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Notes to Accounts of Aptech Ltd.

Mar 31, 2017

Note 1.1 Managerial Remuneration:

Managerial remuneration to Managing Director (‘MD’) and Whole time Director (‘WTD’) under Section 198 of the Companies Act 2013:

Note 1.2 Liabilities for gratuity and leave encashment at the end of tenure has not been considered for calculation of Managerial remuneration as per section IV of schedule V of Companies Act 2013.

Note 1.3 The Company has already made applications to the Central Government, seeking their approval to waive excess remuneration paid to the Managing Director aggregating Rs.146.31 lakhs for the year ended 31st March 2015 and Rs.140.25 lakhs paid to the Managing Director & Whole time Director for the Year ended 31st March’16 , approvals for which are awaited.

2.1 Ad ministration and other expenses are net of recoveries.

3) Contingent Liabilities, Capital commitments (to the extent not provided for) and Counter Guarantees in respect of:

4) Retirement Benefits :

A) The details of the Company’s defined benefit plans for its employees are given below:-

(I) The amount recognised in the balance sheet in respect of the gratuity:

General description of the fair value of the plan

Gratuity liability under the Payment of Gratuity Act, 1972 is accrued on actuarial valuation and funded through group gratuity scheme of the company administrated by ICICI Prudential Life Insurance Company Limited.

5) Deferred Tax

Deferred Tax Asset on carry forward business losses / depreciation and other differences in excess of deferred tax liability has not been recognised as a matter of prudence. The items giving rise to deferred tax assets / liabilities are as under:-

6) The Company does not recognise MAT credit entitlement, on account of prudence from financial Year 2012-13.

7) Seg mental Report for the year of the Company As per AS-17 is annexed.

8) Foreign Currency exposures which are not hedged:

9) Disclosure in respect of Related Parties pursuant to AS-18 :-

I. List of Related Parties: Parties where control exists: Subsidiaries:

Company /firm whose control exists : Aptech Training Limited FZE Dubai

Aptech Worldwide Corporation, USA (Refer Point no. B-17 of Note 16) Maya Entertainment Limited (Merged with Avalon Aviation Academy Private Limited w.e.f 1st April’13 Refer Point no. B-13 of Note 16 )

Attest Testing Services Limited AGLSM SDN BHD - MALAYSIA

Aptech Investments Enhancers Ltd, Mauritius (Subsidiary of Aptech Ventures) Aptech Ventures Ltd, Mauritius

Star International Training and Consultancy Pvt. Ltd. (W.e.f 23rd dec’2016) (Erstwhile Aptech Global Investment Limited) (Subsidiary of Aptech Training Limited FZE )

Others/ Joint Venture:

Asian Institute of Communication & Research (AICAR)

Key management personnel: Mr. Anil Pant - Managing Director & CEO (From 3rd Nov 2016)

(Designate CEO & MD : from 21st July 2016 to 2nd Nov 2016)

Mr. Ninad Karpe - Managing Director (Till 2nd Nov 2016)

Mr. Anuj Kacker - Whole Time Director

Relative of Key Mangement personnel: Mrs.Anjali Karpe (Wife of Mr. Ninad Karpe)

Related party relationship is as identified by the Management and relied upon by the Auditors.

There have been no write off /write back in case of any related party except provision for doubtful debts & write off disclosed elsewhere in finacial statement. [See note 7 and note 8(e)].

10) The Scheme of Amalgamation (‘the Scheme’) of Maya Entertainment limited (‘MEL’) (a wholly owned subsidiary ) with Avalon Aviation Academy Private Limited (‘AAA’) (Another Wholly Owned Subsidiary ) which has been approved by Hon’ble High Court of Mumbai on 5th September 2014. The Scheme has become operational on 23rd September’2014 on filling of requisite forms with the Register of Companies with effect from appointed date .On and from effective date of the Scheme, Maya Entertainment Limited ceases to exist. Name of Avalon Aviation Academy private limited, thereupon was changed to Maya Entertainment limited effective from 21st October’2014.

11) Balances of Trade Receivables, Trade payables and loans and advances are subject to confirmation and reconciliation.

12) The Company has constituted a CSR committee as required under Section 135 of the Act, together with relevant rules as prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘CSR rules’). The Company has formulated the CSR policy and has identified the CSR intiatives as also methodology for spending the same to ensure appropriate end use of funds so spent. The Company is required to contribute Rs.45.26 lakhs during the FY 2016-17 (Previous Year Rs.48.43 lakhs), however till end of the financial year 2016-17, a sum of Rs.16.85 lakhs (Previous Year Rs.5.75 lakhs ) has been spent on the said initiatives.

13) The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts has been made in the books of account. The Company did not have any derivative contracts as at balance sheet date.

14) The Company’s pending litigations comprise of claims against the Company primarily by the Civil & Consumer case pending with Courts. The Company has reviewed all its pending litigations and proceedings and has adequately provided for, where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. Refer Note B-1 of point 16 for details on contingent liabilities. In respect of litigations, where the management assessment of a financial outflow is probable, the Company has recognised Contingent liabilities of Rs.468.32 lakhs as at 31 March 2017 (Previous Year Rs.551.81 lakhs).

15) Disclosure on Specified Bank Notes: - During the year, the Company had Specified Bank Notes (SBN) or other denomination notes as defined in the MCA notification, G.S.R 308(E) , dated 30th March,2017. The details of the SBNs held and transacted during the period from November 8 ,2016 to December 30,2016 . The details are as follows.

16) One of the wholly owned subsidiary namely Aptech Worldwide Corporation, USA is being wound up vide the resolution of the Board of the Company in its meeting held on 26th October 2015. The business operations of the said subsidiary for last several years were insignificant

17) In accordance with the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 (‘SEBI Regulations’), the company had obtained approval of its shareholders at the Annual General Meeting held on 27th September 2016 to create, offer and grant up to 4432620 options under Aptech ESOP 2016 scheme to the employees of the Holding Company and its subsidiaries. These options will vest in 3rd, 4th and 5th year based on the tenure of eligible employees and performance criteria. The Stock options are granted at an exercise price, which is equal to Fair market price as determined by the Nomination and Remuneration committee. Based on valuation report of an Independent Valuer, the Fair value of ESOP cost is arrived at based on Black- Scholes — Merton model and a sum of Rs.548 lakhs for the year ended March 31, 2017 which has been provided for. The Company reimburses the cost incurred by it in granting option or benefits to the employees of the Subdiary Companies.

The Fair value model inputs the share price at respective grant dates, exercise price of Rs.67 , volatility of 0.43 , dividend yield of 1.22% , life of option being 4 year 6 month, and a risk-free interest rate of 6.95% .

18) The Board of Directors have recommended a interim Dividend of Rs.3 per equity share (30% face value of Rs.10 each) for FY 2016-17 at the meeting of Board of Directors held on 24th May’2017 . In view of amendment in AS-4, “Contingencies and events occurring after Balance sheet date”, during the year no provision for the proposed dividend in the books of account is required to be made.

19) The figures for the previous year have been regrouped / rearranged / reclassified wherever necessary to correspond with figures of current year.


