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News & Announcements

06-Jan-2023

FCS Software Solutions Ltd Slips 1.42%

02-Jan-2023

ASM Technologies Ltd - Reg 23(9)- Related Party Transaction For Sep 2022

29-Dec-2022

ASM Technologies Ltd - Closure of Trading Window

28-Dec-2022

R Systems International Ltd Slides 2.87%

11-Nov-2022

Board of ASM Technologies recommends Second Interim Dividend

29-Oct-2022

ASM Technologies to conduct board meeting

09-Aug-2022

Board of ASM Technologies recommends Interim Dividend

28-Jul-2022

ASM Technologies to table results

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Geodesic Ltd 503699 GEODESIC
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Globesecure Technologies Ltd 535449 GSTL
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Gracious Software Ltd 780002
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Integrated Hitech Ltd 532303
Intellect Design Arena Ltd 538835 INTELLECT
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Intense Technologies Ltd 532326 INTENTECH
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International Data Management Ltd 517044
Intertec Technologies Ltd 40620
Interworld Digital Ltd 532072
Intrasoft Technologies Ltd 533181 ISFT
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Starcom Information Technology Ltd 531616
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Synfosys Business Solutions Ltd 40631
Taksheel Solutions Ltd 533639 TAKSHEEL
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TeleCanor Global Ltd 530595
Teledata Marine Solutions Ltd 533462 TELEMARINE
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Tracxn Technologies Ltd 543638 TRACXN
Transcon Research & Infotech Ltd 531318
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Trejhara Solutions Ltd 542233 TREJHARA
Tricom India Ltd 531675 TRICOM
Trigyn Technologies Ltd 517562 TRIGYN
Triton Corp. Ltd 523387
Turbotech Engineering Ltd 504358
Tutis Technologies Ltd 532311
Twinstar Industries Ltd 531917
Uniport Computers Ltd 523632
Unipro Technologies Ltd 540189
United Interactive Ltd 502893
USG Tech Solutions Ltd 532402
Valuemart Info Technologies Ltd 532338
Vantel Technologies Ltd 532396
Varanium Cloud Ltd 535478 CLOUD
Vedavaag Systems Ltd 533056
Vikram Software Ltd 40634
Virgo Global Ltd 532354
Virinchi Ltd 532372
Virtual Dynamics Software Ltd 40649
Virtualsoft Systems Ltd 531126
Visesh Infotecnics Ltd 532411 VISESHINFO
Visie Cyber Tech Ltd 40625
VisualSoft Technologies Ltd(merged) 532214 VISUALSOFT
Vivo Collaboration Solutions Ltd 535418 VIVO
Washington Softwares Ltd 531933
Watson Software Ltd 516090
We Win Ltd 543535 WEWIN
Weal Infotech Ltd 40647
Web Element Solutions Ltd 780016
Wherrelz IT Solutions Ltd 543436
Wisec Global Ltd 511642
Xchanging Solutions Ltd 532616 XCHANGING
Xelpmoc Design and Tech Ltd 542367 XELPMOC
XT Global Infotech Ltd 531225
Zen Technologies Ltd 533339 ZENTEC
Zenith Global Consultants Ltd 40677
Zenith Infotech Ltd 532298 ZENITHINFO
Zensar Technologies Ltd 504067 ZENSARTECH
Zigma Software Ltd 532177
Zylog Systems Ltd 532883 ZYLOG

Share Holding

Category No. of shares Percentage
Total Foreign 116402 1.06
Total Institutions 2200 0.02
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 155874 1.42
Total Promoters 6875751 62.51
Total Public & others 3849773 34.99
Total 11000000 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About ASM Technologies Ltd

