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Directors Report of ASM Technologies Ltd.

Mar 31, 2023

We are pleased to present the 31^st Annual Report together with the Audited Accounts of your Company for the year ended 31stMarch2023

1. Financial Results		(Rs. In Mn.)
	2022-2023	2021-2022
Income from Software services and Products	1391.50	1410.71
Other operating income	104.85	61.42
Expenses Employee benefits expense	865.97	936.78
Finance Costs	38.58	31.35
Depreciation	22.96	18.08
Other expenses	349.34	300.61
Profit/(Loss) before tax	219.50	185.31
Current Tax	59.63	54.93
Deferred Tax Income/expense	4.78	(8.42)
Excess provision of earlier years	-	7.03
Profit/(Loss)for the year	155.09	131.77
Other Comprehensive Income A (i) Items that will not be reclassified to profit or loss Remeasurement of defined benefit plans	1.81	2.34
(ii) Income tax relating to items that will not be reclassified to profit or loss Deferred tax on remeasurement of defined benefit plans	(0.46)	(0.59)
B (i) Items that will be reclassified to profit or loss Changes in fair value of investments in equity instruments	4.93	26.39
(ii) Income tax relating to items that will be reclassified to profit or loss Deferred tax on changes in fair value of investments in equity instruments	(1.24)	(6.64)
Total comprehensive income for the year	160.13	153.27

2. Results of Operation

ASM along with its subsidiaries provide world class consulting and product development services in the areas of Engineering Services, and Deign led manufacturing with successful Offshore Development with Support Centers in India and Overseas for its global clientele.

During the financial year, the Company explored new growth opportunities and performed significantly well in both the domestic as well as international markets. The performance reflects ASM''s journey to reposition itself as a unique technology solutions provider that is committed to develop an emerging breed of platforms, thus enabling its customers to gain competitive advantage through the Companyâs future ready digital transformation initiatives.

On the standalone front your company registered a total revenue of Rs.1391.50 Mn for the year ended 31st March 2023.

Domestic sales was Rs. 577.63 Mn while Export sales was Rs. 813.87Mn. EBIDTA was at Rs.281.04 Mn and Net profit after tax was Rs.155.09 Mn.

The Consolidated total revenue for the year ended 31st March 2023 was Rs.2204.08 Mn. EBIDTA was at Rs. 273.37 Mn and Net Profit after tax at Rs. 71.45 Mn.

3. Dividend/ Transfer to reserves

During the year 2022-23 the company declared an Interim dividend of Rs. 1.00/- on 6th August, 2022 and 2nd Interim dividend of Rs. 1.00/- on 9th November, 2022 followed by 3rd Interim dividend of Rs.1.00/-on 8th February 2023. In keeping with the Dividend policy your Directors are pleased to recommend for approval of the members a final dividend of Rs.4.00/- per equity share of Rs 10/-each for the financial year 2022-2023. The dividend amount paid/payable if approved by shareholders will be Rs. 56.65 Mn. including partly paid up shares for the year.

The dividend payout for the year under review has been formulated in accordance with the Companyâs policy to pay sustainable dividend linked to long term growth objectives of the company to be met by internal cash accruals and the shareholdersâ aspirations.

Your Company has not transferred any amount to reserve for the Financial Year ended 31st March, 2023.

The company has 1,10,00,000 issued and listed equity shares of face value of Rs. 10 each out of which 10,00,000 equity shares are partly paid up as on 31st March 2023.

4. Subsidiary Companies

The consolidated Accounts of your Company and its subsidiaries viz., ASM Digital Technologies Pte Ltd (Formely known as Advanced Synergic Pte Ltd), Singapore, ASM Digital Technologies Ics (Formely known as Pinnacle Talent Inc), USA, ASM Technologies KK, Japan, RV Forms & Gears LLP,ASM Digital Engineering Pvt Ltd. and ASM HHV Engineering Pvt Ltd duly audited, are presented as part of this Report in accordance with Indian Accounting Standards ( IndAs) and the Listing Regulations with the Stock Exchange, wherever applicable. The statement pursuant to the provisions to Section 129(3) of the Companies Act 2013, containing salient features of the financial statement of the Company''s Subsidiaries in FormAOCl is given in Annexure -II. The Accounts of the Subsidiaries audited for the purpose of consolidation shall be placed on your Companyâs website and made available for inspection by any Shareholder at the Companyâs Registered Office and at the respective registered offices of the Subsidiary companies. Copies can be made available on request, to the shareholders of the Company.

Your Company has formulated and adopted a âPolicy for determining Material Subsidiariesâ so that your company could identify such subsidiaries and formulate governance framework for them. The Policy for determining âmaterialâ subsidiaries is posted on Companyâs website: https://www.asmltd.com/policy-disclosures

5. Future Outlook

This has been provided in letter to the shareholders

6. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements ) Regulations 2015, is disclosed separately in theAnnual Report.

7. Board Meetings

During the year under review the Board of Directors held 4 meetings, on 30.05.2022, 06.08.2022, 09.11.2022 and 08.02.2023 The maximum interval between two meetings did not exceed 120 days.

8. Directors and Key Managerial Personnel

As per the provision of companies Act 2013 Mr. Ramesh Radhakrishnan (DIN 02608916) Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting (AGM). The Board recommends his appointment for consideration of members of the Company. Brief profile

of Mr. Ramesh Radhakrishan is given in the notes to the Notice of the ensuing AGM.

9. Disclosure on compliance with Secretarial Standards

Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

10. Independent Directors

Your Company has laid down procedures to be followed for familiarizing the Independent Directors with your Company, their roles, rights, responsibilities in your Company and to impart the required information and training to enable them contribute significantly to your Company. All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companyâs Code of Conduct. All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations.

11. Director''s Responsibility Statement

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

a) in the preparation of the annual financial statements for the year ended 31st March 2023 the applicable accounting standards has 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 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 the Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively.

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

12. Significant and material orders passed by the regulators or courts and Material Changes and commitments affecting the financial position of the company.

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the company and its future operations. There are no material changes and commitments, if any, affecting the financial position of the company which occurred between the end the financial year of the company to which the financial statements relate and the date of this report.

13. Audit Committee

The Audit committee met four times during the financial year under review and all its recommendations were accepted by the Board.

Your Company has established the Vigil Mechanism, an Ombuds process which is a channel for receiving and redressing of employees complaints. This mechanism covers questionable financial or accounting matters and reporting fraudulent financial information to the shareholders, the government or any other legal authority. This meets the requirement under Section 177(9) and(10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. Nomination and Remuneration Committee and Stakeholders Relationship and Share Transfer Committee

The Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications of Independent Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. A copy ofthe policy forms part of this report vide Annexure- I. The Nomination and Remuneration Committee of a company has been obligated under Section 178 of the Act to formulate a policy for recommending to the Board of directors of the company forsetting the criteria based on which the performance of every Director including the performance of the Board as a whole shall be assessed by the Board of Directors of the Company.

15. Familiarisation Programme

The Company has put in place an induction and familiarisation programme for all its Directors including the IndependentDirectors. The familiarisation programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of Listing Regulations, is uploaded on the website of the Company.-https://www.asmltd. com/policy-disclosures

16. SecretarialAudit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, the Company has appointed BMP & Co., LLP, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR3 for the financial year ended March 31, 2023 is annexed as Annexure - III to the Report. There are qualifications, reservations or adverse marks made by SecretarialAuditor in the Report. It was an inadvertent delay. Details is provided in MR3 Report.

17. Auditorâs Report

There are no qualifications, reservations or adverse remarks made by M/s B K Ramadhyani & Co, LLP, Chartered Accountants Statutory Auditors, in their report for the financial Year ended 31st March, 2023. The Statutory Auditors havenot reported any incident of fraud under Section 143(12) of theAct and the rules made thereunder to the Audit Committee ofthe company in the year under review.

18. Conservation of energy, technology absorption and Foreign Exchange Outgo

The companyâs operations involve low energy consumption. However the efforts to conserve and optimize the use of energy through improved operational method and other means will continue.

The company has not imported any technology. Foreign exchange earnings and outgo

During the financial year under review 58.49% of the revenue came from export of software services resulting in a foreign exchange inflow of Rs.813.87Mn and the foreign exchange outgo on account of overseas salaries, traveling etc was Rs. 109.42 Mn.

19. Public Deposits

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

20. Disclosures as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act , 2013

Your Company has in place a Prevention of Sexual Harassment ( POSH) Policy in line with the requirements of Sexual harassment of Women at Workplace ( Prevention, Prohibition and Redressal) Act 2013. Your Company has through the Policy constituted a committee and has established a grievance procedure for protection against victimization. Your Company is committed to provide a healthy environment to all employees conducive to work without the fear of prejudice and gender bias. During the year under review ,

there were no cases filed pursuant to the said Act.
Number of complaint filed during the financial year 2022-23	Nil
umber of complaint disposed off during the financial year 2022-23	Nil
Number of complaint pending as end of the financial year	Nil

21. Details ofAdequacy of Internal Financial Controls

Your Company has deployed adequate Internal Control Systems in place to ensure a smooth functioning of its business. The processes and systems are reviewed constantly and improved upon to meet the changing business environment. The Control Systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Company''s assets. The Internal auditors periodically review the internal control systems, policies and procedures for their adequacy, effectiveness and continuous operation for addressing risk management and mitigation strategies.

22. Particulars of Loans, guarantees or investments

During the Financial Year under review, your Company had given Corporate Guarantee to its subsidiary, RV Forms & Gears LLP and ASM Digital Engineering Pvt Limited and loan to RV forms and Gears LLP at prevailing bank lending rate for meeting its working capital requirements. Thebalance outstanding as on 31st March, 2023 is Rs 329.21Mn.

23. Risk Management Policy

The Risk management Policy of your company continuously evaluates the various risks surrounding business and seeks to review and upgrade its risk management process. To further the endeavour your Board constantly formulates strategies directed at mitigating these risks which get implemented at the Executive Management level and a regular update is providedto the Board.

24. Credit rating of securities:

(a) credit rating obtained in respect of various securities: NA

(b) name of the credit rating agency; NA

(d) revision in the credit rating: NA

(e) reasons provided by the rating agency for a downward revision, if any: NA

25. Corporate Social Responsibility Policy (CSR)

Your company has formulated CSR policy which is posted on the website at https://www.asmltd.com/policy-disclosures. In pursuance to the provisions of Section 135 and Schedule VII of the Companies Act, 2013 the company constituted a CSR Committee of the Board to (a) formulate and recommend a CSR policy (b) recommend the amount of expenditure to be incurred on the CSR activities and (c) monitor implementation of the CSR policy from time to time. The terms of reference of the CSR committee are in accordance with Section 135 of the Companies Act 2013. The Annual Report on CSR in the prescribed format is enclosed to this Report as Annexure-IV.

26. Related Party Transactions

The company has in place formulated a Policy on materiality of Related Party transactions for dealing with such transactionsin line with the requirements of the Listing Regulations with the Stock Exchange. . The policy on related party transactions isavailable on the Companyâs website at -https://www.asmltd.com/policy-disclo-sures.

Particulars of contracts or Arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 in theformat specified as Form AOC2 forms part of this Report as Annexure- V

27. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board is required

to monitor andreview the Board evaluation framework. In line with the Corporate Governance Guidelines, Annual PerformanceEvaluation is conducted for all Board Members as well as the working of the Board and its Committees. The Board workswith the Nomination and Remuneration committee to lay down the evaluation criteria for the performance of executive/nonexecutive/independent directors through a peer evaluation, excluding the director being evaluated through a Board effectiveness survey. The questionnaire of the survey forms an integral part of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement. Each Board member is required to evaluate the effectiveness of the Board and its committees on various parameters and feed back on each Director is part of the survey. The outcome of the Board evaluation for the financial year 2022-23 was discussed by the Board at their meeting held on 8^thFebruary 2023.

28. Remuneration to Director and Employees

Details/Disclosures of ratio of remuneration to each Director to median employee''s remuneration as required pursuant toSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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- VI

29. Corporate Governance Report

30. Auditors

M/s. B K Ramadhyani & Co. LLP, Chartered Accountants, were re-appointed as Statutory Auditors of the Company at the 30th Annual General Meeting (âAGMâ) held on July 16, 2022 for a period of 5 years, up to the conclusion of 35th AGM. M/s. B K Ramadhyani & Co. LLP have given their consent for their re-appointment as Statutory Auditors of the Company and has issued certificate confirming that their reappointment, if made, will be within the limits prescribed under the provisions of Section 139 of the Companies Act, 2013 (âthe Actâ) and the rules made thereunder. M/s. B K Ramadhyani & Co. LLP have confirmed that they are eligible for the proposed appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. As confirmed to Audit Committee and stated in their report on financial statements, the Auditors have reported their independence from the Company and its subsidiary according to the Code of Ethics issued by the Institute of Chartered Accountants of India (âICAIâ) and the ethical requirements relevant to audit. Based on the recommendations of the Audit Committee and the Board of Directors, it is hereby proposed to re-appoint M/s. B K Ramadhyani & Co. LLP, Chartered Accountants, having registration No.0028785/S200021, as the Statutory Auditors of the Company for the second and final term of five consecutive years, who shall hold office from the conclusion of this 30th AGM till the conclusion of the 35 th AGM of the Company. The requirement for the annual ratification of auditorsâ appointment at the AGM has been omittedas per Companies (Amendment) Act 2017 notification on May 7 2018.

