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Directors Report of ABM Knowledgeware Ltd.

Mar 31, 2015

Dear Members,

The Company's Directors are pleased to present the 22ndAnnual Report of the Company, along with the Audited Accounts, for the financial year ended 31st March, 2015.

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE) :

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

(Amount in Rs. ) Year ended Year ended 31.03.2015 31.03.2014

Gross Income 92,51,01,791 82,40,50,188

Profit Before Interest and Depreciation 28,30,05,329 22,60,88,249

Finance Charges 18,51,377 14,34,128

Gross Profit 28,11,53,952 22,46,54,121

Provision for Depreciation 1,72,44,922 69,03,733

Net Profit Before Tax 26,39,09,030 21,77,50,388

Provision for Tax 8,87,95,505 7,29,12,959

Net Profit After Tax 17,51,13,525 14,48,37,429

Balance of Profit brought forward 57,97,76,398 46,93,40,543

Balance available for appropriation 75,48,89,923 61,41,77,972

Proposed Dividend on Equity Shares 2,00,02,200 2,00,02,200

Tax on proposed Dividend 40,95,390 33,99,374

Transfer to General Reserve - 11,00,000

Surplus carried to Balance Sheet 73,07,92,333 57,97,76,398

2. OPERATIONS OFTHE COMPANY:

The Company now operates from offices in New Delhi, Patna, Mumbai, Bhopal and Chennai. The customers that your company currently supports are nearing 400. Your Company has been able to retain all its important customers due to the satisfactory services offered to these customers and has won contracts to continue the post-implementation support.

3. DIVIDEND:

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 20% ( i.e. Rs. 2/- per equity share) for the Financial Year ended 31st March, 2015. The dividend, if approved, at forthcoming Annual General Meeting will result in the outflow of Rs. 2,00,02,200/- to the Company in addition to Rs. 40,95,390/- by way of dividend distribution tax.

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

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on 18th September, 2014 (date of last Annual General Meeting) on the website of the Ministry of Corporate Affairs.

During the year under review, the Company has credited Rs. 97,939/- to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of Companies Act, 2013.

5. SHARE CAPITAL:

The paid up equity share capital as on 31st March, 2015 was Rs. 10,00,11,000/-. No Bonus shares were issued during the year under review. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The Company has not bought back any of its equity shares during the year under review.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. M. N. Ahmed, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. Also Mr. Paresh M. Golatkar has been appointed as Chief Financial Officer of the Company with effect from 17th July, 2014.

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Mr. Sanjay Mehta as an Independent Director for 5 (five) consecutive years commencing 22nd August, 2015 up to 21st August 2020.

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.abmindia.com.

In view of the performance of the Company on all the fronts as well as continued efforts and efficient leadership by Mr. Prakash B. Rane, Managing Director of the Company, the Nomination and Remuneration Committee in its Meeting held on10th March, 2015 recommended to the Board for his re-appointment for a period of five years upto 31st March, 2020 and remuneration for a period of three years upto 31st March, 2018, pursuant to the provisions of Section 196, 197 and 203 and all other applicable provisions of the Companies Act, 2013 including Schedule V to the Act.

The Board reviewed the recommendation and came to a conclusion that the recommendation of the Nomination & Remuneration Committee should be adopted and be placed before the Shareholders at the 22nd Annual General Meeting. Therefor the Board hereby recommends the passing of Special Resolution for re-appointment and remuneration of Mr. Prakash B. Rane as Managing Director and Key Managerial Personnel of the Company.

A brief profile of the Directors has been given in the Report on the Corporate Governance as well as in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

Appointment and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.

7. MEETINGS:

During the year nine Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Report on Corporate Governance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

8. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

10. AUDITORS:

M/s. Borkar & Muzumdar, Chartered Accountants were appointed as Statutory Auditors of the Company from the last Annual General Meeting held on 18th September, 2014 until the conclusion of 26th Annual General Meeting. As per the provisions of Section 139 of Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

11. AUDITORS' REPORT:

The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

12. SECRETARIAL AUDIT REPORT:

In the terms of Section 204 of the Companies Act and Rules made thereunder, Mr. Upendra Shukla, Practicing Company Secretary has been appointed as Secretarial Auditors of the Company for the financial year 2014-2015. The Secretarial Audit inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999.

The Secretarial Audit Report is annexed of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

13. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has appointed M/s. S.V. Tawade & Associates, Chartered Accountants as Internal Auditor of the Company for the financial year 2014-2015.

The Company has in place adequate internal financial controls with reference to financial statements. The internal audit department monitors and evaluates the efficacy, adequacy of internal control system in the Company and its compliance with operating systems, accounting procedures and policies at all locations of the Company. Adequate records and documents are maintained as required by laws. Based on the report of internal audit function, corrective actions are being taken in their respective areas and thereby strengthen the controls. The Company's Audit Committee reviews the internal control system. All efforts are being made to make the internal control systems more effective and independent.

14. CORPORATE GOVERNANCE:

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report on Corporate Governance is being published as a part of the Annual Report of the Company. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

18. CODE OF CONDUCT:

The Company has adopted the code of conduct and ethics for all Board Members and Senior Management and this is strictly adhered to. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and Senior Management employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The code has been circulated to all the Members of the Board and Senior Management and the same has been put on the Company's website www.abmindia.com. All the Board Members and Senior Management have affirmed their compliance with the code and a declaration signed by the Managing Director is annexed to this report.

19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of the following members:

a. Mr. Sharadchandra Abhyankar, Chairman

b. Dr. Ajit C. Kulkarni, Member

c. Mr. M. N. Ahmed, Member

The above composition of the Audit Committee consists of independent Directors viz., Mr. Sharadchandra Abhyankar and Dr. Ajit C. Kulkarni who form the majority.

In pursuant to the provisions of section 177 of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Company has adopted the Whistle Blower Policy and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.abmindia.com.

