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Directors Report of ADCC Infocad Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in submitting their Eighteenth Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2016.

1) FINANCIAL RESULTS

We are delighted to present the report on our business and operations for the year ended March 31, 2016.

Standalone

Consolidated

2016

2015

2016

2015

Total Income

1,25,86,35,082

98,44,85,473

1,34,06,90,901

1,08,67,34,364

Profit before interest, depreciation and taxes

26,14,58,561

19,58,38,333

23,87,84,999

20,09,10,519

Finance Cost

11,04,89,842

7,47,67,032

11,53,86,692

7,50,66,984

Depreciation

2,88,72,727

2,36,07,319

3,02,77,998

2,44,96,298

Provision for income tax

4,78,61,880

3,18,33,806

4,78,86,782

3,20,00,036

Prior Period item:

Depreciation

0

0

0

0

Employee benefit

0

0

0

0

Net Profit for the year

7,42,34,112

6,56,30,176

4,52,33,527

6,93,47,200

Dividend

90,99,475

67,95,000

-

-

Dividend tax

1 8,52,471

13,83,326

-

-

Net worth

43,55,45,334

37,01,40,540

-

-

Earnings per Share (EPS) ( Basic)

8.19

7.24

-

-

Earnings per Share (EPS) ( Diluted)

8.07

7.10

-

-

2) COMPANY''S PERFORMANCE:

Revenues Standalone

Total Income on Standalone basis in Financial year 2015-16 increased to Rs, 1,25,86,35,082/- from Rs, 98,44,85,473/-in the previous year 2014-15, at a growth rate of 28%. Profit before interest, tax, depreciation (EBITD) were Rs, 26,14,58,561/- registering a growth of 34% over EBITD of Rs, 19,58,38,333/- in 2014-15. Profit before tax (PBT) for the year was Rs, 12,20,95,992/- recording a growth of 25% over the PBT of Rs, 9,74,63,982/- in 2014-15. Profit after tax (PAT) for the year was Rs, 7,42,34,112/- recording a growth of 13% over the PAT of Rs, 6,56,30,176/- in 2014-15.

Revenues Consolidated

Our Total Income on Consolidated basis in Financial year 2015-16 increased to Rs, 1,34,06,90,901/- from Rs, 1,08,67,34,364/- in the previous year 2014-15, at a growth rate of 23 %. Profit before interest, tax, depreciation (EBITD) was Rs, 23,87,84,999/- registering a growth of 18 % over EBITD of Rs, 20,09,10,519/- in 2014-15. Profit before tax (PBT) for the year was Rs, 9,31,20,309 /- recording a decline of 8.8% over the PBT of Rs, 10,13,47,237 /- in 2014-15. Profit after tax (PAT) for the year was Rs, 4,52,33,527/- recording a decline of 0.53 % over the PAT of Rs, 6,93,47,200/- in 2014-15.

3) DIVIDEND:

In continuation of earlier trend of declaring cash dividend and keeping in mind the overall performance and the outlook for your Company, the directors are pleased to recommend for approval of the members, at the ensuing Annual General Meeting, a final dividend of Rs, 1/- per share for the financial year 2015-16 aggregating to Rs, 90,99,475/-. The equity dividend outgo for the Financial Year 2015-16, if approved by the members would involve a cash outflow of Rs, 1,09,51,946 /- including dividend tax for financial year 2015-16. A

The Final Dividend, subject to the approval of Members at the Annual General Meeting on September 29, 2016, will be paid on or after October 10, 2016 to the Members whose names appear in the Register of Members, as on the date of book closure, i.e. from September 24, 2016 to September 29, 2016 (both days inclusive).

4) TRANSFER TO RESERVES:

The Company has not transferred any amount to the general reserve account during the reporting period.

5) EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure 6 to Director''s Report.

6) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the standalone financial statements provided in this Annual Report.

7) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has adequate internal Control systems and follows procedures for purpose of identification and monitoring of related party transactions. All related party transactions are periodically placed before the Audit Committee for review and approval, as appropriate. The Company is listed on SME platform of BSE, thus the provisions of regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding formulation of policy on materiality of related party transactions is not applicable to the Company. There were no materially significant related party transactions made by the Company with promoters. Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to the Board''s report.

