the share capital of the Company from the public shareholders of the Company (the "Open Offer"), pursuant to which 28,46,647 shares constituting 20.00% of the share capital of the Company had been purchased by ECF at the price of Rs. 274/- per equity share. Currently Essar holds 79.13% of the total paid-up equity share capital of the Company. The Board of Directors of the Company and various Committees of the Board were thereafter re- constituted.

The Essar Group now has majority stake in your Company. Essar is a USD 15 billion multi-national conglomerate, with business interests in Steel, Energy, Power, IT, BPO, Communication, Construction, Minerals, Shipping, Ports & Logistics. With a global client base and business operations spanning 20 countries that include India, USA, Canada, Argentina, Costa Rica, UK, Africa, Indonesia, Sri Lanka, Philippines, New Zealand and Australia, the Essar group continues to foray into new markets and business areas.

10. Organizational Initiatives

The Company continues to focus on the competency development of its employees through relevant management and technology training programs. Your Company had identified new roles in tune with the market requirements, and initiated recruitment from the industry to meet its specific objectives and has launched AGC University and Solution Factory initiatives, as mentioned earlier in this report.

Your Company regards people working for it as one of the most important asset. The focus has been to enable people perform in an environment of excellence thereby maximizing their productivity. Some of the practices on reward & recognition, peer level feedback, specific functional and behavioural trainings have contributed towards the development of people. The emphasis of the Company has always been to provide good quality of work life for its employees, which has made it come up with concept such as Fun@work.

Further, during the course of the year, the Company focused on improving competency of its employees through variety of skill enhancement training programs. These initiatives have helped the organization to achieve business growth on a sustainable basis. Presently the focus area of People Excellence function is to develop functional / technical and behavioural competencies in all our people through concepts such as short term job postings, etc. for their growth and development so that they are ready to meet future business challenges.

11. Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

12. Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Anil Batra and Mr. S. Ftamakrishnan, retire by rotation and being eligible, offer themselves for re-appointment.

During the financial year under review, the following directors resigned from the directorship of the Company: Mr. Amarnath K. Pai, Mr. Christopher Formant, Mr. David Manganello, Mr. Hoshang Noshirwan Sinor and Ms. Pamela Craven. The Board places on record its sincere appreciation for the services rendered by these Directors.

During the period ended September 30, 2010, Mr. Anshuman Ruia, Mr. Aparup Sengupta, Prof. Debashis Chatterjee, Mr. S. K. Jha and Mr. Vikash Saraf were appointed as Additional Directors of the Company. They hold office up to the date of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received notices under Section 257 of the Companies Act, 1956, proposing their appointment as Director(s), subject to retirement by rotation (however, appointment of Mr. S. K. Jha shall not be subject to retirement by rotation). Further, with effect from 31s August 2010, Mr. S. K. Jha was appointed as Managing Director and CEO of the Company and Mr. Anil Nair was re-designated as Joint Managing Director and President.

13. Auditors and their observations

The Company has received a Special Notice, in terms of Section 225 of the Companies Act, 1956, from a member of the Company, proposing the appointment of M/s. S. R. Batliboi & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, in place of M/s. Lovelock & Lewes, Chartered Accountants, Mumbai, the retiring auditors of the Company. The members are requested to appoint M/s. S. R. Batliboi & Associates, Chartered Accountants, Mumbai, as the Auditors of the Company, to hold office from the conclusion of the ensuing Annual General Meeting to the conclusion of the next Annual General Meeting of the Company and to authorize the Board of Directors to fix their remuneration. M/s. S. R. Batliboi & Associates, are eligible for appointment under Section 224(1 B) of the Companies Act, 1956 and have furnished a certificate regarding their eligibility for appointment.

14. Personnel

The Board places on record its appreciation for the hard work and dedicated efforts put in by all the employees. The relations between the management and employees continue to remain cordial on all fronts.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

15. Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

(i) Part A pertaining to conservation of energy is not applicable to the Company.