20. PREVENTION OF INSIDERTRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

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

21. RELATED PARTY TRANSACTIONS:

As per the requirements of the Companies Act, 2013 and Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.abmindia.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length.

All Related Party Transactions entered during the year were in Ordinary Course of the Business 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 last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

22. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is appended as an Annexure to this Annual Report.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company is a socially responsible corporate citizen committed to deliver a positive impact across social, economic and environmental parameters. The Company acknowledges its responsibility in the manner that its activities influence its consumers, employees and stake holders, as well as the environment. The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed as Annexure to this Report.

This was the first year for the Company to continue its CSR activities in a structured manner. The Board established a CSR Committee. Based on the recommendations of the CSR Committee, the Board of Directors approved the CSR Policy. The CSR Committee is evaluating various projects and schemes in which the Company can spend the CSR Funds. The Company is evolving mechanism to assess projects to conduct its CSR activities to ensure maximum benefit to society. Company could not spend the entire stipulated CSR funds before finalising this report. Company believes that mere compliance is not the goal of CSR activities and the objective behind CSR Rule needs to be given due importance. Company will expedite its CSR activities this year to achieve its targeted goals.

The areas in which Company has committed and spent CSR funds so far are Healthcare, Animal Protection, Eradicating poverty, Promotion of education and Women and Child welfare.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

25. PREVENTION OF SEXUAL HARASSMENT ATWORKPLACE:

Your Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013" and Rules made thereunder, your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Internal Complaints Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

26. PARTICULARS OF EMPLOYEES:

The details of employee remuneration as required under provisions of Section 197 of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2015 is as follows:

Name of the Employee Mr. Prakash B. Rane

Age 49 years

Designation Managing Director

Gross Remuneration *' 140.60 Lacs

Qualification B.Tech., M.M.S.

Date of Commencement of the 27th April, 2000 employment

Number of years Experience 25 years

Previous Employment Advent Business Machines Pvt. Ltd

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure to this Report.

27. CONSERVATION OF ENERGY:

Your Company consumes energy mainly for the operation of its software development, thus the consumption of electricity is negligible. In order to conserve the electricity, the Air Conditioners are kept at a moderate temperature and all the electrical equipments are turned off, whenever they are not required by the Office Staff.

28. TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION AND RESEARCH AND DEVELOPMENT:

Your Company has continued its focus on 'productisation of services' by innovative business models. Company is putting in efforts to adopt the SMAC technologies to address the demand for "Digital Business". The flagship products of the company are being upgraded to the latest technology for reducing the total cost of ownership for customers and becoming more competitive in market.

29. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

30. LISTING FEES:

Your Company's shares are listed in The Bombay Stock Exchange Limited, Mumbai and the Annual Listing fees for the year under review have been paid.

31. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

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

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

32. ACKNOWLEDGMENT:

The Board of Directors of your Company place on record their deep appreciation of the continued assistance and co- operation extended to the Company by its shareholders, customers, investors, bankers, financial institutions, RBI, SEBI, NSE, Regulatory Authorities, Central and State Government agencies, suppliers etc. for their co-operation and support. The Directors also express their deep sense of appreciation to all the dedicated employees for their dedication, especially their continued faith and commitment in the management team.

For and on behalf of the Board

Date : 26th May, 2015 Prakash B. Rane Sharadchandra Abhyankar Place: Mumbai Managing Director Director (DIN:00152393) (DIN:00108866)


Mar 31, 2014

ABM Knowledgeware Limited

The Company''s Directors are pleased to present the 21stAnnual Report of the Company, along with the Audited Accounts, for the Financial Year ended 31st March, 2014.

1. FINANCIAL RESULTS :

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

(Amount in Rs. )

Year ended Year ended 31.03.2014 31.03.2013

Gross Income 824,050,188 754,395,241

Less: Service Tax 69,340,134 64,939,189

Gross Income (net of Service Tax) 754,710,054 689,456,052

Less: Total expenditure 530,055,933 500,467,030

Gross Profit before Depreciation & Taxation 224,654,121 188,989,022

Less: Depreciation 6,903,733 3,482,387

Net Profit before Tax 217,750,388 185,506,635

Less: Provision for Taxation 72,912,959 59,883,715

Net Profit After Tax 144,837,429 125,622,920

2. OPERATIONS OF THE COMPANY :

The Company now operates from offices in Delhi, Patna, Mumbai and Chennai. The customers that your Company currently supports are nearing 400. Your Company has been able to retain all its important customers due to the satisfactory services offered to these customers and has won contracts to continue the post-implementation support.

3. DIVIDEND :

Your Directors are pleased to recommend a dividend of 20% (i.e. Rs. 2/- per Equity share) for the Financial Year ended 31st March, 2014. The dividend, if approved, at ensuing Annual General Meeting will absorb Rs. 2,34,01,574 /- including Corporate Dividend Tax of Rs. 33,99,374/-

4. LISTING FEES :

Your Company''s shares are listed in The Bombay Stock Exchange Limited, Mumbai and the Annual Listing fees for the year under review have been paid.

5. CORPORATE GOVERNANCE :

The Company has in practice a comprehensive system of Corporate Governance. A separate Report on Corporate Governance is provided at page No.11 of this Annual Report, together with Certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Bombay Stock Exchange Limited.

6. PUBLIC DEPOSITS :

The Company has not accepted any public deposits during the year and as such, no amount on account of principal or interest was outstanding as on date of Balance Sheet.

7. DIRECTORS :

The Companies Act, 2013 is a positive step towards strengthening corporate governance regime in the Country. Your Company is already in substantial compliance of most of governance requirements provided under the new law.