8) STATE OF COMPANY''S AFFAIRS:

The Company is an ITES Company serving in Geospatial Services & Solutions. It has emerged as a specialist in GIS & Engineering Services Solutions provider as well in infrastructural deliverables. The company offers diversified services to address engineering challenges in an increasingly complex world while making continual advancement in the infrastructure, technology and resources to various engineering industry verticals.

The Company has developed GIS Services & Solutions with infrastructure facilitation (water & electricity), to capture, to integrate, to analyze, to design, to manage and present all types of geographical data / information in the fields of GIS, Remote Sensing, LiDAR (Light Detection And Ranging), Photogrammetric, Energy System & Solutions, outright Infrastructural Solutions (Electricity & Water), Emergent with Building Information Modeling (BIM), SMART Solutions and SMART grid catering to SMART Cities, Surveys and Customized Software Application Development.

9) MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:

The Promoters of the Company Mr. Sagar Meghe, Mr. Sameer Meghe and their spouses Mrs. Devika Meghe and Mrs. Vrinda Meghe respectively has made an open offer pursuant to regulation 3(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 were the said persons are acting as acquirer(s) to acquire up to 23,65,864 equity shares representing 26% of the total paid up equity share capital of the Company. The said offer will result into a considerable change in shareholding pattern of the Company.

The Board has proposed a postal ballot on 28th May, 2016 for the approval of shareholders which they approved through E-voting and Postal Ballot Form the result of which declared on 06th July, 2016. The business transacted through postal ballot includes Alteration of Main object clause of Memorandum of Association, change in designation and remuneration of Mr. Sagar Meghe as whole time director with the nomenclature of chairman of the Company and to consider change in remuneration of Mr. Sameer Meghe, Mr. Amit Somani and Mr. Abhay Kimmatkar.

10) FIXED DEPOSITS:

In terms of the provision of Sections 73 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any fixed deposits during the year under review.

11) MANAGEMENT''S DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management''s Discussion and Analysis Report on the financial condition and result of consolidated operations of the Company for the year under review is presented in a separate section forming part of the Annual Report.

12) SUBSIDIARIES:

As on March 31, 2016, we have six subsidiaries which are as follows:-

1. ADCC Infocom Private Limited;

2.AI Instruments Private Limited;

3. ADCC Academy Private Limited;

4. ADCC Tech Limited;

5. ADCC International East Africa Limited and

6. ADCC Technology Zambia Limited

During the year, the Board of Directors (''the Board'') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board''s report.

The statement also provides the details of performance, financial positions of each of the subsidiaries. These documents will also be available for inspection during business hours at our registered office in Nagpur, India.

During the year. Non-current investments were made in the following subsidiaries:

1)ADCC Academy Private Limited;

2)ADCCTech Limited;

3)AI Instruments Private Limited;

4)ADCC Infocom Private Limited;

13) BUSINESS: Strategy

At ADCC our strategic objective is to build up an integrated platform in Geospatial field which enables us to serve our clients to the best of their requirements and at the same time generating profitable growth for our investors. In order to fulfill these objectives and to meet the demands of present and future, the Company in consultation with Price Water House Coopers is developing Strategic Management Plan which deals with challenges, opportunities, and new initiatives which will result into growth for company and its Stake Holders.

Human resources management

To ensure good human resources management, your Company focuses on all aspects of the employee lifecycle. In ADCC Retention has been identified as one of the areas within HR to strategize upon. As a part of HR initiative for retentions we have specifically Implemented some Industry Best practices with employee Benefits.

The Company periodically arranges Rewards and Recognitions programs at the right time for the right resource and they are in the form of monetary rewards. Paid Vacations for extraordinary performances, certificates. Awards and the Company conduct Regular surveys and Audits to judge employee Satisfaction and reviews for changes accordingly. Survey from great place to work with focus on organizational culture, employee inputs etc. Target based incentive plans and Timely annual Appraisals. This provides a holistic experience for the employ-eeas well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.

The focus of the HRD during FY 15-16 was to give the human resources the chance to grow and nurture themselves in the organization. The focus was to develop the employee capability while maintaining a work life balance which in turn will ensure a holistic growth of each and every employee of ADCC. This approach will strengthen our aim to consider our employees as human assets. The focus was also on training and development where in each employee a mandatory 48 hours of training to enhance their skills. Another aspect to build a skilled workforce was to decentralize the recruitment process and conduct various walk in interviews at project sites to hire local talent. Recruitment was done to increase the diversity and knowledge base within the company.