(ii) Part B pertaining to particulars relating to technology absorption is as per Annexure B to this report.

(iii) Part C pertaining to foreign exchange earnings and outgoings is as contained in item nos. 21, 22 and 23 of Schedule 19 of the accounts.

16. Directors Responsibility Statement as per Section 217 (2AA)

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 of the Company for that period;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

17. Audit Committee

During the year, Mr. Hoshang Noshirwan Sinor and Mr. Amarnath K. Pai resigned from the directorship of the Company w.e.f. 31st August 2010 and consequently from the membership of the Audit Committee. Further, in view of the change of the ownership of the Company, the composition of the Audit Committee was re-constituted w.e.f. 31st August 2010 and the Committee presently comprises of the following members : (i) Mr. S. Ramakrishnan, (ii) Mr. Anil Batra, (iii) Prof. Debashis Chatterjee and (iv) Mr. Aparup Sengupta. The details relating to Audit Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

18. Shareholders / Investors Grievance Committee

During the year under review, Mr. Hoshang Noshirwan Sinor resigned from the directorship of the Company w.e.f. 31st August 2010 and consequently from the membership of the Shareholders / Investors Grievance Committee. Further, in view of the change of the ownership of the Company, the composition of the Shareholders / Investors Committee was re-constituted w.e.f. 31s1 August 2010 and the Committee presently comprises of the following members : (i) Mr. Anil Batra, (ii) Prof. Debashis Chatterjee and (iii) Mr. S. K. Jha. The details relating to Shareholders / Investors Grievance Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

19. Ethics & Compliance Committee

During the year under review, Mr. Hoshang Noshirwan Sinor resigned from the directorship of the Company w.e.f. 31st August 2010 and consequently from the membership of the Ethics & Compliance Committee. Further, in view of the change of the ownership of the Company, the composition of the Ethics & Compliance Committee was re-constituted w.e.f. 31st August 2010 and the Committee presently comprises of the following members : (i) Prof. Debashis Chatterjee and (ii) Mr. Anil Batra. The details relating to Ethics & Compliance Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

20. Remuneration Committee

During the year under review, Mr. Hoshang Noshirwan Sinor, Mr. Amarnath K. Pai and Ms. Pamela Craven resigned from the directorship of the Company w.e.f. 31st August 2010 and consequently from the membership of the Remuneration Committee. Further, in view of the change of the ownership of the Company, the composition of the Remuneration Committee was re-constituted w.e.f. 31st August 2010 and the Committee presently comprises of the following members : (i) Mr. Anil Batra, (ii) Mr. S. Ramakrishnan, (iii) Mr. Aparup Sengupta and (iv) Mr. Vikash Saraf. The details relating to Remuneration Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

21. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

22. Group for Inter se transfer of shares

Based on the information received from the Promoters and as required under Clause 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, persons constituting Group as defined in the Monopolies and Restrictive Trade Practices Act, 1969, for the purpose of Regulation 3(1)(e)(i) of the aforesaid SEBI Takeover Regulations comprises ; Aegis Limited.

23. Acknowledgements

The Board is thankful to the Shareholders and the Bankers of the Company for their continued support. It also takes this opportunity to express gratitude to its various suppliers and its major partners for their continued co-operation, support and assistance. Above all, the Board expresses its appreciation to each and every employee for his / her contribution, dedication and sense of commitment to the Companys objectives.

For and on behalf of the Board of Directors

S. K. JHA ANIL NAIR

Managing Director Joint Managing Director & & CEO President

Mumbai November 15, 2010


Sep 30, 2009

1. The Directors hereby present the Twenty Third Annual Report and the audited statement of accounts for the year ended September 30, 2009.

