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ABM Knowledgeware Ltd.

BSE: 531161 Sector: IT
NSE: N.A. ISIN Code: INE850B01026
BSE LIVE 15:40 | 07 Dec 156.50 2.75
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OPEN 156.00
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VOLUME 42060
52-Week high 168.30
52-Week low 85.00
P/E 17.22
Mkt Cap.(Rs cr) 313.00
Buy Price 158.55
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 156.00
CLOSE 153.75
VOLUME 42060
52-Week high 168.30
52-Week low 85.00
P/E 17.22
Mkt Cap.(Rs cr) 313.00
Buy Price 158.55
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

ABM Knowledgeware Ltd. (ABMKNOWLEDGE) - Director Report

Company director report

To the Members of

ABM Knowledgeware Limited

The Directors have pleasure in presenting the 23rd Annual Report of the Company alongwith the Audited Accounts for the financial year ended 31st March 2016.

1. FINANCIAL PERFORMANCE OFTHE COMPANY (STANDALONE) :

The highlights of financial performance of your Company are as follows:

( In Rs Thousand)

Particulars Year ended 31.03.2016 Year ended 31.03.2015
Gross Income 889405 927941
Profit Before Interest and Depreciation 289647 283205
Finance Charges 3067 2051
Gross Profit 286579 281154
Provision for Depreciation 16808 17245
Net Profit Before Tax 269772 263909
Provision for Tax 94061 88796
Net Profit After Tax 175711 175113
Balance of Profit brought forward 730792 579776
Balance available for appropriation 906503 754889
Proposed Dividend on Equity Shares 25003 20002
Tax on proposed Dividend 5090 4095
Transfer to General Reserve - -
Surplus carried to Balance Sheet 876410 730792

2. OPERATIONS OF THE COMPANY:

Functions of the Company are mainly divided into Management Sales and MarketingProject / Product Delivery and Support & HR and Admin. This year the focus has been toincrease efficiency by automating certain support functions by using Pay Per Use softwareas well as start some level of automation of software development processes. Initialresults are good and these initiatives will be continued. The Company operates fromoffices in New Delhi Patna Mumbai Bhopal and Chennai. Efforts will be made to use theseproject locations and presence of Company to increase penetration in respectivegeographies. Company is executing projects of varying sizes in 6 different states and willbe touching over 800 projects locations through the execution of the projects on hand.

3. DIVIDEND:

Your Directors are pleased to recommend a Final Dividend of 25% (i.e. Rs 1.25/- perEquity Share of Face Value of Rs 5/-each) for the year ended 31st March 2016. If theFinal Dividend as recommended above is approved by the Members at the forthcoming AnnualGeneral Meeting the total outflow towards dividend on the Equity shares for the yearwould be of Rs 30092710 /- including dividend distribution tax.(Previous Year outflowwas Rs 24097590/-).

4. TRANSFER TO RESERVES:

No amount was proposed to be transferred to the reserve during the year under review.

5. TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review the Company has credited Rs 97520/- to the InvestorEducation and Protection Fund (IEPF) pursuant to Section 205C of the Companies Act 1956.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on 20th August 2015 (date of last AnnualGeneral Meeting)on the website of the Ministry of Corporate Affairs.

6. SHARE CAPITAL:

Your Board of Directors recommended sub-division of Equity Shares of Rs 10/- each intotwo Equity Shares of Rs 5/- each which was approved by the Shareholders through postalballot and e-voting on 23rd March 2016. Further Equity Shares of face value of Rs 10/-each were sub-divided into two Equity shares of Rs 5/- each by way of corporate action tothe shareholders who held the shares on the Record date i.e.11th April 2016.

As on 31st March 2016 the Authorized share capital of your Company wasRs125000000/- consisting of 25000000 Equity Shares of Rs5/- each and paid up equityshare capital was Rs 102415000/- consisting of 20700000 equity shares of Rs 5/-each.

During the year under review the Company has not issued any shares or Bonus shares.The Company has not issued shares with differential voting rights. It has neither issuedemployee stock options nor sweat equity shares. The Company has not bought back any of itsequity shares.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Dr. Ajit C. Kulkarni an Independent Director resigned from the Board of Director ofthe Company with effect from 30th October 2015. The Directors place on record theirappreciation of the valuable contribution made and guidance given by Dr.Ajit C Kulkarniduring his tenure as a member of the Board of Director of the Company.

On the recommendation of Nomination and Remuneration Committee the Board of Directorsproposed the appointment of Dr. Sumit D. Chowdhury as an Independent Director of theCompany through postal ballot including voting by electronic means. After seeking anapproval of the shareholders Dr. Sumit D. Chowdhury was appointed as an IndependentDirector of the Company to hold office for a consecutive term of five years commencingfrom 28th March 2016 to 27th March 2021. In view of his wide enlightened experience inbusiness and management the Board of Directors is of the view that associating Dr.SumitD.Chowdhury as Director the Company would benefit immensely.

In accordance with the provisions of the Section 152 of Companies Act 2013 Mrs.Supriya P. Rane Director retires by rotation at the forthcoming Annual General Meetingand being eligible offer herself for re-appointment. Board recommends her re-appointment.

A brief profile of Mr. Supriya P. Rane has been given in the Report on the CorporateGovernance as well as in the Explanatory Statement to the Notice of the ensuing AnnualGeneral Meeting of the Company.

Mr.Sharadchandra Abhyankar Mr.Sanjay Mehta and Dr.Sumit D.Chowdhury are theIndependent Directors on the Board of the Company. They have confirmed to the Company thatthey meet the criteria of independence as prescribed under Section 149 (6) of theCompanies Act 2013.

Every Independent Director of the Company is provided with on-going information aboutthe industry and the Company so as to familiarise them with the latest developments. Thedetails of programmes for familiarisation of Independent Directors with the Company theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at www.abmindia.com. The Company has issued a formal letter ofappointment to each of the Independent Directors in the manner as provided in theCompanies Act 2013. The terms and conditions of the appointment have been disclosed onthe website of the Company.

There has been no change in the Key Managerial Personnel (KMPs) of your Company duringthe year under review.