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and allentities in the network firm/network entity of which the statutory auditor is a part is given below:

Rs. in Mn.
Payment to Statutory Auditors	FY 2022-23
Audit Fees	1.57
Others Service	0.00
Reimbursement of expenses	0.09
Total	1.66

1. Acknowledgments

Your Directors take this opportunity to express their gratitude to -

Our esteemed customers, shareholders, vendors, business partners, advisors and consultants for their unstinted support. The contribution made by our employees at all levels. Our consistent growth was made possible by their solidarity, cooperationand support.

- State Bank of India, (India), HSBC Bank Ltd (India), Axis Bank Ltd., (India), Indian Bank, (Singapore), HSBC Bank, (USA), Premier Bank (USA), State Bank of India (UK), State Bank of India (Japan) and Rakuten Bank (Japan) for their support and guidance.

- Customs, Reserve Bank of India, Software Technology Parks (STPI) and NASSCOM, Central & State Governments, Software Technology Park (STPI) and NASSCOM for their continued support.

For and on behalf of the Board of Directors ASM Technologies Ltd.

Place : Bangalore M. R. Vikram Rabindra Srikantan

Date : 30.05.2023 Chairman Managing Director

Mar 31, 2019

Directorsâ Report |

To the Members,

We are pleased to present the 27th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2019

1. Financial Results (Rs. In Mn.)

	2018-2019	2017-2018
Income from Software services and Products	760.59	761.91
Other operating income	55.77	17.92
Expenses Employee benefits expense	520.13	512.92
Finance Costs	6.45	2.21
Depreciation	9.40	12.10
Other expenses	188.07	181.19
Profit/(Loss) before tax	92.31	71.41
Current Tax	21.73	27.00
Deferred Tax Income/expense	2.55	8.04
Excess provision of earlier years	(2.30)
Profit/(Loss)for the year	70.33	36.37
Other Comprehensive Income A (i) Items that will not be reclassified to profit or loss Remeasurement of defined benefit plans	1.01	2.01
(ii) Income tax relating to items that will not be reclassified to profit or loss Deferred tax on remeasurement of defined benefit plans	(0.29)	(0.56)
B (i) Items that will be reclassified to profit or loss Changes in fair value of investments in equity instruments	0.10	(1.09)
(ii) Income tax relating to items that will not be reclassified to profit or loss Deferred tax on remeasurement of defined benefit plans	(0.03)	0.30
Total comprehensive income for the year	71.12	37.03

2. Results of Operation

ASM along with its subsidiaries provide world class consulting and product development services in the areas of Engineering Services, Product R&D Services and Digital Transformation with successful Offshore Development with Support Centers in India and Overseas for its global clientele.

During the financial year, the Company explored new growth opportunities and performed significantly well in both the domestic as well as international markets. The performance reflects ASM''s journey to reposition itself as a unique technology solutions provider that is committed to develop an emerging breed of platforms, thus enabling its customers to gain competitive advantage through the Company''s future ready digital transformation initiatives.

On the standalone front your company registered a total revenue of Rs.760.59 Mn for the year ended 31st March 2019. Domestic sales was Rs.78.84 Mn while Export sales was Rs. 681.75 Mn. EBIDTA was at Rs. 108.16 Mn and Net profit after tax was Rs.70.33 Mn.

The Consolidated total revenue for the year ended 31st March 2019 was Rs.880.25 Mn. EBIDTA was at Rs. 109.11 Mn and Net Profit after tax at Rs.70.07 Mn.

3. Dividend/ Transfer to reserves

During the year 2018-19 the company declared an Interim dividend of Rs. 3.00/- on 3rd November, 2018. In keeping with the Dividend policy your Directors are pleased to recommend for approval of the members a final dividend of Rs.3/-per equity share of Rs 10/-each for the financial year 2018-2019. The dividend amount paid/payable if approved by shareholders will be Rs.15.00 Mn, interim paid Rs. 15.00 Mn, while Rs. 6.17 Mn will be paid /payable by the company towards total dividend tax and surcharge thereon.

The dividend payout for the year under review has been formulated in accordance with the Company''s policy to pay sustainable dividend linked to long term growth objectives of the company to be met by internal cash accruals and the shareholders'' aspirations.

Your Company has not transferred any amount to reserve for the Financial Year ended 31st March, 2019.

The paid up Share Capital of your Company is Rs. 50 Mn divided into50,00,000 equity shares of Rs 10/- each. Your Company has not come out with any issue (public, rights or preferential) during the Financial Year under review.

4. Subsidiary Companies

The consolidated Accounts of your Company and its subsidiaries viz., Advanced Synergic Pte Ltd, Singapore, Pinnacle Talent Inc, USA and RV Forms & Gears LLP, duly audited, are presented as part of this Report in accordance with Indian Accounting Standards ( IndAs) and the Listing Regulations with the Stock Exchange, wherever applicable. The statement pursuant to the provisions to Section 129(3) of the Companies Act 2013, containing salient features of the financial statement of the Company''s Subsidiaries in FormAOC1 is given in Annexure -I1. The Accounts of the Subsidiaries audited for the purpose of consolidation shall be placed on your Company''s website and made available for inspection by any Shareholder at the Company''s Registered Office and at the respective registered offices of the Subsidiary companies. Copies can be made available on request, to the shareholders of the Company.

Your Company has formulated and adopted a "Policy for determining Material Subsidiaries" so that your company could identify such subsidiaries and formulate governance framework for them. The Policy for determining ''material'' subsidiaries is posted on Company''s website : https://www.asmltd.com/policy-disclosures

During the year ASM acquired a 70% stake in RV Forms & Gears LLP, a Chennai based firm. Forms & Gears, founded in 1972 by RT Varghese a Mechanical Engineer from IIT Kharagpur, is a pioneer in Fixture building. The company has supplied to most of the global automotive industry and machine makers by over 45 years. Forms & Gears has successfully implemented projects all over India, UAE, Qatar, Thailand, Japan, Singapore, Indonesia and Turkey. RV Forms & Gears will leverage ASM''s digital expertise to develop world class Smart Manufacturing solutions , the first of which is an innovative solution called Smart Fix 4.0. During the year under review your company also established a wholly owned subsidary in Kyoto, Japan.

5. Future Outlook

Over the last few years ASM has invested in Product R&D,Digital Transformation (Dx), comprising of Industry 4.0 (Smart Manufacturing), Internet of Things (IoT), Big Data leading to Artificial Intelligence (AI), Machine Learning (ML), Deep Learning (DL), Virtual Reality (VR), Augmented Reality (AR), Mixed Reality (MR), Mobile Applications, Cloud, Virtualization and related Cyber Security.

R&D & Co-Creation

The impact of investments in Innovation and R&D has accelerated growth of ASM and has set the company into the forefront of Product Development, whilst getting a global recognition. The initiative has therefore been on developing the products of the future, to align with the changing technologies, market and customer demands.

While investment in R&D (Research and Development) for the development of " New Products and Services" is a must for the growth and future sustainability of the organization, Co-creation is one step ahead of the R&D activities wherein the new product and services is jointly developed with our customers to meet specific defined opportunity. ASM''s Co-creation Product Development Model fosters closer partnerships with the customers / consumers and is achieved by the "Shared Innovation and Shared Development" to develop solutions for defined " High Impact Problems".

Productivity Enhancement

Today in the world which is adapting into "Industry 4.0" and "Smart Manufacturing" one of the main focus is to increase Productivity by "Increased Yield" and "Increased Throughput". This is essentially achieved by reducing the human intervention and automating the process using various technologies.

ASM Technologies has over the years, helping customers with extensive usage of Automation, Robotics and Digital Transformation (Dx) . This initiative has clearly been of immense benefit for its customers in quantitatively increasing Yield and Throughput, resulting in "Improved Quality, High Precision, High Repeatability and Reliabilityâ

ASM, with a proven experience in the Artificial Intelligence (AI), complex manufacturing process consisting of interrelated parameters, is effectively handled by creating lot of automated data points, through "application specific" Sensors, further processed through the IoT Gateway incorporating Sensor Fusion Algorithm, to create a Big Data. Each of the Sensors are set with "Value Thresholds" for instant " Alerts"to address the Machine Behaviour outside of the Thresholds. With efficient and smart Analytics in the cloud, a wide array of data crunched output leading to Predictive Maintenance, Analysis, Machine Downtime, Machine Behaviour etc, can lead to the "Productivity Enhancement".

The thrust areas for ASM will continue to be in the Semiconductor Equipment, Medical Devices, Hi -Tech, Automotive, Mobility Telecom industries. This "New Product Revolution" has opened opportunities for companies, like ASM, in the space of Engineering Services. The IoT ( Internet of Things) offers quality space for new product development and ASM is working on creating its own products as well as Co-Creation for customer''s products. The next couple of years will be exciting in this space.

The future looks exciting and upbeat in the R&D - Products and Engineering Services Outsourcing (ESO) space. There are lot of drivers for the clients like Reducing Product Development Life Cycle and getting a first mover advantage by ring-fencing the IP.The clients are equally excited to collaborate with the Engineering Service providers, like ASM, to leverage their capability for global, regional and adjacent 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 disclosed separately in the Annual Report.

7. Board Meetings

During the year under review the Board of Directors held 7 meetings, on 24.05.2018, 16.06.2018, 02.07.2018, 04.08.2018, 03.11.2018, 06.02.2019 and 29.03.2019. The maximum interval between two meetings did not exceed 120 days.

8. Directors and Key Managerial Personnel

As per the provisions of Companies Act 2013 Mr. M. Lakshminarayan , Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his re- appointment.

9. Disclosure on compliance with Secretarial Standards

Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

10. Independent Directors

Mr. M R Vikram, Prof. B.S Sonde and Mr. Shekar Viswanathan, were appointed as Independent Directors of the company at the AGM held on 28th June 2014 for a period of five years upto 31st March 2019. The Board of Directors at their Meeting held on the 6th of February, 2019, as recommended, by the Nomination and Remuneration committee reappointed Mr. M R Vikram and Mr. Shekar Viswanathan as Independent Directors for a second term of five years from 1st April, 2019 subject to the approval of the members by a special resolution.

In terms of the recently notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, consent of the Members by way of Special Resolution is required for appointment of a Non-Executive Director who is aged above seventy five years and accordingly, the appointment of Prof B S Sonde for the second term of five years is to be placed before the members for your approval.

At the meeting of the Board of Directors of the company held on the 18th of April 2019 the Board approved seeking approval of the members through a Postal ballot the reappointment of Mr M R Vikram and Mr Shekar Viswanathan as Independent Directors from 1st April 2019 to 31st March 2024 for a period of five years and the appointment of Prof B S Sonde as Independent Director for a period of five years from 10th June 2019 to 9th June 2024.

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

11. Director''s Responsibility Statement

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

a) in the preparation of the annual financial statements for the year ended 31st March 2019 the applicable accounting standards has been followed along with proper explanation relating to material departures:

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 the Company and that such internal financial controls are adequate and were operating effectively.

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

12. Significant and material orders passed by the regulators or courts and Material Changes and commitments affecting the financial position of the company.

13. Audit Committee

The Audit committee met five times during the Financial year under review and all its recommendations were accepted by the Board.

14. Nomination and Remuneration Committee and Stakeholders Relationship and Share Transfer Committee

The Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications of Independent Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. A copy of the policy forms part of this report vide Annexure- I. The Nomination and Remuneration Committee of a company has been obligated under Section 178 of the Act to formulate a policy for recommending to the Board of directors of the company for setting the criteria based on which the performance of every Director including the performance of the Board as a whole shall be assessed by the Board of Directors of the Company.

15. Familiarization Programme

The Company has put in place an induction and familiarization programme for all its Directors including the Independent Directors. The familiarization programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of Listing Regulations, is uploaded on the website of the Company.-https://www.asmltd.com/policy-disclosures

16. 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 has appointed BMP & Co., LLP, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR3 for the financial year ended March 31, 2019 is annexed as Annexure - III to the Report. There are no qualifications, reservations or adverse marks made by Secretarial Auditor in the Report.

17. Auditor''s Report

There are no qualifications, reservations or adverse remarks made by M/s B K Ramadhyani & Co, LLP, Chartered Accountants Statutory Auditors, in their report for the financial Year ended 31st March, 2019. The Statutory Auditors have not reported any incident of fraud under Section 143(12) of the Act and the rules made thereunder to the Audit Committee of the company in the year under review.

18. Conservation of energy, technology absorption and Foreign Exchange Outgo

The company''s operations involve low energy consumption. However the efforts to conserve and optimize the use of energy through improved operational method and other means will continue.

The company has not imported any technology . Foreign exchange earnings and outgo

During the financial year under review 89.64 % of the revenue came from export of software services resulting in a foreign exchange inflow of Rs. 681.75 Mn and the foreign exchange outgo on account of overseas salaries, traveling etc was Rs. 29.58 Mn.