Mar 31, 2016

1) During the year/ some of the subsidiaries of the Company have accumulated losses as at the year-end and previous year end :-

In case of certain subsidiaries/ the Company has investments in the equity shares aggregating ^ 8.28 lakhs (Previous year ^ 75.45 lakhs) and Loans and Advances aggregating ^ 892.53 lakhs (Previous year ^ 777.SO lakhs) as at the year end. Despite losses in these companies/ in the opinion of the management/ considering the strategic long-term nature of the investments and the business plans of the said subsidiaries/ the decline in the book value of these investments is temporary.

2.) Disclosure in respect of Related Parties pursuant to AS-18 :-

I. List of Related Parties:

Parties where control exists: Subsidiaries:

Company/firm where control exists : Aptech Training Limited FZE Dubai

Aptech Worldwide Corporation/ US

Maya Entertainment Limited (erstwhile Avalon Aviation Academy Private Limited w.e.f

1st April''13 ( Refer Point no B-13of Note 16)

Attest Testing Services Limited

AGLSM SDN BHD - MALAYSIA

Aptech Investments Enhancers Ltd/ Mauritius

Aptech Ventures Ltd/ Mauritius

Aptech Global Investment Ltd/ Mauritius

Others:

Aptech Hungama Digital Learning LLP (Joint Venture)

Asian Institute of Communication & Research (AICAR) Key management personnel: Mr. Ninad Karpe - Managing Director & CEO

Mr. Anuj Kacker - Whole Time Director Relative of Key management personnel: Mrs. Anjali Karpe ( Wife of Mr. Ninad Karpe)

8) The Company does not recognize MAT credit entitlement/ on account of prudence from financial Year 201 2-13.

9) During the year/ Aptech Training Limited FZE bought back Nil shares (previous year 1 3 units) towards which ^ NIL lakhs (previous year ^ 220.72 lakhs) are received.

10) Segmental Report for the year of the Company As per AS-1 7 is annexed.

Figure in italic and bracket represent Previous year''s amount.

Related party relationship is as identified by the Management and relied upon by the Auditors.

There have been no write off /write back in case of any related party except provision for doubtful debts & write off disclosed elsewhere in financial statement. [See note 6 and note 8(d)].

3.) In accordance with the Scheme of Amalgamation (''the Scheme'') of Maya Entertainment limited (''MEL'') (a wholly owned subsidiary ) with Avalon Aviation Academy Private Limited (''AAA'') (Another Wholly Owned Subsidiary ) was approved by Hon''ble High Court of Mumbai on 5th September 201 4. The Scheme had become operational on 23rd September''201 4 on filling of requisite forms with the Registrar of Companies with effect from appointed date. On and from effective date of the Scheme/ Maya Entertainment Limited ceases to exist. Name of Avalon Aviation Academy private limited/ thereupon was changed to Maya Entertainment limited effective from 21st October''201 4.

4.) Balances of trade receivables/ trade payables/ loans and advances are subject to confirmation and reconciliation.

5. The Company has constituted a CSR committee as required under Section 135 of the Act/ together with relevant rules as prescribed in Companies (Corporate Social Responsibility Policy) Rules/ 201 4 (''CSR rules''). As required under the Companies Act/ 201 3/ the Company was required to contribute ^ 48.43 lakhs during the financial year 201 5-16 (^ 44.38 lakhs Previous year). However the Company could contribute only ^ 5.75 lakhs during the financial year 201 5-16 (^ 6.15 lakhs Previous year). The tie-up with the NGO''s is yet to gather momentum and therefore the full contribution was not completed. The efforts are nevertheless on.

6. The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the yearend/ the Company has reviewed and ensured that adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts has been made in the books of account.

8. The Company''s pending litigations comprise of claims against the Company primarily by the Civil & Consumer case pending with Courts. The Company has reviewed all its pending litigations and proceedings and has adequately provided for/ where provisions are required and disclosed the contingent liabilities where applicable/ in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. Refer Note 1 -B of point 1 6 for details on contingent liabilities. In respect of litigations/ where the management assessment of a financial outflow is probable/ the Company has recognized contingent liabilities of ^ 551 .81 lakhs as at 31 March 201 6 (Previous Year ^ 433.67 lakhs).

9. Effective April/ 201 4 the Company has charged Depreciation with reference to the estimated useful life of fixed assets prescribed by Schedule II of Companies Act/ 201 3 or based on Management assessment of useful life/ if lower than what is prescribed under schedule II. Consequently/ depreciation charge for the previous Year ended March 31 / 201 5 was higher by 26 lakhs .Further Based on the transitional Provision in note 7(b) of schedule 11/ an amount of ^ 1 23.95 lakhs has been adjusted against retained earnings of the Company in financial year 201 4-1 5.

10. The figures for the previous year have been regrouped / rearranged / reclassified wherever necessary.


Mar 31, 2015

1. The Company has already made applications to the Central Government, seeking their approval to waive excess remuneration paid to the Managing Director & CEO for Rs. 54.91 lakhs for the year ended 31st March,2013 and Rs. 48.61 lakhs for the year ended 31st March 2014, approvals for which are awaited. Application to Central Government seeking waiver of excess remuneration of Rs. 146.31 lakhs paid to the Managing Director & CEO for the year ended 31st March, 2015 is being made.

2. Contingent Liabilities, Capital commitments, and Counter Guarantees in respect of:

Rs. in Lakhs

Particulars As at 31 As at 31 March 2015 March 2014 (i) Contingent Liabilities

(a) Claims against the company not acknowledged as debt 113.67 572.02

Total (i) 113.67 572.02

(ii) Capital Commitments and Guarntees

(a) Estimated amount of contracts remaining to be executed on capital account and not 128.94 105.33 provided for

(b) Counter Guarantees to bank for projects 191.06 281.46

Total (ii) 320.00 386.79

Total (i ii) 433.67 958.81

3. During the year, some of the subsidiaries of the Company have accumulated losses as at the year-end and previous year end :-

In case of certain subsidiaries, the Company has investments in the equity shares aggregating Rs. 75.45 lakhs (Previous year Rs. 6,141.52 lakhs) and Loans and Advances aggregating Rs. 777.50 lakhs (Previous year Rs. 2,987.21 lakhs) as at the year end. Despite losses in these companies, in the opinion of the management, considering the strategic long-term nature of the investments and the business plans of the said subsidiaries, the decline in the book value of these investments is temporary

General description of the fair value of the plan

Gratuity liability under the Payment of Gratuity Act, 1972 is accrued on actuarial valuation and funded through group gratuity scheme of the company administrated by ICICI Prudential Life Insurance Company Limited.

B) Defined Contribution Plan -

The Company has recognised the following amount as an expense and included in the note 13 - "Contribution to Provident & other funds - Rs. 180.69 lakhs (Previous Year - Rs. 180.37 lakhs)

4. The Company does not recognise MAT credit entitlement, on account of prudence from financial Year 2012-13.

5. During the year, Aptech Training Limited FZE bought back 13 units (previous year 8 units) amounting to Rs. 220.72 lakhs (previous year Rs. 131.58 lakhs) received (including gain on foreign exchange).