2. Financial Results

The results of the Company on a standalone basis is as given below :

Rs. in crores

Year ended Year ended 30/09/2009 30/09/2008

Sales & Services (Gross) 514.40 573.07

Sales & Services (Net) 511.45 566.95

Profit before interest, depreciation & tax (EBIDA) 27.33 34.44

Add : Interest and finance charges (Net) 4.20 4.00

Less : Depreciation 8.48 10.16

Profit before tax 23.05 28.28

Less : Provision for tax (including deferred tax and fringe benefit tax) 7.68 11.07

Profit after tax 15.37 17.21

Balance brought forward from previous year 55.36 48.98

Amount available for appropriation 70.73 66.19

Appropriations :

Proposed dividend 4.98 4.98

Corporate Dividend Tax 0.85 0.85

Transfer to General Reserve 8.00 5.00

Balance carried to Balance Sheet 56.90 55.36

3. Dividend

Your Directors are pleased to recommend the payment of dividend at the rate of Rs. 3.50 per share (Previous Year Rs. 3.50 per share) on 1,42,33,232 Equity Shares of Rs. 10/- each for the year ended September 30, 2009, subject to the approval of the shareholders in the ensuing Annual General Meeting.

4. Financial Performance

The Company, for the year ended September 30, 2009 recorded a gross turnover of Rs. 514.40 crores, as against Rs. 573.07 crores for the year ended September 30, 2008. The profit before tax is Rs. 23.05 crores for the year ended September 30, 2009 as against Rs. 28.28 crores for the previous financial year. The profit after tax is Rs. 15.37 crores as against Rs. 17.21 crores for the previous financial year.

5. Operations

Over the review period, the global economy witnessed tumultuous times that had its impact on India too. This resulted in a substantial dip in exports and MNC (multi national corporation) investments. At the same time domestic consumption, infrastructure building and governments focus on spurring rural income ensured that Indian economy maintained its growth trajectory, albeit at a slower pace.

As a result of this, contact centre market which is largely dependent on MNC customers and International BPOs saw the demand softening. This resulted in a marginal growth in contact centre market, aided by the demand in domestic contact centres. In comparison, the Enterprise Telephony market segment led by IT outsourcers and MNC companies witnessed a sharper fall in demand there by contracting this segment, especially the IP Telephony market. As a result of this, the overall Enterprise Communication market contracted marginally over the previous fiscal. With the domestic sector contributing a much larger pie of this market, the average price realization came down substantially.

These market forces had its impact on AGC revenue as well, as evident in operating results of your Company. At the same time, your Companys focus on domestic sector helped cushion market contraction and arrest a sharper fall in revenues.

AGCs continued focus on delivering industry specific solutions, aimed at addressing pain points proved to be a critical differentiator during these tough times. As a result of this, while the market witnessed a sharp fall in price realization, your Company was able to manage healthy profits beating the market trends. The commitment to delivering business value and helping customers deploy communication as a business accelerator helped your Company in managing its bottom line and resist competitive pressures. Having organized by Industry verticals, your Company is now ensuring that this foundation gets strengthened by introducing a set of certification tests for its sales and sales-enabling teams.

While, this differentiated strategy has helped your Company weather the tough market conditions, it has put equal focus on re-calibrating its cost-base.

Going forward, with revenue and price realization under pressure, your Company is segmenting the market further into "market-tiers" and improvising its product offering for each tier, in order to improve revenue and margins.

Customer loyalty being crucial in these tough times, your Company puts utmost emphasis on customer satisfaction and being the partner-of-choice.

During the period under review, GlobalConnect Australia Pty Ltd (GCA), the wholly owned subsidiary of your Company, has expanded its geographical and customer base in Australia. Starting the operation from Sydney initially, GCA now has a strong presence in Melbourne too. GCA has 39 staff and over 100 customers. GCA has also expanded its Customer Care, Professional Services and Applications focus in the year. In October 2009, GCA completed five years of operations in Australia.