19. Public Deposits

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

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

Number of complaint filed during the financial year 2018-19 Nil

Number of complaint disposed off during the financial year 2018-19 Nil

Number of complaint pending as end of the financial year Nil

21. Details of Adequacy of Internal Financial Controls

22. Particulars of Loans, guarantees or investments

During the Financial Year under review, your Company had given Corporate Guarantee and security of Deposits at prevailing bank lending rate to its subsidiary, RV Forms & Gears LLP for meeting its working capital requirements. The balance outstanding as on 31st March, 2019 is Rs 41.10Mn.

23. Risk Management Policy

24. Corporate Social Responsibility Policy (CSR)

25. Related Party Transactions

The company has in place formulated a Policy on materiality of Related Party transactions for dealing with such transactions in line with the requirements of the Listing Regulations with the Stock Exchange. . The policy on related party transactions is available on the Company''s website at -https://www.asmltd.com/policy-disclosures.

Particulars of contracts or Arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 in the format specified as Form AOC2 forms part of this Report as Annexure- V

26. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board is required to monitor and review the Board evaluation framework. In line with the Corporate Governance Guidelines, Annual Performance Evaluation is conducted for all Board Members as well as the working of the Board and its Committees. The Board works with the Nomination and Remuneration committee to lay down the evaluation criteria for the performance of executive/nonexecutive/independent directors through a peer evaluation, excluding the director being evaluated through a Board effectiveness survey. The questionnaire of the survey forms an integral part of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement. Each Board member is required to evaluate the effectiveness of the Board and its committees on various parameters and feedback on each Director is part of the survey. The outcome of the Board evaluation for the financial year 2018-19 was discussed by the Board at their meeting held on 29thMarch 2019.

27. Remuneration to Director and Employees

Details/Disclosures of ratio of remuneration to each Director to median employee''s remuneration as required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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- VI

28 Corporate Governance Report

29. Auditors

At the Annual General Meeting of the company held on 20th June 2017 the shareholders appointed M/s B K Ramadhyani & Co, LLP, Chartered Accountants, Bangalore, bearing Registration No.002878S/S00021 with the Institute of Chartered Accountants of India, as Statutory Auditors of the Company for a period of five years from conclusion of the 25th Annual Meeting of the Company. The requirement for the annual ratification of auditors'' appointment at the AGM has been omitted as per Companies (Amendment) Act 2017 notification on May 7 2018.

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part is given below:

	Rs. in Mn.
Payment to Statutory Auditors	FY 2018-19
Audit Fees	0.60
Others Service	0.00
Reimbursement of expenses	0.00
Total	0.60

30. Acknowledgments

Your Directors take this opportunity to express their gratitude to -

- State Bank of India, Incube Branch, Bangalore, Indian Bank, Singapore, HSBC Bank, NewYork, USA and First Federal Bank ,Ohio, USA , for their support and guidance,

- Customs, Reserve Bank of India, Software Technology Parks (STPI) and NASSCOM, Central & State Governments, Software Technology Park (STPI) and NASSCOM for their continued support.

For and on behalf of the Board of Directors

ASM Technologies Ltd.

Place : Bangalore M. R. Vikram Rabindra Srikantan

Date : 18.05.2019 Chairman Managing Director

Mar 31, 2018

To the Members.

The are pleased to present the 26th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2018

1. Financial Results		(Rs. In Mn.)
	2017-2018	2016-2017
Income from Software services and Products	761.91	742.03
Other operating income	17.92	10.51
Employee cost	512.92	451.97
Other expenditure	181.19	175.09
Earnings before Interest, Depreciation & Tax (EBITDA)	85.72	125.48
Depreciation	12.10	15.80
Interest	2.21	11.31
Profit/(Loss) before Tax	71.41	98.37
Current Tax	27.00	34.67
Deferred Tax Income/Expense	8.04	(4.88)
Profit /(Loss) for the year	36.37	68.58
Other comprehensive income
Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss
Remeasurement of defined benefit plans	2.01	(0.86)
(ii) Income tax relating to items that will not be
reclassified to profit or loss
Deferred tax on remeasurement of defined	(0.56)	0.30
benefit plans
B (i) Items that will be reclassified to profit or loss
Changes in fair value of investments in equity	(1.09)
instruments
(ii) Income tax relating to items that will not be
reclassified to profit or loss
Deferred tax on remeasurement of defined	0.30
benefit plans
Total comprehensive income for the year	37.03	68.02

2. Results of Operation

ASM along with its subsidiaries provide world class consulting and product development services in the areas of Engineering Services and Product R&D Services (ER&D) with successful Offshore Development and Support Centers in India and Overseas for its global clientele.

On the standalone front your company registered a total revenue of Rs. 761.91 Mn. for the year ended 31st March 2018. Domestic sales was Rs. 64.70 Mn. while Export sales was Rs. 697.21 Mn. EBIDTA was at Rs. 85.72 Mn. and Net profit after tax was Rs. 37.03 Mn.

The Consolidated total revenue for the year ended 31st March 2018 was Rs. 826.26 Mn. EBIDTA was at Rs. 43.60 Mn. and Loss after tax at 4.29 Mn.

3. Dividend

During the year 2017-18 the company declared an Interim dividend of Rs.2.50/- per equity share of Rs. 10/- each on 4th November, 2017. In keeping with the dividend policy, the Directors have recommended for approval of the members; a final dividend of 2.50/- per equity share of Rs 10/- each for the financial year 2017-2018. The final dividend if approved by the members and paid out will be Rs. 12.50Mn, interim dividend paid Rs.12.50 Mn, amounting to a total Rs. 25 Mn for the financial year 2017-18. Rs.5.16 Mn will be paid by the company towards total dividend tax and surcharge, thereon

Your Company has not transferred any amounts to reserve for the Financial Year ended 31st March, 2018.

4. Subsidiary Companies

The consolidated Accounts of your Company and its subsidiaries viz., Advanced Synergic Pte Ltd, Singapore and Pinnacle Talent Inc, USA, wholly owned subsidiaries and ESR Associates Inc step down subsidiary, duly audited are presented as part of this Report in accordance with Accounting Standard 21 and the Listing Regulations with the Stock Exchange, wherever applicable. The statement pursuant to the provisions to Section 129(3) of the Companies Act 2013, containing salient features of the financial statement of the Companyâs Subsidiaries in FormAOC1 is given in Annexure -11. The Accounts of the Subsidiaries audited for the purpose of consolidation shall be placed on your Companyâs website and made available for inspection by any Shareholder at the Companyâs Registered Office and at the respective registered offices of the Subsidiary companies. Copies can be made available on request, to the shareholders of the Company.

5. Future Outlook

Globally, Industry is moving rapidly in the areas of Digital Transformation (Dx) comprising of Industry 4.0 (Smart Manufacturing), Internet of Things (IoT), Big Data leading to Artificial Intelligence (AI), Machine Learning (ML), Deep Learning (DL), Virtual Reality (VR), Augmented Reality (AR), Mixed Reality (MR), Mobile Applications, Cloud, Virtualization and related Network Security / Encryption platform.

Further, there is a global push for a green and sustainable environment. In this connection a time bound thrust is mandated to convert all automobile running on natural resources to a more environment friendly Electric Vehicle.

On a parallel initiative, there is a thrust for the ADVANCED Driver Assistance system (ADAS), which is gaining ground to build safer vehicles and infrastructures ( like roads, Sensor Readers) which helps in Collision Avoidance, Lane Departure Warning, Sending Alerts to Pedestrian, Driver with Visual / Voice-Over Recommendations, Signboard identification, 360-degree view, Online Real-time Vehicle parameters, Data Analytics and Reports, Third Party GIS Information Integration. Typically, the vehicles will be integrated with a host of physical Sensors like the Radar, LIDAR, Cameras, Night-Vision Devices that allow the vehicle to monitor and navigate with a 360-degree view in various conditions like traffic, weather etc. Algorithms to manage the fusion of sensors play a key role in the safety of the Driver, Passenger, Pedestrian, other vehicles in the vicinity by giving real time control actuation to the vehicle or to the driver. These form the foundation blocks to the autonomous vehicles of the future.

Providing such a solution does not come without challenges. To address these opportunities, keeping in mind the challenges, ASM is well poised to bring in solutions to the industry at large. ASM is proud to be the Co-Creation Partner in these initiatives at various locations across continents

The thrust areas for ASM will continue to be in the Semiconductor Equipment, Medical Devices, Hi -Tech, Consumer Electronics, Automotive & Aerospace and Telecom industries.

This âNew Product Revolutionâ has opened opportunities for companies, like ASM, in the space of Engineering Services.

The IoT ( Internet of Things) offers quality space for new product development and ASM is working on creating its own products as well as Co-Creation for customerâs products. The next couple of years will be exciting in this space.

Cashing in on this opportunity, ASM, through the initiative of ARISE (ASM Research and Innovation Step for Excellence) has seen remarkable success in the âCo-Creation of IP led Product Innovationâ and Platform Services for its clients. As a System Design House, ASM is fully equipped to handle complex Electronics, Mechanical and Embedded software design and development to complete the product under one roof. Further, working prototype and manufacturing results in the entire product realization for the client.

The future looks exciting and upbeat in the R&D - Products and Engineering Services Outsourcing (ESO) space. There are lot of drivers for the clients like Reducing Product Development Life Cycles, Global Competition and getting a first mover advantage by ring-fencing the IP. The clients are equally excited to collaborate with the Engineering Service providers, like ASM, to leverage their capability for global, regional and adjacent 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 disclosed separately in the Annual Report.

7. Board Meetings

During the year under review the Board of Directors held 6 meetings, on 06.05.2017, 20.06.2017, 09.09.2017, 04.11.2017, 08.01.2018 and 07.02.2018. The maximum interval between two meetings did not exceed 120 days.

8. Directors and Key Managerial Personnel

As per the provisions of Companies Act 2013 Ms. Preeti Rabindra, ( DIN 00216818) Director, retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. Brief profile of Ms. Preeti Rabindra is given in the notes to the Notice of the ensuing AGM.

9. Independent Directors

10. Directorâs Responsibility Statement

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

a) in the preparation of the annual financial statements for the year ended 31st March 2017 the applicable accounting standards has been followed along with proper explanation relating to material departures:

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 the Company and that such internal financial controls are adequate and were operating effectively.

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

11. Significant and material orders passed by the regulators or courts and Material Changes and commitments affecting the financial position of the company .

12. Audit Committee

The Audit committee comprises of Mr. M.R.Vikram, Chairman, Mr. Rabindra Srikantan, Prof. B.S. Sonde, Mr. M. Lakshminarayan, Mr. Shekar Viswanathan and as members. The committee met five times during the Financial year under review and all its recommendations were accepted by the Board.

13. Nomination and Remuneration Committee and Stakeholders Relationship and Share Transfer Committee.

The present composition of the Nomination and Remuneration Committee includes Mr. Shekar Viswanathan, Chairman, Mr. M.R. Vikram, Prof. B.S. Sonde and Mr. M. Lakshminarayan as its members. The Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications of Independent Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. A copy of the policy forms part of this report vide Annexure- I. The Nomination and Remuneration Committee of a company has been obligated under Section 178 of the Act to formulate a policy for recommending to the Board of directors of the company for setting the criteria based on which the performance of every Director including the performance of the Board as a whole shall be assessed by the Board of Directors of the Company.

The Stakeholders Relationship and Share Transfer Committee comprises of Prof. B.S. Sonde, Chairman, Mr. Rabindra Srikantan and Mrs. Preeti Rabindra as its members.

14. Familiarisation Programme -

The Company has put in place an induction and familiarisation programme for all its Directors including the Independent Directors. The familiarisation programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of Listing Regulations, is uploaded on the website of the Company.- http://bit.do/ASM-ID-familiarisation

15. 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 has appointed BMP & Co., LLP, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR3 for the financial year ended March 31, 2018 is annexed as Annexure - III to the Report. There are no qualifications, reservations or adverse marks made by Secretarial Auditor in the Report.

16. Auditorâs Report

There are no qualifications, reservations or adverse remarks made by M/s B K Ramadhyani & Co , LLP , Chartered Accountants Statutory Auditors, in their report for the financial Year ended 31st March, 2018. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the company in the year under review.

17. 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 the Annual Report in form MGT 9 is annexed as Annexure - IV to this Report.

18. Conservation of energy, technology absorption and Foreign Exchange Outgo:

The companyâs operations involve low energy consumption. However the efforts to conserve and optimize the use of energy through improved operational method and other means will continue.

The company has not imported any technology .

Foreign exchange earnings and outgo-

During the financial year under review 91.51% of the revenue came from export of software services resulting in a foreign exchange inflow of Rs. 697.21 Mn. and the foreign exchange outgo on account of overseas salaries, traveling etc was Rs. 64.71 Mn.

19. Public Deposits

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

20. 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 with the requirements of Sexual harassment of Women at Workplace ( Prevention, Prohibition and Redressal) Act 2013. Your Company has through the Policy constituted a committee and has established a grievance procedure for protection against victimization. Your Company is committed to provide a healthy environment to all employees conducive to work without the fear of prejudice and gender bias. During the year under review , there were no cases filed pursuant to the said Act.