Internship MOUS were tied up with prestigious GIS colleges for obtaining M. Tech and MSc students for internship programs at your Company, who were subsequently offered a permanent position with the company. Structured insurance policies were created and the information conveyed to all employees for their well-being and benefit. ADCC follows a 360 degree appraisal methodology. Self-appraisal as well as reporting authority''s evaluation is considered. Employees are also given a chance to present their views to the top management directly as well. Employee Engagement survey was one such important survey conducted amongst employees, which yielded a result of more than 90% trust amongst employees on its top management.

On the welfare side Annual sports day was conducted to make employees realize the importance of physical Fitness, health camp was also successfully done as a part of welfare of Head Office and branch offices.

14) RISK MANAGEMENT:

For your Company, Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management ensure adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize the shareholder value. Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defense cover of the Company''s risk management. The Company has a robust organizational structure for managing and reporting on risks. The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company''s Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and Magnitude of impact and determining a response strategy.

The key cornerstones of your Company''s Risk Management Framework are:

1)Periodic assessment and prioritization of risks that affect the business of your Company;

2) Development and deployment of risk mitigation plans to reduce the vulnerability to the prioritized risks;

3) Focus on both the results and efforts required to mitigate the risks;

4) Defined review and monitoring mechanism wherein the functional teams, the top management and the Board review the progress of the mitigation plans.

15) CORPORATE GOVERNANCE:

Your Company strives to ensure that best corporate governance practices are identified, adopted and Consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder value. Your Directors reaffirm their continued commitment to good corporate governance practices. It is an ethically driven business process that is committed to values aimed at enhancing an organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders'' expectations. The Company presents a statement of all related party transactions before the Audit Committee. A detailed report on Corporate Governance forms an integral part of Annual Report and is set out as separate section therein.

16) APPOINTMENT OF STATUTORY AUDITORS:

The Members of the Company at the Annual General Meeting of the Company held on August 26, 2014 appointed M/s. Shah Baheti Chandak & Co, Chartered Accountants (Firm Registration No.109513W) as the Statutory Auditors of the Company to hold such office till the conclusion of twentieth (20th) Annual general Meeting.

M/s. Shah Baheti Chandak & Co, Chartered Accountants have confirmed their eligibility and willingness to accept office, if appointment is ratified by the Members of the Company. The ratification of appointment of Statutory Auditors is subject to the approval of the Members of the Company. Your Directors propose ratification of appointment of M/s. Shah Baheti Chandak & Co, Chartered Accountants Co. as the Statutory Auditors of your Company.

Auditors'' report is self-explanatory and therefore does not require further comments and explanation.

17) SECRETARIAL AUDITORS'' REPORT:

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 Mr. Sushil Kawadkar, Practicing Company Secretary to undertake the Secretarial Audit of the Company.

In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board Report as Annexure-5, a Secretarial Audit Report given by the Secretarial Auditor.

18) BOARD OF DIRECTORS AND ITS MEETINGS:

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of executive, non-executive and independent Directors including one woman Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

One meeting of the Board of Directors is held in each quarter. Additional meetings of the Board are convened as may be necessary for proper management of the business operations of the Company. Separate meeting of independent Directors is also held at least once in a year to review the performance of non-independent Directors, the Board as a whole and the Chairman.

The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

19) DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 of the Company for that period;

iii. they 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;

iv .they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

20) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2016, your Company has 5 (five) Non-Executive Directors out of them 4 (four) are Non-Executive Independent Directors. Pursuant to Section 149 of the Companies Act, 2013, every listed company shall have at least one-third of its total strength of the Board of Directors as Independent Directors. Based on the present composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

In terms of Section 152 of the Companies Act, 2013 and Article 134 of the Articles of Association of your Company, Mr. Amit Somani, Director is liable to retire by rotation at the Eighteenth Annual General Meeting. Mr. Amit Somani has confirmed his eligibility and willingness to accept the office of the Director of your Company, if confirmed by the Members at the ensuing Annual General Meeting.