6. Segmental Report for the year of the Company As per AS-17 is annexed.

7. Disclosure in respect of Related Parties pursuant to AS-18 I. List of Related Parties:

Parties where control exists: Subsidiaries:

Company /firm where control exists Aptech Training Limited FZE Dubai

Aptech Worldwide Corporation, US

Maya Entertainment Limited (Merged with Avalon Aviation Academy Private Limited w.e.f 1st April'13 Refer Point no. B-13 of Note 16 )

Attest Testing Services Limited

AGLSM SDN BHD - MALAYSIA

Aptech Investments Enhancers Ltd, Mauritius

Aptech Ventures Ltd, Mauritius

Aptech Global Investment Ltd, Mauritius

Others:

Hungama Digital Media Entertainment Pvt. Ltd.

Aptech Hungama Digital Learning LLP (Joint Venture)

Key management personnel: Mr. Ninad Karpe - Managing Director & CEO

Mr. Anuj Kacker - Whole Time Director

8. The Scheme of Amalgamation ('the Scheme') of Maya Entertainment limited ('MEL') (a wholly owned subsidiary ) with Avalon Aviation Academy Private Limited ('AAA') (Another Wholly Owned Subsidiary ) which has been approved by Hon'ble High Court of Mumbai on 5th September 2014. The Scheme has become operational on 23rd September'2014 on filling of requisite forms with the Registar of Companies with effect from appointed date .On and from effective date of the Scheme, Maya Entertainment Limited ceases to exist. Name of Avalon Aviation Academy private limited, thereupon was changed to Maya Entertainment limited effective from 21st October'2014.

9. Balances of sundry debtors and sundry creditors are subject to confirmation and reconciliation.

10. The Company has constituted a CSR committee as required under Section 135 of the Act, together with relevant rules as prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 ('CSR rules'). The Company has formulated the CSR policy and has identified the CSR intiatives as also methodology for spending the same to ensure appropriate end use of funds so spent. The Company is in process of tying up with some more NGO's operating in the similar field as that of company's identified CSR initatives. Accordingly, till end of the financial year 2014-15, a sum of Rs. 6.15 Lakhs has been spent on the said initiatives. The focused spending on this would happen from next financial year.

11. The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts has been made in the books of account. The Company did not have any derivative contracts as at balance sheet date.

12. The Company's pending litigations comprise of claims against the Company primarily by the Civil & Consumer case pending with Courts. The Company has reviewed all its pending litigations and proceedings and has adequately provided for, where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. Refer point no. B-1 of Note 16 for details on contingent liabilities. In respect of litigations, where the management assessment of a financial outflow is probable, the Company has made a provision of Rs. 433.67 lakhs as at 31 March 2015.

13. Effective April, 2014 the Company has charged Depreciation with reference to the estimated useful life of fixed assets prescribed by Schedule II of Companies Act, 2013 or based on Management assessment of useful life, if lower than what is prescribed under schedule II. Consequently, depreciation charge for the Year ended March 31,2015 is higher by Rs. 26 lakhs .Further Based on the transitional Provision in note 7(b) of schedule II, an amount of Rs. 123.95 lakhs has been adjusted against retained earnings of the Company.

14. The figures for the previous year have been regrouped / rearranged / reclassified wherever necessary.


Mar 31, 2014

1) Contingent Liabilities, Capital commitments, and Counter Guarantees in respect of:

Rs. in Lakhs

Particulars As at As at 31st March, 31st March, 2014 2013

(i) Contingent Liabilities

(a) Claims against the company not acknowledged as debt 572.02 675.34

Total (i) 572.02 675.34

(ii) Capital Commitments and Guarantees

(a) Estimated amount of contracts remaining to be executed on capital 105.33 36.44 account and not provided for

(b) Counter guarantees to bank for projects 281.46 180.43

Total (ii) 386.79 216.87

Total (i ii) 958.81 892.21

2) During the year, some of the subsidiaries of the Company have accumulated losses as at the year-end and previous year end :-

In case of certain subsidiaries, the Company has investments in the equity shares aggregating Rs. 6,141.52 lakhs (Previous year Rs. 6,141.52 lakhs) and Loans and Advances aggregating Rs. 2,987.21 lakhs (Previous year Rs. 3,032.73 lakhs) as at the year end. Despite losses in these companies, in the opinion of the management, considering the strategic long-term nature of the investments and the business plans of the said subsidiaries, the decline in the book value of these investments is temporary.

3) The Company does not recognise MAT credit entitlement, on account of prudence from financial year 2012-13.

4) a. In the previous year, the company has signed an Agreement with Hungama Digital Learning for investing 50% in the share capital of the newly formed "Aptech Hungama Digital learning LLP" , investing sum of Rs. 2.00 lakhs.

b. During the year, Aptech Training Limited FZE brought back 8 units (previous year 9 units) towards which Rs. 131.58 lakhs (previous year Rs. 132.80 lakhs) are received.

c. In the previous year, in pursuance to agreement of Syntea SA of (Poland JV), The Company has invested in said Company there of USD$ 500,000 for 9.09% shares there in.

5) Segmental Report for the year of the Company As per AS-17 is annexed.

6) The Financial Statements of the Company for the year ended 31st March, 2014 were earlier approved by the Board of Directors (''BOD'') at its meeting held on 13th May, 2014 and reported upon by the Statutory Auditors vide their report dated 13th May, 2014. The said Financial Statements were pending to be circulated/submitted to the general body of members for adoption. The said Financial Statements did not include the effect of the following:

The Scheme of Amalgamation (''the Scheme'') of Maya Entertainment Limited (''MEL'') (a wholly owned subsidiary) with Avalon Aviation Academy Private Limited (''AAA'') (another Wholly Owned Subsidiary) which has been approved by Hon''ble High Court of Mumbai on 5th September 2014, subsequent to the adoption of accounts by the BOD on 13th May''2014. The Scheme has become operational on 23rd September 2014 on filing of requisite forms with Registrar of Companies, with effect from the appointed date, i.e. 1st April, 2013. Consequently, in the investment schedule, based on the swap ratio mentioned in the scheme, the Company''s shareholding in AAA increases by 23642107 equity shares (in process of being issued) amounting to Rs 5,674.35 lakhs in reduction of its investment in equity shares of MEL amounting to Rs. 5,674.35 lakhs. Accordingly, the Revised Financial Statements have been prepared in supersession of the Financial Statements, previously approved by Board as referred to above, for giving consequential effect to the Scheme. There is no impact on the Statement of Profit & loss for the year.

7) The figures for the previous year have been regrouped / rearranged wherever necessary.


Mar 31, 2013

1) Contingent Liabilities, Capital commitments, and Counter Guarantees in respect of: Rs. in Lakhs Particulars As at 31st March, As at 31st March, 2013 2012

(i) Contingent Liabilities

(a) Claims against the company not acknowledged as debt 675.34 627.60

Total (i) 675.34 627.60

(ii) Capital Commitments and Guarntees

(a) Estimated amount of contracts remaining to be executed on capital 36.44 157.80 account and not provided for

(b) Counter guarantees to bank for projects 180.43 77.74

Total (ii) 216.87 235.54

Total (i ii) 892.21 863.15

2) During the year, some of the subsidiaries of the Company incurred losses and/or have accumulated losses as at the year-end or previous year end :- In case of certain subsidiaries, the Company has investments in the equity shares aggregating Rs. 6,141.52 lakhs (Previous year Rs. 6,205.73 lakhs) and Loans and Advances aggregating Rs. 3,032.73 lakhs (Previous year Rs. 3,607.85 lakhs) as at the year end. Despite losses in these companies, in the opinion of the management, considering the strategic long-term nature of the investments and the business plans of the said subsidiaries, the decline in the book value of these investments is temporary.

