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ASM Technologies Ltd.

BSE: 526433 Sector: IT
NSE: N.A. ISIN Code: INE867C01010
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OPEN 116.45
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VOLUME 542
52-Week high 219.90
52-Week low 95.10
P/E
Mkt Cap.(Rs cr) 57.70
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ASM Technologies Ltd. (ASMTECHNOLOGIES) - Director Report

Company director report

To the Members

We are pleased to present the 24 Annual Report together with the Audited Accounts ofyour Company for the year ended 31 th st March 2016.

1. Financial Results

(Rs.. In lakhs)

2015-2016 2014-2015
Income from software services and Products 10147.95 10941.74
Other operating income 21.47 1.30
Employee cost 6580.93 6836.01
Other expenditure 2900.31 2441.22
Operating Profit before Interest 688.18 1665.81
Depreciation & Tax (EBIDTA)
Depreciation 151.47 157.46
Interest 500.54 389.77
Other income 221.48 166.43
Profit/(Loss) before exceptional item 257.65 1285.01
Exceptional item 1818.60 -
Profit/(Loss) before Tax (EBT) 2076.25 1285.01
Current Tax 707.35 484.79
Deferred Tax Income/-Expense 16.79 (27.94)
Net Profit /(Loss) (PAT) 1352.11 828.16
Profit & Loss bal brought forward 2857.94 2337.96
Amount available for appropriation 4210.04 3166.13
Interim Dividend 390.00 60.00
Proposed Final Dividend - 40.00
Dividend Tax 79.39 20.14
Depreciation adjustment - 88.04
Transfer to General Reserve - 100.00
Balance in Profit & Loss A/c 3740.65 2857.94

Note on discontinuing operations:

During the year Company has transferred its Enterprise Application business toSubsidiaries of Alten SA France for a consideration of Rs.63.02 Crores of which Rs.18.49Crores received in India for the business transferred from the holding Company andRs.44.53 Crores towards transfer of Abacus Business solutions Inc shares transfer ofbusiness from Advanced synergic Pte Ltd and ESR Associates Inc. Said Considerationincludes Rs.19.87 Crores to be received and is subject to fulfillment of businesscommitments and Representations and Warranties provided by the Company. Amount receivedtowards sale of business has been shown as profit from discontinuance of business afterdeducting the direct cost of sale and adjusting the Investment value.

2. Results of Operation

ASM along with its subsidiaries provides world class consulting and product developmentservices in the areas of Engineering Services and Product R&D Services with successfulOffshore Development and Support Centers in India and Overseas for its global clientele.

On the standalone front your company registered a total revenue of Rs. 10147.95 lakhsfor the year ended 31 March st 2016. Domestic sales was Rs. 3446.71 lakhs while Exportsales was Rs. 6701.24 lakhs. EBIDTA was at Rs. 688.18 lakhs and Net profit after tax wasRs. 1352.11 lakhs.

The Consolidated total revenue for the year ended 31 March 2016 was Rs. 17815.27 lakhs.EBIDTA was at Rs. 428.22 st lakhs and Net Profit after tax at Rs. 605.70 lakhs.

3. Dividend/ Transfer to Reserves

During the year 2015-16 the company declared an Interim dividend of Rs. 1.80/- on 15October 2015 followed by a th Special 2 Interim dividend of Rs. 6/- on 15 March 2016 andRs.79.39 lakhs was paid towards dividend tax and nd th surcharge thereon. With a view toaugment resources for long term growth your Directors have not recommended any finaldividend. The dividend payout for the year under review has been formulated in accordancewith the Company`s policy to pay sustainable dividend linked to long term growthobjectives of the company to be met by internal cash accruals and the shareholders`aspirations.

4. Subsidiary Companies

The consolidated Accounts of your Company and its subsidiaries viz. Advanced SynergicPte Ltd Singapore and Pinnacle Talent Inc USA duly audited are presented as part ofthis Report in accordance with Accounting Standard 21 and the Listing Regulations with theStock Exchange wherever applicable. The statement pursuant to the provisions to Section129(3) of the Companies Act 2013 containing salient features of the financial statementof the Company`s Subsidiaries in FormAOC1 is given in Annexure -I1.