The Board of Directors have evaluated the criteria defined for Independent Directors, as per provisions of the Companies Act, 2013, and accordingly, Mr. M. N. Ahmed is ceased to be Independent Director of the Company but now he is only Non-Executive Director of the Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Dr. Ajit C. Kulkarni and Mr. Sharadchandra D. Abhyankar as Independent Directors for 5 (five) consecutive years for a term upto the conclusion of the 26th Annual General Meeting of the Company in the calendar year 2019.

The Company has received requisite notices in writing from member proposing Dr. Ajit C. Kulkarni and Mr. Sharadchandra D. Abhyankar for appointment as Independent Directors.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both, under subsection 6 of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with the stock exchange.

Mrs. Supriya P. Rane, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

A brief profile of the Directors has been given in the Report on the Corporate Governance as well as in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

8. AUDITORS :

M/s. S.P. Sule &Associates, Chartered Accountants, Statutory Auditors of your Company shall retire at the forthcoming Annual General Meeting. They have conveyed their intention of not seeking further appointment. The Company has received a notice from one of its member signifying intention of proposing the appointment of M/s. Borkar & Muzumdar, Chartered Accountants, as the Statutory Auditors of the Company. The Audit Committee also recommends the appointment of M/s. Borkar & Muzumdar as the Statutory Auditors of the Company. M/s. Borkar & Muzumdar, Chartered Accountants, have confirmed their willingness and eligibility under the provisions of the Companies Act, 2013 to act as Statutory Auditor of the Company, which is subject to shareholders'' approval.

A Resolution proposing appointment of M/s Borkar & Muzumdar as the Statutory Auditors of the Company, pursuant to Section 139 of the Companies Act, 2013, forms the part of Notice.

The Board of Directors wishes to place on record their appreciation for the excellent services rendered by M/s. S. P. Sule & Associates as the Statutory Auditors of the Company. M/s. S. P. Sule & Associates, during their association with the Company, have maintained highest level of professional standards and transparency, throughout.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

A. Industry Structure and Development :

Business environment in last 2-3 years in this industry has been challenging. Several new initiatives as well as ongoing projects have been affected due to the anxiety in decision makers as a result of excessive public scrutiny of even bonafide decisions. This has affected sentiments of several e-Governance companies. The PPP projects have not met with unqualified success. The procurement processes have come under pressure due to complexity associated with knowledge based offerings.

The new Government has laid substantial emphasis on Digital Nation and thereby opening of doors for renewed hopes. Various focus areas have been outlined by the new Government which, if indeed move from drawing table to execution stage, can help the e-Governance industry in a big way. Initiatives like "Smart City" can directly benefit your Company as we have a leadership position on space of e-Municipality in the country.

B. Existing Opportunities and Outlook :

It has been noticed that some IT companies which entered into this space without requisite commitment and competence could not sustain in the industry for long. That has helped to some extent as customers have started realizing the value of competent IT companies like ABM. The trend of unrealistically aggressive cost bidding may also slowly be arrested as the real efforts and costs associated with executing successful e-Governance projects are becoming evident to Buyers as well as Bidders. Your company is carefully analyzing the changing landscape of the industry and re-strategizing to ensure maximum returns on the investment made so far in this space.

C. Business Threats :

The reality today is that several projects and their execution are facing challenges. Some projects have failed or been shelved because of flaws at different stages, their conceptualization, scope definition, vendor selection and poor execution due to shortcomings both on the Government and the implementing vendor''s side. Issues related to Public Procurement of IT projects (e-Governance projects) are a cause for concern for both buyers (i.e. Government Departments) and potential bidders.

The following elaboration of issues, related to procurement of IT services, as identified by NASSCOM remain almost unchanged:

- Project execution, project conceptualization and scope of work need much more clarity and practical approach

- Ambiguous and one sided Contracts, T&C.

- Absence of a Project Champion.

- Delays in deliverables from the Government.

- Delays in timely sign offs to vendors by departments.

- Project bids incorporating many non-IT items that increased project cost.

- Absence of counter guarantees in SLAs, to deal with defaults by the Government and Government agencies.

- Government expectation is that industry changes its focus from product orientation to citizen service delivery in e-Governance projects.

- The feeling among policymakers is that industry is still oriented towards the supply of IT goods and services and the service orientation which is at the core of all e-Governance services, is lacking.

D. Business Strategies and Planning :

Your company has been focusing on the strategy of building long term relationships with customers by giving reliable and effective services to them. Another strategy is to try and win projects in areas which have potential to replicate the same across other states in India. This will continue as a prime strategy.

Company''s office in Delhi has been able to cover important states in north India and has acquired customers in important states in the region for geographical expansion of e-Municipality offerings. Company has acquired a Product (Government Resource Planning-GRP) which can help in widening the base of govt. customers beyond e-Municipality.

Company has entered into newer domains like Tourism and Financial sectors in the e-Governance domain and hopes to build further on these breakthroughs in coming years.

E. Human Resource Management :

Your Company recognizes male and female paradigm, who can devise a simple, respectful and conducive corporate work environment for their respective teams, which inspires others to emulate them. ABM is an equal opportunity employer and strives to attract the best available talent to provide a competitive edge to the organization, thereby ensuring diversity in its workforce. Your Company has effectively responded to business challenges through manpower engagement strategies involving cross functional teams, aimed at expanding the market and customer reach, has been a significant milestone in this direction.

In order to develop its human resources for harnessing their potential to the fullest and for according ample opportunity for realizing individual as well as organizational goals, your Company has been making sustained efforts through various training and development activities with focus on preservation of skills, in specialized/advanced skills and technology through association with premier institutes.

Our Employees instilled by our cordial and healthy work culture and possessing diverse talents and backgrounds, are the key to the Company''s continued success. As we go forward, we will continue to strengthen our culture of respecting and understanding diversity. The deep trust and commitment of our workforce drives our continuous efforts to lead change and innovation.