21. Details of Adequacy of Internal Financial Controls

Your Company has deployed adequate Internal Control Systems in place to ensure a smooth functioning of its business. The processes and systems are reviewed constantly and improved upon to meet the changing business environment. The Control Systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Companyâs assets. The Internal auditors periodically review the internal control systems, policies and procedures for their adequacy, effectiveness and continuous operation for addressing risk management and mitigation strategies

22. Particulars of Loans, guarantees or investments

Your company has not granted loans or corporate guarantees in the year under review. Investment during the year consists of investment in Mutual Fund (current investment) - Rs. 220.72 Mn.

23. Risk Management Policy

24. Corporate Social Responsibility Policy (CSR)

Your company has in pursuance to the provisions of Section 135 and Schedule VII of the Companies Act, 2013 constituted a CSR Committee of the Board to (a) formulate and recommend a CSR policy (b) recommend the amount of expenditure to be incurred on the CSR activities and (c) monitor implementation of the CSR policy from time to time. The terms of reference of the CSR committee are in accordance with Section 135 of the Companies Act 2013. The Committee comprises of Prof. B.S. Sonde, Chairman, Mr. M.R. Vikram, Mr. Rabindra Srikantan, Mr. Shekar Viswanathan, and Ms. Preeti Rabindra The Annual Report on CSR in the prescribed format is enclosed to this Report as Annexure-V.

25. Related Party Transactions

The company has in place formulated a Policy on materiality of Related Party transactions for dealing with such transactions in line with the requirements of the Listing Regulations with the Stock Exchange. The policy on related party transactions is available on the Companyâs website at - http://bit.do//ASM-rpt.

Particulars of contracts or Arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 in the format specified as Form AOC2 forms part of this Report as Annexure- VI

26. Board Evaluation

27. Remuneration to Director and Employees

Details/Disclosures of ratio of remuneration to each Director to median employeeâs remuneration as required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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- VII.

28 Corporate Governance Report

Your Company has taken adequate steps to adhere to all the stipulations as laid down in Pursuant to Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. As required, a Report on Corporate Governance is provided elsewhere in this Annual Report along with certificate from M/s B M P & Co, LLP, firm of practising Company Secretaries , confirming the compliance with the conditions of Corporate Governance as stipulated under the said Regulations is attached to this report.

29. Auditors

At the Annual General Meeting of the company held on 20th June 2017 the shareholders appointed M/s B K Ramadhyani & Co, LLP, Chartered Accountants, Bangalore, bearing Registration No.002878S/S00021 with the Institute of Chartered Accountants of India, as Statutory Auditors of the Company for a period of five years from conclusion of the 25th Annual Meeting of the Company, for audit of financial statement at a remuneration to be decided by the Audit Committee of the Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of traveling and out of pocket expenses incurred by them for the purpose of audit.

30. Acknowledgments

Your Directors take this opportunity to express their gratitude to -

State Bank of India, Overseas Branch, Bangalore, Karnataka, India and Indian Bank, Singapore for their support and guidance Central & State Governments, Software Technology Parks of India (STPI) and NASSCOM for their continued support.

For and on behalf of the Board

ASM Technologies Ltd.

Place : Bangalore M. R. Vikram Rabindra Srikantan

Date : 24.05.2018 Chairman Managing Director

Mar 31, 2017

To the Members.

We are pleased to present the 25th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2017

1. Financial Results (Rs. In lakhs)

	2016-2017	2015-2016
Income from Software services and Products	7396.79	10147.95
Other operating income	30.27	21.47
Employee cost	4527.91	6580.93
Other expenditure	1710.06	2900.31
Operating Profit before Interest Depreciation & Tax (EBIDTA)	1189.09	688.18
Depreciation	152.41	151.47
Interest	115.02	500.54
Other income	69.94	221.48
Profit/(Loss) before exceptional item	991.60	257.65
Exceptional item	-	1818.60
Profit/(Loss) before Tax (EBT)	991.60	2076.25
Current Tax	346.74	707.35
Deferred Tax Income/Expense	(23.23)	16.79
Net Profit /(Loss) (PAT)	668.09	1352.11
Profit & Loss bal brought forward	3740.65	2857.94
Amount available for appropriation	4408.74	4210.04
Interim Dividend	125.00	90.00
Proposed Final Dividend	125.00	-
Dividend Tax	52.25	79.39
Depreciation adjustment	-	-
Transfer to General Reserve	-	-
Balance in Profit & Loss A/c	4106.48	3740.65

2. Results of Operation

ASM along with its subsidiaries provide world class consulting and product development services in the areas of Engineering Services and Product R&D Services with successful Offshore Development and Support Centers in India and Overseas for its global clientele.

On the standalone front your company registered a total revenue of Rs. 7396.79 lakhs for the year ended 31st March 2017. Domestic sales was Rs. 334.88 lakhs while Export sales was Rs. 7061.91 lakhs. EBIdTa was at Rs. 1189.09 lakhs and Net profit after tax was Rs. 668.09 lakhs.

The Consolidated total revenue for the year ended 31st March 2017 was Rs. 8119.75 lakhs. EBIDTA was at Rs. 627.25 lakhs and Net Profit after tax at Rs. 116.25 lakhs.

3. Dividend

During the year 2016-17 the company declared an Interim dividend of Rs. 2.50/- on 19th October, 2016. In keeping with the Dividend policy, the Directors have recommended for approval of the members a final dividend of Rs. 2.50 /-per equity share of Rs 10/-each for the financial year 2016-2017. The dividend amount paid out if approved by members will be Rs.125.00 lakhs, interim paid Rs. 125 lakhs, while Rs. 52.25 lakhs will be paid by the company towards total dividend tax and surcharge thereon.

4. Subsidiary Companies

The consolidated Accounts of your Company and its subsidiaries viz., Advanced Synergic Pte Ltd, Singapore and Pinnacle Talent Inc, USA, duly audited are presented as part of this Report in accordance with Accounting Standard 21 and the Listing Regulations with the Stock Exchange, wherever applicable. The statement pursuant to the provisions to Section 129(3) of the Companies Act 2013, containing salient features of the financial statement of the Company''s Subsidiaries in FormAOC1 is given in Annexure -I1.

Your Company has formulated and adopted a âPolicy for determining Material Subsidiariesâ so that your company could identify such subsidiaries and formulate governance framework for them. Copy of the Policy form part of this Report in Annexure- III

5. Future Outlook

With the maturity of âGlobalization of Engineeringâ and âDigital & Mobile Technologyâ over the last few years, there is an intense race to rapidly create new products across the world, causing a âNew Product Revolutionâ. The thrust areas are in the Semiconductor Equipment, Medical Devices, Hi -Tech, Consumer Electronics, Automotive & Aerospace and Telecom industries.

This âNew Product Revolutionâ has opened opportunities for companies, like ASM, in the space of Engineering Services.

The IoT ( Internet of Things) offers quality space for new product development and ASM is working on creating its own products as well as Co-Creation for customer''s products. The next couple of years will be exciting in this space.

The future looks exciting and upbeat in the R&D - Products and Engineering Services Outsourcing (ESO) space. There are lot of drivers for the clients like Reducing Product Development Life Cycles, Global Competition and getting a first mover advantage by ring-fencing the IP. The clients are equally excited to collaborate with the Engineering Service providers, like ASM, to leverage their capability for global, regional and adjacent 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 disclosed separately in the Annual Report.

7. Board Meetings

During the year under review the Board of Directors held 6 meetings, on 11.05.2016, 22.06.2016, 23.07.2016, 19.10.2016, 30.01.2017, and 31.03.2017. The maximum interval between two meetings did not exceed 120 days.

8. Directors and Key Managerial Personnel

As per the provisions of Companies Act 2013 M Lakshminarayan , Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends is re- appointment.

The term of office of Rabindra Srikantan, Managing Director, is to expire on 7.11.2017. The Board of Directors at the meeting held on 06.05.2017, as per the recommendations made by the Nomination and Remuneration Committee have re-appointed Rabindra Srikantan, as the Managing Director of the Company , not liable to retire by rotation, for a period of three years with effect from 8.11.2017 , in accordance with provisions of Sections 196,197,203 and any other provisions of the Companies Act 2013 and the rules made there under ( including any statutory modifications or enactments thereof, for the time being in force) read with Part II section II (A)(ii) of Schedule V to the Companies Act 2013 and such other approvals as may be necessary, subject to the approval of the members, at the ensuing AGM by a special resolution.

9. Independent Directors

10. Director''s Responsibility Statement

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

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 the Company and that such internal financial controls are adequate and were operating effectively.

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

11. Significant and material orders passed by the regulators or courts and Material Changes and commitments affecting the financial position of the company .

12. Audit Committee

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

13. Nomination and Remuneration Committee and Stakeholders Relationship and Share Transfer Committee.

The present composition of the Nomination and Remuneration Committee includes Shekar Viswanathan, Chairman, Prof. B.S.Sonde, M Lakshminarayan and M.R. Vikram as its members. The Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications of Independent Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. A copy of the policy forms part of this report vide Annexure- I. The Nomination and Remuneration Committee of a company has been obligated under Section 178 of the Act to formulate a policy for recommending to the Board of directors of the company for setting the criteria based on which the performance of every Director including the performance of the Board as a whole shall be assessed by the Board of Directors of the Company.

The Stakeholders Relationship and Share Transfer Committee comprises of Prof. B.S. Sonde, Chairman and Rabindra Srikantan as its members.

14. Familiarization Programme -

15. 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 has appointed BMP & Co., LLP, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR3 for the financial year ended March 31, 2017 is annexed as Annexure - IV to the Report. There are no qualifications, reservations or adverse marks made by Secretarial Auditor in the Report.

16. Auditor''s Report

There are no qualifications, reservations or adverse remarks made by Sudhakar Pai Associates, Statutory Auditors in their report for the financial Year ended 31st March, 2017. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the company in the year under review.

17. Extract of Annual Return

18. Conservation of energy, technology absorption and Foreign Exchange Outgo:

The company''s operations involve low energy consumption. However the efforts to conserve and optimize the use of energy through improved operational method and other means will continue.

The company has not imported any technology .

Foreign exchange earnings and outgo

During the financial year under review 95.47 % of the revenue came from export of software services resulting in a foreign exchange inflow of Rs. 7061.91 lakhs and the foreign exchange outgo on account of overseas salaries, traveling etc was Rs. 754.94 lakhs

19. Public Deposits

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

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

21. Details of Adequacy of Internal Financial Controls

22. Particulars of Loans, guarantees or investments

Your company has not granted loans or corporate guarantees in the year under review. Investment during the year consists of investment in Mutual Fund ( current investment) - Rs. 1469.88 lakhs.

23. Risk Management Policy

24. Corporate Social Responsibility Policy (CSR)

Your company has in pursuance to the provisions of Section 135 and Schedule VII of the Companies Act, 2013 constituted a CSR Committee of the Board to (a) formulate and recommend a CSR policy (b) recommend the amount of expenditure to be incurred on the CSR activities and (c) monitor implementation of the CSR policy from time to time. The terms of reference of the CSR committee are in accordance with Section 135 of the Companies Act 2013. The Committee comprises of Prof. B.S. Sonde, Chairman, M.R.Vikram, Shekar Viswanathan, Rabindra Srikantan, and Preeti Rabindra The Annual Report on CSR in the prescribed format is enclosed to this Report as Annexure-VI

25. Related Party Transactions

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

Particulars of contracts or Arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 in the format specified as Form AOC2 forms part of this Report as Annexure- VIII

26. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board is required to monitor and review the Board evaluation framework. In line with the Corporate Governance Guidelines, Annual Performance Evaluation is conducted for all Board Members as well as the working of the Board and its Committees. The Board works with the Nomination and Remuneration committee to lay down the evaluation criteria for the performance of executive/nonexecutive/independent directors through a peer evaluation, excluding the director being evaluated through a Board effectiveness survey. The questionnaire of the survey forms an integral part of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement. Each Board member is required to evaluate the effectiveness of the Board and its committees on various parameters and feed back on each Director is part of the survey. The outcome of the Board evaluation for the financial year 2016-17 was discussed by the Board at their meeting held in March 2017.

27. Remuneration to Director and Employees

Details/Disclosures of ratio of remuneration to each Director to median employee''s remuneration as required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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

28 Corporate Governance Report

29. Auditors

At the Annual General Meeting of the company held on 14th August, 2015 Sudhakar Pai Associates, Chartered Accountants was appointed as statutory Auditors the Company to hold office till the conclusion of the AGM to be held in the year 2017. With the conclusion of their three year period, as per Section 139(2) of the Companies Act 2013, the Board of Directors have at their meeting held on the 6th of May, 2017, based on the proposal made by the Nomination & Remuneration committee, recommended the appointment of B K Ramadhyani & Co, LLP, Chartered Accountants, Bangalore, bearing Registration No.002878S/S00021 with the Institute of Chartered Accountants of India, as Statutory Auditors of the Company from conclusion of the 30th Annual Meeting of the Company for audit of financial statements, subject to ratification by the shareholders annually at a remuneration to be decided by the Audit Committee of the Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of traveling and out of pocket expenses incurred by them for the purpose of audit.

