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Notes to Accounts of ADCC Infocad Ltd.

Mar 31, 2015

1. Terms/Rights attached to each class of shares:

The Company has only one class of equity shares having face value of Rs. 10 per share each holder of equity share is entitled of one vote per share.

2. Secured Loans:

a. Term Loan:

Term Loan has been secured against hypothecation of Building, Plant & Machineries, Computers, Equipment and Furniture & Fixtures etc.

b. Working Capital Limit:

Working Capital Limit has been secured against hypothecation of Book Debts, Stock. Work in progress and personal guarantee of all directors of the Company.

3. Provision for Taxation:

Current tax provision for current financial year is at Rs. 2,57,39,833/- (P.Y.Rs. 1,88,96,744/-)

4. Interim & Final Dividend for Current Financial Year:

During the current Financial Year the Board of Directors has Proposed Dividend on Equity Shares @7.5% Rs. 67,95,000/-

The Dividend declared at AGM held in 2014 and paid during the year is Rs. 99,90,000/-

5. Expenditure in Foreign Currencies:

The Company has incurred expenditure in foreign currency on account of services amounting to Rs. 24,96,018/- during the current financial year. (P.Y. Expenses on account of services amounting to Rs. 36,52,144/-)

6. Earning in Foreign Currencies:

The company has accrued interest of Rs. 2,81,915/- (4668 USD) [Previous year - Rs. 5,24,574/- (8752 USD)] on account advance for investment given to subsidiary which has been shown in other income in books of accounts during the current financial year.

7. The Company intends to acquire additional shares from its foreign subsidiary Company M/s. ADCC International East Africa Limited for which an amount of Rs. 15,99,794/- is paid and shown under the head non-current investments as advance for investment. However, the formalities for increase in authorised share capital as well as application for permission to RBI is yet to be completed.

8. Group Gratuity:

The company has obtained for Group Gratuity Scheme for Employees of the company. All the eligible employees are entitled for benefits in the form of lump sum payments to vested employees on retirement or termination of employment or on death while in employment for an equivalent to 15 days salary payable for each completed year of service subject to maximum of Rs. 10 lakhs. Vesting occurs on completion of five years of service. Since, entire liability in this regards is of LIC, the contribution assessed by LIC for the current year is considered as expenses and provided for. The following table summarize the component of net benefit expenses recognized in the statement of profit and loss account.

(a) List of Related Parties and their relationships:

PartiCulars Relationship

ADCC Infocom Private Limited Subsidiary Company (Direct holding)

ADCC Academy Private Limited Subsidiary Company (Direct holding

AI Instruments Private Limited Subsidiary Company (Direct holding)

ADCC International East Africa Limited Subsidiary Company (Direct holding

ADCC Zambia Limited Subsidiary Company (Direct holding)

ADCC Tech Limited Subsidiary Company (Direct holding

Mr. Sagar Meghe Key Managerial Personnel

Mr. Sameer Meghe Key Managerial Personnel

Mr. Amit Somani Key Managerial Personnel

Mr. Abhay Kimmatkar Key Managerial Personnel

Mrs. Shalinitai Meghe Relative of Key Managerial Personnel

Smt. Smita Meghe Relative of Key Managerial Personnel

Mrs. Sheetal Somani Relative of Key Managerial Personnel

Mrs. Jayshree Kimmatkar Relative of Key Managerial Personnel

Meghe Entertainment Pvt. Ltd. Enterprise in which Key Managerial Personnel exercises control

Meghe's Educational Institutions Enterprise in which Key Managerial Personnel exercises control

Meghe Education Foundation Enterprise in which Key Managerial Personnel exercises control Radhikabai Meghe Mahila Shikshan

Enterprise in which Key Managerial Personnel exercises control

AKS Infra Developers Pvt. Ltd. Enterprise in which Key Managerial Personnel exercises control Raghav Infra Developers & Builders Pvt.

Enterprise in which Key Managerial Personnel exercises control

Sai Ashram Enterprise in which Key Managerial Personnel exercises control SMD Hospitals Pvt. Ltd. Enterprise in which Key Managerial Personnel exercises control

Shree Datta Meghe Bal kalyan Shikshan Sanstha Enterprise in which Key Managerial Personnel exercises control

9. Previous Year Comparative Figures:

Previous year figures are regrouped/rearranged wherever necessary.

10. The balance from debtors, creditors and other parties are subject to confirmation.

11. Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the company. The areas for CSR activities are promoting educational activities. The funds were utilized on these activities which are specified in Schedule VII of the Companies Act, 2013.

12. Dues to Micro, Small and Medium Enterprises

As at 31st March, 2015, there is no outstanding to micro and small enterprises (Rs. Nil outstanding as at 31st March, 2014).

13. ESOP Scheme

ADCC ESOP 2014: The Company under ADCC ESOP 2014 grants the Options convertible into Equity Share to eligible employees of the Company. The Board of Directors recommended ADCC ESOP 2014 to the shareholders on 03rd December, 2014 and the shareholders approved the recommendation of the Board of Directors on 30th December, 2014 through Extraordinary General Meeting. The maximum aggregate number of shares that may be awarded under the Plan is 1,82,420 shares . The Options Convertible into Equity Share will be issued at face value of the equity share i.e. Rs.10 per share. ADCC ESOP 2014 is administered by Nomination and Remuneration Committee (the Committee) and through the Board of Directors wherever required. The Committee is comprised of independent members of the Board of Directors.

During the year ended 31st March, 2015 the company has not made any allotment of Equity Shares. The allotment of Equity Shares will vest over a period of four years from the date of the grant in the proportions specified in the ADCC ESOP 2014 and can exercise on the date of completion of vesting period. The Equity Shares will vest subject to conditions fulfilment as set forth in the ADCC ESOP 2014 for each applicable year of the vesting tranche.

In accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the excess of the closing market price on the grant date of the RSUs over the exercise price is amortized on a straight-line basis over the vesting period.

During the year ended 31st March, 2015, the company recorded an employee compensation expense of Rs. 11,87,631/- in the statement of profit and loss.

 
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