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

(Amount in Rs. ) Year ended Year ended 31.03.2014 31.03.2013

Gross Income 824,050,188 754,395,241

Less: Service Tax 69,340,134 64,939,189

Gross Income (net of Service Tax) 754,710,054 689,456,052

Less: Total expenditure 530,055,933 500,467,030

Gross Profit before Depreciation & Taxation 224,654,121 188,989,022

The revenues of the Company have increased, compared to last year. Gross revenue has increased by around 9% whereas the profitability has gone up by around 15%. This is a result of better utilization of the resources in particular and sustained efficiency of operations in general.

10. INFORMATION UNDER SECTION 217(1)(e) :

The information required to be furnished Under Section 217 (1) (e) of the Companies Act, 1956 and the Rules made thereunder, is provided in Annexure-A, forming part of the Report.

11. PARTICULARS OF EMPLOYEES :

The information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming a part of Directors'' Report for the year ended 31st March, 2014 is as follows:

Name of the Employee Mr. Prakash B. Rane

Age 48 years

Designation Managing Director

Gross Remuneration * Rs.116.49 Lacs

Qualification B.Tech., M.M.S.

Date of Commencement of the employment 27th April, 2000

Number of years Experience 21 years

Previous Employment Advent Business Machines Pvt. Ltd.

*Note: Gross Remuneration includes salary (excluding Employer''s share of PF Contribution) and commission for the year ended on 31st March, 2014.

12. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, all applicable accounting standards have been followed and that no material departures have been made from the same;

b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and of the Profit or Loss of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the

provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) we have prepared the Annual Accounts on a going concern basis.

13. ACKNOWLEDGEMENT :

The Board of Directors of your Company take this opportunity to thank the customers, shareholders, suppliers, bankers, business partner associates, financial institutions, RBI, SEBI, BSE, all Regulatory Authorities, Central and State Governments for their consistent co-operation, support and valuable guidance to the Company.

Your Directors wishes to place on record their deep sense of appreciation of the good work done by all employees of the Company, as a result of which your Company continues to be frontrunner in the IT Services industry in India.

For and on behalf of the Board

Date: 7th July, 2014 Prakash B Rane

Place: Mumbai Managing Director


Mar 31, 2013

To the Members of ABM Knowledgeware Limited

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS :

(Amount in Rs.) Year ended Year ended 31.03.2013 31.03.2012

Gross Income 754,395,241 1,030,029,121

Less: Service Tax 64,939,189 90,314,082

Gross Income (net of Service Tax) 689,456,052 939,715,039

Less: Total expenditure 500,467,030 709,922,799

Gross Profit before Depreciation & Taxation 188,989,022 229,792,240

Less: Depreciation 3482,387 2,998,297

Net Profit before Tax 185,506,635 226,793,943

Less: Provision for Taxation 59,883,715 74,749,905

Net Profit After Tax 125,622,920 152,044,038

2. OPERATIONS OF THE COMPANY :

The revenues of the Company have dropped compared to last year. Last year''s gross revenues of Rs. 103 Crores included execution of a single order of approximately Rs. 32 Crores. That is one of the reasons for the drop in revenues. However the drop in profitability is lesser compared to the proportion of drop in the revenues due to efficient operations, coupled with effective and cost control measures.

3. DIVIDEND :

Keeping in view the performance of theCompany and other relevant considerations, your Directors recommend payment of dividend @15% on the paid up capital of the Company absorbing an amount of Rs. 1,74,35,293/- including dividend tax of Rs. 24,33,643/- for the year ended 31st March, 2013. The dividend, if approved by the shareholders, will be paid to those members, whose names appear on the Register of Members as on the book closure date.

4. LISTING FEES :

Your Company''s shares are listed in The Bombay Stock Exchange Limited, Mumbai and the Annual Listing fees for the year under review have been paid.

5. CORPORATE GOVERNANCE :

The Company has in practice a comprehensive system of Corporate Governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of Company''s Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

6. PUBLIC DEPOSITS :

Your Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

7. DIRECTORS :

Dr. Ajit C Kulkarni and Mr. Sharadchandra D. Abhyankar, Directors of the Company, are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A brief profile of the Directors retiring by rotation and seeking re-election, to be provided as per Clause 49 of the Listing Agreement, is given in the Corporate Governance Report.

8. AUDITORS :

M/s. S. P. Sule & Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment as Statutory Auditors. The Audit Committee of the Board has recommended their re-appointment as Auditors for the year 2013-14. M/s. S. P. Sule & Associates have confirmed their eligibility and willingness to continue to act as Auditors of the Company.

9. INFORMATION UNDER SECTION 217(1)(e) :

The information required to be furnished Under Section 217 (1) (e) of the Companies Act, 1956, and the Rules made thereunder, is provided in Annexure-A, forming part of the Report.

10. PARTICULARS OF EMPLOYEES :

The information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming a part of Directors'' Report for the year ended 31st March, 2013 is as follows:

*Note: Gross Remuneration includes salary (excluding Employer''s share of PF Contribution) and commission for the year ended on 31st March, 2013.

11. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards in accordance with provisions of the Companies Act, 1956 have been followed and that no material departures have been made from the same ;

b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and of the Profit or Loss of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) we have prepared the Annual Accounts on a going concern basis.

12. ACKNOWLEDGEMENT :

Your Directors take this opportunity to thank all the stakeholders including Shareholders, Financial Institutions, Banks, Customers, Regulatory and Government Authorities for their continued support and cooperation extended to the Company.

Your Directors wish to place on record their appreciation for the invaluable contribution made and excellent co- operation extended by the employees at all levels, who through their competence and hard work, have enabled your Company achieve good performance year after year and look forward to their support in the future as well.