GCA continues to focus on improving its profitability and cash flows in its journey to becoming more significant in a very competitive market. There would definitely be many more milestones in this journey.

6. Business Outlook

The Indian Communications Industry continues to log high growth albeit with increasing margin pressure. The number of mobile subscribers has substantially overtaken fixed landline subscribers and is indicative of further growth in the mobile subscriber base. The higher availability of telecommunication lines contributes directly to the growth of enterprise telephony and other communication and collaboration needs.

Your company largely operates in two markets - Enterprise Telephony (ET) & Contact Centres (CC). The Enterprise Telephony market is around 1350 Crore and the Contact Centre Market is roughly around 550 Crore. The ET Market is slated to show near term decline but bounce back by the beginning of 2011. The CC Market is expected to be driven largely by the domestic market consumption & the projected CAGR for the market is about 14% until 2015.

Both these markets will witness The India Market Paradox" - lower realization per unit, but higher scale and volumes. To address this challenge, your Company is adopting a tiered approach and is building a portfolio of product and solution offers relevant to each market tier.

7. Recognitions conferred on the Company

AGC won the Best Employer Award, instituted by IIPM (Planman) and The Sunday Indian magazine, in June 2009. The Award recognized AGCs excellence in employer-employee relationships, ethics and values, developing innovative HR strategies and maintaining a motivating work environment.

Your Company was also conferred with the INFOCOM-CMAI national telecom award for "Best Enterprise Solution Provider". The national telecom awards are founded by the Businessworld magazine and CMAI.

Leading IT publication, Voice & Data (V&D) ranked AGC as the Number 1 solutions provider in the voice solutions market space for the FY 2008-09. The ranking was based on V&Ds survey, which assessed the performance of the leading companies in this space on various parameters.

8. New Products

The Company inducted some path-breaking products in its fold to strengthen its claim to be "a world class solutions integrator of choice for enterprise communications".

A new technology solution unveiled by Avaya, Avaya Aura™ is a breakthrough architecture that easily integrates communications across multi-vendor, multi-location and multi-modal businesses. Avaya Aura is a unified communications platform that enables on-demand collaboration and customer service - faster, with less complexity and at lower cost, anywhere in the world.

A milestone for Avaya and business communications broadly, Avaya Aura, provides enterprise-wide Unified Communications and Contact Centre applications. It goes beyond existing telephony and data communications networks and introduces a platform that unifies all forms of communication (voice, messaging, e-mail, voice mail, and more), without sacrificing any of the resiliency, security and performance that Avaya communications systems have always been known for.

Avaya Aura Session Manager, the centrepiece of the Aura architecture enables unique features like trunk consolidation, single dial plan, application sequencing and other capabilities. The Session Manager update delivers support for application sequencing, the ability to write a voice application and make it immediately available to end stations regardless of which vendors PBX they are attached to.

9. Organizational Initiatives

In the new fiscal, AGC has aligned its business into 3 teams - Enterprise Business, Services Business and New & Emerging Business. Each will execute a well thought out plan to outperform the market.

The Company continues to focus on the competency development of its employees through relevant management and technology training programs. Your Company had identified new roles in tune with the market requirements, and initiated recruitment from the industry to meet its specific objectives.

As a part of social responsibility initiative, your Company encourages its employees to engage in social development projects. A web page had been created for employees on the intranet portal, to log the initiatives undertaken by them as a team and / or individually.

10. Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

11. Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. David Manganello and Mr. Amamath K. Pai, retire by rotation and being eligible, offer themselves for re-appointment.

During the financial year under review, the following directors resigned from the directorship of the Company : Mr. Mark Leigh, Mr. Niru Mehta, Mr. Pradeep Mallick and Mr. John DiLullo. The Board places on record its sincere appreciation for the services rendered by Mr. Mark Leigh, Mr. Niru Mehta, Mr. Pradeep Mallick and Mr. John DiLullo.