Your Company has formulated and adopted a “Policy for determining MaterialSubsidiaries” so that your company could identify such subsidiaries and formulategovernance framework for them. Copy of the Policy form part of this Report in Annexure-III

5. Future Outlook

With the maturity of “Globalization of Engineering” and “Digital &Mobile Technology” over the last few years there is an intense race to rapidlycreate new products across the world causing a “New Product Revolution”.Thethrust areas are in the Semiconductor Equipment Medical Devices Hi Tech ConsumerElectronics Automotive& Aerospace and telecom industries.

This “New Product Revolution” has opened opportunities for companies likeASM in the space of Engineering Services.

Cashing in on this opportunity ASM through the initiative of ARISE (ASM Research andInnovation Step for Excellence) has seen remarkable success in the “Co-Creation of IPled Product Innovation” and Platform Services for its clients. As a System DesignHouse ASM is fully equipped to handle complex Electronics Mechanical and Embeddedsoftware design and development to complete the product under one roof. Further workingprototype and manufacturing results in the entire product realization for the client.

The future looks exciting and upbeat in the R&D Products and Engineering ServicesOutsourcing (ESO)space. There are lot of drivers for the clients like Reducing ProductDevelopment Life Cycles Global Competition and getting a first mover advantage byring-fencing the IP. The clients are equally excited to collaborate with the EngineeringService providers like ASM to leverage their capability for global regional andadjacent markets thereby optimize the R&D Operations.

6. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Regulation 34 of SEBI(Listing Obligations and Disclosure Requirements ) Regulations 2015 is disclosedseparately in the Annual Report.

7. Board Meetings

During the year under review the Board of Directors 6 meetings of the Board were heldon 26.05.2015 14.08.2015 15.10.2015 29.10.2015 15.02.2016 and 15.03.2016. The maximuminterval between two meetings did not exceed 120 days.

8. Directors and Key Managerial Personnel

Ms. Preeti Rabindra Director retires by rotation and being eligible offers herselffor re-appointment at the ensuing Annual General Meeting.

During the year under review Mr. M Lakshminarayan was appointed as an AdditionalDirector on the Board of your company and at the ensuing Annual General Meeting it isproposed to seek your approval to appoint him as a Non-Executive Non-Independent Directorliable to retire by rotation.

9. Independent Directors

The company has received the necessary declaration from the Independent Directors underSection 149(7) of the Companies Act 2013 and they have met the criteria of Independence aslaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

10. Director's Responsibility Statement

Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 the Directorshereby confirm that:

a) in the preparation of the annual accounts for the financial Year 2015 theapplicable accounting standards has been followed along with proper explanation relatingto material departures:

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared annual accounts of the company on a going concern basis.

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. Material Changes and commitments affecting the financial position of the company

In continuation of the execution of a non-binding Letter of Intent dated February 282015 for transfer of certain assets of the company relating to its business of enterpriseapplication solution that that provides implementation upgradation and support servicesto Alten SA a company organized under the laws of France having its office at avenueAndre Morizet 92513 Boulogne-Billancourt Cedex France by itself or through itsaffiliates the Board of Directors during the year have signed definitive agreements fortransfer and sale of identified business to M/s Alten Calsoft Labs( India) Private Limitedan affiliate of M/s Alten SA to consummate the proposal.

12. Audit Committee

The Audit committee comprises of Mr.M.R.Vikram Chairman Prof. B.S.Sonde and Mr.Shekar Viswanathan as members. The committee met four times during the Financial yearunder review and all its recommendations were accepted by the Board.

Your Company has established the Vigil Mechanism an Ombuds process which is a channelfor receiving and redressing of employees complaints. This mechanism covers questionablefinancial or accounting matters and reporting fraudulent financial information to theshareholders the government or any other legal authority. This meets the requirementunder Section 177(9) and10 of the Companies Act 2013 and Regulation 22 of SEBI(ListingObligations and Disclosure Requirements) Regulations 2015.