For and on behalf of the Board

Date: 27th May, 2013 Prakash B Rane

Place: Mumbai Managing Director


Mar 31, 2012

The Directors are pleased to present their 19th Annual Report together with the Audited Accounts of the Company highlighting the business operations and financial results of your Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS :

(Amount in Rs)

Year ended Year ended 31.03.2012 31.03.2011

Gross Income 1,030,029,121 589,496,479

Less: Service Tax 90,314,082 53,241,297

Gross Income (net of Service Tax) 939,715,039 536,255,182

Less: Total expenditure 709,922,799 375,578,296

Gross Profit before Depreciation & Taxation 229,792,240 160,676,886

Less: Depreciation 2,998,297 2,496,722

Net Profit before Tax 226,793,943 158,180,164

Less: Provision for Taxation 74,749,905 52,508,309

Net Profit After Tax 152,044,038 105,672,125

2. OPERATIONS OF THE COMPANY :

The operations of the Company, compared to last year, have shown significantly higher revenues and profitability. The increased profitability is due to more efficient operations coupled with effective and cost control measures as well as some large onetime orders executed during the year.

3. DIVIDEND :

Your Directors have recommended a final devidend at the rate 15% per equity share for the financial year ended 31st March, 2012. The dividend will be payable to all the shareholders, whose names appear in the Register of Members as on 19th July, 2012. If the dividend recommended is approved at the 19th Annual General Meeting, a sum ofRs11,74,35,293 (including dividend tax and surcharge) will become payable.

4. LISTING FEES :

All the compliances including payment of annual listing fees for the year under review have been paid to the Bombay Stock Exchange Limited, where your Company's shares are listed, within the stipulated time.

5. CORPORATE GOVERNANCE :

The Management of ABM has positioned Corporate Governance as s one of their top-priority management issues in recognition of the responsibilities they bear toward their stakeholders. Our Company's philosophy on Corporate Governance envisages attainment of highest level of transparency, accountability and fairness in respect of its operations and achievement of highest internal standards in Corporate Governance. The Company believes that all actions and operations must sub serve its best business interest and enhance overall shareholders' value. We are also committed to achieving a sustainable society by meeting societal needs and expectations.

In pursuance to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report is given elsewhere and forms part of this Report.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited is annexed to this report along with Management Discussion and Analysis Report.

6. PUBLIC DEPOSITS :

During the year under review, the Company has not accepted any fixed deposits from the public, and as on March 31, 2012 the Company had no unclaimed deposits or interest thereon due to any depositor.

7. DIRECTORS :

As per Article of Association of the Company, Mr. M. N. Ahmed retires by rotation and being eligible offer himself for re-appointment at this Annual General Meeting. The Board of Directors has recommended his re-appointment for consideration of the Shareholders. The brief resume of Mr. M. N. Ahmed is given in the Corporate Governance Report.

8. AUDITORS :

M/s. S. P. Sule & Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as Statutory Auditors for the financial year 2012-13. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956.

9. REVISION OF THE REMUNERATION OF MANAGING DIRECTOR :

In the view of the performance of the Company on all the fronts as well as continued efforts and efficient leadership by Mr. Prakash B. Rane, the Remuneration Committee recommended to the Board for the revision of his remuneration and suggested that he should be paid the remuneration as per the limits contained in Sections 198, 309, 310 and all other applicable provisions of the Companies Act, 1956 including Schedule XIII to the Act.

The Board reviewed the recommendation and came to conclusion that the recommendation of the Remuneration Committee should be adopted and be placed before the Shareholders at the 19th Annual General Meeting. Therefore the Board hereby recommends the passing of Special Resolution to pay remuneration to Mr. Prakash B. Rane comprising of salary, allowance, perquisites and commission from 1st April, 2011 to 31st March, 2015, subject to the limits contained in Sections 198, 309, 310 and all other applicable provisions of the Companies Act, 1956 including Schedule XIII to the Act.

It may be noted that as per Section 309(3) of the Companies Act, 1956, Mr. Prakash B. Rane would be paid remuneration within the overall limit of 5% of the Net Profit calculated as per the provisions of 349 and 350 of the Act. In any financial year, if the Company has no profit or its profits are inadequate, the remuneration payable to Mr. Prakash B. Rane including perquisites set out and the Clause (A) of this Special Resolution as minimum remuneration.

The details of the remuneration package are forming part of the Special Resolution and Corporate Governance Report on Page Nos. 2 and 14 respectively.

11. INFORMATION UNDER SECTION 217(1)(e) :

The information required to be furnished Under Section 217 (1) (e) of the Companies Act, 1956, and the Rules made thereunder, is provided in Annexure-A, forming part of the Report.

12. PARTICULARS OF EMPLOYEES :

The information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming a part of Directors' Report for the year ended 31st March, 2012 is as follows:

Name of the Employee Mr. Prakash B. Rane

Age 46 years

Designation Managing Director

Gross Remuneration 122.81 Lacs

Qualification B.Tech., M.M.S.

Date of Commencement of the employment 27th April, 2000

Number of years Experience 19 years

Previous Employment Advent Business Machines Pvt. Ltd

*Note: Gross Remuneration includes salary and commission for the year ended on 31st March, 2012.

13. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby confirm that :

a) in the preparation of the Annual Accounts, the applicable accounting standards in accordance with provisions of the Companies Act, 1956 have been followed and no material departures have been made from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the Profit or Loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Board of Directors have prepared the Annual Accounts on a "going concern" basis.

14. ACKNOWLEDGEMENT :

Your Directors' place on record their deep appreciation of the continued assistance and co-operation extended to the Company by its customers, investors, bankers, Central and State Government. Your Company continues to enjoy the full cooperation of all its employees. The Directors wish to place on record their appreciation of the good work done by them.

For and on behalf of the Board

Date: 19th May, 2012 Prakash B. Rane

Place: Mumbai Managing Director


Mar 31, 2011

Dear members,

The Directors have pleasure in presenting the 18th Annual Report & Audited Accounts of the Company for the financial year ended 31st' March, 2011.

1. FINANCIAL RESULTS

(Amount in Rs.)