In the opinion of your Directors, your Company will continue to benefit from Mr. Amit Somani in his capacity as the Managing Director of your Company. Your Directors, therefore, recommend that the proposed resolution relating to reappointment of Mr. Amit Somani be passed.

21) POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the directors'' report.

22) DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR:

The Board of the Company comprises eight Directors, out of which four Directors are independent. All independent Directors of the Company have declared and confirmed that they meet with the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23) BOARD EVALUATION:

The provision of sec. 149(8) of Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual directors including independent Directors.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. Recommendations and suggested areas of improvement for the Board, its various committees and the individual Directors were considered by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

24) COMMITTEES OF THE BOARD:

During the year under report, the Board of Directors of your Company constituted the following Committees of the Board. The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

- Management Committee

- Audit Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Stakeholders Relationship and Grievance Committee

25) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are mentioned as Annexure 10 to the Board''s report.

26) EMPLOYEE STOCK OPTION PLANS:

The Nomination and Remuneration Committee (NRC) of the Board of the Company, inter alia, administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the applicable provisions of SEBI Guidelines. Your Company has issued and implemented the Employees Stock Option Scheme ("Scheme") named as ADCC ESOP 2014 in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (''the SEBI Regulation'') as a measure to reward and motivate employees as also to attract and retain the talent to its employees. Details of the stock options granted under ADCC ESOP 2014 is annexed to this Report as Annexure 8.

During the year under review, the Company has allotted 39,475 shares pursuant to "ADCC Employee Stock Option Plan, 2014" on 11th of March, 2016. The issuance of shares pursuant to the said scheme has resulted in the increase in number of Equity shares issued by the Company which stands at 90,99,475 shares as on date.

27) CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. The Board of Directors at its meeting held on May 08, 2014 had constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein. The CSR agenda is planned in consultation with the CSR committee members through a systematic independent need assessment. We believe in positive relationships that are built with constructive engagement which enhances the economic, social and cultural well-being of individuals and regions connected to our activities. The Company pursuant to the recommendation of the CSR Committee had adopted a detailed policy on Corporate Social Responsibility and also discussed and identified the core areas in which the CSR activities was proposed to be carried out in the CSR Committee Meetings from time to time. The Corporate Social Responsibility Policy can be accessed on the Company''s website at the link: http://adccinfocad.com/investors/Policies/ Corporate-Social-Responsibility-Policy.pdf

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 7 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

28) EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Act, the extract of annual return is annexed as Annexure-6 to the Board''s report in the prescribed Form MGT-9.

29) VARIATION OF IPO PROCEEDS:

Pursuant to regulation 32(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Company is required to give an explanation for variation in utilization of IPO proceeds. The Company executes projects in Geospatial & Engineering services i.e. GIS/Remote Sensing, LiDAR (Light Detection and Ranging), Photogrammetric, Energy System and solutions. Engineering Design Services, Surveys and Customized Application Development and therefore requires Technical Equipment, Software and Hardware to carry out the aforesaid activities.

The Company has taken essential steps to deploy funds earmarked for Purchase of Technical Equipment, Software and Hardware mentioned in the IPO Proceeds as per "Schedule of Implementation & Deployment of Funds" in Prospectus, but the specification and the requirement of Technical Equipment, Software and Hardware keep changing as per the present business contract to be executed for the clients. Further, at times for cost-effectiveness it is important to select a more economic, consistent and reliable source to ascertain and acquire software, hardware and technical equipments from other than mentioned in the Prospectus and require more time for finalizing the vendors.

Thus, by keeping in mind the above issues Company management has decided that it will utilize the money so raised, as and when the need arise, in best possible way with complete transparency. The detailed utilization of IPO proceeds till March 31, 2016 is mentioned in Financial Statement, which forms part of Annual Report.

30) VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In terms of the section 177(9) of companies act, 2013 and rules framed there under, your Company has established a ''Whistle Blower Policy and Vigil Mechanism'' for directors and employees it provides a channel to the employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the concerned authorities. The details of the vigil mechanism (whistle blower policy) are given in Annexure 9 of this board report.

31) PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (SEBI) vide notification dated January 15, 2015 has put in place a new framework for prohibition of Insider Trading in Securities and to strengthen the legal framework thereof. These new regulations of the SEBI under the above notification have become effective from May 15, 2015. Accordingly, the Board has formulated Insider Trading Policy in accordance with Regulation 8 & 9 of Insider Trading Regulations, 2015 for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of the same is available on the website of the Company at the link: http://adccinfocad.com/ investors/Policies/lnsider-Trading-Policy.pdf

32) LEGAL, GOVERNANCE AND BRAND PROTECTION:

Your Company continued to focus on the key areas and projects within the Legal, Compliance and Corporate Affairs functions. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to the Board''s Report.

33) INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries and reports the same on quarterly basis to Audit Committee.

34) ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation.

35) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

36) SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (SHWWA):

ADCC''s quest for competitive excellence consists of its commitment to lawful and ethical conduct and adherence to its values. Integrity, honesty and respect for people remain some of its core values. Your Company is committed to providing a work environment that is professional and mature, free from animosity and one that reinforces our value of integrity that includes respect for the individual. The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Policy aims to develop a harmonious and productive working environment free from sexual harassment. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.

37) ACKNOWLEDGEMENT:

Your Directors place on record their appreciation to the Government of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express our sincere appreciation for their continued co-operation and assistance. We look forward to their continued support in future. We wish to thank our bankers, investors, rating agencies, customers and all other business associates for their support and trust reposed in us.

Your Directors express their deep sense of appreciation for all the member of the ADCC family whose commitment, co-operation, active participation, dedicated efforts, consistent contribution and professionalism at all levels has made the organization''s growth possible.

Finally, the Directors thank you for your continued trust and support.

For and on behalf of the Board of Directors

Place: Nagpur Mr7Sagar|Meghe CA''Amit Somani

Date: 03rd September, 2016 (Chairman) (Managing Director)


Mar 31, 2015

Dear Members,

The Directors are pleased to present the Seventeenth Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31st, 2015

1. Financial Results

We are delighted to present the report on our business and operations for the year ended March 31st, 2015.

Standalone

Particulars 2015 2014

Total Income 98,44,85,473 77,55,42,112

Profit before interest, depreciation and 19,58,38,333 18,45,04,177 taxes

Finance Cost 7,47,67,032 6,27,70,445

Depreciation 2,36,07,319 1,90,21,475

Provision for income 3,18,33,806 3,05,67,516 tax

Prior Period item:

Depreciation 0 55,40,813

Employee benefit 0 15,47,025

Net Profit for the 6,56,30,176 6,50,56,903 year

Dividend 67,95,000 1,49,84,991

Dividend tax 13,83,326 25,46,701

Net worth 36,50,22,271 21,69,83,194

Earnings per Share 7.24 9.77 (EPS) (Basic)

Earnings per Share 7.10 9.77 (EPS) (Diluted)

Consolidated

Particulars 2015 2014

Total Income 1,08,67,34,364 79,85,05,457

Profit before interest, depreciation and 20,09,10,519 18,13,11,657 taxes

Finance Cost 7,50,66,984 6,31,05,386

Depreciation 2,44,96,298 1,98,28,253

Provision for income 3,20,00,036 3,04,86,757 tax

Prior Period item:

Depreciation 0 55,40,811

Employee benefit 0 15,47,025

Net Profit for the 6,93,47,200 6,08,03,425 year

Dividend 67,95,000 1,49,84,991

Dividend tax 13,83,326 25,46,701

Net worth 36,80,93,103 21,16,77,689

Earnings per Share 7.55 9.02 (EPS) (Basic)

Earnings per Share 7.40 9.02 (EPS) (Diluted)

2. Company's Performance

Revenues Standalone

Total Income on Standalone basis in Financial year 2014-15 increased to Rs. 98,44,85,473/- from Rs. 77,55,42,112/- in the previous year 2013-14, at a growth rate of 26.94%. Profit before interest, tax AND depreciation (EBITD) were Rs. 19,58,38,333/- registering a growth of 6.14% over EBITD of Rs.18,45,04,177/- in 2013-14. Profit before tax (PBT) for the year was Rs. 9,74,63,982/- recording a growth of 1.93% over the PBT of Rs. 9,56,24,419/- in 2013-14. Profit after tax (PAT) for the year was Rs. 6,56,30,176/- recording a growth of 0.88 % over the PAT of Rs. 6,50,56,903/- in 201314.