13. Nomination and Remuneration Committee and Stakeholders Relationship and ShareTransfer Committee.

The present composition of the Nomination and Remuneration Committee includes Mr.Shekar Viswanathan Chairman Prof.B.S.Sonde and Mr. M.R.Vikram as its members. TheNomination and Remuneration Committee has framed a policy for selection and appointment ofDirectors including determining qualifications of Independent Director Key ManagerialPersonnel Senior Management Personnel and their remuneration as part of its charter andother matters provided under Section 178(3) of the Companies Act 2013. A copy of thepolicy forms part of this report vide Annexure- I

The Stakeholders Relationship and Share Transfer Committee comprises of Prof. B.S.Sondeand Mr. Rabindra Srikantan as its members.

14. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies( Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. K Dushyantha Kumar Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit in Form MR3 for thefinancial year ended March 31 2016 is annexed as Annexure - IV to the Report.There are no qualifications reservations or adverse marks made by Secretarial Auditor inthe Report.

15. Auditor's Report

There are no qualifications reservations or adverse remarks made by M/s Sudhakar PaiAssociates Statutory Auditors in their report for the financial Year ended 31 st March2016. The Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company in the year under review.

16. 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 the Annual Report inform MGT 9 is annexed as Annexure- V to this Report.

17. Conservation of energy technology absorption and Foreign Exchange Outgo:

The company's operations involve low energy consumption. However the efforts toconserve and optimize the use of energy through improved operational method and othermeans will continue.

The Company has not imported any technology during the year. Foreign exchange earningsand outgo

During the financial year under review66 % of the revenue came from export of softwareservices resulting in a foreign exchange inflow of Rs.6701.24 lakhs and the foreignexchange outgo on account of overseas salaries travelling etc was Rs.1294.99 lakhs

18. Public Deposits

Your Company has not accepted any deposits from the public during the financial yearunder review.

19. Disclosures as required under Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

Your Company has in place a Prevention of Sexual Harassment ( POSH) Policy in line withthe requirements of Sexual harassment of Women at Workplace ( Prevention Prohibition andRedressal) Act 2013. Your Company has through the Policy constituted a committee and hasestablished a grievance procedure for protection against victimization. Your Company iscommitted to provide a healthy environment to all employees conducive to work without thefear of prejudice and gender bias.

20. Details of Adequacy of Internal Financial Controls

Your Company has deployed adequate Internal Control Systems in place to ensure a smoothfunctioning of its business. The processes and systems are reviewed constantly andimproved upon to meet the changing business environment. The Control Systems provide areasonable assurance of recording the transactions of its operations in all materialaspects and of providing protection against misuse or loss of Company`s assets. TheInternal auditors periodically review the internal control systems policies andprocedures for their adequacy effectiveness and continuous operation for addressing riskmanagement and mitigation strategies.

21. Particulars of Loans guarantees or investments

Your company has not granted loans or corporate guarantees in the year under review butthe balance outstanding as on 31 March 2016 in respect of those granted in the earlieryears is provided in Note 30 of Notes forming part of the st financial statements.

22. Risk Management Policy

The Risk management Policy of your company continuously evaluates the various riskssurrounding business and seeks to review and upgrade its risk management process. Tofurther the endeavour your Board constantly formulates strategies directed at mitigatingthese risks which get implemented at the Executive Management level and a regular updateis provided to the Board.

23. Corporate Social Responsibility Policy (CSR)

Your company has in pursuance to the provisions of Section 135 and Schedule VII of theCompanies Act 2013 constituted during the year a CSR Committee of the Board to (a)formulate and recommend a CSR policy (b) recommend the amount of expenditure to beincurred on the CSR activities and (c) monitor implementation of the CSR policy from timeto time. The terms of reference of the CSR committee are in accordance with Section 135 ofthe Companies Act 2013. The Committee comprises of Mr. M.R.Vikram Mr. Rabindra SrikantanProf. B.S. Sonde and Mr. Shekar Viswanathan. The Annual Report on CSR in the prescribedformat is enclosed to this Report as Annexure-VI