Year ended Year ended 31.03.2011 31.03.2010

Gross Income 589,496,479 432,888,368

Less: Service Tax 53,241,297 43,928,576

Gross Income (net of Service Tax) 536,255,182 388,959,792

Less: Total expenditure 375,578,296 285,089,482

Gross Profit before Depreciation & Taxation 160,676,886 103,870,310

Less: Depreciation 2,496,722 1,488,042

Net Profit before Tax 158,180,164 102,382,268

Less: Provision for Taxation 52,508.309 33,645.905

Net Profit After Tax 105,672,125 68,736,363

2. OPERATIONS OF THE COMPANY

The operations of the company, compared to last year, have shown higher revenues and profitability. The increased profitability is due to more efficient operations coupled with effective cost control measures.

3. DIVIDEND

The Directors are pleased to recommend a final dividend at the rate of 15% per equity share for the financial year ended 31st March, 2011 as against 10% per equity share for the previous financial year ended 31st March, 2010. The final dividend, subject to approval by the AGM on 25,h August 2011, will be paid to the Shareholders, in accordance with the applicable rules and regulations u/s. 205 of the Companies Act, 1956. The total cash outflow on account of dividend on equity shares for financial year 2010-11 would be Rs. 1,74,93,237/-, including dividend tax and surcharge thereon.

4. LISTING FEES

The annual listing fees for the year under review have been paid to the Bombay Stock Exchange Limited, where Company's shares are listed.

5. CORPORATE GOVERNANCE

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report on Corporate Governance Report is being published as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, are complied with by the Company and their certificate is annexed to this report along with Management Discussion and Analysis Report.

6. PUBLIC DEPOSITS

We have not accepted any deposits and, as such, no amount of principal or interest was outstanding as of Balance Sheet date.

7. DIRECTORS

As per Article of Association of the Company, Mrs. Supriya P Rane retires by rotation and being eligible, offer herself for re-appointment at this Annual General Meeting. The Board of Directors has recommended her re-appointment for consideration of the Shareholders. The brief resume of Mrs. Supriya P Rane is given in the Corporate Governance Report.

The Board of Directors in their meeting held on 28th October, 2011 has appointed Mr. Sharadchandra Abhyankar as Additional Non-Executive Independent Director of the Company in terms of Section 260 of the Companies Act, 1956. In view of his versatile experience, the Board expects that with his induction as a member of the Board, the Company would benefit immensely and he will prove to be an asset to the Company. The Board of Directors recommends for your approval, the appointment of Mr. Sharadchandra Abhyankar as Director of the Company, liable to retire by rotation.

8. AUDITORS

M/s. S. P. Sule & Associates, Company's Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as Auditors. The Audit Committee of the Board has recommended their re-appointment as Auditors for the year 2011-2012. M/s. S.P. Sule & Associates have confirmed their eligibility and willingness to continue to act as Auditors of the Company.

10. INFORMATION UNDER SECTION 217(1) (e)

The information required to be furnished Under Section 217 (1) (e) of the Companies Act, 1956, and the Rules made thereunder, is provided in Annexure-A, forming part of the Report.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards, in accordance with provisions of the Companies Act, 1956, have been followed and no material departures have been made from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011 and of the Profit or Loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Board of Directors have prepared the Annual Accounts on a "going concern" basis.

13. ACKNOWLEDGEMENT

Your Directors are sincerely thankful to the Company's customers, suppliers, bankers, financial institutions, Central and State Government authorities for the faith reposed in the Company and for their continued support. Your Directors also appreciate and value the contributions made by every ABMer for the stupendous growth of the Company.

For and on behalf of the Board

Date: 30th May, 2011 Prakash B Rane


Mar 31, 2010

The Directors are pleased to present the 17,h Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Amount in Rs.)

Year ended Year ended 31.03.2010 31.03.2009

Gross Income 432,888,368 449,875,627

Less: Service Tax 43,928,576 35,104,182

Gross Income ( net of Service Tax) 388,959,792 414,771,445

Less : Total expenditure 285,089,482 323,496,030

Gross Profit before Depreciation & Taxation 103,870,310 91,275,415

Less: Depreciation 1,488,042 1,515,578

Net Profit before Tax 102.382,268 89,759,837

Less: Provision for Taxation 33,645,905 30,405,293

Net Profit After Tax 68,736,363 59,354,544

2. OPERATIONS OF THE COMPANY

There is a marginal drop in the revenues compared to last year. This is largely attributed to the long period of "Code of Conduct" during last year owing to elections in the Central and State. During this period the decision making process in govt, departments slows down substantially affecting order closures and execution. The net profit has shown increase due to efficient execution of orders on hand and investments made in creating ERP skills within Company during earlier period.

3. DIVIDEND

During this year, the Directors of the Company recommend a final dividend @10% per share subject to the approval of the Shareholders of the Company. The Dividend will be paid in accordance with the applicable rules and regulations U/s.205 of the Companies Act, 1956. The total amount of dividend on equity shares for the financial year 2009-10 would be Rs.1.17 crores, including dividend tax and surcharge thereon, which is same as for the last year.

4. SEBI REGULATION & LISTING FEES

According to clause 51 of the Listing Agreement, it is compulsory to file electronically the Annual Report, Corporate Governance Report, Shareholding Pattern, etc. on its website www.sebiedifar.nic.in till March 31, 2010. With effect from April 01, 2010 SEBI has deleted the clause 51 of EDIFAR filling. We have filled all the reports on EDIFAR as well as Corporate Filing Dissemination System website. All the compliances including payment of annual listing fees for the year under review have been paid to Bombay Stock Exchange Ltd. within the time stipulated by SEBI, where your Companys shares are listed.

5. CORPORATE GOVERNANCE

Your Company follows all the rules and regulations along with the compliances laid down in the clause 49 of the Listing Agreement. As required by the clause 49, a detailed Corporate Governance Report is included in the Annual Report. Corporate Governance is the most important part of the Annual Report which deals with the compositions, committees and the code of conduct followed by the Company.

