Notes to Accounts of Ceinsys Tech Ltd.

Mar 31, 2018

1. Background

Ceinsys Tech Limited (Formerly known as ADCC Infocad Limited) (‘the Company’) is a company domiciled in India, with its registered office situated in Nagpur and is listed on the BSE Limited. The Company is primarily dealing in providing Enterprise Geospatial & Engineering Services and sale of software and electricity.

2a. Critical accounting judgements and key sources of estimation uncertainties

The preparation of the financial statements in conformity with Ind AS requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

Revenue Recognition :

The Company uses the percentage-of-completion method in accounting for its fixed - price contracts. The use of the percentage-of-completion method requires the Company to estimate the efforts or costs expended to date as a proportion of total efforts or costs to be expended. Efforts or costs have been used to measure progress towards completion as there is direct relationship between input and productivity. Provisions for estimated losses, if any, on uncompleted contracts are recorded in there period in which such losses become probable based on the expected contract estimates at the reporting date.

Expected Credit Loss:

The Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment on financial assets. The Company measures the ECL associated with its assets based on historical trend, industry practices and the business environment in which entity operates or any other appropriate basis. For trade receivables, the Company follows ‘simplified approach’ for recognition of impairment loss allowance. As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in forward-looking estimates are analysed.

Useful life of Assets:

Depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Company’s assets are determined by management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.

Defined benefit plans:

The cost of the defined benefit plans and the present value of the defined benefit obligation are based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

2b. Recent accounting pronouncements - Standards issued but not yet effective:

The Ministry of Corporate Affairs (“MCA”) notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 (the ‘Rules’) on March 28, 2018. The rules notify the new revenue standard Ind AS 115, Revenue from contracts with customers and also bring in amendments to existing Ind AS. The rules shall be effective from reporting periods beginning on or after April 1, 2018 and cannot be early adopted.

Ind AS 115, Revenue from contracts with customers

Ind AS 115, Revenue from contracts with customers deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised when a customer obtains control of a promised good or service and thus has the ability to direct the use and obtain the benefits from the good or service in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The standard replaces Ind AS 18 Revenue and Ind AS 11 Construction contracts and related appendices.

A new five-step process must be applied before revenue can be recognised:

1. identify contracts with customers

2. identify the separate performance obligation

3. determine the transaction price ofthe contract

4. allocate the transaction price to each of the separate performance obligations, and

5. recognise the revenue as each performance obligation is satisfied.

The new standard is mandatory for financial years commencing on or after April 1, 2018 and early application is not permitted. The standard permits either a full retrospective or a modified retrospective approach for the adoption.

The Company is evaluating the requirements of the new revenue standard (IND AS 115) and the effect on the financial statements, if any.

Appendix B to Ind AS 21 Foreign currency transactions and advance consideration

The MCA has notified Appendix B to Ind AS 21, Foreign currency transactions and advance consideration. The appendix clarifies how to determine the date of transaction for the exchange rate to be used on initial recognition of a related asset, expense or income where an entity pays or receives consideration in advance for foreign currency-denominated contracts. For a single payment or receipt, the date of the transaction should be the date on which the entity initially recognises the non-monetary asset or liability arising from the advance consideration (the prepayment or deferred income/contract liability). If there are multiple payments or receipts for one item, date of transaction should be determined as above for each payment or receipt.

The appendix can be applied:

- retrospectively for each period presented applying Ind AS 8;

- prospectively to items in scope of the appendix that are initially recognised

a) on or after the beginning of the reporting period in which the appendix is first applied (i.e. April 1, 2018 for entities with March year-end); or

b) from the beginning of a prior reporting period presented as comparative information (i.e. April 1, 2017 for entities with March year-end).

The Company is evaluating the requirements of the amendment and the effect on the financial statements, if any.