24. Related Party Transactions

The company has in place formulated a Policy on materiality of Related Partytransactions for dealing with such transactions in line with the requirements of theListing Regulations with the Stock Exchange. A copy of the Policy forms part of thisReport as Annexure- VII

Particulars of contracts or Arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the format specified as Form AOC2 forms part of thisReport as Annexure- VIII

25. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations with thestock exchange peer evaluation of all Board members annual performance evaluation of itsown performance as well as the evaluation of the working of the Committees of the Boardwas conducted. This evaluation was led by the Chairman of the Board and Nomination andRemuneration Committee with focus on the performance and effective functioning of theBoard. The evaluation process also considered the time spent by each of the Board memberscore competencies personal characteristics accomplishment of specific responsibilitiesand expertise.

26. Remuneration to Director and Employees

Details/Disclosures of ratio of remuneration to each Director to median employee`sremuneration as required pursuant to Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and details of remuneration paid to Employees vide Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given as Annexure-IX

27. Listing with Stock Exchange

The SEBI on Sept 2 2015 issued the SEBI nd (Listing Obligations and DisclosureRequirements ) Regulations 2015 with the aim to consolidate and streamline the provisionsof the Listing Agreement for different segments of Capital markets. And the saidregulations were effective December 1 2015. The company has accordingly entered into thenew Listing Agreement with BSE Ltd. The company is current with regard to payment ofAnnual Listing fees with BSE Ltd where the shares of the company are listed .

28 Corporate Governance Report

Your Company has taken adequate steps to adhere to all the stipulations as laid down inPursuant to Schedule V ( C ) of SEBI (Listing Obligations and Disclosure Requirements )Regulations 2015. As required a Report on Corporate Governance is provided elsewhere inthis Annual Report along with Auditor's Certificate on compliance thereof.

29. Auditors

At the AGM held on 14th August 2015 M/s. Sudhakar Pai Associates CharteredAccountants were appointed as statutory Auditors of the Company to hold office till theconclusion of the AGM to be held in the year 2017. In terms of Section 139 of theCompanies Act 2013 the appointment of as the statutory Auditors is placed for ratificationby the shareholders at the ensuing AGM.

30. Acknowledgements

Your Directors take this opportunity to express their gratitude to

Our esteemed customers employees shareholders vendors business partnersadvisors and consultants for their unstinted support.

State Bank of India Overseas Branch Bangalore and Axis Bank Bangalore and IndianBank Singapore for their support and guidance

Central & State Governments Software Technology Park (STPI) and NASSCOM fortheir continued support.

For and on behalf of the Board
Place:Bangalore M. R. Vikram Rabindra Srikantan
Date :11.05.2016 Chairman Managing Director

ANNEXURE I

Nomination and Remuneration Policy

1. Title

This Policy will be called “Nomination and Remuneration Policy”

2. Introduction

Pursuant to Section 178 of the Companies Act 2013 and revised Clause 49 of the ListingAgreement the Board of Directors of every listed Company and such other class or classesof companies as may be prescribed shall constitute the “Nomination and RemunerationCommittee”. In order to align with the provisions of the Companies Act 2013 and therevised Clause 49 of the Listing Agreement the Board of Directors have changed thenomenclature of the “Remuneration Committee” as “Nomination andRemuneration Committee”. The “Nomination and Remuneration Committee” hasformulated the “Nomination and Remuneration policy” which has also been approvedby the Board of Directors of the Company.

The “Nomination and Remuneration Committee” and this Policy shall be incompliance with Section 178 of the Companies Act 2013 read along with the applicablerules thereto and revised Clause 49 of the Listing Agreement.

3. Objective

The objective of this policy is to lay down a framework in relation to remuneration ofDirectors Key Managerial Personnel and Senior Management personnel. The Key objective ofthe committee would be:

To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation of the Board.

To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

To recommend to the Board the Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management personnel.

To retain motivate and promote talent and to ensure long term sustainability oftalented managerial personnel and create competitive advantage.

