DIRECTORS' REPORT To THE MEMBERS OF ABM KNOWLEDGEWARE LIMITED Your Company's Directors are pleased to present the 22ndAnnual Report of the Company, along with the Audited Accounts, for the financial year ended 31st March, 2015. 2. OPERATIONS OFTHE COMPANY: The Company now operates from offices in New Delhi, Patna, Mumbai, Bhopal and Chennai. The customers that your company currently supports are nearing 400. Your Company has been able to retain all its important customers due to the satisfactory services offered to these customers and has won contracts to continue the post-implementation support. 3. DIVIDEND: Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 20% ( i.e. Rs. 2/- per equity share) for the Financial Year ended 31st March, 2015. The dividend, if approved, at forthcoming Annual General Meeting will result in the outflow of Rs. 2,00,02,200/- to the Company in addition to Rs. 40,95,390/- by way of dividend distribution tax. 4. TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION FUND: Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on 18th September, 2014 (date of last Annual General Meeting) on the website of the Ministry of Corporate Affairs. During the year under review, the Company has credited Rs. 97,939/- to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of Companies Act, 2013. 5. SHARE CAPITAL: The paid up equity share capital as on 31st March, 2015 was Rs. 10,00,11,000/-. No Bonus shares were issued during the year under review. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The Company has not bought back any of its equity shares during the year under review. 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Mr. M. N. Ahmed, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. Also Mr. Paresh M. Golatkar has been appointed as Chief Financial Officer of the Company with effect from 17th July, 2014. In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Mr. Sanjay Mehta as an Independent Director for 5 (five) consecutive years commencing 22nd August, 2015 up to 21st August 2020. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.abmindia.com In view of the performance of the Company on all the fronts as well as continued efforts and efficient leadership by Mr. Prakash B. Rane, Managing Director of the Company, the Nomination and Remuneration Committee in its Meeting held on10th March, 2015 recommended to the Board for his re-appointment for a period of five years up to 31st March, 2020 and remuneration for a period of three years up to 31st March, 2018, pursuant to the provisions of Section 196, 197 and 203 and all other applicable provisions of the Companies Act, 2013 including Schedule V to the Act. The Board reviewed the recommendation and came to a conclusion that the recommendation of the Nomination & Remuneration Committee should be adopted and be placed before the Shareholders at the 22nd Annual General Meeting. There for the Board hereby recommends the passing of Special Resolution for re-appointment and remuneration of Mr. Prakash B. Rane as Managing Director and Key Managerial Personnel of the Company. A brief profile of the Directors has been given in the Report on the Corporate Governance as well as in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. Appointment and Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report. 7. MEETINGS: During the year nine Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Report on Corporate Governance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. 8. PUBLIC DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. 9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES: The Company does not have any Subsidiary, Joint venture or Associate Company. 10. AUDITORS: M/s. Borkar & Muzumdar, Chartered Accountants were appointed as Statutory Auditors of the Company from the last Annual General Meeting held on 18th September, 2014 until the conclusion of 26th Annual General Meeting. As per the provisions of Section 139 of Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. 11. AUDITORS' REPORT: The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. 12. SECRETARIAL AUDIT REPORT: In the terms of Section 204 of the Companies Act and Rules made thereunder, Mr. Upendra Shukla, Practicing Company Secretary has been appointed as Secretarial Auditors of the Company for the financial year 2014-2015. The Secretarial Audit inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999. The Secretarial Audit Report is annexed of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 13. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS: The Company has appointed M/s. S.V. Tawade & Associates, Chartered Accountants as Internal Auditor of the Company for the financial year 2014-2015. The Company has in place adequate internal financial controls with reference to financial statements. The internal audit department monitors and evaluates the efficacy, adequacy of internal control system in the Company and its compliance with operating systems, accounting procedures and policies at all locations of the Company. Adequate records and documents are maintained as required by laws. Based on the report of internal audit function, corrective actions are being taken in their respective areas and thereby strengthen the controls. The Company's Audit Committee reviews the internal control system. All efforts are being made to make the internal control systems more effective and independent. 