Board Evaluation

During the year in the terms of the requirements of the Act and Listing Regulationsthe Board evaluation cycle was completed by the Company internally which included theEvaluation of the Board as a whole Board Committees and Directors. A structuredevaluation report was prepared after taking into consideration inputs received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board dynamics execution and performance ofspecific duties obligations and governance. A separate exercise was carried out toevaluate the performance of individual Directors of the Company who are evaluated onparameters such as level of engagement and contribution independence of judgementsafeguarding the interest of the Company etc. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Managing Director and the non-Independent directors was carried out by the IndependentDirectors who also reviewed the adequacy and flow of information to the Board. TheDirectors expressed their satisfaction with the evaluation process.

Company Policy on Directors' Appointment and Remuneration

The Company has a Nomination and Remuneration Policy in compliance with the provisionsof Sections 134(3)(e ) and 178 of the Companies Act 2013 and Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) 2015. The policy providesa framework on Director's appointment and remuneration including criteria for determiningqualifications positive attributes independence of Director and also remuneration forKey Managerial Personnel and other employees. The Nomination and Remuneration policy formsa part of Corporate Governance Report of this Annual Report.

8. MEETINGS:

During the year five Board Meetings and five Audit Committee Meetings were convened andheld. For the details of the meetings of the Board and its Committees please refer to theReport on Corporate Governance which forms part of this report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

9. PUBLIC DEPOSITS:

Your Company has not accepted any deposits from public or the Members during the year2015-2016 and no amount on account of principal and interest on public deposits wasoutstanding on the date of the balance sheet.

10. SUBSIDIARIESJOINTVENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company.

11. AUDITORS:

M/s. Borkar & Muzumdar Chartered Accountants were appointed as Statutory Auditorsof the Company at the Annual General Meeting held on 18th September 2014 for a term offive consecutive years. As per the provisions of Section 139 of Companies Act 2013 theappointment of Auditors is required to be ratified by Members at every Annual GeneralMeeting.

12. AUDITORS' REPORT:

The Report given by the Auditors on the Financial Statements of the Company is part ofAnnual Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report. Notes to Accounts and Auditors remarks in theirreport are self-explanatory and do not call for any further comments.

13. SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act 2013 and Rules made thereunder theCompany has appointed Mr. Upendra Shukla Practicing Company Secretary to undertakeSecretarial Audit of the Company for the year under review. The Secretarial Audit interalia includes audit of compliance with the Companies Act 2013 and the Rules made underthe Act Listing Regulations and applicable Regulations prescribed by the Securities andExchange Board of India and Foreign Exchange Management Act 1999 and SecretarialStandards issued by the Institute of the Company Secretaries of India. The SecretarialAudit Report in Form No. MR-3 is annexure to this Annual Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

14. COMPLIANCEWITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.

15. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has appointed M/S. S. P. Sule & Associates Chartered Accountants asInternal Auditor of the Company for the financial year 2015-2016.

The Company has an independent Internal Audit system to carry out extensive auditsthroughout the year covering all areas of Company's significant operations. The AuditCommittee regularly reviews adequacy and effectiveness of the Company's internal financialcontrol environment and monitors implementation of audit recommendations. The Company hasproper and adequate system of internal controls to monitor proper recording oftransactions according to policies and procedures laid down by the Company in compliancewith applicable regulations.The Company ensures that the regulatory guidelines arecomplied with at various levels. The internal audit reports are regularly monitored by theAudit Committee.

16. CORPORATE GOVERNANCE:

Corporate Governance is the application of best management practices compliance oflaws rules regulations and adherence to ethical principles in all its dealings toachieve the objects of the Company enhance stakeholder value and discharge its socialresponsibility. The Companies Act 2013 and SEBI Listing Regulations have strengthened thegovernance regime in the country. Your Company is in compliance with the governancerequirements provided under the new law and listing regulations.

A separate Report on Corporate Governance together with Auditor's Certificateconfirming compliance with the conditions of Corporate Governance as stipulated underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed to this Report.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A. Industry Structure and Development:

Your Company operates in the e-Government space. The key stakeholders in this industrycan be Govt.organizations and its employees; Consulting Companies appointed by Govt.organizations for firming up tenders and its evaluation; Project Management Companiesappointed by Govt. organizations for monitoring project execution; Funding agencies likecentral Govt. or International Funding agencies like WB ADB DFID JAICA etc. and ITcompanies who execute the projects.

There are several departments / organizations in each govt.which need E-governmentsolutions e.g.Urban Development Public Distribution System Tourism Immigration CompanyAffairs Ministry Courts Labour dept. Water Supply Authorities PSUs Autonomous bodiesetc. The list is very long. The budgets are spent by Central Govt. State Govt. Externalfunding agencies Autonomous bodies PSUs etc. It is not very easy to assess the actualtotal amount being spent by different Govt.organizations due to different budget approvalmethods followed by these different organizations.

The industry structure has more or less remained same over the years. Govt. spending inIT is expected to grow 10-11% per year following ambitious programs mentioned below andinvestment proposed in Wi-Fi and optical fibre. Govt. has been issuing various guidelineslike e-Gov standards technology guidelines etc. to create an interoperable ecosystem overa period of time. Certain MNCs are investing in India for taking advantage of the growingeconomy as well as various initiatives taken by Govt.impacting IT industry positively.

There have been some chronic issues with Govt.contracts in the industry. Efforts arebeing done by industry associations like NASSCOM to convince Govt. to have more balancedtender documents. NASSCOM has also provided model draft tenders for consideration of govt.These efforts are bearing fruit but not with desired speed or desired sense of urgency. Itis expected that IT dependent initiative like Ease of Doing Business Right to ServicesDigital India Start Up India Skill India Smart City Atal / Amrut mission etc. willexpedite the process of reforms in the procurement process due to serious focus fromGovt.of India and conditional funding associated with these missions.

Once all these missions become reality then IT platform will be inevitable ingovernment functioning. It can open doors on young and veteran IT entrepreneurs in spaceslike IT services and BPR ITES IT products and in areas of SMAC (Social Media MobilityAnalytics and Cloud Computing). With proliferation of mobiles and increasing momentum ofAadhaar enrolment India has unprecedented opportunity to leverage"Mobile-Aadhaar-Bank" Account for effective implementation of various Governmentschemes as well as delivery of G2B or G2C services. This will open a new paradigm inIndian context and can jump many stages of making direct delivery of citizen benefits.