Revenues Consolidated

Total Income on Standalone basis in Financial year 2014-15 increased to Rs. 1,08,67,34,364/- from Rs. 79,85,05,457/-in the previous year 2013-14, at a growth rate of 36.10%. Profit before interest, tax, depreciation (EBITD) was Rs. 20,09,10,519/- registering a growth of 10.81% over EBITD of Rs. 18,13,11,657/- in 2013-14. Profit before tax (PBT) for the year was Rs. 10,13,47,237/- recording a growth of 11.02% over the PBT of Rs. 9,12,90,182/- in 2013-14. Profit after tax (PAT) for the year was Rs. 6,93,47,200/- recording a growth of 14.05. % over the Profit after tax (PAT) of Rs. 6,08,03,425/- in 2013-14.

3. Dividend:

Based on the Company's performance, the directors are pleased to recommend for approval of the members a final dividend of Rs. 0.75/- per share for the financial year 2014-15 aggregating to Rs. 67,95,000/-. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 81,78,326/- including dividend tax for financial year 2014-15.

The Dividend, subject to the approval of Members at the Annual General Meeting on September 30, 2015, will be paid on or after September 7, 2015 to the Members whose names appear in the Register of Members, as on 21st September, 2015 and the share transfer book shall be closed from September 22, 2015 to September 30, 2015 (both days inclusive).

4. Transfer to Reserves:

The Company has not transfer any amount to the general reserve account during the reporting period

5. Particulars of Loans, Guarantees or Investments:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

6. Particulars of Contracts or Arrangements made with related parties:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to the Board's report.

7. Material Events occurring after Balance Sheet date:

The Company in its Prospectus dated September 23, 2014 had specified the utilization of the proceeds of the fresh issue by the Company under the section titled "Objects of the Issue" on page no. 65. The Total Fund requirement under the Issue (including internal accruals) was Rs. 992.74 lakhs (including 32.74 lakhs of internal accruals) and the said proceeds was to be utilized for (i) Purchase of New Technical Equipment, Software and Hardware (i.e. Rs. 115.83 lakhs), (ii) Part finance the long term Working Capital requirement (Rs. 700 lakhs), (iii) International Marketing & Branding Expenses (Rs. 48.99 lakhs), (iv) General Corporate Purposes (Rs. 77.92 lakhs) and (v) issue expenses (Rs. 50 lakhs).

The company achieved with respect to utilization of the objects relating to "Technical Equipment, Software and Hardware" as mentioned in prospectus was 27.13% till 31st March, 2015 (in terms of total amount deployed in this particular object). As on March 31, 2015, the total amount utilized for the said Objects of the Issue is Rs. 31.42 lakhs and the balance unutilized amount amounting to Rs. 84.41 lakhs is temporarily lying in current accounts with Banks. During the current financial year, the Company has acquired some Technical Equipment, software and Hardware which is mentioned in the below revised proposed object.

Thus pursuant to the provisions of Section 27 and other applicable provisions, if any, of the Companies Act, 2013 read with The Companies (Prospectus and Allotment of Securities) Rules, 2014 the Company has conducted a postal ballot in which the shareholders shall approve the variation in deployment of funds. The Company has dispatch the Postal Ballot Notice to all the Shareholders which has been completed on 03rd August, 2015 and the Notice of Postal Ballot will be available at website of the Company as well as on the website of Bombay Stock Exchange. The E-Voting commenced from August 5, 2015 at 10:00 A.M. and shall complete on September 3, 2015 at 5:00 P.M.

There will not be any material impact on financial position of the company, if company purchase the Technical Equipment, Software and Hardware from the proposed vendors within the extended dates as mentioned above from the IPO proceeds.

8. Fixed deposits:

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any fixed deposits during the year under review.

9. Management's discussion and analysis:

In terms of the provisions of Clause 52 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report.

10. Subsidiaries:

As on March 31, 2015, we have six subsidiaries which are as follows:

I. ADCC Infocom Private Limited;

II. AI Instruments Private Limited;

III. ADCC Academy Private Limited;

IV. ADCC International East Africa Limited;

V. ADCC Tech Limited; and

VI. ADCC Technology Zambia Limited

During the year, the Board of Directors ('the Board') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC 1 is appended as Annexure 1 to the Board's report.