Amendments to Ind AS 40 Investment property - Transfers of investment property

The amendments clarify that transfers to, or from, investment property can only be made if there has been a change in use that is supported by evidence. A change in use occurs when the property meets, or ceases to meet, the definition of investment property. A change in intention alone is not sufficient to support a transfer. The list of evidence for a change of use in the standard was recharacterised as a non-exhaustive list of examples and scope of these examples have been expanded to include assets under construction/development and not only transfer of completed properties.

The amendment provides two transition options. Entities can choose to apply the amendment:

- Retrospectively without the use of hindsight; or

- Prospectively to changes in use that occur on or after the date of initial application (i.e. April 1, 2018 for entities with March year-end). At that date, an entity shall reassess the classification of properties held at that date and, if applicable, reclassify properties to reflect the conditions that exist as at that date.

The Company does not have any impact on account ofthis change.

Amendments to Ind AS 12 Income taxes regarding recognition of deferred tax assets on unrealised losses

The amendments clarify the accounting for deferred taxes where an asset is measured at fair value and that fair value is below the asset’s tax base. They also clarify certain other aspects of accounting for deferred tax assets set out below:

- A temporary difference exists whenever the carrying amount of an asset is less than its tax base at the end ofthe reporting period.

- The estimate of future taxable profit may include the recovery of some of an entity’s assets for more than its carrying amount if it is probable that the entity will achieve this.

- Where the tax law restricts the source of taxable profits against which particular types of deferred tax assets can be recovered, the recoverability of the deferred tax assets can only be assessed in combination with other deferred tax assets of the same type.

- Tax deductions resulting from the reversal of deferred tax assets are excluded from the estimated future taxable profit that is used to evaluate the recoverability of those assets. This is to avoid double counting the deductible temporary differences in such assessment.

An entity shall apply the amendments to Ind AS 12 retrospectively in accordance with Ind AS 8. However, on initial application of the amendment, the change in the opening equity of the earliest comparative period may be recognised in opening retained earnings (or in another component of equity, as appropriate), without allocating the change between opening retained earnings and other components of equity.

The Company does not have any impact on account of this change.

CEINSYS TECH LIMITED

( Formerly known as ADCC Infocad Limited )

Notes forming part to standalone financial statements for the year ended March 31, 2018 (All amounts in INR lakhs, unless otherwise stated)

The Company has issued 38,395 shares ( Previous Year : 38,745 Shares) under ADCC Employee stock option plan, 2014 to eligible employees.(Refer Note 31)

The Company has issued 913,825 bonus shares in the ratio of 1 bonus share for each 10 equity shares held on August 11, 2017 and accordingly adjusted Rs. 91.38 lakhs against Securities Premium Account.

The Company has made preferential allotment of 10,00,000 Equity Shares of face value of Rs 10 each at a price of Rs 170/- per share to Mr. Anand Sancheti on 15 November, 2017.

(iii) Terms and rights attached to each class of shares:

Equity shares have a par value of Rs. 10/- They entitle the holder to participate in dividends, and to share in proceeds of winding up the company in proportion to the number of an amounts paid on the shares held. Every holder of equity share present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is etitled to one vote.

Shares reserve for issue under options

Information relating to ADCC Employee stock option scheme 2014, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of reporting period, is set out in note 31.

Nature and purpose of other reserve Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

Share option outstanding account

The share options outstanding account is used to recognise the grant date fair value of options issued to employees under ADCC employee stock option plan 2014.

Vehicle loan from Banks carries an interest rate of 9% to 10% p.a. (Previous Year 99.85% to 10.50%) and other loan from Bank carries an interest rate of 10.7% p.a. to 13.75% p.a. (Previous Year 10.90%)

The aggregate amount of loans guaranteed by directors and other related parties was Rs. 963.53 Lakhs as at March 31, 2018 ( 1,022.04 Lakhs as at March 31, 2017 & Rs. 1,225.81 Lakhs as at April 01, 2016) (Refer note 26)

Note 3: Employee benefits

Brief description of the Plans:

Other Long Term Employee Benefit Obligations Leave obligation, which are expected to be availed beyond 12 months from the end of the year are treated as other long term employee benefits. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are recognised in the Statement of Profit and Loss in the year in which they arise.