3) From April 2012 the Company has not recognised MAT credit entitlement under section 115JAA of Income Tax Act, 1961 as a matter of prudence.

4) a. During the year, the company has signed an Agreement with Hungama Digital Learning for investing 50% in the share capital of the newly formed "Aptech Hungama Digital learning LLP", investing sum of Rs. 2.00 lakhs.

b. During the year, Aptech Training Limited FZE brought back 9 units towards which 132.80 lakhs are received.

c. In pursuance to agreement of Syntea SA of (Poland JV), The Company has Invested in said Company there of USD$ 500,000 for 9.09% there in.

5) Segmental Report for the year of the Company As per AS-17 is annexed.

6) Disclosure in respect of Related Parties pursuant to AS-18 :-

I. List of Related Parties:

Parties where control exists: Subsidiaries:

Company /firm whose control exists : Aptech Training Limited FZE Dubai

Aptech (WOS) Bangladesh Limited Aptech Worldwide Corporation, US Maya Entertainment Limited Attest Testing Services Limited Avalon Aviation Academy Pvt Ltd AGLSM SDN BHD - MALAYSIA Aptech Investments Enhancers Ltd, Mauritius Aptech Ventures Ltd, Mauritius Aptech Global Investment Ltd, Mauritius Others:

Aptech Employees Stock option Trust Aptech Hungama Digital Learning LLP Key management personnel: Mr. Ninad Karpe - Managing Director & CEO

Mr. Anuj Kacker - Whole Time Director (w.e.f. 1st Nov''12)

7) The figures for the previous year have been regrouped / rearranged wherever necessary.


Mar 31, 2012

1. Capital commitments and Contingent Liabilities in respect of:

Particulars As at March 31, 2012 As at March 31, 2011

in Lakhs in Lakhs

(i) Contingent Liabilities

(a) Claims against the Company not acknowledged as debt 627.60 798.57

(b) Counter guarantees to bank for projects

Total (i) 705.34 1,085.37

(ii) Capital Commitments

(a) Estimated amount of contracts remaining to be executed on 157.80 87.36 capital account and not provided for Total (ii) 157.80 87.36 Total (i) (ii) 863.15 1 ,172.73

2. During the year, some of the subsidiaries of the Company incurred losses and/or have accumulated losses as at the year-end or previous year end :-

In case of certain subsidiaries, the Company has investments in the equity shares aggregating Rs 6,205.73 lakhs (Previous year Rs 6,419.30 lakhs) and Loans and Advances aggregating Rs 3,607.85 lakhs (Previous year Rs 3,934.76 lakhs as at the year end. Despite losses in these companies, in the opinion of the management, considering the strategic long-term nature of the investments and the business plans of the said subsidiaries, the decline in the book value of these investments is temporary.

General description of the fair value of the plan

Gratuity liability under the Payment of Gratuity Act, 1972 is accrued on actuarial valuation and funded through group gratuity scheme of the company administrated by ICICI Prudential Life Insurance Company Limited.

B) Defined Contribution Plan

The Company has recognised the following amount as an expense and included in the note 13 - "Contribution to Provident & other funds - Rs 162.90 lakhs (Previous Year - Rs 150.97 lakhs).

3. For the quarter and year ended March, 2012 under review, the Company has recognised MAT credit entitlement under section 115JAA of IT act 1961, of Rs 98 Lakhs and Rs 266 Lakhs respectively.

4. During the year, the company has signed an Agreement with Syntea SA of Poland for investing 9.09% in the share capital of the said Polish company, involving sum of 5,00,000 USD.

5. The Board of Directors have recommended a final dividend of Rs 1.50 per equity share (aggregating to a total dividend of Rs 3 per share for the financial year 2011-12 on Face value of Rs 10 and which includes an Interim dividend of Rs 1.50 per equity share declared at the meeting of the Board of Directors held on January 20, 2012 and paid)(In previous year total dividend paid was Rs 2.50 per share).

Related party relationship is as identified by the Management and relied upon by the Auditors.

There have been no write off /write back in case of any related party except provision for doubtful debts & write off disclosed elsewhere in financial statement. [see note 6 and note 8(v)].

6. Segmental Report for the year of the Company is annexed.

7. The figures for the previous year have been regrouped/rearranged wherever necessary.


Mar 31, 2011

1. The CFS of the Group have been prepared and presented for the year ended 31st March, 2011 against period of fifteen months in previous period i.e. from 1st January, 2009 to 31st March, 2010 (the period). The previous period figures do not include figures of Maya Entertainment Limited (MEL) which became the subsidiary of the Company from April 2010. Therefore the figures of current year are not comparable with previous period.

2. During the year ended 31st March, 2011:

i) In terms of share purchase agreement dated 27th January, 2010 the Company has acquired 89.66% of shareholding in Maya Entertainment Limited (MEL) on 23rd April, 2010 for consideration of Rs. 88,781,916/- in cash and issue of 1,717,103 and 479,670 equity shares at Rs. 216 and Rs. 158 per share respectively. The balance 10.34% shares in MEL, owned by a non resident company (INTEL) also to be acquired by the Company for cash subject to approval of Reserve Bank of India (RBI) to be obtained by seller. The said permission by RBI has been received in February 1, 2011. Accordingly, these shares which are in process of being transferred in favour of the company have been considered as Investment by the company in financial statement under report. The requisite amount for the said 10.34% holding of INTEL in Maya Entertainment Limited has already been parked in Escrow account. Although the MEL had become subsidiary w.e.f. 23rd April, 2010, the financial statement of "the Group" is including MEL financial statements from 01st April, 2010, in accordance with Accounting Standard (AS) 21 "Consolidated Financial Statements".

ii) Subsequently, the excess/deficit of cost to the Group of its investment in the said subsidiary company over its share of the net worth in the consolidated entities at the respective dates on which the investment in such entities are made is recognised in the CFS as Goodwill on consolidation amounting of Rs. 683,206,848/-. Out of the total purchases consideration of MEL sum of Rs. 50,000,000/- has been parked in escrow agency to be adjusted for any claim arising over period of two years.

iii) The Company has invested in Aptech Philippines Incorporation, Philippines through its subsidiary Aptech Global Investments Limited, Mauritius, with a stake of 40% holding, for expansion of education and training in information technology. The same has been accounted in CFS as per equity method in accordance with the AS-23 "Accounting for Investments in Associates in Consolidated Financial Statements".

3. The CFS of Aptech Ventures Limited (AVL) includes Financial Statements of its wholly owned and controlled subsidiary Aptech Investment Enhancers Limited (AIEL). The AIEL has acquired 19.50% as a long-term investment and 2.91% as a short-term investment, to be offloaded on the IPO listing as per the definitive agreement signed in March 2009 in BJB Career Education Company Limited (Investee Company) in which the holding is 22.41%. Although the Group has a Board representation,

considering its non participation in the financial and operational decision making process, management is of the considered view that there is little influence in the investee companys decision making process and therefore considers this investment as merely strategic and cannot be termed as an "Associate in term of provisions of Accounting Standard 23 – "Accounting for Investment in Associates in Consolidated Financial Statements" (AS 23), for the purpose of being reflected, as such, in the books of accounts. Accordingly, the investment made in the Investee Company has been reflected as an investment at the acquisition cost in term of provisions of Accounting Standard 13 – "Accounting for Investment" (AS 13).