B. Existing Opportunities and Outlook:

Advancement and application of information technology are ever changing. Outlook of thetrends in the information technology are as follows:

Cloud Computing

One of the most talked about concept in information technology is the cloud computing.Cloud computing is defined as utilization of computing services i.e. software as well ashardware as a service over a network. Typically this network is the internet. Cloudcomputing offers 3 types of broad services mainly Infrastructure as a Service (IaaS)Platform as a Service (PaaS) and Software as a Service (SaaS). It reduces ITinfrastructure cost of the company. It promotes the concept of virtualization whichenables server and storage device to be utilized across organization and makes maintenanceof software and hardware easier as installation is not required on each end user'scomputer. ABM has already started making its flagship application cloud compliant andevolving models where clients can pay for use rather than doing acquisition by makingupfront payments. This has challenges as the functionality varies from customer tocustomer. ABM will try to capture a superset of functionality and try and convincecustomers to adopt best practices brought on table by ABM based on its deep experience invarious domains of e-government.

Mobile Applications

M-governance is one area where ABM has already made deep inroads. We offer severalmobile apps for citizens and businesses for easy access to Govt. service. These mobileapplications or mobile apps have become a success since its introduction. They aredesigned to run on Smartphone tablets and other mobile devices. They are available as adownload from various mobile operating systems like Android iOS-Apple etc. In industrysome of the mobile app are available free where as some involve download cost. In somecases the revenue collected is shared between app distributor and app developer.

User Interfaces

User interface has undergone a revolution since introduction of touch screen. The touchscreen capability has revolutionized the way end users interact with application. Touchscreen enables the user to directly interact with what is displayed and also removes anyintermediate hand-held device like the mouse. Touch screen capability is utilized in smartphones tablet information kiosks and other information appliances. ABM has incorporatedsuch interface in all its Mobiles apps.

Analytics

The field of analytics has grown many folds in recent years. Analytics is a processwhich helps in discovering the informational patterns with data which ABM usesaggressively to enhance the value of MIS to its customers in various domains. The field ofanalytics is a combination of statistics computer programming and operations research.The field of analytics has shown growth in the field of data analytics predictiveanalytics and social analytics. Data analytics is tool used to support decision-makingprocess. It converts raw data into meaningful information. Predictive analytics is toolused to predict future events based on current and historical information. Social mediaanalytics is tool used by companies to understand and accommodate customer needs.

Internet of Everything (IoE)

Internet of Things (IoT) which is now called as Internet of Everything (IoE) is fastbecoming new and big opportunity in IT industry. Smart City project can be one of thedriving forces for speeding up adoption of IoE in Govt. sector. Connections like M2M(machine to machine e.g.smart building ) M2P(machine to people e.g.in-patient monitoring )and P2P(people to people e.g.teleworking ) are set to revolutionize the use of IT in Govt.as well as private sector and create over $ 4.6Trillion value at stake globally in publicsector by 2020 as per IDC report. ABM will make serious efforts to exploit this potentialby developing alliances and partnerships in this field.

As per a recent report by Gartner The government in India will spend $7 billion on ITproducts and services in 2016. This includes spending on internal services software ITservices data centers devices and telecom services by local state and Uniongovernments. IT services which include consulting software support business processoutsourcing IT outsourcing and implementation.

Your company operates in certain niche areas such as e-Municipality Reforms andAutomation in areas like Accounting and Property Tax Utilities- Water billing andElectricity Tourism Portal SAP services and customized ERP for Govt. customer named asGRP. The need for e-Governance in these sectors is increasing with growing urbanization aswell as due to the general need for improvement in efficiency by Govt. organizations inthese sectors. ABM's very large e Municipality projects in states like MP and Bihar are atdifferent stages of implementation and hold potential for further business opportunity.Best efforts are being made to retain existing customers by giving high quality ofservice. Each state offers abundant opportunities in these areas and will continue to betapped by balancing the risk and rewards.

C. Business Threats:

We have been outlining various risks and threats associated with e government business.It included possible payment delays Time and Cost overruns Disruptions in the projectwhen head of the organization is changed challenges in attracting good talent to work inless developed states and in interior regions in India etc. You Company has been adoptinga cautious approach of building business brick by brick rather than a big bang approach.This has been impacting the growth in revenue. Of late ABM has been establishing presenceand business opportunities in multiple states by going out of the state of Maharashtra.With exposure to more and more customers the risks associated with project execution alsoexpand naturally. Your company has put in place various risk mitigation strategies andkeeps fine-tuning the same from time to time.

The key threat remains the inability of administration to take bold and new initiativesin the space of e-government without fear of failure. This is due to concerns ofmotivated or ignorant public scrutiny damaging the personal reputation of decision makers.As a result the procedure of procurement takes precedence over the outcome of theproject. This is of course not true for each one and there is always oasis of exceptions.On the other hand of late it has been noted that industry's participation in variouse-Governance projects has seen a steady decline with several large projects resulting in aNO-BID Situation. This is not true however for tenders which have balance conditions andfair terms. Your company is on constant look-out for growth opportunities to tackle thechallenges of slower than expected growth by managing the known risks and hopes for somebreakthroughs in time to come.

D. Business Strategies and Planning:

The core strategy of the Company remains by and large unchanged. It involves workingclosely with existing prestigious customers and retaining them and targeting newergeographies for promoting niche offering of the company. ABM also has been selectivelyadding to its core offerings wherever a high replication potential to other customers isperceived.

ABM has established its presence in states in North SouthWest and East India bywinning prestigious customers in these regions. Company has also invested in social mediamobility analytics and cloud technology to enter into "Digital Business". Astrategy of working with large and reputed IT companies to win large orders in consortiumwith them has yielded positive results and the strategy will be deepened further. Afterinitial momentum GRP SBU has slowed down and efforts will be made to analyze the rootcauses and decide the next steps.