4. Applicability and Commencement

This policy is applicable to Directors Key Managerial Personnel and Senior Management.This policy will be effective from 28th March 2015.

5. Definitions

Board means the Board of Directors of the Company.

Company means ASM TECHNOLOGIES LIMITED.

Director means Directors of the Company.

Policy means “Nomination and Remuneration policy” as amended fromtime to time.

Committee means “Nomination and Remuneration Committee”.

Key Managerial Personnel means

Managing Director

Chief Financial Officer

Company Secretary

such other officer as may be prescribed

Senior Management means personnel of the company who are members of its coremanagement team excluding the Board of Directors comprising all members of the managementone level below the Executive Directors including Functional Heads.

Managing Director means a Director who is in the whole time employment of theCompany and includes a Whole time Director.

Nomination & Remuneration Committee means the Committee of the Boardconstituted as such under the provisions of section 178 of the Companies Act 2013 and asper the revised Clause 49 of the Listing Agreement.

Non-Executive Director means a Director who is not in the whole time employment ofthe Company and includes an Independent Director.

Independent Director means a Director referred to in section 149 of the CompaniesAct 2013 and as per the revised Clause 49 of the Listing Agreement.

6. Role and Duties of the Committee

The Role and Duties of the committee inter alia will be as follows:

To recommend to the Board the appointment and removal of Directors Key ManagerialPersonnel and Senior Management.

To recommend to the Board the Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management personnel.

To formulate a criteria for determining qualifications positive attributes andindependence of a

Director and to recommend to the Board the Policy relating to remuneration forDirectors Key Managerial Personnel and Senior Management.

Formulate criteria for evaluation of the Independent Directors and the Board.

To carry out evaluation of every Director's performance.

Ensure that level and composition of remuneration is reasonable and sufficient therelationship of remuneration to performance is clear and meets appropriate performancebenchmarks.

To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

Identify persons who are qualified to become Directors and who may be appointed inSenior Management in accordance with the criteria laid down in this policy.

To perform such other functions as may be necessary or appropriate for theperformance of its duties.

7. Membership / Constitution of the Committee

The Committee shall comprise of at least three (3) Directors all of whom shall beNon-Executive Directors and at least half shall be Independent. The Committee comprises ofhe following Directors: Mr. Shekar Viswanathan (Non-Executive Independent Director) Prof.B.S.Sonde (Non-Executive Independent Director) Mr. M.R.Vikram (Non-Executive IndependentDirector)

The Chairman of the Committee shall be an Independent Director.

The Chairperson of the Company (whether executive or non-executive) may be appointedas a Member of the Committee but shall not Chair the Committee.

In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as the Chairman.

The Board shall reconstitute the Committee as and when required to comply with theprovisions of the Companies Act 2013 Listing Agreement and any other applicablestatutory requirement.

8. Quorum

Minimum two (2) Directors will constitute a quorum for the Committee meeting.

9. Frequency of Meetings

The meeting of the Committee shall be held at least once in a year.

10. Appointment and Removal of Directors Key Managerial Personnal and SeniorManagement 10.1Appointment Criteria and Qualifications:

The person should possess adequate qualification expertise skills and experiencefor the position he / she is considered for appointment. The Committee has the discretionto decide whether qualification expertise and experience possessed by a person aresufficient / satisfactory for the concerned position.

Before appointment the Company shall identify and ascertain the integrityqualification expertise and experience of the person for appointment as Director KeyManagerial Personnel and Senior Management Personnel.

The Committee shall approve the remuneration as well as the appointment made by theHR Department/ Company of the Senior Management personnel and put forward it the Board.The same shall be done after considering the integrity qualification expertise andexperience of the person appointed.

The Committee may call and seek the help of the head of HR Department or any otherCompany Official including the recommender or a Key Managerial Personnel while approvingthe appointment.

10.2 Term / Tenure a) Managing Director/Whole-time Director/ExecutiveDirector/Manager:

The Company shall appoint or re-appoint any person as its Managing DirectorExecutive Chairman or Executive Director or Whole Time Director for a term not exceedingthree years at a time or as applicable by the respective provisions of he Companies Act2013. No re-appointment shall be made earlier than one year before the expiry of term.