Post-employment benefit plans:

Defined Contribution plans

The Company’s defined contribution plans are Provident Fund and Employees State Insurance Fund and Employees’ Pension Scheme (under the provisions of the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952). The Company has no further obligation beyond making the contributions to such plans.

Defined Benefit plans

Gratuity for employees in India is as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for the number of years of service. The gratuity plan is a funded plan and the Company plan assets is administered by an insurer and company funds the plan on periodical basis.

On 29th March 2018, Central Government notified the Payment of Gratuity ( Amendment) Act, 2018 (“the Act”). The Act increases the ceiling of the amount of gratuity payable to employee from Rs.10 lakhs to Rs. 20 lakhs.The amendment has increased the amount of gratuity provision recognized by Company in the financial statements for the year ended 31 March 2018.

Gratuity and Leave plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Investment risk

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. Plan investment is a qualifying insurance policy with the LIC of India

Interest Risk

A decrease in the bond interest Rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan’s investment.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

The gratuity plan is a funded plan and plan assets are insurer managed

The above sensitivity analysis are based on change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

Following disclosures related to Leave obligations

The liability for Leave obligation (Non - Funded) as at year end is Rs. 64.08 Lakhs ( As at March 31, 2017 Rs. 65.73 Lakhs and as at April 1, 2016 -Rs. 47.69 Lakhs)

Note 4: Commitments and contingencies Non cancellable operating lease commitments

The Company leases various offices and guest houses under non-cancellable operating lease expiring within 2 to 5 years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms ofthe leases are negotiated.

Note 5: Fair Value Measurements

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

A. Fair Value Hierarchy

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3 Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The carrying value and fair value of financial instruments by categories including the quantitative disclosures of fair value measurement hierarchy as at March 31, 2018 is as follows:

Note 6: Financial risk management

The company’s activities expose it to market risk, credit risk and liquidity risk. The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s financial risk management policy is set by the Committee of Board of Directors.

A Market Risk

Market Risk is the risk that the future value of a financial instrument will fluctuate due to moves in the market factors. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments.

The Company manages market risk through a treasury department headed by the CFO, which evaluates and exercises independent control over the entire process of market risk management and the processes of risk management is also approved by Senior Management and the Audit Committee.

The most common types of market risks include

- interest rate risk,

- foreign currency risk and

- equity price risk.

(i) Interest Rate Risk

Interest rate risk occurs when the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. In order to optimize such risk the treasury performs a interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

The company’s fixed rate borrowings are carried at amortised cost. They are therefore, not subject to interest rate risk as defined in IND As 107, since neither the carrying amount nor the future cash flow will fluctuate because of change in market interest rates.

The Company’s investment in Bank Deposits are fixed rate deposits and hence not exposed to Interest rate risk.

(ii) Foreign Currency Risk

Foreign Currency risk is the risk that the future earnings or fair values of future cash flows will fluctuate because of changes in foreign exchange rates. Since the Company operates internationally on a very limited basis, the exposure to foreign currency risk is not significant.

(iii)Equity price risk

The Company’s investments in unquoted equity shares are subject to market price risk arising from uncertainties about future values of the invested securities. The Company’s investments in unquoted equity shares is very limited and the same is reviewed and approved by senior management on a regular basis. These investments are not sensitive to equity prices.

B Credit risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligation as agreed. To manage this, the Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets. Individual risk limits are periodically reviewed on the basis of such information.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due.

Where recoveries are made, these are recognised as income in the statement of profit and loss.

Cash and cash equivalents and deposits: Balances and deposits with banks are subject to low credit risks due to good credit ratings assigned to the banks.

Trade and other receivables:

The Company measures the expected credit loss of trade receivables, retention with customers and other financial assets which are subject to credit risk, based on historical trend, industry practices and the business environment in which the entity operates and adjusted for forward looking information. Loss rates are based on actual credit loss experience and past trends.