E. Human Resource Management:

i) AIM of Human Resource Management

To enable ABM to attract integrate develop and retain the best talent todeliver business growth.

Fulfill business demand deliver consistently high utilization rates andkeep manpower costs within the desired range as per Business plan.

Deploy meaningful practices to enhance the engagement capability andcompetitiveness of our workforce. ii) Achievements

The above aims were fulfilled to a large extent. Employee Relationship was given higherfocus during the year due to increased spread of employees across India and need tointegrate them with ABM culture. Getting best of the talent for leadership roles indifferent areas remains a challenge and HR is striving to fulfill the requirements ofdifferent projects.

iii) Headcount

S. No. Year Current Headcount
1 April 2014 - March 2015 667
2 April 2015 - March 2016 720

iv) HR Events

Successful Employee connect conducted at many out station locations.

A comprehensive survey was undertaken to assess the employee satisfactionwith the help of an independent agency. 60% percent employees stated that ABM is a greatplace to work though 15% did not agree. Rest remained neutral. Many of ABM staff isrequired to be deputed on client sites which is seen as a possible reason fordissatisfaction of some employees as the infrastructure at some client locations is not asper standards of IT industry.

v) Motivational and Focus Areas

The Company continues to invest in the form of training for enhancing itsHuman Capital by providing opportunities to its employees to develop their skills andcompetencies relevant to the business requirements.

We follow Equal Opportunities & Non Discrimination Policy and do notdiscriminate on basis of race colour gender caste or religion.

The Company's relentless pursuit to connect with employees on a regularbasis communicate in an open and transparent manner provide opportunities to learn andgrow within the organization are yielding desired results as is evident from the highretention rate and the motivation and engagement levels of the employees.

F. Discussion on financial performance with respect to the operational performance:

( In Rs Thousand)

Year ended 31.03.2016 Year ended 31.03.2015
Gross Income 889405 927942
Less: service Tax 98614 86238
Gross Income(net of Service Tax) 790791 841703
Less: Total expenditure 504212 560550
Gross profit before Depreciation & Taxation 286579 281154

The Gross Income of the Company has decreased compared to last year though there ismarginal improvement in the profits due to operational efficiency improvement. There hasbeen unexpected delay in project billing causing decrease in the gross income.

18. RISK MANAGEMENT:

Your Company has set up a Risk Management Committee in accordance with the requirementsof Listing Agreement to monitor the risks and their mitigating actions. The details of thecommittee and its terms of reference are set out in the Corporate Governance reportforming part of this report.

The Company has adopted suitable measures related to development and implementation ofa Risk Management Policy after identifying the following elements of risks which in theopinion of the Board can impact the performance of the company adversely.

1. Industry: Industry risks are competition newer business models like PPPand disruptive technologies like Social Media Mobility Analytics and Cloud computing(SMAC). ABM has been working on deepening its roots into its core areas to create moreentry barriers to competition as well as working closely with existing clients to givesuperior service and value. ABM is working with larger companies for consortium basedbidding to prepare for opportunities like PPP where much stronger financial upfrontinvestment is required for larger project. Similarly solutions are being upgraded to addSMAC technologies by creating a focus group on these technologies.

2. Supply side risk for talent acquisition: With growing customer base andmission critical projects unavailability of right skilled resources at right time inright quantity can pose a risk. The Company constantly trains and re-trains existingresources for different skills and technologies. Suitable HR practices are adopted tominimize the attrition rate. Lateral hiring is done to bring in fresh leaders.

3. Cost pressures: Increasing operations expenses as well as rising employeecost can pose risk to the Company. The Company has internal controls to monitor costs andescalate any abnormal increase for taking corrective actions. Project level and BusinessUnit level costs are monitored through a regular MIS on budgets and variances for timelycorrective action.

4. Operational efficiency: The operational risk is mainly associated withclient acquisition execution of projects information security and continuity ofcustomer's business operations. The company has project level monitoring where such risksare identified and escalated to board for suitable corrective measures on time.

5. Reputation: The Company's projects are in Govt. sector which arenecessarily funded by public finance. This exposes the company to the risk of motivatedpublic scrutiny from elements which are adversely affected by success of project leadingto transparency as well as some times by competition. The Company strictly follows theGovt. processes of procurement and executes the projects with highest possible standardsof ethics and best industry processes. Employees are made well aware of the company policyto ensure the proper code of conduct is followed across projects uniformly. Company haspublished its own code of conduct for benefit of employees. This has been helping companyso far to win over the confidence of customers even in the situations of motivated publicscrutiny which is aimed at hurting reputation of the company.

19. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE ANDTHE DATE OFTHE REPORT:

There are no material changes or commitments made by Company that will affect thefinancial position of the Company during the abovementioned period.

20. CODE OF CONDUCT:

The Company has adopted the Code of Conduct and ethics for all Board Members and SeniorManagement and this is strictly adhered to. A copy of the Code of Conduct is available onthe website of the Company www.abmindia.com. In addition members of the Board and SeniorManagement also submit on an annual basis the details of individuals to whom they arerelated and entities in which they hold interest and such disclosures are placed beforethe Board. The members of the Board inform the Company of any change in theirdirectorship(s) chairmanship(s) / membership(s) of the Committees in accordance with therequirements of the Companies Act 2013 and Listing Regulations.

The members of the Board and Senior Management have affirmed their compliance with thecode and a declaration signed by the Managing Director is annexed to this report.

21. AUDIT COMMITTEE COMPOSITION:

During the year all the recommendations of the Audit Committee were accepted by theBoard. The Composition of the Audit Committee is as described in the Corporate GovernanceReport which forms part of this report.

22. VIGIL MECHANISM:

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. Vigil(whistleblower) mechanism provides a channel to theemployees and directors to report to the management concerns about unethical behaviouractual or suspected fraud or violation of the code of conduct or policy. The mechanismprovides for adequate safe guards against victimization of directors and employees whoavail of the mechanism and also provide for direct access to the Chairman of the AuditCommittee. As a part of theVigil Mechanism a separate email addresses are provided. TheWhistle Blower Policy is made available on the website of the Company.

23. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of SEBI (Prohibition of InsiderTrading) Regulations2015 and to preserve confidentiality and prevent misuse of unpublished price sensitiveinformation the Company has adopted (i) a Code of Conduct to Regulate Monitor and ReportTrading by Insiders and (ii) a Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information. The same has been circulated to Directors anddesignated employees of the Company. They are regularly reminded about their obligationunder the policies and also informed about prevention of insider trading into thesecurities of the Company.

The Company Secretary is responsible for implementation of the Code. All Board ofDirectors and the designated employees have confirmed compliance with the Code.

24. RELATED PARTY TRANSACTIONS:

The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. The policy on related partytransactions as approved by the Board is uploaded on the Company's websitewww.abmindia.com. The Policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between the Company and RelatedParties.

All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained on an annual basis which isreviewed and updated on quarterly basis.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material Related Party Transactions i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements were entered during the year by your Company. Accordinglythe disclosure of Related Party Transactions as required under Section 134(3) (h) of theCompanies Act 2013 in Form AOC 2 is not applicable.

25. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is appended as an Annexure to this Annual Report.

26. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the requirements of Section 135 of Companies Act 2013 your Companyhas constituted a Corporate Social Responsibility Committee. The composition and terms ofreference of the Corporate Social Responsibility Committee is provided in the CorporateGovernance Report. Your Company has also formulated a Corporate Social ResponsibilityPolicy which is available on the website of the Company.

The objective of our CSR Policy is to directly / indirectly undertake projects /programs which will enhance the quality of life and economic well-being of communities inand around our society at large and not just spending the requisite amount. The Companyhas made efforts to identify projects in line with its CSR focus areas. However theCompany could not spend the requisite money on or before 31st March 2016 as considerabletime is taken in evaluating and implementing projects. Company believes that CSRexpenditure is aimed at larger public good rather than mere compliance. However theCompany has spent around 90% of the stipulated CSR funds before finalizing this report.

A report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been appended as Annexure to this Report.

27. PARTICULARS OF LOANSGUARANTEES OR INVESTMENTS:

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review.

28. PREVENTION OF SEXUAL HARASSMENT (POSH) AT WORKPLACE:

Your Company has always believed in providing a safe and harassment free workplace forevery individual working and associating with the Company through various interventionsand practices. The Company always endeavours to create and provide an environment that isfree from discrimination and harassment including sexual harassment.

The Company has adopted a Policy on Prevention Prohibition and Redressal of SexualHarassment at the Workplace in line with the provisions of the Sexual Harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under.The Policy aims to provide protection to employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where employees feel secure.The Company has also constituted an Internal Complaints Committee to inquire intocomplaints of sexual harassment and recommend appropriate action. The Company has notreceived any complaint of sexual harassment during the financial year 2015-16. Companyprovides regular training to its employees on POSH by hiring experts in the field.

29. PARTICULARS OF EMPLOYEES:

The details of employee remuneration as required under provisions of Section 197 ofCompanies Act 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 for the year ended 31st March 2016 is as follows:

Name of the Employee Mr. Prakash B. Rane
Age 50 years
Designation Managing Director
Gross Remuneration Rs 14691 Thousand
Qualification B.Tech. M.M.S.
Date of Commencement of the employment 27th April 2000
Number of years Experience 26 years
Previous Employment Advent Business Machines Pvt. Ltd

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as Annexure to thisReport.

30. CONSERVATION OF ENERGY:

Your Company consumes energy mainly for the operation of its software development thusthe consumption of electricity is negligible. In order to conserve the electricity theirconditioners are kept at a moderate temperature and all the electrical equipments areturned off whenever they are not required by the office staff.

31. TECHNOLOGY ABSORPTIONADOPTION & INNOVATION AND RESEARCH AND DEVELOPMENT:

Your Company has continued its focus on 'Productisation of Services' by innovativebusiness models. Company is putting in efforts to adopt the SMAC technologies to addressthe demand for "Digital Business". The flagship products of the company areprogressing well for being upgraded to the latest technology for reducing the total costof ownership for customers and becoming more competitive in market.

32. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your company did not have any Foreign Exchange earnings or outgo in last year.

33. LISTING FEES:

Your Company's shares are listed in BSE Limited Mumbai and the Annual Listing fees forthe year under review have been paid.

34. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the Profitor Loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) they have prepared the Annual Accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internalfinancial controls are adequate and operating effectively;and

f) they have devised proper system to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

35. ACKNOWLEDGMENT:

Your Directors sincerely appreciate the high degree of commitment dedication andprofessionalism displayed by our employees at all levels. Our consistent growth was madepossible by their hard work solidarity and support.

We thank the shareholders for their continued confidence bestowed on the Company. Wealso thank our customers investors bankers Government Authorities Regulatory Bodiesand Financial Institutions for their assistance cooperation and look forward to theircontinued support in the future.

For and on behalf of the Board
Date : 25th May 2016 Prakash B. Rane Sharadchandra Abhyankar
Place: Mumbai Managing Director Director
(DIN: 00152393) (DIN: 00108866)

ANNEXURE TO THE DIRECTORS' REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY

(Pursuant to Companies (Corporate Social Responsibility Policy) Rules 2014

1. A Brief Outline of the Company's Corporate Social Responsibility (CSR)Policy:

The CSR policy of the Company encompasses its philosophy towards Corporate SocialResponsibility and lays down the guidelines and mechanism for undertaking socially usefulprograms for welfare & sustainable development of the community at large. The Companyhas identified education & livelihood eradicating hunger and poverty animal welfareenvironment protection and disaster relief as the areas where assistance is provided on aneed-based and case-to-case basis. Your Company persisted with participation in suchactivities at the local grass-root level during the year. The contributions in thisregard have been made to the registered trust which is undertaking these schemes.

The Corporate Social Responsibility (CSR) Policy of the Company as approved by theBoard of the Directors is available on the Company's website at www.abmindia.com.