30. Acknowledgments

Your Directors take this opportunity to express their gratitude to -

Our esteemed customers, shareholders, vendors, business partners, advisors and consultants for their unstinted support.

The contribution made by our employees at all levels. Our consistent growth was made possible by their solidarity, cooperation and support.

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

Central & State Governments, Software Technology Park (STPI) and NASSCOM for their continued support.

For and on behalf of the Board

ASM Technologies Ltd.

Place : Bangalore M. R. Vikram Rabindra Srikantan

Date : 06.05.2017 Chairman Managing Director

Mar 31, 2015

To the Members,

We are pleased to present the 23rd Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2015.

1. Financial Results (Rs. In lakhs) Particulars 2014-2015 2013-2014

Income from software services and Products 10941.74 10440.53

Software development expenses 8065.24 8084.50

Gross Profit 2876.50 2356.03

Administrative expenses 1211.97 821.86

Operating Profit before Interest Depreciation & Tax (EBIDTA) 1664.53 1534.17

Depreciation 157.45 117.43

Interest 389.77 234.25

Other income 167.72 213.37

Profit/-Loss before Tax (EBT) 1285.03 1395.86

Provision for Tax 484.80 418.76

Deferred Tax Income/-Expense (27.93) (11.37)

Net Profit /-Loss (PAT) 828.16 988.47

Profit & Loss bal brought forward 2337.96 1712.20

Amount available for appropriation 3166.13 2700.67

Interim Dividend 60.00 50.00

Proposed Final Dividend 40.00 90.00

Dividend Tax 20.14 22.71

Depreciation adjustment 88.04 -

Transfer to General Reserve 100.00 200.00

Balance in Profit & Loss A/c 2857.94 2337.96

2. Results of Operation

On the standalone front your company registered a total revenue of Rs. 10941.74 lakhs for the year ended 31st March 2015, a growth of 4.8% over the same period the previous year. Domestic sales was Rs. 4190.92 lakhs while Export sales was Rs. 6750.83 lakhs, EBIDTA was at Rs. 1664.53 lakhs, while Profit after tax was Rs. 828.16 lakhs.

The Consolidated total revenue for the year ended 31st March 2015 was Rs. 16,384.92 lakhs. EBIDTA was at Rs. 1676.66 lakhs while Profit after tax was Rs. 503.53 lakhs.

3. Dividend / Transfer to Reserves

With a view to augment resources for long term growth the Directors have recommended for approval of the members a final dividend of Rs. 0.80/- per equity share of Rs. 10/- each for the financial year 2014-2015.The dividend amount paid out if approved by members will be Rs. 40.00 lakhs, interim paid Rs. 60.00 lakhs, while Rs. 20.14 lakhs will be paid by the company towards total dividend tax and surcharge thereon.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the company to be met by internal cash accruals and the shareholders' aspirations.

Your company proposes to transfer Rs. 100.00 lakhs to General Reserve out of the amount available for appropriations and an amount of Rs. 2857.94 lakhs is proposed to be retained in the Profit & Loss Account.

4. Subsidiary Companies

The consolidated Accounts of your Company and its subsidiaries viz., Advanced Synergic Pte Ltd, Singapore and Pinnacle Talent Inc, USA, duly audited are presented as part of this Report in accordance with Accounting standard 21 and the Listing Agreement with the Stock Exchange, wherever applicable. The statement pursuant to the provisions to Section 129(3) of the Companies Act 2013, containing salient features ofthe financial statement ofthe Company's Subsidiaries in FormAOC1 is given in Annexure - II.

During the financial year under review your Company formulated and adopted a "Policy for determining Material Subsidiaries" so that your company could identify such subsidiaries and formulate governance framework for them. Copy ofthe Policy form part of this Report in Annexure - III.

5. Future Outlook

We are in the exciting times the way business is done across the world, what with the proliferation of the Digital Technology, Mobility Apps, Social Media and the Analytics both for an enterprise and the end-users perspective.

In the cusp of this accelerated growth phase, New Technologies are changing the "Traditional" Practice to "Smart" Practice and this is accentuated by the early adoption in the Enterprises and the Government.

The stage is set for an exponential growth aided by the New Generation Entrepreneurs / Start-Ups. All of this means that there is a new wave of "innovation". There is a convergence of Engineering R&D, Hardware, Software, Telecommunication, Internet which is setting the pace. ASM is well aligned and poised to capitalise on this wave by consolidating its position as an innovative and nimble organization by offering more services to the existing clients across other geographies and in the process acquiring new clients. This steep growth phase, set in a different trajectory, will also set a platform to have more long term strategic partnerships with the customers moving up the value chain from project mode to centre of excellence to Intellectual Property (IP) oriented Innovation.

The last one year has seen a leap frog in the value add and Innovation by ASM to its customers in both IT and Engineering fields. Thus the investments made in Ideation, Engineering Design, Prototyping and Proving the Concepts thereby setting new benchmark with the elite clientele is the testimony of the re-alignment.

In the coming year, this model will get amplified with more such Innovation and also supporting on the Supply Chain.

New client acquisitions will be through addition of specialized sales and technology & delivery and specializations in more Industry Verticals which offer high growth.

6. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under clause 45 (viii)(D)(1) of the Listing Agreement is disclosed separately in the Annual Report.

7. Board Meetings

During the year under review the Board of Directors met 12 times viz, on 03.05.2014, 28.06.2014, 29.07.2014, 30.08.2014, 27.10.2014, 29.10.2014, 17.11.2014, 16.12.2014, 20.01.2015, 11.02.2015, 28.02.2015, and 28.03.2015. The maximum interval between two meetings did not exceed 120 days.

8. Directors and Key Managerial Personnel

At the last Annual General Meeting of your Company held on the 28th of June, 2014, Mr. M.R.Vikram, Prof. B.S.Sonde and Mr. Shekar Viswanathan were appointed as Independent Directors, for a specific tenure in accordance with Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

During the year under review Ms. Preeti Rabindra was appointed as an Additional Director to fulfill the requirement of appointing a Woman Director on the Board of your company and at the ensuing Annual General Meeting it is proposed to appoint her as a Director to retire by rotation.

Mr. Narsingh .L.Rathod, has been appointed as the Chief Financial Officer and also as a Key Managerial Personnel of your company with effect from 26th May, 2015.

9. Independent Directors

During the financial year under review your company has laid down the procedures to be followed for familiarizing the Independent Directors with their duties, functions , roles and responsibilities in the company. Your company has received the necessary declaration from the Independent Directors under Section 149(7) of the Companies Act 2013 and they have met the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013.

10. Director's Responsibility Statement

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

a) in the preparation of the annual accounts, for the financial Year 2015, the applicable accounting standards has 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 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 the Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively.

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

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

The Board in its meeting held on February 28, 2015 subject to securing the requisite approval from shareholders through Postal Ballot, approved the proposal to sell certain portion of the Company's business pursuant to the execution of a non-binding Letter of Intent dated February 28, 2015 ("Letter of Intent") to sell, transfer or caused to be sold and transferred through an asset deal, slump sale or acquisition of one or more of the subsidiaries of the company or special purpose vehicles to be incorporated to that effect or any other mode as approved by the Board, of certain assets of the company relating to its business, of enterprise application solution that provides implementation, up-gradation and support services to Alten SA, a company organized under the laws of France, having its office at avenue Andre Morizet, 92513 Boulogne-Billancourt Cedex, France by itself or through its affiliates for a consideration and other terms and conditions as set out in the Letter of Intent.

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 year under review and all its recommendations were accepted by the Board.

Your Company has established the Vigil Mechanism, an Ombuds process which is a channel for receiving and redressing of employees complaints. This mechanism covers questionable financial or accounting matters and reporting fraudulent financial information to the shareholders, the government or any other legal authority. This meets the requirement under Section 177(9) and10 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

13. Nomination and Remuneration Committee and Stakeholders Relationship and Share Transfer Committee.

During the year under Review your Company has reconstituted the Nomination and Remuneration Committee and Stakeholders Relationship and Share Transfer Committee in line with the requirements of the Companies Act 2013 and the Listing Agreement with the Stock Exchange.

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

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 has appointed Ms. Mangala Rohith, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR3 for the financial year ended March 31,2015 is annexed as Annexure - IV to the Report.

The following qualifications were observed by the Secretarial Auditor in her Report to which the Board has shared the following explanations:

Qualification 1: Non compliance of section 152 [6] of the Act- at the last AGM held on 28.06.2014- [ No resolution for any director to retire by rotation]

Response: Based on the following constitution ofthe Board there was no scope for any Director to retire by rotation -

1. 1 Executive Director (Managing Director) not liable to retire by rotation as per Articles of Association ofthe company

2. 3 of the Independent Directors were appointed for a period of 5 years, not to retire by rotation as per provisions of Section 149 of Companies Act 2013.

Qualification 2:Non appointment of CFO as at 31st March 2015 [section 203 non compliance]

Response: In complying with the provisions of Section 203 of the Companies Act 2013 regarding appointment of CFO your company was in the process of identifying a suitable person and accordingly has appointed Mr. Narsingh Rathod as CFO ofthe company effective 26th, May 2015.

15. Auditor's Report

There are no qualifications, reservations or adverse remarks made by M/s Sudhakar Pai Associates, Statutory Auditors in their report for the financial Year ended 31st March, 2015. The Statutory Auditors have not reported any incident of fraud to the Audit Committee 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 the Companies (Management and Administration) Rules 2014, an extract ofthe Annual Report in form 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 to conserve and optimize the use of energy through improved operational method and other means will continue. The Company has not imported any technology during the year.

Foreign exchange earnings and outgo

During the financial year under review, 62% of the revenue came from export of software services to clients in USA, Singapore and Germany resulting in a foreign exchange inflow of Rs. 6750.83 lakhs and the foreign exchange outgo on account of overseas salaries, travelling etc was Rs. 1491.97 lakhs

18. Public Deposits

Your Company has not accepted any deposits from the public during the financial year under 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 with the requirements of Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Your Company has through the Policy constituted a committee and has established a grievance procedure for protection against victimization. Your Company is committed to provide a healthy environment to all employees conducive to work without the fear 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 smooth functioning of its business. The processes and systems are reviewed constantly and improved upon to meet the changing business environment. The Control Systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Company's assets. The Internal auditors periodically review the internal control systems, policies and procedures for their adequacy, effectiveness and continuous operation for addressing risk management and mitigation strategies.

21. Particulars of Loans, guarantees or investments

Your company has not granted loans or corporate guarantees in the year under review but the balance outstanding as on 31st March 2015 in respect of those granted in the earlier years is provided in Note 28 of Notes forming part of the financial statements.

22. Risk Management Policy

The Risk management Policy of your company continuously evaluates the various risks surrounding business and seeks to review and upgrade its risk management process. To further the endeavour your Board constantly formulates strategies directed at mitigating these risks which get implemented at the Executive Management level and a regular update is provided to the Board.

23. Corporate Social Responsibility Policy (CSR)

Your has in pursuance to the provisions of Section 135 and Schedule VII of the Companies 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 be incurred on the CSR activities and (c) monitor implementation of the CSR policy from time to time. The terms of reference of the CSR committee are in accordance with Section 135 of the Companies Act 2013. The Committee comprises of Mr. M.R.Vikram, Mr. Rabindra Srikantan, Prof. B.S. Sonde and Mr. Shekar Viswanathan. The Annual Report on CSR in the prescribed format is enclosed to this Report as Annexure-VI

24. Related Party Transactions

During the financial year under review, in line with the requirements of the Listing Agreement entered with the Stock Exchange your company has formulated a Policy on materiality of Related Party transactions for dealing with such transactions. A copy of the Policy forms part of this Report as Annexure- VII

Particulars of contracts or Arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 in the format specified as Form AOC2 forms part ofthis Report as Annexure- VIII

25. Board Evaluation

Pursuant to the provisions of the Companies Act 2013, Clause 49 of the Listing Agreement peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of the Committees of the Board was conducted. This evaluation was led by the Chairman of the Board and Nomination and Remuneration Committee with focus on the performance and effective functioning of the Board. The evaluation process also considered the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

26. Remuneration to Director and Employees

Details/Disclosures of ratio of remuneration to each Director to median employee's remuneration as required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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 Exchanges

Your company is current with regard to payment of Annual Listing fees with BSE 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 in Clause 49 of the Listing Agreement. As required, a Report on Corporate Governance is provided elsewhere in this Annual Report along with Auditor's Certificate on compliance thereof.

29. Auditors

M/s. Sudhakar Pai Associates, Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have expressed their willingness to accept office if re-appointed .

30. Acknowledgements

Your Directors take this opportunity to express their gratitude to

- Our esteemed customers, employees, shareholders, vendors, business partners, advisors and consultants for their unstinted support.

- State Bank of India, Overseas Branch, Bengaluru, Indian Bank, Singapore, State Bank of India, San Jose, DBS Bank Ltd, Bengaluru, Bank ofBaroda, Bengaluru, for their support and guidance.

- Central & State Governments, Software Technology Park (STPI) and NASSCOM for their continued support.