A certificate from Auditors of the Company regarding the compliances stipulated in Corporate Governance is annexed to this report along with Management Discussion and Analysis Report.

6. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits during the year under review.

7. RETIRING DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Associations of the Company, Mr. M.N.Ahmed and Dr. Ajit C Kulkarni, the Directors, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The details of these Directors are included in the Corporate Governance Report. Your Directors recommend the re-appointment of Mr. M.N.Ahmed and Dr. Ajit C Kulkarni as Directors, for your approval.

The Board of Directors of the Company express their deep condolences on the sad demise Shri. Shrikar Kulkarni, Director of the Company on 15th January, 2010 and pray that his departed soul may rest in eternal peace. The Board placed on record its deep sense of appreciation for the invaluable contributions made by Shri Shrikar Kulkarni during his tenure as a Director of the Company from 27th October, 2005 to 15th January, 2010.

8. AUDITORS

The Statutory Auditors of Your Company, M/s. S.P.Sule & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting. The Audit Committee of the Board has recommended their re-appointment as Auditors for the year 2010-2011- M/s. S.P.Sule & Associates have confirmed their eligibility and willingness to continue to act as Auditors of the Company.

9. RE-APPOINTMENT OF MANAGING DIRECTOR

In view of the performance of the Company on all the fronts as well as continued efforts and efficient leadership by Mr. Prakash B. Rane, the Remuneration Committee in its Meeting dated 18th March, 2010 recommended to the Board for the revision of his remuneration and suggested that he should be paid the remuneration as per Sections 198 and 309 of the Companies Act, 1956 instead of Schedule XIII thereof for the period of 5 years upto 31st March, 2015.

The Board reviewed the recommendation and came to a conclusion that the recommendation of the Remuneration Committee should be adopted and be placed before the Shareholders at the 17th Annual General Meeting. Therefore the Board hereby recommends the passing of Special Resolution to pay remuneration to Mr. Prakash B. Rane as per section 198 and 309(3) of the Companies Act, 1956 after considering all the provisions as per section 349 and 350 of the Act.

It may be noted that as per Section 309(3) of the Companies Act, 1956, Mr. Prakash B. Rane would be paid remuneration within the overall limit of 5% of the Net Profit calculated as per the provisions of 349 and 350 of the Act. In any financial year, if the Company has no profit or its profits are inadequate, the remuneration payable to Mr. Prakash B. Rane including perquisites, set out in the Clause (A) and (B) of this Special Resolution as a minimum remuneration.

The details of the remuneration package are forming part of the Special Resolution and Corporate Governance Report on Page Nos. 2 and 15 respectively.

11. INFORMATION UNDER SECTION 217(1)(e)

The information requiredto be furnished under Section 217 (1) (e) of the Companies Act, 1956, is annexed to this Report as Annexure-A.

12. PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms a part of the Directors Report. As per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders of the Company, excluding the statement of particulars of employees under section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the same may write to the Compliance Officer at the Registered Office of the Company.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards in accordance with provisions of the Companies Act, 1956 have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2010 and of the Profit or Loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Board of Directors have prepared the Annual Accounts on a "going concern" basis.

14. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Companys customers, suppliers, bankers, financial institutions, Central and State Government authorities and also shareholders for their valuable support and co-operation to the Company.

Your Directors also place on record their gratitude for the committed services rendered by all the employees of the Company and also look forward to continue the same commitment and hard work in near future.

For and on behalf of the Board

Date: 29th May, 2010 Prakash B Rane

Place: Mumbai Managing Director


Mar 31, 2003

The Directors have pleasure in presenting the Tenth Annual Report and Audited Statement of accounts of your Company for the year ended 31st March 2003.

1. FINANCIAL RESULTS:

(Rupees in lacs)

Year Year ended ended 31.3.2003 31.3.2002

Gross Income 863.78 1108.77

Less : Total Expenditure 771.94 973.77

Gross Profit before Depreciation & Taxation 91.84 135.00

Less: Depreciation 34.46 28.84

Net Profit Before Tax 57.38 106.16

Provision for Taxation 30.65 44.00

Net Profit after Tax 26.73 62.16

2. DIVIDEND

Though the Company has wiped out the accumulated losses and have recorded profit after tax, Your Directors are of the opinion that the profits of the Company should be retained to strengthen the financial structure, in view of the long term goals of the Company. Hence your Directors do not recommend any dividend for the current year of operations. (previous year NIL).

3. OPERATIONS OF THE COMPANY

The gross income of the Company in this year has come down by 22.09% to Rs. 863.78 Lacs, as compared to Rs. 1108.77 lacs during last year. The net profit has also been lower, compared to last year.

This has happened pre-dominantly because company is de-focussing from the low margin Hardware business. Similarly, this year, the Company has been focussing on adding more clients by minimising the dependence on clients in Mumbai. This has resulted into increased business development expenditure in various geographies like Middle East, Gujarat, Goa, interior Maharashtra and North India. The competition in this market segment is also increased due to melt -down of export market and consequent lower man-power rates in domestic market due to excess supply. This transformation of your company from "Hardware -Software" to "only Software "and from a "single location " to a "multi-locational " company made impact on the turn-over and profitability in short term. But due to the indepth experience in this field and larger penetration in the market, the Board of Directors is confident about spectacular performance of your company in long term.

4. DIRECTORS

Mr. M. N. Ahmed and Dr. Ajit Kulkarni retire by rotation and being eligible, offer themselves for re-appointment.

5. AUDITORS

The term of the office of the Companys present Auditors, S.P. Sule &Associates, Chartered Accountants, Mumbai is expiring with the conclusion of this Annual General Meeting to be held on 30th September, 2003. They have advised us that they are willing to be re appointed as auditors of the Company.