2. Composition of CSR Committee :

Mrs.Supriya P Rane Chairman
Mr.Sharadchandra Abhyankar Member
Mr.Sanjay Mehta Member
Dr.Ajit C.Kulkarni resigned from the Board w .e.f.30 th October 2015 and ceased to be a member of this committee.
3. Average Net Profit of the Company for last three financial years :Rs.242161 thousand
4. Prescribed CSR Expenditure:Rs 4843 thousand
5. Previous year unspent amount :Rs 3338 thousand
6. Details of CSR spent during the financial year
a) Total amount to be spent for the financial year: Rs 8181thousand
b) Total amount spent during the year : Rs 2624 thousand
c) Amount unspent as on 31 st March2016 : Rs 5557 thousand
d) Manner in which the amount was spent during the financial year 2015-2016 is detailed below: ( Rs In Thousand)

 

Sr. No. Project/ Activities Sector Projects/ Programmes coverage Amount Outlay Amount spent on the project/ programs Cumulative expenditure upto 31 st March2016 Amount Spent Direct / through implementing agency*
1 Promotion of Education Education Mumbai Maharashtra 9500 1970 1970 1970
2 Food Distribution Eradication of Hunger Mumbai Maharashtra

500

25

25

25

3 Ethnicity Protection art and culture Mumbai Maharashtr 500 15 15 15
4 Environment Sustainability Animal welfare Maharashtra 600 114 114 114
5 Rehabilitation Disaster Relief Nepal 500 500 500 5

*Details of implementing agencies :

The Company's CSR Projects are implemented through following agencies :

NGO / Trust like The Bombay Mideast Rotary Foundation Prime Minister National ReliefFund Maharogi Sewa Samiti Tiger conservation and Research Centre Isha FoundationTheRotary Foundation etc.

7. CSR Committee Responsibility Statement:

The CSR Committee confirms that the implementation and monitoring of the CSR activitiesof the Company are in compliance with the CSR objectives and CSR Policy of the Company.

For and on behalf of the Board
Date : 25th May 2016 Prakash B. Rane Supriya P. Rane
Place: Mumbai Managing Director Chairman CSR Committee
(DIN: 00152393) (DIN: 00152890)

ANNEXURE TO THE DIRECTORS' REPORT

EXTRACT OF ANNUAL RETURN

FORM NO. MGT 9

As on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN L67190MH1993PLC113638
2 Registration Date 2 nd March 1993
3 Name of the Company ABM Knowledgeware Limited
4 Category/Sub-category of the Company Public Company – Limited by shares
5 Address of the Registered office & contact details ABM House Plot No. 268 Linking Road
Bandra (W) Mumbai- 400050
Tel. No.: 022-42909700 Fax : 022-42909701
Email: egovernance@abmindia.com
Website: www.abmindia.com
6 Whether listed company Yes
7 Name Address & contact details of the Registrar & Transfer Agent if any. M/s. Universal Capital Securities Pvt. Ltd.
21 Shakil Niwas Opp. Satya Saibaba Temple
Mahakali Caves Road Andheri (East) Mumbai – 93
Tel No: 022-28207203 Fax: 022-28207207
Email: gamare@unisec.in Website: www.unisec.in

II. PRINCIPAL BUSINESS ACTIVITIES OFTHE COMPANY

(All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated)

III. PARTICULARS OF HOLDINGSUBSIDIARY AND ASSOCIATE COMPANIES - Not Applicable.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity):

The Board of Directors recommended sub-division of Equity Shares of Rs 10/- each intotwo Equity Shares of Rs 5/- each which was approved by the Shareholders through postalballot and e-voting on 23rd March 2016. As on 31st March 2016 corporate action waspending and it was completed on 12th April 2016. Hence share holding pattern is given onthe basis of FaceValue of Rs 10/- each for per Equity Share.

A Category-wise Share Holding

No. of Shares held at the beginning of the year [As on 31-March-2015] No. of Shares held at the end of the year [As on 31-March-2016]
Category of Shareholders Demat Physical Total %of Total Shares Demat Physical Total %of Total Shares % Change during the year
A. Promoters
(1) Indian
a) Individual / 6002150 - 6002150 60.01 6002150 - 6002150 60.01 0.00
HUF
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 490750 - 490750 4.91 490750 - 490750 4.91 0.00
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -

 

No. of Shares held at the beginning of the year [As on 31-March-2015] No. of Shares held at the end of the year [As on 31-March-2016]
Category of Shareholders Demat Physical Total %of Total Shares Demat Physical Total %of Total Shares % Change during the year
Total shareholding of Promoter (A) 6492900 - 6492900 64.92 6492900 - 6492900 64.92 0.00
B. Public
Shareholding
1. Institutions - - - - - - - - -
a) Mutual Funds - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture - - - - - - - - -
Capital Funds
f) Insurance Companies - - - - - - - - -
g) FIIs / Foreign 181012 - 181012 1.81 95683 - 95683 0.96 -0.85
Portfolio investor
h) Foreign
Venture Capital - - - - - - - - -
Funds
i) Others (specify) - - - - - - - -
Sub-total 181012 - 181012 1.81 95683 - 95683 0.96 -0.85
(B) (1):-
2. Non-
Institutions
a) Bodies Corp.
i) Indian 391928 123700 515628 5.16 407545 123700 531245 5.31 0.15
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - - -
I) Individual shareholders holding nominal share capital upto Rs 1 lakh 949114 210212 1159326 11.59 1012135 201562 1213697 12.14 0.55
ii) Individual shareholders holding nominal share capital in excess of Rs1lakh 431847 - 431847 4.32 446948 - 446948 4.45 0.13
c) Others: NBFCc registered with RBI - - - - 750 - 750 0.01 0.01
Non Resident Indians 168181 168181 1.68 191079 191079 1.91 0.23
Overseas - 1000000 1000000 10.00 - 1000000 1000000 10.00 0.00
Corporate Bodies
Foreign Nationals 500 - 500 0.00 - - - 0.00 0.00
Clearing Members Trusts 10956 - 10956 0.11 7498 - 7498 0.07 -0.04
Directors & Relatives 19450 21300 40750 0.41 21300 21300 0.21 -0.20
Sub-total (B)(2) 1971976 1355212 3327188 32.27 2065955 1346562 3412517 34.12 0.85
Total Public
Shareholding (B)=(B)(1)+(B)(2) 2152988 1355212 3508200 35.08 2161638 1346562 3508200 35.08 0.00
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 8645888 1355212 10001100 100.00 8654538 1346562 10001100 100.00 0.00