For and on behalf of the Board

Place : Bengaluru M. R. Vikram Rabindra Srikantan Date : 26th May, 2015 Chairman Managing Director

Mar 31, 2013

To the Members,

The are pleased to present the 21st Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2013.

1. Financial Results

(Rs. In lakhs)

2012-13 2011-12

Income from software services and products 9061.81 7114.17

Software development expenses 6977.62 5638.06

Gross Profit 2084.19 1476.11

Administrative expenses 704.82 401.23

Operating Profit before Interest Depreciation & Tax (EBIDTA) 1379.37 1074.88

Depreciation 99.31 71.87

Interest 219.36 178.60

Other income 181.94 178.14

Profit/-Loss before Tax (EBT) 1242.64 1002.55

Provision for Tax 350.43 272.26

Deferred Tax Income/-Expense 2.22 2.75

Net Profit /-Loss (PAT) 889.99 727.54

Profit & Loss bal brought forward 1267.49 985.23

Amount available for appropriation 2157.48 1712.77

Interim Dividend 60.00

Proposed Final Dividend 65.00 125.00

Dividend Tax 20.27 20.27

Transfer to General Reserve 300.00 300.00

Balance in Profit & Loss A/c 1712.21 1267.49

2. Results of Operation

On the standalone front the company registered a total revenue of Rs.9061.81 lakhs for the year ended 31st March 2013,a growth of 27.38 % over the sa me period the previous year. Domestic sales was Rs.3562.44 lakhs while Export sales was Rs. 5499.37 lakhs an increase by 47% to that of the previous year. EBIDTA was at Rs. 1392.58 lakhs, up 26.73% YoY while Profit after tax increased by22.32 % YoY to Rs.889.99 lakhs.

The Consolidated total revenue of Rs.17520.54 lakhs for the year ended 31st March 2013 registered a growth of 20.36% over the same period the previous year. EBIDTA was at Rs. 1792.24 lakhs while Profit aftertax was Rs. 1065.62 lakhs.

3. Dividend

With a view to augment resources for long term growth of the company the Directors have recommended for approval of the members a final dividend of Rs.1.30 per equity share of Rs 10/-each for the financial year 2012-2013. The dividend amount paid out if approved by members will be Rs.65.00 lakhs, interim paid Rs. 60.00 lakhs , while Rs.20.28 lakhs will be paid by the company towards total dividend tax and surcharge thereon.

The dividend payout for the year under review has been formulated in accordance with the Company`s policy to pay sustainable dividend linked to long term growth objectives of the company to be met by internal cash accruals and the shareholders` aspirations.

4. Transfer to Reserves

The company proposes to transfer Rs.300.00 lakhs to General Reserve out of the amount available for appropriations and an amount of Rs. 1712.21 lakhs is proposed to be retained in the Profit & Loss Account.

5. Subsidiaries

Advanced Synergic Pte Ltd - achieved a gross revenue of Rs.2937.57 lakhs for the year ended 31st March, 2013 and registered a pre tax profit of Rs 241.65 lakhs for the year under review.

Pinnacle Talent Inc, USA- achieved a gross revenue of Rs.2188.06 lakhs and a pre tax profit of Rs.3.59 lakhs for the year ended 31st March 2013.

ESR Associates Inc,. USA - achieved a gross revenue of Rs732.37 lakhs and a pre tax loss of Rs.61.89 lakhs for the year ended 31st March, 2013.

Abacus Business Solutions Inc- achieved a gross revenue of Rs.5544.56 lakhs for the period ended 31st March, 2013 and regis- tered a pre tax profit of Rs.44.02 lakhs for the above said period.

In ac cordance with the general circular No.2/2011 dt. 8th February, 2011 issued by the Ministry of Corporate Affairs, Govern- ment of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

6. Future Outlook

There are headwinds in the Global Economic Trend which will have an impact on the IT/Engineering spends by some of the indus- try verticals. While this would not lead to a recessionary outlook, it will be a challenge to meet the client & market expectations without much increase in the budgets.

ASM will continue to consolidate and grow by increasing service offerings to the existing client base across existing and new ge- ographies along with new client acquisitions. The efforts of working towards a strategic relationship with key clients has yielded results, some of this will result in additional revenues during this fiscal.

In our effort to step up non-linear growth, some of the key designs by the Engineering Services group are being prototyped and will be manufactured in limited quantities through partner companies and delivered to strategic customers.

ASM has been developing some products as co-development with key technology companies, some of these technologies will mon- etize during this fiscal.

Geographical Areas of Operation

ASM has increased focus on Europe and is expanding into some of the African countries as well.

New Initiatives in Engineering Services

The Engineering Services has been expanded to design prototypes for some of the new product initiatives. These key product de- signs will also be manufactured through partner companies and delivered to our strategic customers.

New Initiatives in Enterprise Applications

During the year ASM signed an agreement to work with Oracle to co-develop Oracle Fusion Value Chain Planning applications. ASM, a Gold level member of Oracle Partner Network (OPN), is one of several members of OPN that will provide engineering and functional resources to assist in the development of the next generation of Oracle Fusion Value Chain Planning applications. Under this initiative, ASM will work on two separate co-development projects for the next release of Oracle Fusion Value Chain Planning applications. This is a significant investment in Oracle Fusion, benefiting, both Oracle and preparing our consulting team with the depth of knowledge they require to deploy these new products.

7. Awards

During the year the company was awarded the Winner for the category "Best Exporter- Services (Small)" at the ''ECGC - D&B Indian Exporters'' Excellence Awards 2012''.

8. Corporate Social Responsibility

During the year the company made a contribution to American Cancer Society. The company also donated 15 desk tops to Agastya International Foundation, a Bangalore-based education trust seeking to transform and stimulate the thinking of rural children and teachers

9. Management Discussion and Analysis Report

The Report on Management''s Discussion and Analysis covering matters listed inter alia in Clause 49 of the Listing Agreement for the year under review is attached to this Report.

10. Directors Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act 1956, the Directors based on all representations received from the operating management confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures:

2. The Company had selected the 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;

3. The Company had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts of the company are prepared on a going concern basis.

11. Corporate Governance Report

As required vide Clause 49 of the Listing Agreement , a Report on Corporate Governance is provided elsewhere in this Annual Report along with Auditor" s Certificate on compliance thereof.

12. Secretarial Audit Report

As a measure of good corporate governance practice, the company appointed Mr. M.R. Gopinath, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company. The Secretarial Audit Report for the financial year ended March, 31st 2013, is provided in the Annual Report. The Secretarial Audit Report confirms that the company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996,Listing Agreements with the Stock Exchanges and all the Regulations and Guidelines of the Securities and Exchange of India ( SEBI). A copy of the report is provided elsewhere in the Annual Report.

13. Directors

The year 2012-2013 saw the sad demise of the senior most Director on the Board , Dr. R.P.Shenoy. The Directors place on record their sincere appreciation of the valuable services , advice and guidance given by Dr. R.P.Shenoy, during his long tenure on the Board.

As per Article 131 of the Articles of Association of the company Mr. M.R.Vikram, Director, retires by rotation and is eligible for reappointment.

Brief profile of the Director proposed for re-appointment is given after the Notice to the ensuing AGM.

14. Particulars of employees

Information as per Section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975- Expenditure on employees employed for the year/part of the year who were in receipt of remuneration which in the aggregate is not less than Rs. 5,00,000 per month is not applicable for the year 31st March 2013. This is in view of the Notification dated 31.3.2011by the Ministry of Corporate Affairs raising the limit of employee`s salary to be disclosed in Directors Report. It is fur- ther clarified vide General Circular No.23/2011 dt. 3.5.2011 of the Ministry of Company Affairs that the above said notification is applicable to all Directors Report under Section 217 of the Companies Act 1956, approved by the Board on or after 1st of April, 2011, irrespective of the accounting year of the annual accounts being approved by the Board.

15. Conservation of energy, technology absorption:

The company''s operations involve low energy consumption. However the efforts to conserve and optimize the use of energy through improved operational method and other means will continue.

The Company has not imported any technology during the year.

Foreign exchange earnings and outgo

During the year, the Foreign Exchange earned was Rs. 5499.37 lakhs and Foreign Exchange used was Rs 1588.47 lakhs.

16. Fixed Deposits

The Company has not accepted any deposits from the public during the year.

17. Auditors

M/s. Sudhakar Pai Associates, Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meet- ing and are eligible for re-appointment. They have expressed their willingness to accept office if re-appointed and the company received certificate from them confirming that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment, within the meaning of Sub-sections (3) and (4) of Section 226 of the Companies Act, 1956.

18. Acknowledgements

Your Directors take this opportunity to express their gratitude to

- Our esteemed customers, employees, shareholders, vendors, business partners, advisors and consultants for their unstinted support.

- State Bank of India, Overseas Branch, Bangalore, DBS Bank Ltd, Bangalore, Bank of Baroda, Bangalore, Indian Bank , Singapore and State Bank of India San Jose for their support and guidance

- Central & State Governments, Software Technology Park (STPI) and NASSCOM for their continued support.

For and on behalf of the Board

Place : Bangalore M.R. Vikram Rabindra Srikantan

Date : 11th May, 2013 Chairman Managing Director

Mar 31, 2012

The are pleased to present the 20th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2012.

1. Financial Results

(Rs. In lakhs) 2011-1012 2010-11

Income from software services and products 7114.17 6232.74

Software development expenses 5638.06 4904.34

Gross Profit 1476.11 1328.40

Administrative expenses 401.23 327.73

Operating Profit before Interest 1074.88 1000.67

Depreciation & Tax (EBIDTA)

Depreciation 71.87 61.00

Interest 178.60 146.24

Other income 178.14 40.17

Profit/-Loss before Tax (EBT) 1002.55 833.60

Provision for Tax 272.26 166.82

Deferred Tax Income/-Expense 2.75 14.83

Net Profit /-Loss (PAT) 727.54 651.94

Profit & Loss Balance brought forward 985.23 549.89

Amount available for appropriation 1712.77 1201.84

Dividend 125.00 100.00

Dividend Tax 20.27 16.61

Transfer to General Reserve 300.00 100.00

Balance in Profit & Loss A/c 1267.49 985.23

2. Results of Operation

Considering the uncertain global economic environment the performance of the company during 2011-2012 has been very gratifying with a consolidate revenue growth of 30% Year-on-Year.

On a standalone basis the company registered a total revenue of Rs.7114.17 lakhs for the year ended 31st March 2012,a growth of 14.14% over the same period the previous year. Domestic sales was Rs.3372.34 lakhs while Export sales was Rs.3741.83 lakhs an increase by 34.50% to that of the previous year. EBIDTA was at Rs.1074.88 lakhs while Profit after tax increased by 11.59 % to Rs. 727.53 lakhs.

On a Consolidated basis the company registered a total revenue of Rs.14557.00.lakhs for the year ended 31st March 2012,a growth of 30 % over the same period the previous year. EBIDTA was at Rs.1721.41 lakhs while Profit after tax increased by 83.90% to Rs.1154.66 lakhs.

3. Dividend

Based on the Company's performance, the Directors are pleased to recommend for approval of the members a dividend of Rs. 2.50 per equity share of Rs 10/-each for the financial year 2011-2012. The total dividend amount paid out if approved by members will be Rs.125 lakhs while Rs. 20.27 lakhs will be paid by the company towards dividend tax and surcharge thereon.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the company to be met by internal cash accruals and the shareholders' aspirations.

4. Transfer to Reserves

The company proposes to transfer Rs.300.00 lakhs to General Reserve out of the amount available for appropriations and an amount of Rs. 1267.49 lakhs is proposed to be retained in the Profit & Loss Account.

5. Subsidiaries

Advanced Synergic Pte Ltd - achieved a gross revenue of Rs. 3337.65 lakhs for the year ended 31st March, 2012 as against Rs. 1628.01 lakhs for the same period last year, a growth of 105%. The Company registered a pre tax profit of Rs 412.82 lakhs for the year under review.

Pinnacle Talent Inc, USA- achieved a gross revenue of Rs.2040.45 lakhs and a pre tax profit of Rs.82.08 lakhs for the year ended 31st March 2012.

ESR Associates Inc,. USA - achieved a gross revenue of Rs 954.47 lakhs and a pre tax loss of Rs.46.08 lakhs for the year ended 31st March, 2012.

Abacus Business Solutions Inc- achieved a gross revenue of Rs. 5160.91 lakhs for the period ended 31st March, 2012 and registered a pre tax profit of Rs.66.14 lakhs for the above said period.

In accordance with the general circular No.2/2011 dt. 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

6. Future Outlook

The Global Economic Trend is up against strong headwinds this year and may slow down the growth, decision and spending process. While this would not lead to a recessionary outlook, it will be a challenge to meet the client & market expectations without much increase in the budgets. One of the ways to address this is to provide value based solutions to the customers and thereby provide a platform to innovate in better processes and products. With such an approach, the IT industry, which will be the driver for value based solutions, can consolidate its relationships with the customer on a sustained basis.

ASM will leverage this phase in consolidating and growing the organization by offering more services to the existing clients across other geographies and new client acquisitions. This phase will also set a platform to have more long term strategic partnerships with the customers moving up the value chain from project mode and center of excellence.