14. CORPORATE GOVERNANCE: Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with. A separate report on Corporate Governance is being published as a part of the Annual Report of the Company. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. 15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: A. Industry Structure and Development: Your company operates in the e-Government space. This space deals with facilitating easy and transparent interaction between citizens and business establishments who deal with union and state governments in India. E-governance has various components like Hardware and networking, Application software development, Implementation, Training and post implementation support, Data digitization, Data Centers, Business Process Reengineering etc. There are several departments / organizations in each govt. which need such E- government solutions e.g. Urban Development, Public Distribution System, Tourism, Immigration, Company Affairs Ministry, Courts, Labour dept., Water Supply Authorities, PSUs, Autonomous bodies etc. The list is very long. The budgets are spent by Central Govt., State Govt., External funding agencies, Autonomous bodies, PSUs etc. It is not very easy to assess the actual total amount being spent by different Govt. organizations due to different budget approval methods followed by these different organizations. The most visible scheme for e-Governance is the MMP (mission mode plan) under NeGP (National e-Governance plan) launched in 2006. The era of Globalization demands people and places to stay connected and strongly networked. To meet this clause, it is essentially important to transcend the conventional methods of functioning, and adopt an advanced model which would be faster, cost efficient and maintain better accountability and transparency. MMPs are trying to achieve these objectives progressively. However, e-Governance in India is still at its workshop stage on the global parameters and offers huge scope. Although the implementation of this model of governance had already picked up a start in 2006, the efficiency rate of the execution of this plan is still under observation barring some islands of excellence in the sector. B. Existing Opportunities and Outlook: Your company operates in certain niche areas such as e-Municipality, Reforms and Automation in areas like Accounting and Property Tax, Utilities - Water billing and Electricity, Tourism Portal, SAP services and customized ERP for govt. customer named as GRP. The need for e-Governance in these sectors is increasing with increasing urbanization as well as due to the general need for improvement in efficiency by govt. organizations in these sectors. The recent strategy of e-Governance promoted by central govt. ignites a hope amongst the citizens of India that with the effective exploitation of Information and Technology, basic areas of development like Health, Education and Employment could be addressed with greater efficiency; bring the needy from the periphery to the centre; bridge the gap between the urban and rural areas and shrink the distance between the Government and its people. The push given by new govt. which is named as "Digital India" has attempted to consolidate different initiatives under three core components viz. Building digital infrastructure, Digital literacy and Delivering services digitally. Another important step undertaken by the Government of India to fuel e-Governance is the continuing support to "Aadhaar" which is an individual identification number issued by the Unique Identification Authority of India on behalf of the Government of India. This number will serve as a proof of identity and address, anywhere in India. Looking at the recent status of the project, as many as 76.83 crore Aadhaar numbers have been generated as on February 2015 and about Rs. 5,512.18 crore has been spent until January this year. This will be one of the main backbones of the e-Government system in India. Last but not the least, a mammoth product of e-Governance is the Smart City Project. A Smart City is "a city outfitted with high-tech communication capabilities. It uses digital technology to enhance performance and well being, to reduce costs and resource consumption, and to engage more effectively and actively with its citizens." If a recent report by the Navigant Research is to be believed, the global smart city technology market holds the potential to grow $8.8 billion annually in 2014 to more than $27.5 billion by 2023. ABM is a category leader in e Municipality in India and expects tremendous traction for its expertise under Smart City initiative recently launched Prime Minister of India. ABM is spreading its wings across the nation by taking its niche offerings to different states as well as retaining its existing customers by providing services to the satisfaction of the existing customers. Each state offers abundant opportunities in these areas and will continue to be tapped by balancing the risk and reward of entering into to new territories. C. BusinessThreats: Of late, it has been noted that industry's participation in various e-Governance projects has seen a steady decline with several