The Company shall not appoint or continue the employment of any person as ManagingDirector/ Executive Chairman/ Whole-time Director/Manager who has attained the age ofseventy years. Provided that the term of the person holding this position may be extendedbeyond the age of seventy years with the approval of the shareholders by passing a specialresolution based on the explanatory statement annexed to the notice for such motionindicating the justification for extension of appointment beyond seventy years. b)Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.

At the time of appointment of an independent Director it should be ensured that thenumber of Boards on which such Independent Director serves is restricted to seven Listedcompanies as an Independent Director and three Listed companies as an Independent Directorin case such person is serving as a whole-time Director in any Listed company. c) KeyManagerial Personnel and Senior Management:

A whole-time KMP of the Company cannot hold the office in any other company exceptin its subsidiary at the same time. However a Managing Director of the Company can holdoffice in one another company provided such appointment is approved by a resolution passedat a meeting of the Board of Directors with the consent of all the Directors present atthe meeting and of which meeting and of all the resolutions to be moved thereat specificnotice has been given to all the Directors there in India.

The tenure and terms of appointment of Key Managerial Personnel and SeniorManagement will be as per the prevailing HR policy of the Company or as per the applicableprovisions of the Companies Act 2013.

10.3Evaluation

The Committee shall carry out evaluation of performance of every Director at regularinterval (yearly).

10.4Removal

Due to reasons for any disqualification/misconduct/fraud mentioned in the Act orunder any other applicable Act rules and regulations there under the Committee mayrecommend to the Board with reasons recorded in writing removal of a Director KeyManagerial Personnel or Senior Management Personnel subject to the provisions andcompliance of the said Act rules and regulations.

10.5Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and in accordance with the applicable policy of theCompany .

11. Remuneration of Directors key Managerial Personnel and Senior Management

a) Remuneration to Managing Director/Whole-time Director/Executive Director/Manager:

The Remuneration/ Compensation/ Commission etc. to be paid to Managing Directorshall be governed as per provisions of the Companies Act 2013 and rules made there underor any other enactment for the time being in force.

b) Remuneration to Non- Executive / Independent Director:

The Non-Executive Independent Director may receive remuneration / compensation/commission as per the provisions of Companies Act 2013. The amount of sitting fees shallbe subject to ceiling/ limits as provided under Companies Act 2013 and rules made thereunder or any other enactment for the time being in force.

c) Remuneration to Key Managerial Personnel and Senior Management:

The Remuneration/Compensation /Commission payable to the Key Managerial Personneland Senior Management shall be as per the prevailing HR policy of the Company or as perthe provisions of the Companies Act 2013 and rules made there under or any otherenactment for the time being in force.

d) For continual long term engagement and to enhance their standard of living of KMPand Senior Management Personnel where the Committee extends benefits/welfare facilitiessuch as group mediclaim insurance policy or indemnify them against liability premium paidon such insurance shall not be treated as part of the remuneration payable of suchpersonnel.

12. Review and Amendments

The Committee or the Board may review the policy as and when it deems necessary.

The Board of Directors or the Committee or the Company Secretary shall have thepower to amend any of the provisions of this Policy substitute any of the provisions withnew provisions or replace this Policy entirely with a new Policy.

ANNEXURE II

Statement containing salient features of the financial statement ofsubsidiaries/associate companies / joint ventures

(Pursuant to first provisio to sub-section(3) of Section 129 read with rule 5 ofCompanies ( Accounts) Rules 2014- Form AOC-1)