In view of meeting the global customer's current and future requirements ASM has embarked on a set of initiatives to meet the changing demands. One of the key initiatives is the creation of ARISE (ASM Research and Innovation Step for Excellence) with a mission to creation of New Products, Processes for long term growth and sustenance.

The existing clients will be offered cross solutions across various technologies thus moving from a Technology Competency to Industry Vertical Specialization relationship thus aligning more deeply with the Client's business. This model will be extended to the New Clients as the relationship progresses.

New client acquisitions will be through addition of specialized sales and delivery professionals across geographies, through new company acquisitions and specializations in more Industry Verticals which offer high growth.

Geographical Areas of Operation

The company has increased its presence in US to 4 offices, apart from India, Singapore and UK.

Expansion Areas

More Industry Specific Applications

ASM has embarked on deploying multi-solutions for the Industry Specific needs to address the Enterprise Solutions, Engineering and Technology Solutions. The focused sectors being Hi - Tech , Consumer Products , Process Industry, Clean Power Industry and Services Industry.

Paradigm Change in the way the Global Markets communicate

- Enterprise Mobility Solution: Enterprises are looking at various ways to meet their customer's needs and excel in operations leading to higher productivity. With growing deep penetration and adaptation of the mobile devices, ASM is working with customers in various Mobile Applications for the Enterprise, in a secure environment, which will empower them and their customers on near real time basis in achieving their objectives.

- Cloud Computing : ASM is working on cloud computing, which will be an inclusive solution program and change the way the Industries / Business communicate with their internal and external stakeholders across multiple geographies. This solution will further be refined for Specialized Industry Verticals.

Additional offerings to Enterprise Applications

- Development of Next Generation Products: ASM is a partner of choice for Co- Development of Products for the Fortune 500 Companies. The products under development are in the Integrated Enterprise Applications and Social Network Solutions for the Enterprise.

- Development of Adaptors for Enterprise Solutions: With diverse applications used by various clients based on their business needs, ASM has embarked on Development of Adaptors in partnership with ERP ISVs ( Independent Software Vendors) which will seamlessly integrate multiple Enterprise Applications.

7. Corporate Social Responsibility

An essential component of our Corporate Social Responsibility is to care for the community. In recognizing the imperative need the company has continued its contribution for the year 2011-12 by donating a sum of Rs.1.41 lakhs to the Akshaya Patra Foundation (ISCKON) towards providing Free Midday Meal for under privileged children in School, Rs. 1.00 lakhs to Agastya International Foundation a Bangalore-based education trust seeking to transform and stimulate the thinking of rural children and teachers ,Rs.0.35 lakhs to the Bale Mane Trust , which provides shelter and education to girls between the age of 6 and 18 and Rs. 0.24.lakhs to the SOS villages of India which helps build families for children in need and enables them shape their own futures.

8. Management Discussion and Analysis Report

The Report on Management's Discussion and Analysis covering matters listed inter alia in Clause 49 of the Listing Agreement for the year under review is attached to this Report.

9. Directors Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act 1956, the Directors based on all representations received from the operating management confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures:

2. The Company had selected the 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;

3. The Company had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts of the company are prepared on a going concern basis.

10. Corporate Governance Report

As required vide Clause 49 of the Listing Agreement , a Report on Corporate Governance is provided elsewhere in this Annual Report along with Auditor's Certificate on compliance thereof.

11. Secretarial Audit Report

As a measure of good corporate governance practice, the company appointed Mr. M.R. Gopinath, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company. The Secretarial Audit Report for the financial year ended March, 31st 2012, is provided elsewhere in the Annual Report. The Secretarial Audit Report confirms that the company has com- plied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges and all the Regulations and Guidelines of the Securities and Exchange of India ( SEBI).

12. Directors

As per Article 131 of the Articles of Association of the company Prof.B.S. Sonde, Director, retires by rotation and is eligible for reappointment.

Brief profile of the Directors proposed for re-appointment/appointment is given after the Notice to the ensuing AGM.

13. Particulars of employees

Information as per Section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975- Expenditure on employees employed for the year/part of the year who were in receipt of remuneration which in the aggregate is not less than Rs. 5,00,000 per month is not applicable for the year 31st March 2012. This is in view of the Notification dated 31.3.2011by the Ministry of Corporate Affairs raising the limit of employee's salary to be disclosed in Directors Report. It is fur- ther clarified vide General Circular No.23/2011 dt. 3.5.2011 of the Ministry of Company Affairs that the above said notification is applicable to all Directors Report under Section 217 of the Companies Act 1956, approved by the Board on or after 1st of April, 2011, irrespective of the accounting year of the annual accounts being approved by the Board.

14. Conservation of energy, technology absorption:

The company's operations involve low energy consumption. However the efforts to conserve and optimize the use of energy through improved operational method and other means will continue.

The Company has not imported any technology during the year.

Foreign exchange earnings and outgo

During the year, the Foreign Exchange earned was Rs. 3741.83 lakhs and Foreign Exchange used was Rs 1006.61 lakhs.

15. Fixed Deposits

The Company has not accepted any deposits from the public during the year.

16. Auditors

M/s. Sudhakar Pai Associates, Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have expressed their willingness to accept office if re-appointed and the company received certificate from them confirming that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment, within the meaning of Sub-sections (3) and (4) of Section 226 of the Companies Act, 1956.

17. Acknowledgements

Your Directors take this opportunity to express their gratitude to

- Our esteemed customers, employees, shareholders, vendors, business partners, advisors and consultants for their unstinted support.

- State Bank of India, Overseas Branch, Bangalore, SBI Global Factors Ltd. Bangalore, Bank of Baroda, Bangalore, Indian Bank, Singapore, State Bank of India, Chicago and San Jose for their support and guidance

- Central & State Governments, Software Technology Park (STPI) and NASSCOM for their continued support.

For and on behalf of the Board

Place : Bangalore M.R. Vikram Rabindra Srikantan

Date : 11th May, 2012 Chairman Managing Director

Mar 31, 2011

We are pleased to present the 19th Annual Report together with the Audited Accounts of the Company for the year ended 31st March

2011

1. Financial Results

(Rs. in Lakhs)

2010 - 2011 2009 - 2010

Income from software services and products 6232.75 4279.20

Software development expenses 4904.35 3555.22

Gross Profit 1328.40 723.98

Administrative expenses 312.10 191.84

Operating Profit before Interest 1016.30 532.14

Depreciation & Tax (EBIDTA)

Depreciation 61.00 30.03

Interest 146.24 120.61

Profit/-Loss before Tax & Other Income 809.06 381.50

Other income 40.17 30.73

Profit/-Loss before Tax (EBT) 849.23 412.23

Provision for Doubtful Debt 15.64 -

Provision for Tax 166.82 82.27

Deferred Tax Income/-Expense 14.83 (12.86)

Net Profit /-Loss (PAT) 651.94 342.82

Profit/-Loss A/c Balance brought forward 549.90 327.78

Amount available for appropriation 1201.84 670.10

Dividend 100.00 60.00

Dividend Tax 16.61 10.20

Transfer to General Reserve 100.00 50.00

Balance in Profit & Loss A/c 985.23 549.90

2. Results of Operation

Overall, 2010-2011 has been a very satisfying year, as the company emerged stronger out of the global economic downturn and recorded a growth of 61.96% over the previous years consolidated revenues.

On a standalone basis the company registered a total revenue of Rs.6232.75 lakhs for the year ended 31st March 2011,a growth of 45.65% over the same period the previous year. Domestic sales was Rs.2781.93 lakhs while Export sales was Rs.3450.81 lakhs. EBIDTA was at Rs.1016.30 lakhs while Net Profit increased by 90.16 % to Rs. 651.94 lakhs.

On a Consolidated basis the company registered a total revenue of Rs.11,164.65. lakhs for the year ended 31st March 2011, a growth of 61.96 % over the same period the previous year. EBIDTA was at Rs.1099.19 lakhs while Net Profit increased by 95.06% to Rs.627.87 lakhs.

3. Dividend

Based on the Companys performance, the Directors are pleased to recommend for approval of the members a dividend of Rs. 2/- per equity share of Rs. 10/- each for the financial year 2010-2011. The total dividend amount paid out if approved by members will be Rs. 100.00 lakhs while Rs. 16.61 lakhs will be paid by the company towards dividend tax and surcharge thereon.

The dividend payout for the year under review has been formulated in accordance with the Companys policy to pay sustainable dividend linked to long term growth objectives of the company to be met by internal cash accruals and the shareholders aspirations.

4. Transfer to Reserves

The company proposes to transfer Rs.100.00 lakhs to General Reserve out of the amount available for appropriations and an amount of Rs. 985.23 lakhs is proposed to be retained in the Profit & Loss Account.

5. Acquisition

During the year the company signed a definitive agreement to acquire 100% of Abacus Business Solutions, Inc., US based firm in an all cash deal. The acquisition was through the companys wholly owned subsidiary, Advanced Synergic pte Ltd, Singapore. Abacus has been in the business for more than a decade assisting large corporations and Fortune 500 Companies with Enterprise Applications, Oracle Applications, Oracle Tools and Technology, E- Commerce, Reporting and Datawarehousing. The acquisition has afforded ASM an opportunity to expand its offerings to a larger ERP & Oracle client base in the US and thus broaden its revenue margins.

6. Subsidiaries

Advanced Synergic Pte Ltd, Singapore Ã achieved a gross revenue of Rs. 1628.01 lakhs for the year ended 31st March, 2011 as against Rs.1065.73 lakhs for the same period last year, a growth of 52.76%. The Company registered a pre tax profit of Rs. 134.76 lakhs for the year under review, as againts Rs. 12.42 lakhs for the same period last year, a growth of 985%.

Pinnacle Talent Inc, USA - achieved a gross revenue of Rs.2475.38 lakhs for the year ended 31st March 2011, as against Rs.2577.73 lakhs for the same period last year.

ESR Associates Inc, USA Ã achieved a gross revenue of Rs. 1988.70 lakhs for the year ended 31st March, 2011 as against Rs.851.39 lakhs for the same period last year, a growth of 133.58% .

Abacus Business Solutions Inc, USA - achieved a gross revenue of Rs. 1687.66 lakhs for the three months ended 31st March, 2011 and registered a pre tax profit of Rs. 82.37 lakhs for the above said period.

In accordance with the general circular No.2/2011 dt. 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

7. Future Outlook

With the Global Economic trend looking positive and good, after two turbulent years, there is a greater learning and changes envisaged in the way the Business / Industries plan and execute their charter. This is good news for the IT Industry in particular lending itself to provide solutions for the Growth Phase.

ASM will leverage this phase in consolidating and growing the organization by offering more services to the existing clients across other geographies and new client acquisitions. This growth phase will also set a platform to have more long term strategic partnerships with the customers moving up the value chain from project mode and center of excellence.

The existing clients will be offered cross solutions across various technologies thus moving from a Technology Competency to Industry Vertical Specialization relationship thus aligning more deeply with the Clients business. This model will be extended to the New Clients as the relationship progresses.

New client acquisitions will be through addition of specialized sales and delivery professionals across geographies, through new company acquisitions and specializations in more Industry Verticals which offer high growth.

Geographical Areas of Operation

The company has increased its presence in US to 3 offices, apart from India, Singapore and UK. This year the company is exploring the possibility of setting up operations in LATAM ( Latin America) Region.

Future Expansion Areas

More Industry Specific Applications

The need to quickly deploy the ERP Solutions specifically designed for the different industry sectors is gaining momentum. ASM is addressing the needs of the Agriculture Based Industry, Process Industry, Consumer Products, Hi-Tech Industry, Clean Power Industry and Services Industry. These Industry Specific solutions configured to the Global ERPs will ensure rapid implementation and the clients can reap the benefits of a integrated information system.

Paradigm Change in the way the Global Markets communicate

ASM is working in new areas, specifically in cloud computing, which will be an inclusive solution program and change the way the Industries / Business communicate with their internal and external stakeholders across multiple geographies. This solution will further be refined for Specialized Industry Verticals.

Additional offerings to Enterprise Applications

Development of Adaptors for Enterprise Solutions: With diverse applications used by various clients based on their business needs, ASM has embarked on Development of Adaptors in partnership with ERP ISVs ( Independent Software Vendors) which will seamlessly integrate multiple Enterprise Applications.

Business Intelligence and Data Warehousing: With large amount of data getting generated across enterprises, the need for providing meaning to the data is imperative. Hence a separate practice is built around market leading tools on the Business Intelligence and Data Warehousing.

Product Lifecycle Management (PLM): With new product development activities / initiatives across the world gaining high momentum, there is a need to provide scientific ways of managing the Product Lifecycle and the Company is moving towards building expertise and practice in providing PLM solutions tightly integrated with the Enterprise Applications.

Social Media : With the growth of social media, ASM is working on initiatives of adapting social media with existing Enterprise Apps with the requisite security and controls.