large projects resulting in a NO-BID Situation. In a way this has been beneficial to ABM as ABM is a serious player in this sector in India. But it is necessary to understand the concerns of the industry. One of the top concerns of the industry is on outstanding payments. Issues pertaining to various clauses in RFPs and Contracts are causing concerns to bidders, particularly relating to unlimited liabilities, dispute resolution and arbitration, payments etc., most of which were felt to be one-sided, with risk overload on the implementation partner. Non-adoption of standardized RFP and contracting terms by various State governments in particular is felt to be a major area of concern for the industry. There is need for government organizations to take ownership of their own respective roles and responsibilities, where currently no conditions precedent or counter guarantees are binding on them - resulting in inordinate delays and the industry being unfairly penalized for issues beyond their control. NASSCOM, an Industry body representing the software industry in India has been constantly taking up these issues with govt. and has recently submitted recommendations to Government. NASSCOM has reported that these recommendation are being favorably examined by Govt. of India. ABM has been factoring these risks in each of its business opportunity and applying various risk mitigation techniques. This is specially becoming important as ABM is entering larger size of projects in different parts of the country. India is a vast country with a diverse culture. While this throws open a large opportunity in e-Government business. Research of documents available in public domain shows that there are bound to be several challenges and most of these are non-technical. Some of these challenges are described as under in these researched documents. Interaction and integration: The success of any e-Governance initiative lies in complete integration between the services. That is easier said than done. We are a country with 18 official languages and states having different parties in power than at the Center. This creates language issues and also political issues. Even though NIC is the one body responsible for the whole framework, but there is no ready-made framework that can be used by NIC to easily dove-tail different components together. Whatever it does in a way becomes the standard. Technical divide: Even though awareness has grown over the last decade, the Urban-Rural divide is quite huge in terms of technical capabilities and accessibility. Internet access is not that readily available in villages and small towns. So the political motivation to spend time and resources on something that will provide benefits to the people of the state is sometimes absent. It takes a back seat. Sometimes this is accentuated by the lack of education and awareness of the key issues by some of the politicians themselves! Infrastructure and Speed: Even in the urban areas, the speed of Government websites and its user friendliness is sometimes less than desired. People would like to use the resources available, but it can all go waste if the websites are badly designed and do not open up fast enough. Security and Technical changes: Technology is changing at such a fast pace while the government speed is rather slow. Within a matter of months these days, the entire technologies change - old ones become obsolete and new ones become standard. Add to this the high need for top class security. With so many hackers with newer and newer ways to get in, it is important that the focus on security is adequate. Process and administrative inertia: At the core of it, e-Governance is not a "technical initiative". It hinges on the re-engineering of process and administrative methods. That is most often not easily possible in a government set up. The personnel in government have little motivation to change the way they have been doing things unless firmly driven from the top. D. Business Strategies and Planning: The core strategy of the company remains by and large unchanged. It involves working closely with existing prestigious customers and retaining them and targeting newer geographies for promoting niche offering of the company. ABM also has been selectively adding to its core offerings wherever a high replication potential to other customers is perceived. ABM has established its presence in states in North, South, West and East India by winning prestigious customers in these regions. Company is also investing in social media, mobility, analytics and cloud technology to enter into "Digital Business". A strategy of working with large and reputed IT companies to win large orders in consortium with them has yielded positive results and the strategy will be deepened further. The GRP product acquired by Company last year has got success in some parts of India and there will be larger focus on GRP to build stronger revenues. The company proposes to explore business potential in selected developing countries to leverage its learning in Indian geography. E. Human Resource Management: The Human Resources strategy enabled ABM to attract, integrate, develop and retain the best talent to deliver business growth. The Workforce Management strategy was executed optimally to fulfill business demand, deliver