4. Capital Commitments and Contingent Liabilities:

Amount in Rs.

Particulars As on 31st As on 31st March, 2011 March, 2010

A. Capital commitments:

Estimated amounts of contracts remaining to be executed on capital account and not 9,748,660 6,584,401 provided for

B. Contingent liabilities in respect of:

i) Claims against the Company not acknowledged as debts 104,554,702 98,268,772

ii) Counter guarantee to bank for projects 286,80,426 31,426,669

iii) In respect of Tax matters 13,809,562 -

5. In accordance with Accounting Standard (AS) 11 "The Effects of Changes in Foreign Exchange Rates" AGLSM SDN.BHD, Malaysia, Aptech Venture Limited (AVL), Aptech Investment Enhancers Limited (AIEL), Aptech Global Investment Limited (AGI), (located in Mauritius) is considered as integral operation. Aptech Worldwide Bangladesh Limited, Bangladesh is considered as integral operation but due to operational difficulties the translation procedures relating to addition to fixed assets, income and expenses are worked out at average rates. Brazil S.A. is considered as non-integral operation.

6. The reporting period of Aptech Wordlwide Bangladesh Ltd., Bangladesh is October to September. The figures of the said Subsidiary are consider in CFS upto September, 2009. In case of ACE Educação Profissional do Brasil S.A. the unaudited financial statements up to 31st December, 2010 were considered in CFS. There are no material transactions in the above subsidiaries between the reporting period of "the Group" and the reporting period of the Company.

7. The Group Companys subsidiary, Aptech Investment Enhancer Limited, Mauritius (AIEL) received dividend of Rs. 325,500,387/- from Beijing Aptech Beida Jade Bird IT Education Company Limited, China (BJBC).

8. Based on the resolution for Employee Stock Option Scheme (Scheme) approved by the shareholders on 16th September, 2006, the Aptech Employees Stock Options Trust - 2006 ("Trust) was set up on 6th December, 2006 and 15,00,000 Warrants of Rs. 1/- each have been granted by the Company to the Trust on 12th March, 2007.

The employees/directors were granted 1,165,000 stock options on 19th March, 2007 effective from 4th May, 2007 post Fringe Benefit Tax clarification. 1,065,000 stock options were issued to eligible employees and 100,000 stock options to Non Executive Directors. 1,065,000 stock options granted to eligible employees have been granted with a vesting schedule comprising 159,750, 213,000, 266,250 and 426,000 stock options over a vesting period of 12, 24, 36 and 48 months respectively from the grant date and an exercise period of one year from the respective vesting dates. The right to exercise 50% of the vested stock options shall be subject to the employees continuance of service with the Company on the exercise date, 25% of the vested stock option shall be subject to achievement of KRA (Key result area) as decided by the Managing Director and balance 25 % of the vested stock option shall be based on financial performance with reference to budgets.

During the year 226,168 options were vested with the employees. The options have been repriced at Rs.113/- as against the formula approved by Shareholders based on the powers given by the Shareholders to the Board to alter, vary and modify the scheme. The stock option discount in the aforesaid scheme, computed as per SEBI guidelines from the date of grant viz. 19th March, 2007, is being amortised on a straight line basis over the vesting period. Accordingly, during the year proportionate net recovery of Rs. 4,759,055/- (Previous period Rs. 16,024,205/-), has been included in "Salaries and other allowances" in the schedule of "Payments to and Provisions for Employees" (Schedule "13") as ESOP Compensation Cost. The said cost is net of recoveries of Rs. 201,613/-(Previous period Rs. 201,485/-) made from ESOPs granted to employees of wholly owned subsidiaries. During the year, 306,130 stock options (Previous period 444,089) have lapsed/forfeited/expired and reversal of discount charge aggregating Rs. 14,344,814/- (Previous period Rs. 30,963,414/-) has been credited to "Salaries and other allowances" in the schedule of "Payments to and Provisions for Employees" (Schedule "13") as ESOP Compensation Cost. The net reserve as reflected in Schedule "2" under ESOP-2006 scheme is net of ESOP Outstanding account Rs. 19,461,019/- (Previous year Rs. 30,633,975/-) and Deferred Employee Compensation Account Rs. 809,823/- (Previous year Rs. 5,120,563/-).

During the year, 264,832 (Previous year 197,764) stock options were exercisable against which 24,314 (Previous year 48,350) were exercised. Accordingly Rs. 4,607,503/-(Previous period Rs. 9,162,325/-) was transferred from Employee Stock Options Outstanding (ESOP 2006) Account to Securities Premium Account in Schedule "3".

9. Aptech Training and Education Trust setup in Tamilnadu to which company had advanced Rs. 6,266,637/- (Previous year Rs. 6,266,637/-) in earlier years which are fully provided for. During the current year, full amount has been written off.

10. Application made by Aptech Manpower Services Limited, a wholly owned subsidiary under Easy Exit Scheme 2011 with Register of Companies Maharashtra on 14th January, 2011 has been approved by the Ministry of Corporate Affairs and accordingly, the said company stands dissolved effective 21st April 2011, hence the amount of Investment Rs. 500,000/- and Loans Rs. 490,376/- which was fully provided for has been written off.

11. In 2007, the Company and Asian Institute of Communication & Research (AICAR) had formed a strategic alliance to create a premier educational institute of world-class quality. The AICAR Business School is a world-class Residential Institute offering Graduate Students and Corporate the opportunity to enhance skills in the research and development of management and communication practices of a standard unparalleled in most other institutes.

The two-year full time Post Graduate Diploma in Management offered by AICAR Business School is approved by the All India Council of Technical Education, New Delhi and is affiliated to the Directorate of Technical Education Board, Government of Maharashtra.

The company has advanced of Rs. 62,999,662/- inclusive of interest (Previous year Rs. 55,558,230/-) to AICAR.

12. Sundry Debtors and Sundry Creditors and some Bank balances are subject to confirmation & reconciliation.

Sundry Debtors are net of Rs. 77,311,907/- (Previous year Rs. 77,653,267/-) being the amounts payable to franchisees/vendors for services rendered to Institutional Clients by the Company, since as per the contract terms the same are payable only after the recovery from Institutional.

In one of the subsidiary the disclosure under Sundry Debtors relating to amount outstanding for a period exceeding six months is not ascertained, in view of the system difficulty in allocating receipts against the proportionate revenue recognized on accrual basis.

13. Out of the dues receivable by the Company from one Institutional project which was completed, Rs. 7,598,755/- has been held back by the client during the period (Previous year Rs. 7,059,458) towards certain alleged non-fulfillment of the Contract Terms without giving the requisite details. The outstanding balance receivable by the Company as on 31st March, 2011 is Rs.156, 257,586 (Previous year 174,752,347).

Further, the Company has to recover since long, Rs. 59,886,303/- (Previous year Rs. 59,886,303/-) from another institutional client who has held back Rs. 9,469,000 (Previous year Rs. 9,029,038/-) towards certain alleged non fulfillment of contract terms. The Company has to recover Rs. 50,417,303/- (Previous year Rs. 50,857,265/-) over and above the aforesaid penalty. Against the aforesaid receivable, the Company has to pay the business partners Rs. 30,417,303/- (Previous year Rs. 30,778,365/-) only on recovery from the project client, after adjustment of penalty attributable to them.