A written confirmation under section 224(1) of the Companies Act, 1956 has been received from S.P. Sule & Associates, Chartered Accountants, Mumbai that their appointment if made, will be in conformity with the provisions of section 224 (1B) of the Companies Act, 1956.

6. DELISTING OF EQUITY SHARES

As you are already aware that your Company has successfully wiped out the accumulated losses. The frequency of the trading of companys shares has increased during the financial year 2002-2003, as compared to that of 2001-2002 at the Stock Exchange, Mumbai, which is regional Stock Exchange for your Company.

However, it was noticed that the shares of the company are not traded at all on the other three Stock Exchanges Hyderabad, Coimbatore and Madras. Your Directors have taken a serious note of it and have recommended the delisting of the Companys shares from the aforesaid three Stock Exchanges. Yours Directors also assure you that since the Stock Exchange, Mumbai is a leading Stock Exchange in India, the Shareholders in the vicinity of the aforesaid Stock Exchanges would not suffer any problem for liquidating their shares. The delisting will be carried out in strict compliance of the Securities and Exchange Board of Indias (Delisting of Securities) Guidelines, 2003 and other provisions in this respect.

8. INFORMATION UNDER SECTION 217(1)(e)

The information required to be furnished under Section 217(1)(e) of the Companies Act, 1956 is annexed to this Report as Annexure A.

9. REPORT ON CORPORATE GOVERNANCE

The report on Corporate Governance in accordance with the guidelines of Securities and Exchange Board of India and clause 49 of the Listing agreements with the Stock Exchanges is enclosed in Annexure B.

10. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm :

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2003 and of the profit or loss of the Company for that period;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

11. PARTICULARS OF EMPLOYEES

Information Under Section 217 (2A) is not furnished, as there is no employee drawing a remuneration more than Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m. or part thereof.

ACKNOWLEDGEMENT

Your Directors sincerely appreciate the professionalism, commitment and dedication displayed by the employees at all the levels. The Directors also place on record their gratitude to the Members, Distributors, Bankers for their continued support and vital contribution towards the achievements of Your Company.

Your Directors also wish to appreciate the patronage given by the various Government and Semi-Government Customers in India.

For and on behalf of the Board

Prakash B. Rane Managing Director

Mumbai 16th August, 2003


Mar 31, 2001

The Directors have pleasure in presenting the Eighth Annual Report and Audited Statement of accounts of your Company for the 6 months ended 31st March 2001.

1.FINANCIAL RESULTS

(Rupees in lacs) 6 months 15months ended ended 31.3.2001 30.9.2000

Grooss Income 420.08 1255.90

Less Expenses 364.62 1057.14

Goss Profit before Deprection & Misc Expences 5.46 198.76

Less Deprecition 7.55 14.22

Net Profit before Tax 47.91 184.54

Provision for Taxation 10.00 35.00

Net Profit after Tax 37. 91 149.54

2. DIVIDED

In view of the financial position of Company, your directors do not recommend any dividend for the current year of operation. (previous year NIL).

3. DIRECTORS

Mrs. Supriya Rane and Mr. M.N. Ahmed, retire by rotation and being eligible, offer themselves for re- appointment. The Company has received notice under Section 257 of the Companies Act, 1956 proposing the name of Dr. Ajit Kulkarni for the appointment as Director along with the deposit of Rs. 500/- each.

4. AUDITORS

The term of the office of the Companys present Auditors, S.P Sule &Associates, Chartered Accountants, Mumbai is expiring with the conclusion of this Annual General Meeting to be held on 30th August, 2001. They have advised us that they are willing to be re appointed as auditors of the Company.

A written confirmation under section 224(1) of the Companies Act, 1956 has been received from M/s. S.R Sule & Associates, Chartered Accountants Mumbai, that their appointment if made, will be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

5. INVESTMENT IN FOREIGN SUBSIDIARY COMPANY

The Company had established itself well at the national level as far as the E-Governance is concerned. Your Directors have explored the globaI markets and are of the opinion that the specialisation of your Company in the field of E-Governance can be optimally utilised at global level with proper planning. Initially, the Company proposes to start with the formation of a foreign subsidiary Company. As per the guidelines issued by the Reserve Bank of India, the Company can invest upto Rs. 2 Crores.

Accordingly special resolution has been placed in the notice for the approval of the members.

6.CHANGE IN THE MAIN OBJECT CLAUSE OF THE COMPANY

The nature of the Company has been changed to the information Technology Company from a Non Banking FinanceCompany due to take over of a fast growing E-Governance Company. Though the name of the Company was changed to ABM Knowledgeware Ltd., the main object was that of Finance and Leasing.

In order to being the Memorandum of Association in line with the main business activities of the Company,the special resolution to change the main object is necessary.

7. INFORMATION UNDER SECTION 217(1)(e)

The information required to be furnished under Section 217(1)(e) of the Companies Act, 1956 is annexed. (Please See Annexure A)

8. REPORT ON CORPORATE GOVERNANCE

The report on Corporate Governance in accordance with the guidelines of Securities and Exchange Board of India and clause 49 of the Listing agreements with the Stock Exchanges is appearing elsewhere in this Annual Report separately.

10. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm :

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March,2001 and of the profit or loss of the Company for that period;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

11. PARTICULARS OF EMPLOYEES

Information Under Section 217 (2A) is not furnished as there is no employee drawing a remuneration of more than Rs. 12,00,000/- p.a. or Rs. 1,00,000/- p.m. or part thereof.

ACKNOWLEDGEMENT

Your Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by all its employees as also its shareholders, distributors, bankers towards the achievements of your Company. Your Directors also wish to appreciate the patronage given by various Government and Semi-Government Customers in India.

For and on behalf of the Board

Prakash B. Rane Chairman and Managing Director

Mumbai 15th June, 2001

 
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