The statement also provides the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, shall be available on our website www.adccinfocad.com. These documents will also be available for inspection during business hours at our registered office in Nagpur, India.

Investments and Disinvestments made during the reporting period in the subsidiaries are mentioned below:

During the reporting period, the Company invested in ADCC Tech Limited as a Subscriber to the Memorandum at the time of incorporation on February 14, 2015.

The Main object of ADCC Tech limited is to carry on the business of geographical surveys and mapping, On-Shore & Off-Shore surveys and Fields Surveys including oil & gas and any other fields, Consultancy of Survey Engineering, Survey Planning, Aerial Photography, Aerial and Satellite Remote Sensing using different sensors like RADAR, Aeromag, LiDAR etc., in addition to cameras and mapping using any of the above mentioned sensor systems from Aerial and other platforms, geographical information systems, Management System Engineering Consultancy including without limiting the generality, to all such other events/activities ancillary thereto.

During the reporting period, the Company disinvested 5 percent of its holding made in ADCC Academy Private Limited and ADCC Infocom Private Limited.

11. Business:

Strategy

At ADCC our strategic objective is to build up an integrated platform in Geospatial field which enables us to serve our clients to the best of their requirements and at the same time generating profitable growth for our investors. In order to fulfill these objectives and to meet the demands of present and future the Company has developed ADCC Strategic Management Plan which deals with challenges, opportunities, and new initiatives that have resulted through a study of organizational processes and the geospatial industry.

Attract and Retain

A global, diverse, motivated and high performing employee base

To ensure good human resources management, your Company focuses on all aspects of the employee lifecycle. In ADCC retention has been identified as one of the areas within HRD to strategize upon. As a part of HR initiative for retentions we have specifically Implemented some Industry Best practices with employee Benefits. The Company periodically arranges Rewards and Recognition programs at the right time for the right resource and they are ranging from monthly monetary rewards to Foreign Tours for extraordinary performances, Holiday Club Benefits with paid vacation of 3 days to 5 top performers, the Company conduct Regular surveys and Audits to judge employee Satisfaction and reviews for changes accordingly, Survey from great place to work with focus on organizational culture, employee inputs etc. Target based incentive plans and Timely annual Appraisals. The Company has taken a very unique initiative CMMI (Capability Maturity Model Integration) implementation process to strengthen Process for employees.

Human Resources Management

The company has adapted good practices to retain, encourage and develop skills of all the employees of the company. The details of Human Resource of the company has been mentioned in other sections of this Annual Report.

12. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. Our Corporate governance report for fiscal 2015 forms part of this Annual Report.

13. Appointment of statutory auditors:

The Members of the Company at the Annual General Meeting of the Company held on August 26, 2014 appointed M/s. Shah Baheti Chandak & Co; Chartered Accountants (Firm Registration No.109513W) as the Statutory Auditors of the Company to hold such office till the conclusion of twentieth (20th) Annual general Meeting.

M/s. Shah Baheti Chandak & Co; Chartered Accountants have confirmed their eligibility and willingness to accept office, if appointment is ratified by the Members of the Company. The ratification of appointment of Statutory Auditors is subject to the approval of the Members of the Company.

Your Directors propose ratification of appointment of M/s. Shah Baheti Chandak & Co, Chartered Accountants Co. as the Statutory Auditors of your Company.

14. Auditors' report and secretarial auditors' report:

Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s. Sushil Kawadkar, Practicing Company Secretary as the Secretarial Auditor of the Company. Accordingly, the Secretarial Auditor has given his report, which is annexed hereto as Annexure-6. The comments of the Board on the observations of the Secretarial Auditor are given after Annexure-6 above.