During the period ended September 30, 2009, Mr. John DiLullo, Mr. Anil Batra, Mr. Christopher Formant, Ms. Pamela F. Craven and Mr. Hoshang Noshirwan Sinor were appointed as Additional Directors of the Company. They hold office up to the date of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received notices under Section 257 of the Companies Act, 1956, proposing their appointment as Director(s), subject to retirement by rotation. Further, Mr. Anil Nair was appointed as Managing Director of the Company with effect from 28th April 2009.

12. Auditors and their observations

Members are requested to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. M/s. Lovelock & Lewes, Chartered Accountants, the retiring Auditors have under Section 224 (1B) of the Companies Act, 1956, furnished a certificate of their eligibility for re-appointment.

13. Personnel

The Board places on record its appreciation for the hard work and dedicated efforts put in by all the employees. The relations between the management and employees continue to remain cordial on all fronts.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

14. Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

(i) Part A pertaining to conservation of energy is not applicable to the Company.

(ii) Part B pertaining to particulars relating to technology absorption is as per Annexure B to this report.

(iii) Part C pertaining to foreign exchange earnings and outgoings is as contained in item nos. 21, 22 and 23 of Schedule 20 of the accounts.

15. Directors Responsibility Statement as per Section 217 (2AA)

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 of the Company for that period;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

16. Audit Committee

During the year, Mr. Pradeep Mallick resigned from the directorship of the Company w.e.f. 7th March 2009 and consequently from the membership of the Audit Committee. Mr. Anil Batra was inducted as a member of the Audit Committee w.e.f. 19th March 2009 and Mr. Hoshang Noshirwan Sinor was inducted as member of the Committee w.e.f. 18th July 2009. The details relating to Audit Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

17. Shareholders / Investors Grievance Committee

During the year under review, Mr. Niru Mehta and Mr. Pradeep Mallick resigned from the directorship of the Company w.e.f. 31st December 2008 and 7th March 2009 respectively and consequently from the membership of the Shareholders / Investors Grievance Committee. Mr. Anil Batra was inducted as a member of the Shareholders / Investors Grievance Committee w.e.f. 19th March 2009 and Mr. Hoshang Noshirwan Sinor and Mr. Anil Nair were inducted as members of the Committee w.e.f. 18th July 2009. The details relating to Shareholders / Investors Grievance Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

18. Ethics & Compliance Committee

During the year, Mr. Niru Mehta and Mr. Pradeep Mallick resigned from the directorship of the Company w.e.f. 31st December 2008 and 7th March 2009 respectively and consequently from the membership of the Ethics & Compliance Committee. Mr. Anil Batra was inducted as a member of the Ethics & Compliance Committee w.e.f. 19th March 2009 and Mr. Hoshang Noshirwan Sinor and Mr. Anil Nair were inducted as members of the Committee w.e.f. 18th July 2009. The details relating to Ethics & Compliance Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

19. Remuneration Committee

During the year under review, Mr. Pradeep Mallick resigned from the directorship of the Company w.e.f. 7th March 2009 and consequently from the membership of the Remuneration Committee. Mr. Anil Batra was inducted as a member of the Remuneration Committee w.e.f. 19th March 2009 and Mr. Hoshang Noshirwan Sinor and Ms. Pamela F. Craven were inducted as members of the Committee w.e.f. 18th July 2009. The details relating to Remuneration Committee are mentioned in the Corporate Governance Report, which forms a part of the Annual Report.

20. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

21. Acknowledgements

The Board is thankful to the Bankers of the Company for their continued support. It also takes this opportunity to express gratitude to its foreign promoter; Avaya, USA and its major partners for their continued co-operation, support and assistance. Above all, the Board expresses its appreciation to each and every employee for his / her contribution, dedication and sense of commitment to the Companys objectives.

For and on behalf of the Board of Directors

S. RAMAKRISHNAN ANIL NAIR Chairman Managing Director

Mumbai November 24, 2009