The Company has used practical expedient by computing the expected credit loss allowance for trade receivables based on provision matrix. The provision matrix taken into account historical credit loss experience and adjusted for forward looking information. The expected credit loss allowance is based on ageing of the days the receivables are due.

C Liquidity risk

Liquidity Risk refers to insufficiency of funds to meet financial obligations. Liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Management monitors rolling forecasts of the Company’s liquidity position comprising the undrawn borrowing facilities and cash and cash equivalents on the basis of expected cash flows.

Note 7: Capital Management

The primary objective of capital management is to safeguard their ability to continue as going concern, so they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Company considers the amount of capital in proportion to risk and manages the capital structure in light of changes in economic conditions and risk management of the underlying assets.

The Company monitors the capital structure on the basis of total debt and equity ratio and maturity profile of overall debt portfolio ofthe Company.

Net Debt ( total borrowing net of cash and cash equivalents) divided by Total ‘equity’ ( as shown in the balance sheet)

As part of the Company’s capital management, the Company has during the year ended March 31, 2018, raised a sum of Rs. 1,700 Lakhs through preferential issue of equity shares.

Note 8: First- time adoption of Ind AS

These are company’s first standalone financial statements prepared in accordance with IND AS.

The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended March 31, 2017 and in the preparation of an opening IND AS balance sheet as at April 01, 2016 (the Company’s date of transition). In preparing its opening IND As balance sheet, the company has adjusted the amounts reported previously in financial statements prepared in accordance with accounting standards notified under Companies (Accounting standards) Rules, 2006 (as amended) and other relevant provisions ofthe Act (previous GAAP or Indian GAAP). An explanation of how transition from previous GAAP to IND AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes.

A Exemptions and exceptions applied

Set out below are the applicable IND AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to IND AS.

A.1 Ind AS optional exemptions A.1.1 Deemed cost

IND AS permits a first time adopter to elect to continue with the carrying value for all its property, plant and equipment as recognised in the financial statements as at date of transition to IND AS, measured as per previous GAAP and use that as its deemed cost as at date of transition. This exemption can also be used for intangible assets covered by IND AS 38 Intangible Assets.

Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

A.1.2 Use of deemed cost for investments in subsidiaries

Ind AS 101 permits a first-time adopter to elect to continue the previous GAAP carrying amount at the date of transition and use that as its deemed cost of investment in subsidiaries as at the date oftransition.

Accordingly, the Company has elected to measure all its investments in subsidiaries and associates at their previous GAAP carrying value.

A.1.3 Share- based payment transactions

IND AS 101 permits a first time adopter to apply Ind AS 102, Share based payments to equity instruments that remain unvested as of the transition date. The Company has elected to avail this exemption and apply the requirements of Ind AS 102 to all such grants.

A.2 Ind AS mandatory exceptions A.2.1 Estimates

An entity’s estimates in accordance with Ind ASs as at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at April 1, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under Indian GAAP:

Investment in equity instruments carried at FVPL and Impairment of financial assets based on expected credit loss model.

A.2.2 Classification and measurement of financial assets

IND AS 101 requires an entity to assess classification and measurement of financial assets on the basis of facts and circumstancesthat exist at the date of transition to IND AS. The Company has determined the classification of financial assets in terms of whether they meet the amortised cost criteria, FVPL criteria or FVOCI criteria based on the facts and circumstances existed as oftransition date.

B Reconciliations between previous GAAP and Ind AS

The following reconciliations provide a quantification of the effect of significant differences arising from the transition from Previous GAAP to Ind AS in accordance with Ind AS 101:

- equity as at April 1, 2016;

- equity as at March 31, 2017;

- total comprehensive income for the year ended March 31, 2017; and

- explanation of material adjustments to cash flow statements

In the reconciliations mentioned above, certain reclassifications have been made to Previous GAAP financial information to align with the Ind AS presentation.