Part “A” : Subsidiaries

Sl. No. Particulars Advanced Synergic Pte Ltd Singapore (WOS) Pinnacle Talent Inc USA (WOS) ESR Associates Inc USA (Step down subsidiary)
1. Reporting period for the subsidiary concerned if different from the holding company1s reporting period 1st April 2015-31st March 2016 1st April 2015-31st March 2016 1st April 2015-31st March 2016
2. Reporting Currency SGD USD USD
3. Exchange rate as on the last date of the relevant financial year in case of foreign subsidiaries Rs. 48.89 Rs. 66.33 Rs. 66.33
4. Share Capital Rs. 48890000 Rs. 10612800 Rs. 6633000
5. Reserves & Surplus Rs. 20066509 Rs. (57240038) Rs. (44702751)
6. Total Assets Rs. 246228912 Rs. 97373670 Rs. 16209843
7. Total Liabilities Rs. 177272402 Rs. 144000908 Rs. 54279594
8. Investments Rs. 7091495 0 0
9. Turnover Rs 156151775 Rs. 21118610 Rs. 60295588
10. Profit/(Loss) before taxation Rs (81354133) Rs. (43416849) Rs. 1692694
11. Provision for taxation Rs. 7803431 - -
12. Profit/( Loss) after taxation Rs (94235524) Rs. (43416849) Rs. 1692694
13. % of shareholding 100 100 100

Notes:

1. ESR Associates Inc is a wholly owned subsidiary of Advanced Synergic Pte Ltd theWOS of the company.

2. Abacus Business Solutions In wholly owned subsidiary of dvanced Synergic Pte Ltdhas been acquired w.e.f 29 February th 2016.

3. Proposed dividend from any subsidiary is “NIL”

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures.

There are no associate companies and joint ventures during the current financial year.

ANNEXURE - III

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

1. PREFACE

The Board of Directors (the “Board”) of ASM Technologies Limited (the“Company”) has adopted the following policy and procedures with regard todetermination of Material Subsidiaries. This Policy is in terms of Clause 49 of theListing Agreement with the Stock Exchanges.

2. POLICY OBJECTIVE

To determine the Material Subsidiaries of ASM Technologies Lmited and to provide thegovernance framework for such subsidiaries.

3. EFFECIVE DATE

The said policy shall come into force w.e.f 1st October 2014.

4. DEFINITIONS

“Audit Committee or Committee” means “Audit Committee”constituted by the Board of Directors of the Company from time to time under provisionsof Listing Agreement with the Stock Exchanges and the Companies Act 2013. “Boardof Director” or “Board” means the Board of Directors of ASMTechnologies Limited as constituted from time to time. “Company” means acompany incorporated under the Companies Act 2013 or under any previous company law. “IndependentDirector” means a director of the Company not being a whole time director andwho is neither a promoter nor belongs to the promoter group of the Company and whosatisfies other criteria for independence under the Companies Act 2013 and the ListingAgreement with the Stock Exchanges. “Subsidiary” shall be as definedunder the Companies Act 2013 and the Rules made thereunder. “Material Non ListedIndian Subsidiary” shall mean an unlisted subsidiary incorporated in Indiawhose income or net worth (i.e. paid up capital and free reserves) exceeds 20% of theconsolidated income or net worth respectively of the listed holding company and itssubsidiaries in the immediately preceding accounting year.

5. POLICY

A subsidiary shall be a Material Subsidiary if any one of the following conditions aresatisfied: a. If the investment of the Company in the subsidiary exceeds twenty per centof its consolidated net worth as per the audited balance sheet of the previous financialyear; or b. If the subsidiary has generated twenty per cent of the consolidated income ofthe Company during the previous financial year.

Based on audited consolidated and standalone annual accounts of Company and itssubsidiaries in each financial year the Company would identify the subsidiaries whichwould get covered under the definition of material subsidiary as provided above andmaterial non listed Indian subsidiary.

6. PROCESS

If any subsidiary is found to be 'material' the Company should comply the followings:

1) The Company will not dispose of shares in its material subsidiary which would reduceits shareholding (either on its own or together with subsidiaries) to less than 50% orcease the exercise of control over the subsidiary without passing a special resolution inits General Meeting except in cases where such divestment is made under a scheme ofarrangement duly approved by a Court/Tribunal.

2) The Company will not sell dispose off and lease any assets amounting to more thantwenty percent of the assets of the material subsidiary on an aggregate basis during afinancial year without prior approval of shareholders by way of special resolution.However the said approval is not required if the sale/disposal/lease is made under ascheme of arrangement duly approval by a Court/Tribunal.