ASM Technologies Ltd is an India-based holding company. The company is a pioneer in providing world Class Consulting Services in Enterprise Solutions for the Packaged ERP implementation, in Enterprise Product Development for SMB Segment and in Technology Solutions covering Embedded Systems and System Software to its Global Clientele. The company offers a broad spectrum of enterprise services such as configuration, implementation, customization, end-user training and documentation, Post Implementation Support & Maintenance across leading commercial off-the-shelf products like SAP, Oracle Applications, PeopleSoft, JD Edwards and Microsoft Dynamics. The company provides consulting Services (Product Engineering, Development, Product Support, Porting, Testing and Test Automation) to its Global Clientele in the Embedded Software and System Software space. The company's subsidiaries include Pinnacle Talent Inc, Advanced Synergic Pte Ltd and ESR Associated Inc. The company serves the market of India, Singapore, US, UK, Middle-East and Japan. The company is having their offices in India, Singapore, USA (Chicago, Toledo and Detroit) & UK (London). They are also having an Offshore Development & Support Centers in India and Overseas. ASM Technologies Ltd was incorporated in the year 1992 with the name Advanced Synergic Microsystems Ltd. The company was promoted by Technocrats. In the year 1994, they came out with a public issue of 1,850,000 equity shares with the face value of Rs 10 each. They were listed in Mumbai and Bangalore Stock Exchanges. During the year 1997-98, the company formed a wholly owned subsidiary namely, Advanced Synergic Pte Ltd, Singapore for providing consultancy on Enterprise Resource Planning and implementation of projects. During the year 1998-99, the company acquired the existing profit making company namely Pinnacle Talent Inc, USA and thus Pinnacle Talent Inc became a wholly owned subsidiary company. During the year 1999-2000, they opened a branch in Chicago, USA to facilitate easy business operations. During the year 2000-01, the company changed their name from Advanced Synergic Microsystems Ltd to ASM Technologies Ltd. They entered into to a development partnership with North Carolina based HAHT, to develop, deploy and manage Web-enabled applications with HAHT site. During the year 2002-03, the company formed an embedded software team from the past experiences in Telecom and Networking, which is executing offshore projects for overseas clients. They added 12 new clients including some Global 2000 companies. During the year 2003-04, the company added 20 new clients and servicing 6 of the Fortune 500 companies in multiple Engagement Models and 23 Global 2000 clients. During the year 2004-05, they commenced their operations in UK by opening a representative office in UK. During the year 2007-08, the company acquired Enterprise Software Resources, a US based firm, as a wholly owned subsidiary of the Company. Enterprise Software Resources is a 10 year US based firm involved in strategic SAP consulting for Fortune 500 and SME Companies in the US. They added over 42 new clients to the existing client list.

ASM Technologies Ltd Chairman Speech

Dear Fellow Shareholder,

2020 was a year of great strife, challenges, and worries. The COVID-19 pandemic disrupted lives and businesses, shook up supply chains, and upended human society. As we continue to grapple with the crisis, our thoughts and prayers remain with those individuals, families and communities most affected by the Pandemic.

Our company was not immune to these challenges. Like thousands of firms worldwide, we also experienced the pandemic's health, economic and business repercussions.

Our leadership and management made sure that our customers' business continuity was never affected. To this end, they efficiently managed our transition to a work-from-home model, ensuring zero impact on deliverables or customer relationships. Our existing Business Continuity Plan (BCP) enabled us to meet these goals smoothly and painlessly. Following national lockdowns in early 2020, some of our manufacturing facilities had to be shut down partially or fully.This affected our production, but we successfully made up for most shortfalls in the subsequent months.

Adapting to the New Normal

Collectively, we adapted to the post-pandemic "new normal" with newer business models, a more pragmatic world view, and a keener appreciation for human grit and resilience. Every employee and partner is part of the ASM family, it's always been peoplefirst, profits later. Over the past year, the ties binding us have strengthened,and together, we have discovered ways to grow, progress, and prepare for future successes.

In the new, unprecedented environment of the post-pandemic world, we are focusing on opportunities, not challenges. We have also renewed our commitment to generate greater value for stakeholders. Our original mission to deliver engineering innovation is a big part of this pledge, and has enabled usto outperform our expectations with respect to achievements, accolades and goals.

We're especially proud of these recent accomplishments:

• CII Award: RV Forms & Gears, one of our group companies, won the prestigious Confederation of Indian Industry (CII) Industrial Innovation Award 2020 under the "Top 25 Most Innovative Companies" category for its SmartFix 4.0 solution

• Acquisition: We acquired the Semcon AB's India delivery centre. ASM Digital Engineering Pvt Ltd (Formerly Known as Semcon India Pvt Ltd) expandour delivery expertise in engineering services, with particular focus on automotive and Digital Engineering. This acquisition has given access to marquee customers in Northern and Central Europe.