Pending the final outcome of the discussions/correspondence with the clients, as a measure of caution, the Company has provided in current year Rs. 3,157,586 as doubtful debt aggregating to Rs. 185,726,586/- as at 31st March 2011 (as at end of Previous period Rs. 182,569,000/-).

14. Related Party Disclosures:

a) Names of related parties and description of relation:

i) Key Management Personnel : Mr. Ninad Karpe (w.e.f 1st April, 2009) Managing Director

General description of the fair value of the plan

Gratuity liability under the Payment of Gratuity Act, 1972 is accrued on actuarial valuation and funded through group gratuity scheme of the holding company administrated by ICICI Prudential Life Insurance Company Limited.

B) Defined Contribution Plan –

Amount recognized as an expense and included in the Schedule 13 - "Contribution to Provident & Other Funds – Rs. 20,989,008/- (Previous year Rs. 25,581,522/-).

15. Deferred Tax

Deferred Tax Asset on carry forward business losses/depreciation and other reversible timing differences has not been recognized as a matter of prudence.

16. Segmental Report for the year of the group is annexed.

17. A) Managerial remuneration to Managing Director (MD) and Executive Director (ED) under Section 198 of the Companies Act 1956:

Notes:

i. The computation of net profits under Section 349 of the Companies Act, 1956 is not given since no commission is payable to any director.

ii. In determination of Managerial remuneration, certain perquisites have been valued in accordance with income Tax Act, 1961.

iii. As the liabilities for gratuity and leave encashment are provided on an actuarial basis for the Company as a whole, the amounts pertaining to the directors are not included above.

iv. Under the Employee Stock Option Scheme 2006, Mr. Ninad Karpe, Managing Director & CEO was granted 265,000 stock options in three phases in April 2009.out of which during the year 140,219 stock options were lapsed as on 31st March, 2011.

v. The Company has received approvals from the Central Government on dated 9th May, 2010 for waiver of excess remuneration of Rs. 4,681,225/- paid to the erstwhile Managing Director Mr. Pramod Khera during the period 01.01.2009 to 31.03.2009. The managerial remuneration for the year under report being in excess by Rs 2,503,601 limits specified under section 198 read with Schedule XIII of the Act, the application for the approval of Central Government for the waiver of such excess is being made by the company.

vi. In one of the subsidiary:

a) In absence of profits during the previous year 2009-10 under audit, the payment of remuneration to the Managing Director approved by the shareholders, being in excess of the limits prescribed under Schedule XIII to the Companies Act, 1956, is subject to the approval of the Central Government. Pending such approval for which application has been made, the amount debited to the Profit and Loss Account includes Rs. 3,046,718/- which is in excess of the limits prescribed under Schedule XIII to the Companies Act, 1956.

b) Advance Recoverable in Cash or kind or Value to be received includes Rs. 856,539/- (P.Y. Rs. 856,539/-) (Maximum amount outstanding Rs. 856,539/-) recoverable from one of the erstwhile Executive Director being excess remuneration paid in the earlier years.

c) The remuneration paid to the then Managing Director for the financial year 2008-09 being in excess of the limits prescribed under the Act by Rs. 54,29,000, for which the Company had applied to the Central Government (CG) and on 31st August, 2009 the permission was granted by CG up to Rs. 53,40,000. As a result, the remuneration paid for that year become excess by Rs. 89,000. The said sum is recoverable by the Company from the said Managing Director.

B) Some of the subsidiaries have paid Remuneration to Directors who in the opinion of the Company, do not wield as much powers of management of the affairs of the Company or of a particular function to be considered as a Whole-time Director. The employment of the director with the Company does not arise due to his position as a director, being an independent position. Hence in the Companys opinion, it is not required to comply with the provisions of the Companies Act, 1956 pertaining to remuneration limits of director and disclosure thereof, etc.

The company has relied upon an expert legal opinion obtained in this regard and also the latest circular (No.16/39/ CL–1–111/85 dated 26th June, 1987) issued by the Department of Company Affairs.

18. The dividend income, gain/loss on sale of investments/assets may not be comparable on year to year basis.

19. The figures for the previous accounting year have been regrouped/rearranged wherever necessary to correspond with the figures of the current year.


Mar 31, 2010

1) The Aptech Limited and its Subsidiaries/JVs (Group) has changed its financial year end from December to March to align with the financial year and therefore, the audited financial statements have been prepared and presented for the fifteen months period from 1st January, 2009 to 31st March, 2010 as against previous financial statements for the year ended 31st December, 2008. Therefore, the numbers of current period and previous year are not comparable.

2) During the 15 months ended 31st March, 2010:

i) The Company has incorporated through its subsidiary in Dubai, a subsidiary in Mauritius in the name and form of Aptech Global Investment Limited, for expansion of education and training in information technology in new markets.

ii) The Group has incorporated a new wholly owned subsidiary in Mauritius on 14th April, 2009 by the name Aptech Global Investment Limited.

iii) Subsequently, through the said subsidiary, during the year, the Company has entered into a joint venture agreement on 27th October, 2009 with Falgo & MAC, Brazil by virtue of which it holds 51% stake in ACE Educacao Profissional do Brasil S.A. a new company formed for imparting information technology education and training at Brazil.

iv) The Group has disposed of its entire holding in Beijing Aptech Beida Jade Bird Information Technology Co. Limited, a joint venture of the Company, on 27th April, 2009 for an agreed consideration of Rs. 1,065,875,910 and recognised profit on disposal of Joint Venture amounting to Rs. 11,850,165 which is included in "Profit on sale of long-term Investment". The transaction was effective 26th March, 2009. The Company has sold its investment in Beijing Aptech Beida Jade Bird Information Technology Company Limited (China Joint Venture) on 26th March, 2009. Due to unavailability of financial statements of China Joint Venture for the period from 1st January, 2009 to 26th March, 2009, the consolidated financial statements for period ended 31st March, 2010, does not include proportionate share of income and expenses of China Joint Venture till date of sale.

v) The Group has discontinued a wholly owned subsidiary in South Africa by the name Aptech Worldwide Limited w.e.f. 29th April, 2009

vi) The CFS of Aptech Ventures Limited (AVL) includes Financial Statements of its wholly owned and controlled subsidiary Aptech Investment Enhancers Limited (AIEL). The AIEL has acquired 19.50% as a long-term investment and 2.91% as a short term investment, to be offloaded on the IPO listing as per the definitive agreement signed in March 2009 in BJB Career Education Company Limited (Investee Company) in which the holding is 22.41%. Although the Group has a Board representation, considering its non participation in the financial and operational decision making process, management is of the considered view that there is little influence in the investee companys decision making process and therefore considers this investment as merely strategic and cannot be termed as an "Associate" in term of provisions of Accounting Standard 23 - "Accounting for Investment in Associates in Consolidated Financial Statements" (AS 23), for the purpose of being reflected, as such, in the books of accounts. Accordingly, the investment made in the Investee Company has been reflected as an investment at the acquisition cost in term of provisions of Accounting Standard 13 - "Accounting for Investment" (AS 13).