Notes to first-time adoption: Note 1 Revenue Recognition

Certain service contracts in previous GAAP were recorded using the completed contract method, however the same are now recorded as per principles laid down under Ind AS 18 i.e. percentage of completion method. Also under previous GAAP, interest free retention from revenue were recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly, the Company has fair valued the retention. Difference between the carrying value and fair value has been adjusted from revenue.

Note 2

Expected credit loss on financial assets

Under the previous GAAP, provision for doubtful loans, receivables etc. was calculated using incurred loss model. Under IND AS, the provision on financial asset including trade receivables needs to be calculated using expected credit loss model. Accordingly an additional provision was recognised.

Note 3

Rent Equalization

Under previous GAAP, there was no clear guidance on treatment of lease incentives. Under IND AS, in the event that lease incentive are received to enter into operating leases, such incentives are recognised as a liability. Payments made under operating leases (net of any incentives received from the lessor) are charged to Profit or loss on a straight line basis over the period of lease unless the payments are structured to increase in line with expected general inflation to compensate for lessors expected inflammatory cost increases.

Note 4 Employee benefits

Under IND AS, remeasurements i.e. actuarial gains and losses and the return on planned assets, excluding amounts included in the net interest expenses on the net defined benefit liability are recognised in other comprehensive income. Under the previous GAAP, these remeasurements were forming part of profit or loss for the year. Further under previous GAAP employees stock option were recognised based on the intrinsic value, under IND AS stock options need to be recognised based on the fair value of the stock option.

Note 5 Others (net)

This includes adjustments on account of measurement of financial instruments such as interest free lease deposits and borrowings at amortised cost.

Note 6

Proposed dividend

Under previous GAAP, dividend on equity shares recommended by Board of Directors after the end of the reporting period but before the financial statements were approved for issue was recognised in the financial statement as a liability. Under IND AS, such dividends are recognised when the same is approved by member in a general meeting.

Note 7 Deferred tax

Deferred taxes have been recognised on adjustments made on transition to IND AS.

Note 8 Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP. Further the Company has reconciled Indian GAAP profit or loss to total comprehensive income as per Ind AS.

Note 9

Impact of IND AS adoption on the standalone statements of cash flows for the year ended March 31, 2017

Note 9: Share based payments:

ADCC ESOP 2014: The Company under ESOP 2014 grants the option convertible into equity shares to eligible employees of the Company. The Board of Directors recommended ADCC ESOP 2014 to the shareholders on December 03, 2014 and the shareholders approved the recommendation of the Board of Directors on December 30, 2014through Extraordinary General Meeting.

The maximum aggregate number of shares that may be awarded under the plan is 1,82,420. The options Convertible into Equity shares 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 ofthe Board of Directors.

During the year ended March 31, 2018 the company has made allotment of 38,395 no of Equity shares of Rs 10 each, ( March 31, 2017 : 38,745 shares).

The allotment of Equity shares will vest over a period of Four years from the date of grant in the proportions specified in the ADCC ESOP 2014 and can exercised 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.

During the year ended March 2018 the Company recorded an employee compensation expenses of Rs 6.77 Lakhs (previous year 17.82 lakhs) in the statement of profit and loss.

Note: 10 :

Assets hypothecated or mortgaged with banks as security against borrowings

Property, Plant & Equipment, amounting Rs.2,285.76 lakhs (As on March 31, 2017 Rs.2,341.47 lakhs & April 01, 2016 Rs.2,410.24 lakhs) are mortgaged / hypothecated as a security against long term secured borrowings as at March 31, 2018.

Inventories and Trade receivables amounting Rs. 12,654.04 lakhs (As on March 31, 2017 Rs.10,067.44 lakhs and as on April 01, 2016 Rs. 7576.63 lakhs) are hypothecated as a security against short term secured borrowings as at March 31, 2018.

Note: 11 :

Exceptional Items

During the year ended March 31, 2018, the Company has sold its entire stake in Three subsidiaries (viz. AI Instruments Private Limited, ADCC Tech Limited and ADCC International East Africa Limited.) Net loss on sale of subsidiaries has been disclosed under exceptional items.