Key highlights for the year 2020-21

• ASM Ventures: We are makingkey strategic investments in several emerging technology companies, while co-creating innovative new products in future-focused areas like Cloud, forefront of cutting-edge technologies.and allow us to take advantage of the huge growth potential in these areas.

Some of our strategic investments are:

• Lavelle Networks: Leading provider of SD-WAN solutions

• RV Forms and Gears: Pioneer in Design Led manufacturing for working holding, lloT, Industry 4.0, Special Purpose Machines, Manufacturing Engineering.

• Polylogyx Inc: Endpoint detection and response. Polylogyx was acquired by Eclectic 10 (https://www.eclecticiq.com/).

• Semcon India Pvt Ltd (now known as ASM Digital Engineering Pvt Ltd) specialising in Digital Engineering, Vehicle Engineering, Value Engineering with marquee customers in Europe.

* BARO Vehicles Ltd: Intelligent robots and autonomous vehicles.

• Kogence Inc.: Cloud-native workflow orchestration engine for engineering modelling and simulation workflows.

- Our revenues have grown by 35. 04 % a high over 2019-20 to hit a high of 1132.17 Mn. and a digital revenue of Rs. 261.55 Mn (23.10%) for the year 2020-21.

Looking back on the year, I'm more proud of our performance and achievements than I can ever express. I'm also excited about what the future has in store for us. Our acquisition, expansion and patent applications are all geared towards the goal of bringing the most innovativeofferings to our esteemed customers.

New Initiatives for 2021 and Beyond

We're particularly excited by these new initiatives in the pipeline: Engineering Services

In the current era, digital transformation is a key business imperative across many industries. This has increased the demand for Semiconductors & Electronics. Semiconductor Engineering and Electronics Engineering continue to be focus areas for ASM.

ASM will continued to focus on customer acquisition in the Semiconductor Engineering, Vehicle Engineering, Automotive, Industrials, and Electronics sectors. This sector has seen sustained demand and will continue to scale in these sectors. We will continue to increase our presence in Product Development and Design led Manufacturing to these verticals.

In the area of automotive engineering, the increasing demand for new mobilitysolutions like autonomous vehicles have also opened up huge opportunities, which we plan to explore in the near future.

Digital Engineering and Product R&D

ASM expects to be at the forefront of these developments, helping companies to rapidly digitise and grow at scale. We're already using these technologies for our current Product R&D customers in the areas of wireless, networking, cybersecurity and expanding to lloT, AI/ML, Edge Computing and Intelligent Automation,

In the near future, we will be offering "Compromise Assessment" as a Managed Service to further expand our service portfolio.

Increased Focus on Design-Led Manufacturing

ASM will continue to focus on highly-engineered, complex, medium-volume Design led manufacturing. We will continue to innovate in our design to create high-quality products serving a diverse customer base and use cases. Our goal is to combine the benefits of Software, systems engineering, advanced processes, product development, testing and evaluation to meet previously-unmet needs with precision, highly-customised products.

ASM is also leading the way with digitisation in Manufacturing Engineering with our SmartFix 4.0 solution across various industry verticals including Automotive, Industrials, Electronics, and Semiconductors.

Future prospects

We plan to focus more of our energies and attention on increasing our revenues from digital initiatives. We will be developing our digital competencies to expand our offerings for both existing and new customers.

Our plans to expand into other geographies in Asia and Europe, particularly Japan and the UK, are also on track.

The COVID-19 pandemic has reinforced the importance of community and empathy- qualities that only human beings can bring to our beleaguered planet. As we shift our goalposts, and aim for newer, more ambitious goals in a post-COVID world, we trust that you, our shareholders, vendor partners and customers will continue to support and encourage us.As always, we're grateful for your faith in our capabilities, and your trust in our brand.

On behalf of the company management and leadership, I take this opportunity to thank:

• Our esteemed customers, stakeholders, vendors, business partners, advisors and consultants for their support,

• Employees for their valuable contributions, sustained efforts, and dedicated spirit,

• State Bank of India, Incube Branch, HSBC Bank Limited, ICICI Limited,

Bangalore, Indian Bank, Singapore, HSBD Bank, New York, USA and First Federal Bank, Ohio, USA for support

• Central and State Government, Customs, Reserve Bank of India, Software Technology Parks (STPI) and NASSCOM for their guidance.