B) Shareholding of Promoter-

Shareholder's Shareholding at the beginning of the year Shareholding at the end of the year
Sr. No. Name No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
1. Prakash B.Rane 4771150 47.71 - 4771150 47.71 - 0.00
2. Supriya P.Rane 1227000 12.27 - 1227000 12.27 - 0.00
3. Baburao B.Rane 2500 0.02 - 2500 0.02 - 0.00
4. Sunita B.Rane 1250 0.01 - 1250 0.01 - 0.00
5. Sharada Rane 250 0.00 - 250 0.00 - 0.00
6. Lipsita Properties
Private Limited 490750 4.91 - 490750 4.91 - 0.00
Total 6492900 64.92 - 6492900 64.92 - 0.00

C) Change in Promoters' Shareholding: There is no change in the Promoters'Shareholding during the Financial Year 2015-2016.

D) Shareholding Pattern of top ten Shareholders:

(Other than DirectorsPromoters and Holders of GDRs and ADRs):

Shareholding at the beginning of the year Cumulative Shareholding during the year
Sr. No. Name of the Top 10 Shareholders No. of shares % of total shares of the company No. of shares % of total shares of the company
1 New Computer Era Limited
At the beginning of the Year 500000 5.00 500000 5.00
Increase / Decrease in Shareholding during the year - - 500000 5.00
At the end of the Year 500000 5.00
2 Computer Digital Network Limited
At the beginning of the Year 250000 2.50 250000 2.50
Increase / Decrease in Shareholding during the year - - 250000 2.50
At the end of the Year 250000 2.50
3 Rosewell Group Services Limited
At the beginning of the Year 250000 2.50 250000 2.50
Increase / Decrease in Shareholding during the year - - 250000 2.50
At the end of the Year 250000 2.50
4 Aegis Transportation Pvt. Ltd.
At the beginning of the Year 200000 2.00 200000 2.00
Increase / Decrease in Shareholding during the year - - 200000 2.00
At the end of the Year 200000 2.00
5 The Indiaman Fund (Mauritius) Ltd.
At the beginning of the Year 162168 1.62 162168 1.62
Increase / Decrease in Shareholding during the year (Transfer)
03/04/2015 10000 1.72 172168 1.72
03/07/2015 (10000) -0.10 162168 1.62
16/10/2015 (29300) -0.29 132868 1.33
23/10/2015 (32868) -0.33 100000 1.00
30/10/2015 (3317) -0.03 96683 0.97
15/01/2016 (1000) -0.01 95683 0.96
At the end of the Year 95683 0.96
6 Shivani Trivedi
At the beginning of the Year 157350 1.57 157350 1.57
Increase / Decrease in Shareholding during the year - - 157350 1.57
At the end of the Year 157350 1.57
7 Dr. Sanjeev Arora
At the beginning of the Year 97605 0.98 97605 0.98
Increase / Decrease in Shareholding during the year (Transfer) 07/08/2015 2000 0.02 99605 1.00
14/08/2015 4600 0.05 104205 1.04
21/08/2015 1270 0.01 105475 1.05
28/08/2015 2000 0.02 107475 1.07
18/09/2015 10003 0.10 117478 1.17
25/09/2015 2371 0.02 119849 1.20
09/10/2015 3441 0.03 123290 1.23
16/10/2015 2365 0.02 125655 1.26
At the end of the Year 125655 1.26
8 Meridian Corporate Services Ltd.
At the beginning of the Year 82500 0.82 82500 0.82
Increase / Decrease in Shareholding during the year (Transfer) - - 82500 0.82
At the end of the Year 82500 0.82
9 Mohan Datar
At the beginning of the Year 82050 0.82 82050 0.82
Increase / Decrease in Shareholding during the year (Transfer) - - 82050 0.82
At the end of the Year 82050 0.82
10 Shree Krishna Agro Ind. Ser. Pvt. Ltd.
At the beginning of the Year 71300 0.71 71300 0.71
Increase / Decrease in Shareholding during the year - - 71300 0.71
At the end of the Year 71300 0.71

E) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year Cumulative Shareholding during the year
Sr. No. Name of the Top 10 Shareholders No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Prakash B. Rane Managing Director
At the beginning of the Year 4771150 47.71 4771150 47.71
Increase / Decrease in Shareholding during the year - - 4771150 47.71
At the end of the Year 4771150 47.71
2 Supriya P. Rane Non-Executive Director
At the beginning of the Year 1227000 12.27 1227000 12.27
Increase / Decrease in Shareholding during the year - - 1227000 12.27
At the end of the Year 1227000 12.27
3 Dr. Ajit C. Kulkarni Non-Executive Director*
At the beginning of the Year 19450 0.19 19450 0.19
Increase / Decrease in Shareholding during the year
08/05/2015 (5) -0.00 19445 0.19
03/07/2015 (5000) -0.05 14445 0.14
17/07/2015 (500) -0.00 13945 0.14
24/07/2015 (500) -0.00 13445 0.13
At the end of the Year 13445 0.13
4 M. N. Ahmed Non-Executive Director**
At the beginning of the Year 21300 0.21 21300 0.21
Increase / Decrease in Shareholding during the year - - 21300 0.21
At the end of the Year 21300 0.21
5 Sharadchandra Abhyankar
Non-Executive Director
At the beginning of the Year - - - -
Increase / Decrease in Shareholding during the year - - - -
At the end of the Year - -
6 Sanjay Mehta Non-Executive Director
At the beginning of the Year - - - -
Increase / Decrease in Shareholding during the year - - - -
At the end of the Year - -
7 Dr. Sumit Chowdhury Non-Executive Director
At the beginning of the Year - - - -
Increase / Decrease in Shareholding during the year - - - -
At the end of the Year - -
6 Paresh Golatkar CFO
At the beginning of the Year - - - -
Increase / Decrease in Shareholding during the year - - - -
At the end of the Year - -
7 Sarika Ghanekar Company Secretary
At the beginning of the Year - - - -
Increase / Decrease in Shareholding during the year - - - -
At the end of the Year - -

*Dr. Ajit C.Kulkarni has resigned from the Board w.e.f.30.10.2015.