8. Corporate Social Responsibility

An essential component of our Corporate Social Responsibility is to care for the community. In recognizing the imperative need the company has continued its contribution for the year 2010-11 by donating a sum of Rs.1,35,000/- to the Akshaya Patra Foundation (ISCKON) towards providing Free Midday Meal for under privileged children in School , Rs. 1,00,000/- to Agastya International Foundation a Bangalore-based education trust seeking to transform and stimulate the thinking of rural children and teachers and Rs. 15,000/- to Paranga Charitable Trust - a non-profit making organisation providing social and charitable activities catering mainly to rural areas.

9. Management Discussion and Analysis Report

The Report on Managements Discussion and Analysis covering matters listed inter alia in Clause 49 of the Listing Agreement for the year under review is attached to this Report.

10. Directors Responsibility Statement

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

1. In the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures:

2. The Company had selected the 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;

3. The Company had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts of the company are prepared on a going concern basis.

11. Corporate Governance Report

As required vide Clause 49 of the Listing Agreement , a Report on Corporate Governance is provided elsewhere in this Annual Report along with Auditors Certificate on compliance thereof.

12. Secretarial Audit Report

As a measure of good corporate governance practice, the Board of Directors appointed Mr. M.R. Gopinath, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company. The Secretarial Audit Report for the financial year ended March, 31st 2011, is provided in the Annual Report. The Secretarial Audit Report confirms that the company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996,Listing Agreements with the Stock Exchanges and all the Regulations and Guidelines of the Securities and Exchange of India ( SEBI).

13. Directors

During the year Mr. M. R. Vikram was appointed as the Chairman of the Board.

As per Article 131 of the Articles of Association of the company Mr. M.R.Vikram, Chairman, retires by rotation and is eligible for reappointment.

Mr Shekar Viswanathan was appointed as additional Director on the Board effective 28th May, 2011. In terms of Section 260 of the Companies Act 1956 he shall hold office upto the date of the ensuing Annual General Meeting. The company has received requisite notice in writing from member proposing his candidature for the office of Director liable to retire by rotation.

Brief profile of the Directors proposed for re-appointment/appointment is given after the Notes of the Notice to the ensuing AGM.

14. Particulars of employees

Information as per Section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975Ã Expenditure on employees employed for the year/part of the year who were in receipt of remuneration which in the aggregate is not less than Rs. 5,00,000 per month is not applicable for the year 31st March 2011. This is in view of the Notification dated 31.3.2011by the Ministry of Corporate Affairs raising the limit of employees salary to be disclosed in Directors Report. It is further clarified vide General Circular No.23/2011 dt. 3.5.2011 of the Ministry of Company Affairs that the above said notification is applicable to all Directors Report under Section 217 of the Companies Act 1956, approved by the Board on or after 1st of April, 2011, irrespective of the accounting year of the annual accounts being approved by the Board.

15. Conservation of energy, technology absorption:

The companys operations involve low energy consumption. However the efforts to conserve and optimize the use of energy through improved operational method and other means will continue.

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

During the year, the Foreign Exchange earned was Rs.2811.07 lakhs and Foreign Exchange used was Rs1009.99 lakhs.

16. Fixed Deposits

The Company has not accepted any deposits from the public during the year.

17. Auditors

M/s. Sudhakar Pai Associates, Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have expressed their willingness to accept office if re-appointed and the company received certificate from them confirming that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment, within the meaning of Sub-sections (3) and (4) of Section 226 of the Companies Act, 1956.

18. Acknowledgements

Your Directors take this opportunity to express their gratitude to

Our esteemed customers, employees, shareholders, vendors, business partners, advisors and consultants for their unstinted support.

State Bank of India - Overseas Branch, Indian Bank - Singapore, SBI Global Factors Ltd, SBI Chicago and Bank of Baroda for their support and guidance

Central & State Governments, Software Technology Park (STPI) and NASSCOM for their continued support.

For and on behalf of the Board

M.R. Vikram Rabindra Srikantan

Chairman Managing Director

Place : Bangalore

Date : 28.05.2011

Mar 31, 2010

We are pleased to present the 18th Annual Report together with the Audited Accounts of the Company for the year ended March 31,2010.

Financial Results (Rs.in millions)

2009-2010 2008-2009

Gross Revenue 427.92 462.30

Profit before Interest Depreciation &Tax (EBIDTA) 53.19 58.57

Other Income 2.50 2.15

Interest 11.47 11.75

Depreciation 3.00 2.80

Profit /-Loss before Tax (EBT) 41.22 46.17

Provision for Tax 8.22 7.13

Deferred Tax Income /-Expense (1.28) 1.26

Net Profit /-Loss (PAT) 34.28 37.78

Amount available for appropriation 67.00 43.58

Dividend 6.00 5.00

Dividend Tax 1.01 0.85

Transfer to General Reserve 5.00 5.00

Balance in Profit &Loss A/c 54.99 32.73

In the year under review the Company Registered a total revenue of Rs.427.92 million.Domestic-sales was Rs.261.69 million while Export sales was Rs.166.22 million an increase bv 26.62%to that of the previous year.EBIDTA was at Rs.53.19 million while Net Profit was Rs.34.28 million.

Dividend

In sustaining the Companys policy to reward shareholders, the Directors of the Company are pleased to recommend for approval of the members, a dividend of Rs. 1.20 per share (12% on the par value of Rs. 10/-) for the financial year 2009-10. The dividend ,if declared as above would involve an outflow of Rs.6.00 million towards dividend and Rs. 1.01 million towards dividend tax , resulting in a total outflow of Rs. 7.01 million.

Subsidiaries

Advanced Synergic Pte Ltd., - achieved a gross revenue of Rs. 106.57 million for the year ended 31st March, 2010 as against Rs. 95.44 million for the same period last year. The Company registered a pre tax profit of Rs. 1.24 million for the year under review .

Pinnacle Talent Inc, USA- achieved a gross revenue of Rs.257.77 million for the year ended 31st March 2010, as against Rs. 417.11 million for the same period last year. The Company registered a pre-tax profit of Rs. 1.48 million for the year under review.

ESR Associates Inc,. USA - achieved a gross revenue of Rs. 85.14 million for the year ended 31st March, 2010

The statement of Accounts of the Subsidiary Companies viz., M/s Pinnacle Talent Inc., USA , Advanced Synergic Pte Ltd. Singapore and Enterprise Software Resources Associates, Inc. for the year ended 31st March 2010 along with the Report of the Board of Directors thereon are attached as per the provisions of the Section 212 of the Companies Act 1956.

Future Outlook

With the global economy showing signs of recovery , the future looks set for a spring back to a reasonable growth and maturity in the coming years for the industry.

ASM will leverage this phase in consolidating and growing the relationship with the existing clients, delivering value and offering more services across geographies. Further, new client acquisition will be the thrust for this year. For ASM this is an opportunity to provide greater value to existing clients and add new clients with its global delivery model. ASM looks to garner more work from the US and other region markets by leveraging on the offshore work delivery and thereby reducing the Total Cost of Ownership and Operating Costs to the clients.

Geographical Areas of Operation

The Company continues to strengthen its market initiatives in India, Asia and US.

? Current Areas :

This year the Company has strengthened its core areas of

1. Enterprise Application - Packaged ERP implementation, Application Maintenance and Support (AMS), Database Support and Custom Enterprise Apps

2. Application Development Integration

3. Technology Service & Product Engineering Services - System Software, Embedded Software and Firmware.

4. Engineering Services

New offerings last year:

- Launched Industry Specific Solution for the Sugar Industry (ACMS) to run on any ERP ( SAP, Oracle eic)

- Launched an unique Remote Database Support Services (YoDBA.com) on "pay per incident / ticket model" addressing the mid and the small enterprises globally. This is supported by a dedicated 24X7 Offshore Support Center in India and connecting remotely to the client servers through secure connectivity thereby addressing issues like optimization, enhancing speed, data cleansing applying patches etc.

- Launched e-Learning tool (ePrism) for collaborative learning, creating client specific Knowledge Portal.

- Expanded the GRC initiatives (Governance Risk and Compliance) offerings - launched Digital Forensics offerings for the BFSI space

? Future Expansion Areas :

More Industry Specific ERP Applications :

The need to quickly deploy the ERP Solutions specifically designed for the different industry sectors is gaining momentum. ASM is addressing the needs of the Agriculture Based Industry, Process Industry, Consumer Products, Hi-Tech Industry and Services Industry. These Industry Specific solutions configured to the Global ERPs will ensure rapid implementation and the clients can reap the benefits of a integrated information system.

Additional offerings to Enterprise Applications:

Development of Adaptors for Enterprise Solutions: With diverse applications used by various clients based on their business needs, ASM has embarked on Development of Adaptors in partnership with ERP ISVs (Independent Software Vendors) which will seamlessly integrate multiple Enterprise Applications.

Business Intelligence and Data Warehousing: With large amount of data getting generated across enterprises, the need for providing meaning to the data is imperative. Hence a separate practice is built around market leading tools on the Business Intelligence and Data Warehousing.

Product Lifecycle Management (PLM): With new product development activities / initiatives across the world gaining high momentum, there is a need to provide scientific ways of managing the Product Lifecycle and the Company is moving towards building expertise and practice in providing PLM solutions tightly integrated with the Enterprise Applications.

Eco and Energy Initiatives: With a good awareness to conserve energy and to develop a green eco-system, ASM is building a vertical to address the energy conservation, monitoring and controlling software for the Enterprise. This would substantially benefit the customers with a high ROI and also champion the cause of the Corporate Social Responsibility.

Convergence Technologies: With good experience in both the Enterprise Applications and the Technology solutions, there is a great client need to converge on the two. In this regard, initiatives and expertise is being built for providing RFID (Radio Frequency Identification) mobility solutions for the Enterprise Applications for large Corporations.

Expand on the GRC initiatives - Digital Forensics offering currently for BFSI to be expanded to other industry verticals Retail, Brokerages, Manufacturing, HR.

Engagement Models

Various Client Engagement Models to meet the requirement of the sound delivery system with a distinct cost advantage has been effected. Blended Onsite - Offshore model, Offsite support and Development Center and Offshore Development Center (ODC) are the current trends which will continue with more volumes in the coming years.

Technology

The Company will continue to focus on Enterprise Applications, Engineering Services and Technology Solutions. The drive will be to develop more industry focused solutions for quick deployment of the applications.

Corporate Social Responsibility

An essential component of our Corporate Social Responsibility is to care for the community. In recognizing the imperative need the company has continued its contribution for the year 2009-10 by donating a sum of Rs. 1,25,000/- to the Akshaya Patra Foundation (ISCKON) towards providing Free Midday Meal for under privileged children in School, and also contributed a sum of Rs. 1,00,000/- towards Chief Ministers Flood Relief Fund- Listing Fees

The Annual Listing fees for the year under review has been paid to Bombay Stock Exchange Limited and Bangalore Stock Exchange Ltd ,where your Companys shares are listed.

Management Discussion and Analysis Report

The Report on Managements Discussion and Analysis covering matters listed inter alia in Clause 49 of the Listing Agreement for the year under review is attached to this Report.

Directors Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act 1956, the Directors based on all representations received from the operating management confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures:

2. The Company had selected the 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;

3. The Company had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts of the company are prepared on a going concern basis.

Corporate Governance Report

As required vide Clause 49 of the Listing Agreement, a Report on Corporate Governance is provided elsewhere in this Annual Report along with Auditors Certificate on compliance thereof.

Statutory Compliances

Your company has continued to comply with the procedures of Software Technology Parks of India, NASSCOM and other statutory bodies. The licenses, approvals and clearances are current.

Directors

During the year Mr. M. R. Vikram was appointed as the Chairman of the Board.

Dr. R. P. Shenoy, Director, retires by rotation and is eligible for reappointment.

Brief profile of the Director proposed for re-appointment is given after the Notes of the Notice to the ensuing AGM.

Particulars of employees

Information as per Section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975, forming part of this report - Expenditure on employees employed for the year/part of the year who were in receipt of remuneration which in the aggregate is not less than Rs. 2,00,000 per month is give in an Annexure forming part of this report.,

Conservation of energy, technology absorption :

The companys operations involve low energy consumption. However the efforts to conserve and optimize the use of energy through improved operational method and other means will continue.

The Company has not imported any technology during the year.

Foreign exchange earnings and outgo

During the year, the Foreign Exchange earned was Rs 107.68 million and Foreign Exchange used was Rs 149.84 million.

Fixed Deposits

The Company has not accepted any deposits from the public during the year.

Auditors

M/s. Sudhakar Pai Associates, Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have expressed their willingness to accept office if re-appointed and the company received certificate from them confirming that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment, within the meaning of Sub-sections (3) and (4) of Section 226 of the Companies Act, 1956.

Acknowledgements

The Directors take this opportunity to express their gratitude to

# Our esteemed customers, employees, shareholders, vendors, business partners, advisors and consultants for their unstinted support.

# State Bank of India, Overseas Branch, Bangalore, SBI Global Factors Ltd. Bangalore ,SBI Chicago and Indian Bank, Singapore for their support and guidance

# Central & State Governments, Software Technology Park (STPI) and NASSCOM. for their continued support.

For and on behalf of the Board Place :Bangalore Date :29.05.2010 M.R.Vikram Chairman Rabindra Srikantan Managing Director

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