The above information regarding Micro, small and medium enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

Note 12 : Specified bank notes

The Company has disclosed the details of Specified Bank notes (SBN) held and transacted during the period November 08, 2016 to December 30, 2016 as provided in the table below.

Note 13 : Financial statements of the Company prepared under Ind As for the year ended March 31, 2017 and the balance sheet as at April 01, 2016, have been audited by the erstwhile auditors ofthe Company, M/s Shah Baheti Chandak & Co., Chartered Accountants.

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Mar 31, 2016

1. SECURED LOANS:

a. Term Loan:

Term Loan has been secured against hypothecation of Building, Plant & Machineries, Computers, Equipments and Furniture & Fixtures etc. and personal guarantee of all Executive directors of the Company.

Vehicle Term Loan has been secured against hypothecation of Vehicles.

b. Working Capital Limit:

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

2. Provision for Taxation:

Current tax provision for the financial year is at Rs. 41883612 /- (P.Y. Rs. 26593915/-)

3. Interim & Final Dividend for Current Financial Year:

During the current Financial Year the Board of Directors has Proposed Dividend on Equity Shares 10% amounting to Rs.90,99,475/-

The Dividend declared at AGM and paid during the year is Rs.67,95,000/-for the financial year 2014-15

4. Expenditure in Foreign Currencies:

The Company has incurred expenditure in foreign currency on account of services amounting to Rs.22,64,411/-during the current financial year. (P.Y. Expenses on account of services amounting to Rs. 24,96,018/-

5. Earning in Foreign Currencies:

The company has earned Rs 14,23,276/-( 17911 USD & 358195 KES) [Previous year -2,81,915/-( 4668 USD)on account of accrued interest] on account of sales and incentives which has been shown in other income in books of accounts during the current financial year.

6. Group Gratuity

The company has obtained for Group Gratuity Scheme for Employees from LIC. All the eligible employees are entitled for benefits in accordance with the Payment of Gratuity Act, 1972. The contribution assessed by LIC 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.

LIC has used projected unit credit method for actuarial valuation, which is based upon their experience of the scheme and above assumption.

7. Information about Business Segments:

The company recognizes two business segments:

i) Enterprise Geospatial & Engineering Solution and Products (EES)

ii) Power Generation division

8. Related Party Disclosures:

(a) List of Related Parties and their relationships:

ADCC Infocom Private Limited Wholly Owned Subsidiary Company

ADCC Academy Private Limited Wholly Owned Subsidiary Company

ADCC Tech Limited Wholly Owned Subsidiary Company

Al Instruments Private Limited Wholly Owned Subsidiary Company

ADCC International East Africa Limited Subsidiary Company (Direct holding)

ADCC Zambia 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

Mr. Dinesh Kumar Singh Key Managerial Personnel

Mr.Jinesh Vora Key Managerial Personnel

Mrs. Shalinitai Meghe Relative of Key Managerial Personnel

Smt. Smita Meghe Relative of Key Managerial Personnel

Ms Radhika Meghe Relative of Key Managerial Personnel

Mrs. Sheetal Somani Relative of Key Managerial Personnel

Mrs.Jayshree Kimmatkar Relative of Key Managerial Personnel

Primus Finance Pvt. Ltd. Enterprise in which Key Managerial Personnel exercises control

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

9. 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 and women empowerment. The funds were utilized on these activities which are specified in Schedule VII of the Companies Act, 2013.

10. Dues to Micro Small and Medium Enterprises

As at March 31, 2016, there is no outstanding to micro and small enterprises (Rs. Nil outstanding as at March 31, 2015).

11. 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 December 03rd, 2014 and the shareholders approved the recommendation of the Board of Directors on December 30th, 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 March 31,2016 the company has made allotment 39,475 no of Equity Shares of Rs. 10 each.

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 fulfillment 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 March 31, 2016, the company recorded an employee compensation expense of Rs.17,27,879/- in the statement of profit and loss.

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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.