Place: Bangalore Rabindra Srikantan
Date: 26.05.2021 Managing Director

   

ASM Technologies Ltd Company History

ASM Technologies Ltd is an India-based holding company. The company is a pioneer in providing world Class Consulting Services in Enterprise Solutions for the Packaged ERP implementation, in Enterprise Product Development for SMB Segment and in Technology Solutions covering Embedded Systems and System Software to its Global Clientele. The company offers a broad spectrum of enterprise services such as configuration, implementation, customization, end-user training and documentation, Post Implementation Support & Maintenance across leading commercial off-the-shelf products like SAP, Oracle Applications, PeopleSoft, JD Edwards and Microsoft Dynamics. The company provides consulting Services (Product Engineering, Development, Product Support, Porting, Testing and Test Automation) to its Global Clientele in the Embedded Software and System Software space. The company's subsidiaries include Pinnacle Talent Inc, Advanced Synergic Pte Ltd and ESR Associated Inc. The company serves the market of India, Singapore, US, UK, Middle-East and Japan. The company is having their offices in India, Singapore, USA (Chicago, Toledo and Detroit) & UK (London). They are also having an Offshore Development & Support Centers in India and Overseas. ASM Technologies Ltd was incorporated in the year 1992 with the name Advanced Synergic Microsystems Ltd. The company was promoted by Technocrats. In the year 1994, they came out with a public issue of 1,850,000 equity shares with the face value of Rs 10 each. They were listed in Mumbai and Bangalore Stock Exchanges. During the year 1997-98, the company formed a wholly owned subsidiary namely, Advanced Synergic Pte Ltd, Singapore for providing consultancy on Enterprise Resource Planning and implementation of projects. During the year 1998-99, the company acquired the existing profit making company namely Pinnacle Talent Inc, USA and thus Pinnacle Talent Inc became a wholly owned subsidiary company. During the year 1999-2000, they opened a branch in Chicago, USA to facilitate easy business operations. During the year 2000-01, the company changed their name from Advanced Synergic Microsystems Ltd to ASM Technologies Ltd. They entered into to a development partnership with North Carolina based HAHT, to develop, deploy and manage Web-enabled applications with HAHT site. During the year 2002-03, the company formed an embedded software team from the past experiences in Telecom and Networking, which is executing offshore projects for overseas clients. They added 12 new clients including some Global 2000 companies. During the year 2003-04, the company added 20 new clients and servicing 6 of the Fortune 500 companies in multiple Engagement Models and 23 Global 2000 clients. During the year 2004-05, they commenced their operations in UK by opening a representative office in UK. During the year 2007-08, the company acquired Enterprise Software Resources, a US based firm, as a wholly owned subsidiary of the Company. Enterprise Software Resources is a 10 year US based firm involved in strategic SAP consulting for Fortune 500 and SME Companies in the US. They added over 42 new clients to the existing client list.

ASM Technologies Ltd Directors Reports

To the Boards' Members,

We are pleased to present the 30th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2022

1. Financial Results

(Rs. In Mn.)

2021-2022 2020-2021
Income from Software services and Products 1410.71 1132.17
Other operating income 61.42 34.56
Expenses
Employee benefits expense 936.78 730.27
Finance Costs 31.35 18.93
Depreciation 18.08 10.07
Other expenses 300.61 227.86
Profit/(Loss) before tax 185.31 179.60
Current Tax 54.93 44.45
Deferred Tax Income/expense (8.42) 0.98
Excess provision of earlier years 7.03 7.64
Profit/(Loss)for the year 131.77 126.53
Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss Remeasurement of defined benefit plans 2.34 (1.45)
(ii) Income tax relating to items that will not be reclassified to profit or loss Deferred tax on remeasurement of defined benefit plans (0.59) 0.37
B (i) Items that will be reclassified to profit or loss Changes in fair value of investments in equity instruments 26.39 (1.19)
(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 (6.64) 0.30
Total comprehensive income for the year 153.27 124.56

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.1410.71 Mn for the year ended 31st March 2022.

Domestic sales was Rs. 606.84 Mn while Export sales was Rs. 803.87Mn. EBIDTA was at Rs.234.74 Mn and Net profit after tax was Rs.131.77 Mn.