consistently high utilization rates and keep manpower costs within the desired range as per Business plan. We deploy pioneering and meaningful practices to enhance the engagement, capability and competitiveness of our workforce. The investments in Human capital development helped the Company to maintain its benchmark status in the e-Governance domain. In 2014, the Company hired and integrated 240 resources into its workforce at the PAN India level. Today, the Company employs approximately 670 resources across India. Mature HR processes enable the Company to be agile, responsive to the dynamic environment and stay relevant to its customers. The robust HR systems and sound execution of strategy ensure that the Company is able to manage the complexities associated with this scale and geographic spread. We strengthen our talent by providing employees with career enhancement opportunities. We hire talented Professional graduates from the reputed universities and institutes. The Company continued to invest in enhancing its Human Capital by providing opportunities to its employees to develop their skills and competencies relevant to the market requirements. The focus during this year has been to strengthen Learning by investing in the development of appropriate content and trainings for all the levels of employees. We follow Equal Opportunities & Non Discrimination Policy and do not discriminate on basis of race, colour, gender, caste or religion. The Company's relentless pursuit to connect with employees on a regular basis, communicate in an open and transparent manner, provide opportunities to learn and grow within the organization are yielding desired results as is evident from the high retention rate and the motivation and engagement level of the employees. 16. RISK MANAGEMENT: During the year, your Company has set up a new Risk Management Committee in accordance with the requirements of Listing Agreement to monitor the risks and their mitigating actions. The details of the committee and its terms of reference are set out in the Corporate Governance report forming part of this report. The Company has adopted suitable measures related to development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board can impact the performance of the Company adversely. 1. Industry : Industry risks are competition, newer business models like PPP , disruptive technologies like Social Media, Mobility, Analytics and Cloud computing(SMAC). ABM has been working on deepening its roots into its core areas to create more entry barriers to competition as well as working closely with existing clients to give superior service and value. ABM is working with larger companies for consortium based bidding to prepare for opportunities like PPP where much stronger financial upfront investment is required for larger project. Similarly solutions are being upgraded to add SMAC technologies by creating a focus group on these technologies. 2. Supply side risk for talent acquisition : With growing customer base and mission critical projects , unavailability of right skilled resources at right time in right quantity can pose a risk. The company constantly trains and re-trains existing resources for different skills and technologies. Suitable HR practices are adopted to minimise the attrition rate. Lateral hiring are done to bring in fresh leaders. 3. Cost pressures : Increasing operations expenses as well as rising employee cost can pose risk to the company. The company has internal controls to monitor costs and escalate any abnormal increase for taking corrective actions. Project level and Business Unit level costs are monitored through a regular MIS on budgets and variances for timely corrective action. 4. Operational efficiency : The operational risk are mainly associated with client acquisition, execution of projects, information security and continuity of customers business operations. The Company has project level monitoring where such risks are identified and escalated to board for suitable corrective measures on time. 5. Reputation : The Company's projects are in govt sector which are necessarily funded by public finance. This exposes the Company to the risk of motivated public scrutiny from elements which are adversely affected by success of project leading to transparency as well as some times by competition. The company strictly follows the govt processes of procurement and executes the projects with highest possible standards of ethics and best industry processes. Employees are made well aware of the company policy to ensure that proper code of conduct is followed across projects uniformly. This has been helping company to win over the confidence of customers even in the situations of motivated public scrutiny aimed at hurting reputation of the Company. 17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIALYEARTO WHICH THIS FINANCIAL STATEMENTS RELATE ANDTHE DATE OFTHE REPORT: There are no material changes or commitments made by company that will affect the financial position of the Company during the above mentioned period. 18. CODE OF CONDUCT: The Company has adopted the code of conduct and ethics for all Board Members and Senior Management and this is strictly adhered to. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and Senior Management employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The code has been circulated to all the Members of the Board and Senior Management and the same has been put on the Company's website www.abmindia.com <http://www.abmindia.com>. All the Board Members and Senior Management have affirmed their compliance with the code and a declaration signed by the Managing Director is annexed to this report. 19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM: The Audit Committee consists of the following members: a. Mr. Sharadchandra Abhyankar, Chairman b. Dr. Ajit C. Kulkarni, Member c. Mr. M. N. Ahmed, Member The above composition of the Audit Committee consists of independent Directors viz., Mr. Sharadchandra Abhyankar and Dr. Ajit C. Kulkarni who form the majority. In pursuant to the provisions of section 177 of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Company has adopted the Whistle Blower Policy and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.abmindia.com 20. PREVENTION OF INSIDERTRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. 21. RELATED PARTY TRANSACTIONS: As per the requirements of the Companies Act, 2013 and Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.abmindia.com The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. 22. EXTRACT OF ANNUAL RETURN: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is appended as an Annexure to this Annual Report. 23. CORPORATE SOCIAL RESPONSIBILITY: The Company is a socially responsible corporate citizen committed to deliver a positive impact across social, economic and environmental parameters. The Company acknowledges its responsibility in the manner that its activities influence its consumers, employees and stake holders, as well as the environment. The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed as Annexure to this Report. This was the first year for the Company to continue its CSR activities in a structured manner. The Board established a CSR Committee. Based on the recommendations of the CSR Committee, the Board of Directors approved the CSR Policy. The CSR Committee is evaluating various projects and schemes in which the Company can spend the CSR Funds. The Company is evolving mechanism to assess projects to conduct its CSR activities to ensure maximum benefit to society. Company could not spend the entire stipulated CSR funds before finalising this report. Company believes that mere compliance is not the goal of CSR activities and the objective behind CSR Rule needs to be given due importance. Company will expedite its CSR activities this year to achieve its targeted goals. The areas in which Company has committed and spent CSR funds so far are Healthcare, Animal Protection, Eradicating poverty, Promotion of education and Women and Child welfare. 24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review. 25. PREVENTION OF SEXUAL HARASSMENT ATWORKPLACE: Your Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013" and Rules made there under, your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Internal Complaints Committee for implementation of said policy. During the year Company has not received any complaint of harassment. 27. CONSERVATION OF ENERGY: Your Company consumes energy mainly for the operation of its software development, thus the consumption of electricity is negligible. In order to conserve the electricity, the Air Conditioners are kept at a moderate temperature and all the electrical equipments are turned off, whenever they are not required by the Office Staff. 28. TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION AND RESEARCH AND DEVELOPMENT: Your Company has continued its focus on 'productisation of services' by innovative business models. Company is putting in efforts to adopt the SMAC technologies to address the demand for "Digital Business". The flagship products of the company are being upgraded to the latest technology for reducing the total cost of ownership for customers and becoming more competitive in market. 29. FOREIGN EXCHANGE EARNINGS AND OUTGO: Your company did not have any Foreign Exchange earnings or outgo in last year. 30. LISTING FEES: Your Company's shares are listed in The Bombay Stock Exchange Limited, Mumbai and the Annual Listing fees for the year under review have been paid. 31. DIRECTORS' RESPONSIBILITY STATEMENT: The Directors hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) we have prepared the Annual Accounts on a going concern basis; e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and f) they have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. 32. ACKNOWLEDGMENT: The Board of Directors of your Company place on record their deep appreciation of the continued assistance and cooperation extended to the Company by its shareholders, customers, investors, bankers, financial institutions, RBI, SEBI, NSE, Regulatory Authorities, Central and State Government agencies, suppliers etc. for their co-operation and support. The Directors also express their deep sense of appreciation to all the dedicated employees for their dedication, especially their continued faith and commitment in the management team. For and on behalf of the Board Prakash B. Rane Managing Director (DIN: 00152393) Sharadchandra Abhyankar Director (DIN:00108866) Date : 26th May, 2015 Place: Mumbai |