3) At least one Independent Director of the Board of the Company shall be a director onthe Board of the Material Non Listed Indian Subsidiary Company.

4) The Audit committee of the Company shall review the financial statements of itsNon-Listed Subsidiaries in particular the investments made by such subsidiaries.

5) The minutes of the Board meetings of the Non-Listed subsidiary shall be placedbefore the Board of the company at regular intervals.

6) The Board shall also review all significant transactions and arrangements enteredinto by Non-Listed subsidiaries.

7. DISCLOSURES

The company shall disclose this policy on the company`s website and the same shall alsobe provided in the Annual Report of the company.

8. AMENDMENT

The Board may amend or modify this Policy in whole or in part from time to time

ANNEXURE - IV

Secretarial Audit Report

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

ASM TECHNOLOGIES LIMITED

80/2 Lusanne Court Richmond Road Bangalore 560025

In connection with issue of a SECRETARIAL AUDIT REPORT pursuant to Sec.204 (1) of theCompanies Act 2013 and Rule No.9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of ASM Technologies Limited (Company) wewish to state as under:

1) ASM Technologies Limited is incorporated under the Companies Act 1956 videCINL85110KA1992PLC013421 dated 10.08.1992 issued by the Registrar of Companies BangaloreKarnataka.

2) We have verified the records maintained by the Company under the provisions of theCompanies Act 2013 (Act) from 01.04.2015 to 31.03.2016 and report that the Company hascomplied with the various provisions of the said Act.

3) The Authorised Share Capital of the Company is 70000000 (Seven Crores) dividedinto 7000000 (Seventy Lakhs ) Equity Shares of 10/- (Ten) each.

4) The Issued subscribed and Paid up Capital of the Company is 50000000 (FiveCrores) divided into 5000000 (Fifty Lakhs) Equity Shares of 10/- (Ten) each.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by the Company. Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company and its officers during the conduct of secretarial audit wehereby report that in our opinion the Company has during the audit period covering thefinancial year ended 31March 2016 complied st with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanismsin place to the extent in the manner and subject to the reporting made hereinafter.

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31 st March 2016according to the provisions of:

a. The Companies Act 2013 (the Act) and the Rules made thereunder;

b. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and Rules madethereunder;

c. The Depositories Act 1996 and the Regulations and bye-laws framed thereunder;

d. Secretarial Standards issued by the Institute of Company Secretaries of India underSection 118(10) of the Companies Act 2013 and

e. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunder.

f. The Securities and Exchange Board of India (SEBI)

We have also examined forms and returns filed and other records maintained by theCompany for the financial year ended on 31st March 2016 according to the rules andprovisions of:

a. Software Technology Park of India (STPI) and the Rules made thereunder
b. Information Technology Act 2000 and Rules made thereunder
c. Employees Provident Fund Scheme 1952
d. Income Tax Act 1961
e. Service Tax Rules 1994
f. Payment of Bonus Act 1965
g. Payment of Gratuity Act 1972
h. Payment of Wages Act 1936
i. The Minimum Wages Act 1948
j. The Contract Labour (Regulation & Abolition) Act 1970

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notices were given to all the directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.

All Board decisions have been passed without any dissent.

The Company has duly complied with the provisions of the Companies Act 2013. TheCompany has held board meetings during the year under report as under :

Sl. No. Dates No of Meetings in a year
1. 26 th May 2015
2. 14 th August 2015
3. 15 th October 2015 Six
4. 29 th October 2015
5. 15 th February 2016
6. 15 th March 2016

The Company has held Committee meetings as per the provisions of the Companies Act andrules made thereunder.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

This Report is issued based on the information that were made available at the time ofverification of the records and clarifications furnished for queries raised by us andinspection of the documents files book registers and other relevant papers madeavailable for verification.

K Dushyantha & Associates

Company Secretaries in Practice

K. Dushyantha Kumar

C.P.No.: 6003

FCS No.:6662

Date : 11.05.2016

Place : Bangalore

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