The Consolidated total revenue for the year ended 31st March 2022 was Rs.1916.73 Mn. EBIDTA was at Rs. 279.18 Mn and Net Profit after tax at Rs. 139.01 Mn.

3. Dividend/ Transfer to reserves

During the year 2021-22 the company declared an Interim dividend of Rs. 1.00/- on 7th August, 2021 and 2nd Interim dividend of Rs. 2.50/- on 30th October, 2021 followed by 3rd Interim dividend of Rs.2.50/- on 1st February 2022. In keeping with the Dividend policy your Directors are pleased to recommend for approval of the members a final dividend of Rs.2.50/- per equity share of Rs 10/-each for the financial year 20212022. The dividend amount paid/payable if approved by shareholders will be Rs. 25.75 Mn.

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, 2022.

The paid up Share Capital of your Company is Rs. 100 Mn divided into 100,00,000 equity shares of Rs 10/- each. Your company had offered Right Entitlements 1 Rights Equity Shares for every 10 fully paid up Equity Shares held during the financial year under review.

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 Inc (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( wef 21.01.2022) 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 Form AOC1 is given in Annexure - II. 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

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 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 26.05.2021, 08.07.2021, 07.08.2021, 30.10.2021, 14.01.2022, 01.02.2022 and 15.02.2022 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 Ms. Preeti Rabindra (DIN 00216818) Director, retires by rotation and being eligible, offers herself 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 Ms. Preeti Rabindra 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 Company's 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 2022 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 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. 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.-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, 2022 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, 2022. 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 56.98% of the revenue came from export of software services resulting in a foreign exchange inflow of Rs. 803.87 Mn and the foreign exchange outgo on account of overseas salaries, traveling etc was Rs. 122.31 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.

Number of complaint filed during the financial year 2021-22 Nil
Number of complaint disposed off during the financial year 2021-22 Nil
Number of complaint pending as end of the financial year Nil

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 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. The balance outstanding as on 31st March, 2022 is Rs 254.13 Mn.

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 provided to 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

(c) date on which the credit rating was obtained: 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 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

27. 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 2021-22 was discussed by the Board at their meeting held on 15th February 2022.

28. 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

29 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 Auditor's Certificate on compliance thereof.

30. Auditors

M/s. B K Ramadhyani & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 25th Annual General Meeting (‘AGM') held on June 20, 2017 for a period of 5 years, up to the conclusion of 30th AGM. M/s. B K Ramadhyani & Co. LLP are eligible for re-appointment for a further period of 5 years. 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 re-appointment, if made, will be within the limits prescribed under the provisions of Section 139 of the Companies Act, 2013 (‘the Act') 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 (‘ICAI') 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 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 2021-22
Audit Fees 1.15
Others Service 0.09
Reimbursement of expenses 0.00
Total 1.24

31. 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, (India), HSBC Bank Ltd (India), Axis Bank Ltd., (India), Indian Bank, (Singapore), HSBC Bank, (USA) and First Federal Bank, (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 : 30.05.2022 Chairman Managing Director

   

ASM Technologies Ltd Company Background

M R VikramRabindra Srikantan
Incorporation Year1992
Registered Office80/2 Lusanne Court,Richmond Road
Bangalore,Karnataka-560025
Telephone91-80-66962300/01/02/03,Managing Director
Fax91-80-66962304
Company SecretaryVanishree Kulkarni
AuditorB K Ramadhyani & Co LLP/Venu & Vinay
Face Value10
Market Lot1
ListingBSE,
RegistrarKFin Techologies Ltd
Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

ASM Technologies Ltd Company Management

Director NameDirector DesignationYear
M R Vikram Chairman & Independent Directo 2022
Rabindra Srikantan Managing Director 2022
Shekhar Viswanathan Independent Director 2022
Preeti Rabindra Director 2022
M Lakshmi Narayan Independent Director 2022
Ramesh Radhakrishnan Director 2022
Vanishree Kulkarni Company Sec. & Compli. Officer 2022

ASM Technologies Ltd Listing Information

Listing Information
BSE_IT
BSESMALLCA
BSEALLCAP

ASM Technologies Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Software NA 000113.217

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