15. Board Meetings:

The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

16. Directors' responsibility statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 of the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

17. Directors and Key Managerial Personnel:

During financial year 2014-15, 4 (Four) Independent Directors were appointed for a period of 5 (Five) consecutive years. Pursuant to the provisions of the Companies Act, 2013, they are not liable to retire by rotation. As on March 31, 2015 your Company has 6 (Six) Non-Executive Directors out of them 5 (five) are Independent Directors and One is NonIndependent. Pursuant to Section 149 of the Companies Act, 2013, your company should have at least one third of its total strength of the Board of Directors as Independent Directors and pursuant to clause 52 (I) (A) (i) and 52 (I) (A) (ii) of listing agreement your company should have at least fifty percent of its total strength of the Board of Directors as Independent Directors. Based on the present composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

In terms of Section 152 of the Companies Act, 2013 and Article 134 of the Articles of Association of your Company, Mr. Sagar Meghe, Director is liable to retire by rotation at the Seventeenth Annual General Meeting. Mr. Sagar Meghe has confirmed his eligibility and willingness to accept the office of the Director of your Company, if confirmed by the Members at the ensuing Annual General Meeting.

In the opinion of your Directors, your Company will continue to benefit from Mr. Sagar Meghe in his capacity as the Director and Chairman of your Company. Your Directors, therefore, recommend that the proposed resolution relating to appointment of Mr. Sagar Meghe be passed.

Pursuant to Section 149 of the Companies Act, 2013, and pursuant to rules made there under every listed company should have at least one woman director on the Board. In order to comply with these provisions, Board of Directors of your Company in its meeting held on 11th March, 2015 appointed Ms. Shrilekha Lanjekar as an Additional Director in the Category of Non-Executive Independent Women Director of the Company and who holds office till the date of Annual General Meeting. In terms of section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under section 160 of the Companies Act, 2013 signifying his intention to propose Ms. Shrilekha Lanjekar as a candidate for the office of a director of the Company. The resolutions seeking approval of the Members for the appointment of Ms. Shrilekha Lanjekar is incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about her. The Company has received a notice under Section 160 of the Act along with the requisite deposit proposing the appointment of Ms. Shrilekha Lanjekar.

18. Policy on directors' appointment and remuneration and other details:

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Annual report.

19. Declaration of Independence by Independent Director:

The Board confirms that all Independent Directors of the Company have given a declaration under Section 149 (7) of the Companies Act, 2013, to the Board that they meet the criterion of independence as prescribed under Section 149(6) of the Companies Act, 2013.

20. Board Evaluation:

The Companies Act, 2013 sec.149 (8) states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Pursuant to Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole is followed based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section which forms part of the Annual report. Recommendations and suggested areas of improvement for the Board, its various committees and the individual Directors were considered by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

21. Committees of the Board:

During the financial year 2014-15, the Board of Directors of your Company constituted the following Committees of the Board. The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

i. Management Committee

ii. Audit Committee

iii. Nomination and Remuneration Committee

iv. Corporate Social Responsibility Committee

v. Stakeholders Relationship and Grievance Committee

22. Corporate Governance:

A separate section on Corporate Governance with a detailed compliance report as stipulated under the Listing Agreement and any other applicable law for the time being in force forms an integral part of this Report.

23. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are annexed as Annexure-11 to the Board's report.

24. Employee stock option plans:

Your Company has issued ADCC ESOP 2014 to its employees. Details of the stock options granted under ADCC ESOP 2014 are annexed as Annexure-9 to the Board's report.

25. Corporate social responsibility:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-8 to the Board's report in the format as prescribed in the Companies (Corporate Social Responsibility) Rules, 2014.

26. Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is annexed as Annexure-7 to the Board's report in the prescribed Form MGT-9.

27. Vigil Mechanism /Whistle Blower Policy

The details of the vigil mechanism/whistle blower policy are annexed in Annexure-10 to the Board's report

28. Legal, Governance and brand protection

Your Company continued to focus on the key areas and projects within the Legal, Compliance and Corporate Affairs functions. During the year, your Company has adopted new policies and amended existing policies such as Policy on CSR Policy and Vigil mechanism/Whistle Blower Policy, Policy on code of conduct, Nomination and Remuneration policy, Insider Trading Policy in line with new governance requirements. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to the Board's report.

29. Enhancing Shareholders Value

Your Company believes that its Members are among its most important stakeholders.

30. Acknowledgement

The directors thank the Company's employees, customers, vendors, investors for their continuous support. The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member of the ADCC family.

For and on behalf of the Board of directors

SD/- SD/- Place: Nagpur CA Amit Somani Mr. Sameer Meghe 4th September, 2015 Managing Director Vice Chairman

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