** Shareholding of Relatives of Mr. M.N.Ahmed in the Company as on 31st March 2016.

V. INDEBTEDNESS:

The Company had no indebtedness with respect to secured or Unsecured Loans or Depositsduring the financial year 2015-16.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing DirectorWhole-time Directors and/or Manager:

( Rs In Thousand)

Sr. No. Particulars of Remuneration Name of Managing Director Total Amount
Prakash B. Rane
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 9101.00
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 90.02
(c) Profits in lieu of salary under section 17(3) -
Income- tax Act 1961
2 Stock Option -
3 Sweat Equity -
4 Commission 5500.00
5 Others please specify -
Total (A) 14691.02
Ceiling as per the Act 14695.00

B. Remuneration to other directors:

( Rs In Thousand)

Name of Director Total Amount
Sr. No. Particulars of Remuneration

Dr. Ajit C.

Sharadchandra Sanjay Mehta
1 Independent Directors Kulkarni Abhyankar
Fee for attending Board / Committee meetings 32.00 52.00 8.00 92.00
Commission 0.00 200.63 100.00 300.63
Others please specify - - - -
Total (1) 32.00 252.63 108.00 392.63
2 Other Non-Executive Directors Supriya P. Rane M. N. Ahmed
Fee for attending Board / Committee meetings 80.00 88.00 168.00
Commission 1973.13 401.25 2374.38
Others please specify - - -
Total (2) 2053.13 489.25 2542.38
Total (B)=(1+2) 2935.00
Total Managerial Remuneration 17626.02
Overall Ceiling as per the Act 17634.00

C. RemunerationTo Key Managerial Personnel OtherThan MD / Manager/WTD :

( In Rs Thousand)

Sr. No. Particulars of Remuneration Key Managerial Personnel
Sarika Ghanekar Company Secretary Paresh Golatkar CFO Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 671.62 567.42 1239.04
(b) Value of perquisites u/s 17(2) - - -
Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
5 Others please specify - - -
Total 671.62 567.42 1239.04

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties / punishment / compounding of offences for breach of anysection of Companies Act against the Company or its Directors or other officers indefault if any during the year.

For and on behalf of the Board
Date : 25th May 2016 Prakash B. Rane Sharadchandra Abhyankar
Place: Mumbai Managing Director Director
(DIN: 00152393) (DIN: 00108866)

ANNEXURE TO THE DIRECTORS' REPORT

Statement of Disclosure of Remuneration Under Section 197 of Companies Act 2013 andRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)

1 The Ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of sub-section 12 of the Companies Act 2013 readwith Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules2014:

The percentage increase in remuneration of each Director Chief financial Officer andcompany Secretary during the financial year 2015-2016 ratio of the remuneration of eachDirector to the median remuneration of the employee of the Company for the financial year2015-2016 and the comparison of remuneration of each Key Managerial Personnel (KMP)against the performance of the Company as under:

Sr. No. Name of Directors and Key Managerial Personnel Designation Ratio of remuneration of each Director to median remuneration of employees % increase / decrease in remuneration in the Financial Year 2015-2016 Comparison of the Remuneration of the KMP against the performance of the Company
1 Prakash B. Rane Managing Director 85.04 1.33% 8.36%
2 Supriya P. Rane Non-Executive Director 11.88 -1.67%
3 M.N. Ahmed Non-Executive Director 2.83 -12.01%
4 Dr.Ajit C. Kulkarni Non-Executive Director 0.19 -88.49%
5 Sharadchandra D. Abhyankar Non-Executive Director 1.46 -6.44%
6 Sanjay Mehta Non-Executive Director 0.63 100.00%
7 Paresh M. Golatkar Chief Financial Officer 3.28 11.39% 8.32%
8 Sarika A. Ghanekar Company Secretary 3.89 9.95% 8.38%

2 The Percentage increase in the median remuneration of employees in thefinancial year: The Median remuneration of the employees in the financial yearincreased by 17%.

3 The Number of permanent employees on the rolls of Company: 706 employeesas of March 2016.

4 The explanation on the relationship between average increase in remunerationand the Company Performance:

The average increase in remuneration is largely dependent on market movements with theview to achieve higher retention of our employees. The Company decides percentage ofincrease in remuneration depending on salaries in comparable profiles in similar industryand performance of the employee during the year. The increase in the remuneration is doneconsidering the overall performance of the Company.

5 Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration: Averagepercentile increase of employees other than managerial personnel is approximately 8% andaverage percentile increase of managerial remuneration is approximately 13%. There were noexceptional circumstances for increase in managerial remuneration in the last financialyear. The percentile increase process and policy was same for them and all otheremployees.

6 Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company: For the financial year 2015-2016 Key Managerial Personnelwere paid remuneration of approximately 9.67% of Net Profit of the Company.

7 The key parameters for any variable component of remuneration availed by thedirectors: Commission to Executive and Non-executive directors is the variablecomponent of their remuneration. Key parameters for determining the same are provided inthe remuneration policy of the Company.

8 The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: No employee received remuneration in excess of thehighest-paid director.

9 Affirmation that the remuneration is as per the remuneration policy of theCompany: Yes the remuneration is as per the remuneration policy of the Company.

10 Variation in the market Capitalization Price Earning Ratio and Net worth ofthe Company for the closing Date of the Current Financial year and Previous FinancialYear:

( In Rs Thousand)

Particulars

31-03- 2016

31-03- 2015

% Change

Market Capitalisation 1995219 1595175 25.08
Price Earning Ratio 11.36 9.11 24.70
Percentage Increase / decrease of market quotations of the shares of the Company in comparison to the rate at which the Company came out with last Public offer 1895.00% 1495.00% -
Net worth of the Company 1009630 864012 16.85

 

For and on behalf of the Board
Date : 25th May 2016 Prakash B. Rane Sharadchandra Abhyankar
Place: Mumbai Managing Director Director
(DIN: 00152393) (DIN: 00108866)

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