3) The Financial Statements of the Company for the period ended 31st March, 2010 were earlier approved by the Board of Directors (BOD) at its meeting held on 31st May, 2010 and reported upon by the Statutory Auditors vide their report dated 31st May, 2010, but the same were not submitted to the general body members for adoption. The said Financial Statements didnt include the effect of the following transactions:

i. The Scheme of Amalgamation (the Scheme) of Aptech Software Limited (ASL) (a wholly owned subsidiary) with the Company which has been approved by Honble High Court of Mumbai subsequent to the adoption of accounts by the BOD as aforesaid on 23rd July, 2010. The Scheme has become operational on 9th August, 2010 on filing of requisite forms with Registrar of Companies, with effect from the appointed date, i.e. 1st April, 2009. The Management has revised the Financial Statements of the Company for the period ended 31st March, 2010 to give effect of the Scheme. Accordingly, the Company has accounted for brought forward losses of ASL as at 1st April, 2009 aggregating Rs. 322,288,671 after reducing the reversal of provision for doubtful advances made by the Company to ASL of Rs. 157,919,571 resulting into net adjustment of Rs. 164,369,100 in opening balance of Profit and Loss Account and transactions of ASL for the year ended 31st March, 2010 in Profit and Loss Account of the Company for the period.

ii. On 12th August, 2010, the Board of Directors have proposed dividend for the period ended 31st March, 2010, which has been now accounted in Revised Financial Statements for the period ended 31st March, 2010.

Accordingly, these Revised Financial Statements have been prepared in supercession of the Financial Statements, previously approved as referred above, for giving consequential effect to the above transactions.

4) Capital Commitments and Contingent Liabilities :

(Rupees)

Particulars As on As on 31st March, 31st December, 2010 2008

A. Capital commitments

Estimated amounts of contracts remaining to be executed on capital account 6,584,401 5,401,789 and not provided for

B. Contingent liabilities in respect of:

i) Claims against the Company not acknowledged as debts 98,268,772 98,929,351

ii) Counter guarantee to bank for projects 31,426,669 18,057,133

iii) Corporate Guarantees to banks/third Parties - -

iv) Income Tax - 83,175,188

5) a) The Company had a Joint Venture in the previous year and its percentage Holding is given below:

Name of the Joint Venture % Share holding

Beijing Aptech Beida Jade Bird Information Technology Co. Ltd ("China JV") 50%

ii. The Company has divested its entire investment in above joint venture on 26th March, 2009. Disclosure for proportionate share in income and expenses for the period from 1st January, 2009 to 26th March, 2009 is not made, since the financial statements for truncated period are not available.

6) a) The financial statements of China JV till 2006 were prepared and audited as per Peoples Republic of China (PRO GAAP.

From the year 2007, the financial statements under PRC - GAAP are not prepared. The same have been prepared in conformity with US GAAP. Accordingly, the Financial Statement of the previous years i.e. of 2005 & 2006 have been restated to comply with US GAAP. The details of items of revenue, expenses, assets and liabilities restated in conformity with the US GAAP, being not made available are not shown separately.

b) The Financial Statements of China JV are made up in accordance with US GAAP; as such details as required under Schedule VI to Companies Act, 1956 are given in CFS to the extent of availability of information thereof.

c) From 13th February, 2006 China JV as established Wholly Owned Subsidiary, Shanghai Aptech Beida Jade Bird Information Technology Co., Ltd. ("SJB-Aptech"). The financial statements of SJB-Aptech have been included in Consolidated Financial Statement of China JV.

d) The difference in accounting policies if any is mentioned in this schedule (Refer Note no.24).

7) The board has recommended 10% final Dividend on equity share capital, pending for shareholders approval.

8) AGLSM SDN.BHD, Malaysia, Aptech Venture Limited (AVL), Aptech Investment Enhancers Limited (AIEL), Aptech Global Investment Limited (AGI), (Located in Mauritius is considered as integral operation). Aptech Worldwide Bangladesh Limited, Bangladesh, is considered as integral operation but due to operational difficulties the translation procedures relating to addition to fixed assets, income & expenses are worked out at average rates. China JV & Brazil S.A. are considered as non-integral operation.

9) The reporting period of Aptech Worldwide Bangladesh Limited, Bangladesh is October to September. In case of Brazil S.A. figures till 31st December, 2009 were considered for consolidation.

10) Based on the resolution for Employee Stock Option Scheme approved by the shareholders on 16th September, 2006, the Aptech Employees Stock Options Trust - 2006 ("Trust") was set up on 6th December, 2006 and 1,500,000 Warrants of Re. 1/- each have been granted by the Company to the Trust on 12th March, 2007. As confirmed by the companys legal counsel:

The employees/directors were granted 1,165,000 stock options on 19th March, 2007 effective from 4th May, 2007 post Fringe Benefit Tax clarification. 1,065,000 stock options were issued to eligible employees and 100,000 stock options to Non-Executive Directors. 1,065,000 stock options granted to eligible employees have been granted with a vesting schedule comprising 159,750, 213,000, 266,250 and 426,000 options over a vesting period of 12, 24, 36 and 48 months respectively from the grant date and an exercise period of one year from the respective vesting dates. The right to exercise 50% of the vested options shall be subject to the employees continuance of service with the Company on the exercise date, 25% of the vested option shall be subject to achievement of KRAs as decided by the Managing Director and balance 25% of the vested option shall be based on financial performance with reference to budgets.

During the year 72,750 options were vested with the employees. The entire 100,000 stock options granted to Non-Executive Directors has a vesting period of 12 months from the grant date and an exercise period of one year from the vesting date. The options have been repriced at Rs. 113/- as against the formula approved by Shareholders based on the powers given by the Shareholders to the Board to alter, vary and modify the scheme. The stock option discount in the aforesaid scheme, computed as per SEBI guidelines from the date of grant viz 19th March, 2007, is being amortised on a straight line basis over the vesting period and the reversal on account of lapse options is netted off against the charege for the year. Accordingly, during the period proportionate net recovery of Rs. 16,024,205/- (where as net charge in Previous Year Rs. 21,905,342/-), has been included in "Salaries and other allowances" in the schedule of "Payments to and Provisions for Employees" (Schedule "13") as ESOP Compensation Cost. The said cost is net of recoveries of Rs. 201,485/- (Previous Year Rs. 1,011,357/-) made from ESOPs granted to employees of wholly owned subsidiaries. During the period, 444,089 stock options (Previous year 200,044) have been lapsed/forfeited/expired and reversal of discount charge aggregating Rs. 30,963,414 (Previous year Rs. 6,632,092) have been credited to "Salaries and other Allowances" in the schedule of "Payment to and Provision for Employees" (Schedule "13"). The net reserve as reflected in Schedule "2" under ESOP-2006 scheme is net of ESOP Outstanding Account Rs. 30,633,975/- (Previous Year Rs. 73,433,659/-) and Deferred Employee Compensation Account Rs. 5,120,563 (Previous Year Rs. 27,713,767/-).

During the year, 197,764 options were exercisable against which 48,350 were exercised. Accordingly Rs. 9,162,325/- was transferred from Employee Stock Options Outstanding (ESOP 2006) Account to Securities Premium Account in Schedule "3".

11) i) During the earlier years, the Company had formed Aptech Education Society in Chattisgarh, which established a private university viz. Aptech University.

The Company being the sponsor had advanced interest free unsecured loans/advances to the society which were fully provided for. During the year, the management has taken the decision to write off the same against the provisions earlier made.

ii) Aptech Training and Education Trust setup in Tamilnadu to which Company had advanced Rs. 6,266,637 (Previous Year 9,123,807) in earlier years which are fully provided for.

12) In 2007, the Company and Asian Institute of Communication & Research (AICAR) had formed a strategic alliance to create a premier educational institute of world-class quality. The AICAR Business School is a world-class Residential Institute offering Graduate Students and Corporate the opportunity to enhance skills in the research and development of management and communication practices of a standard unparalleled in most other institutes.

The two-year full time Post Graduate Diploma in Management offered by AICAR Business School is approved by the All India Council of Technical Education, New Delhi and is affiliated to the Directorate of Technical Education Board, Government of Maharashtra.

The Company has advanced of Rs. 55,558,230/- inclusive of interest (Previous Year Rs. 47,084,270) to AICAR.

13) Sundry Debtors and Sundry Creditors are subject to confirmation & reconciliation.

14) Sundry Debtors are net of Rs. 77,653,267/- (Previous Year Rs. 98,018,000/-) being the amounts payable to franchisees/ vendors for services rendered to Institutional Clients by the Company, since as per the contract terms the same are payable only after the recovery from Institutional clients.

15) Out of the dues receivable by the Company from one Institutional project which was completed, Rs. 7,059,458 has been held back by the client during the period (Previous Years Rs. 2,925,289) aggregating to Rs. 158,339,998 (Previous Year Rs. 151,280,540) towards certain alleged non-fulfilment of the Contract Terms without giving the requisite details. Based on certain details made available, the Company has been able to recover an amount of Rs. Nil (Previous Year Rs. 8,209,608) aggregating to Rs. 27,150,745. Based on prevailing pattern of payments the Company estimates that out of the balance dues, a further amount could be held back by the client. The Company is in correspondence with the client to obtain the full details and resolve the differences. The Company has to recover Rs. 43,563,094 (Previous Year Rs. 101,300,563) over and above the aforesaid penalty.

Further, the Company has to recover since long, Rs. 59,886,303 (Previous Year Rs. 87,133,744) from another institutional client who has held back Rs. 9,029,038 (Previous Year Rs. 9,029,038) towards certain alleged non-fulfilment of contract terms. The Company has to recover Rs.50,857,265 (Previous Year Rs. 78,104,706) over and above the aforesaid penalty. Against the aforesaid receivable, the Company has to pay the business partners Rs. 30,778,365 (Previous Year Rs.33,328,337) only on recovery from the project client, after adjustment of penalty attributable to them.

Pending the final outcome of the discussions/correspondence with the clients, as a measure of abundant caution, the Company had provided Rs. 163,000,000 as at 31st March, 2010 (previous year Rs. 108,000,000) and has made provision for doubtful debts in earlier years amounts Rs. 16,469,000.

16) Related Party Disclosures

a) Names of related parties and description of relation:

i) Company Whose Control Exists

Aptech Investments

Others:

Aptech Employees Stock Option Trust

ii) Key Management Personnel

Mr. Pramod Khera (till March 31, 2009) Mr.Ninad Karpe (w.e.f April 1, 2009)

: Managing Director Managing Director

General description of the fair value of the plan

Gratuity liability under the Payment of Gratuity Act, 1972 is accrued on actuarial valuation and funded through group gratuity scheme of the holding company administrated by ICICI Prudential Life Insurance Company Limited.

None of the foreign subsidiary or JV has any defined benefit plans for the employees.

B) Defined Contribution Plan -

Amount recognised as an expense and included in the Schedule 13 - "Contribution to Provident & Other Funds - Rs. 32,897,822/- (Previous Year Rs. 49,428,150/-).

17) Deferred Tax

Deferred Tax Asset on carry forward business losses/depreciation and other reversible timing differences has not been recognised as a matter of prudence.

18) Segmental Report for the year of the group is annexed.

ii. In determination of Managerial remuneration, certain perquisites have been valued in accordance with Income Tax Act, 1961.

iii. As the liabilities for gratuity and leave encashment are provided on an actuarial basis for the Company as a whole, the amounts pertaining to the directors are not included above.

iv. The managerial remuneration for the period under report being in excess by Rs. 4,681,225 of limits specified under Section 198 read with Schedule XIII of the Act, the application for the approval of Central Government for the waiver of such excess is being made by the Company.

v. The Company has received approvals from the Central Government for waiver of excess remuneration paid to the Managing Director and Executive Director during the year 2008.

vi. Under the Employee Stock Option Scheme 2006, Mr. Ninad Karpe, Managing Director & CEO was granted 265,000 stock options in three phases in April 2009. Since as per the SEBI guidelines there has to be a gap of minimum one year between the date of grant and the date of vesting of the stock options, the said stock options were not vested as on 31st March, 2010. Erstwhile Managing Director Mr. Pramod Khera who exercised and was accordingly allotted 30,000 equity shares during last year out of 265,000 stock options that were granted to him, 225,250 stock options were lapsed on 31st March, 2009 as he resigned as Managing Director on that date. However as per the said Scheme, he is eligible for grant of stock options in the capacity as non-executive director.

B) Some of the subsidiaries have paid Remuneration to Directors who in the opinion of the Company, do not wield as much powers of management of the affairs of the Company or of a particular function to be considered as a whole time Director. The employment of the director with the Company does not arise due to his position as a director, being an independent position. Hence in the Companys opinion, it is not required to comply with the provisions of the Companies Act, 1956 pertaining to remuneration limits of director and disclosure thereof, etc.

The company has relied upon an expert legal opinion obtained in this regard and also the latest circular (no.16/39/ CL-1-111/85 dated 26th June 1987) issued by the Department of Company Affairs.

19) The Group has started hedging its risk of foreign currency fluctuations relating to receivables of highly probable forecast transactions pertaining to franchise income by entering into Exchange Traded Futures (ETFs). In accordance with Groups risk mitigating policy, it has designated these ETFs as cash flow hedge by early application of the recognition and measurement principles set out in the Accounting Standard 30 "Financial Instrument - Recognition and Measurement" (AS-30) to these transactions. Accordingly, changes in the fair value of these ETFs designated as effective hedges for the future cash flows are recognised directly in shareholders funds and ineffective portion thereof is recognised directly in the Profit and Loss Account. On squaring off the complete position of such ETF as on 31st March, 2010 profit of Rs.1,021,722 for the period ended 31st March, 2010 is accounted in Profit & Loss Account.

20) Based on information available with the Group, there are no dues payable to Micro Small and Medium Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006.

21) In terms of the Share Purchase Agreement and Addendum thereon executed amongst the Company, Maya Entertainment Limited (Maya) and Shareholders of Maya (Vendors), the Group acquired 89.66% of shareholding in Maya on 23rd April, 2010 for consideration of Rs.88,781,916 in cash and 1,717,103 equity shares at Rs.216 per share. Balance 10.33% in Maya, is being acquired pending regulatory approvals. Maya is engaged in the business of Animation & Multimedia education.

22) Figures for the current period of consolidated financial statement are not comparable with the previous year since there has been acquisitions/disposals/stake changes/mergers/demergers in subsidiaries and Joint Ventures of the Company.

23) The figures for the previous accounting year have been regrouped/rearranged wherever necessary to correspond with the figures of the current year.

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