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ADCC Infocad Ltd.

BSE: 538734 Sector: IT
NSE: N.A. ISIN Code: INE016Q01014
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VOLUME 1500
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P/E 23.91
Mkt Cap.(Rs cr) 104.65
Buy Price 112.50
Buy Qty 1500.00
Sell Price 0.00
Sell Qty 0.00
OPEN 115.00
CLOSE 112.25
VOLUME 1500
52-Week high 126.00
52-Week low 51.50
P/E 23.91
Mkt Cap.(Rs cr) 104.65
Buy Price 112.50
Buy Qty 1500.00
Sell Price 0.00
Sell Qty 0.00

ADCC Infocad Ltd. (ADCCINFOCAD) - Director Report

Company director report

Dear Shareholders

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

1) FINANCIAL RESULTS

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

Particulars Standalone Consolidated
2016 2015 2016 2015
Total Income 1258635082 984485473 1340690901 1086734364
Profit before interest depreciation and taxes 261458561 195838333 238784999 200910519
Finance Cost 110489842 74767032 115386692 75066984
Depreciation 28872727 23607319 30277998 24496298
Provision for income tax 47861880 31833806 47886782 32000036
Prior Period item:
Depreciation 0 0 0 0
Employee benefit 0 0 0 0
Net Profit for the year 74234112 65630176 45233527 69347200
Dividend 9099475 6795000 - -
Dividend tax 1852471 1383326 - -
Net worth 435545334 370140540 - -
Earnings per Share (EPS) ( Basic) 8.19 7.24 - -
Earnings per Share (EPS) ( Diluted) 8.07 7.10 - -

2) COMPANY’S PERFORMANCE: Revenues Standalone

Total Income on Standalone basis in Financial year 2015-16 increased to Rs1258635082/- from Rs 984485473/- in the previous year 2014-15 at a growth rate of28%. Profit before interest tax depreciation (EBITD) were Rs 261458561/- registeringa growth of 34% over EBITD of Rs 195838333/- in 2014-15. Profit before tax (PBT) forthe year was Rs 122095992/- recording a growth of 25% over the PBT of Rs 97463982/-in 2014-15. Profit after tax (PAT) for the year was Rs 74234112/- recording a growth of13% over the PAT of Rs 65630176/- in 2014-15.

Revenues Consolidated

Our Total Income on Consolidated basis in Financial year 2015-16 increased to Rs1340690901/- from Rs 1086734364/- in the previous year 2014-15 at a growth rateof 23 %. Profit before interest tax depreciation (EBITD) was Rs 238784999/-registering a growth of 18 % over EBITD of Rs 200910519/- in 2014-15. Profit before tax(PBT) for the year was Rs 93120309 /- recording a decline of 8.8% over the PBT of Rs101347237 /- in 2014-15. Profit after tax (PAT) for the year was Rs 45233527/-recording a decline of 0.53 % over the PAT of Rs 69347200/- in 2014-15.

3) DIVIDEND:

In continuation of earlier trend of declaring cash dividend and keeping in mind theoverall performance and the outlook for your Company the directors are pleased torecommend for approval of the members at the ensuing Annual General Meeting a finaldividend of Rs 1/- per share for the financial year 2015-16 aggregating to Rs 9099475/-.The equity dividend outgo for the Financial Year 2015-16 if approved by the members wouldinvolve a cash outflow of Rs 10951946 /- including dividend tax for financial year2015-16.

The Final Dividend subject to the approval of Members at the Annual General Meeting onSeptember 29 2016 will be paid on or after October 10 2016 to the Members whose namesappear in the Register of Members as on the date of book closure i.e. from September 242016 to September 29 2016 (both days inclusive).

4) TRANSFER TO RESERVES:

The Company has not transfered any amount to the general reserve account during thereporting period.

5) EXTRACT OF ANNUAL RETURN:

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

6) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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

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

The Company has adequate internal Control systems and follows procedures for purpose ofidentification and monitoring of related party transactions. All related partytransactions are periodically placed before the Audit Committee for review and approvalas appropriate. The Company is listed on SME platform of BSE thus the provisions ofregulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015regarding formulation of policy on materiality of related party transactions is notapplicable to the Company. There were no materially significant related party transactionsmade by the Company with promoters Directors key managerial personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge. Particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended asAnnexure 2 to the Board’s report.

8) STATE OF COMPANY’S AFFAIRS:

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

The Company has developed GIS Services & Solutions with infrastructure facilitation(water & electricity) to capture to integrate to analyze to design to manage andpresent all types of geographical data / information in the fields of GIS Remote SensingLiDAR (Light Detection And Ranging) Photogrammetry Energy System & Solutionsoutright Infrastructural Solutions (Electricity & Water) Emergent with BuildingInformation Modeling (BIM) SMART Solutions and SMART grid catering to SMART CitiesSurveys and Customized Software Application Development.

9) MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:

The Promoters of the Company Mr. Sagar Meghe Mr. Sameer Meghe and their spouses Mrs.Devika Meghe and Mrs. Vrinda Meghe respectively has made an open offer pursuant toregulation 3(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations2011 were the said persons are acting as acquirer(s) to acquire upto 2365864 equityshares representing 26% of the total paid up equity share capital of the Company. The saidoffer will result into a considerable change in shareholding pattern of the Company.

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

10) FIXED DEPOSITS:

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

11) MANAGEMENT’S DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34(2)(e) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management’s Discussion and AnalysisReport on the financial condition and result of consolidated operations of the Company forthe year under review is presented in a separate section forming part of the AnnualReport.

12) SUBSIDIARIES:

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

1. ADCC Infocom Private Limited;

2. AI Instruments Private Limited;

3. ADCC Academy Private Limited;

4. ADCC Tech Limited;

5. ADCC International East Africa Limited and

6. ADCC Technology Zambia Limited

During the year the Board of Directors (‘the Board’) reviewed the affairs ofthe subsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company and all its subsidiaries whichform part of the Annual Report. Further a statement containing the salient features ofthe financial statement of our subsidiaries in the prescribed format AOC-1 is appended asAnnexure 1 to the Board’s report.

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

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

1) ADCC Academy Private Limited;

2) ADCC Tech Limited;

3) AI Instruments Private Limited;

4) ADCC Infocom Private Limited;

13) BUSINESS: Strategy

At ADCC our strategic objective is to build up an integrated platform in Geospatialfield which enables us to serve our clients to the best of their requirements and at thesame time generating profitable growth for our investors. In order to fulfill theseobjectives and to meet the demands of present and future the Company in consultation withPrice Water House Coopers is developing Strategic Management Plan which deals withchallenges opportunities and new initiatives which will result into growth for companyand its Stake Holders.

Human resources management

To ensure good human resources management your Company focuses on all aspects of theemployee lifecycle.

In ADCC Retention has been identified as one of the areas within HR to strategize upon.As a part of HR initiative for retentions we have specifically Implemented some IndustryBest practices with employee Benefits

The Company periodically arranges Rewards and Recognitions programs at the right timefor the right resource and they are in the form of monetary rewards Paid Vacations forextraordinary performances certificates Awards and the Company conduct Regular surveysand Audits to judge employee Satisfaction and reviews for changes accordingly Survey fromgreat place to work with focus on organizational culture employee inputs etc Targetbased incentive plans and Timely annual Appraisals. This provides a holistic experiencefor the employ-eeas well. During their tenure at the Company employees are motivatedthrough various skill-development engagement and volunteering programs.

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

Internship MOUS were tied up with prestigious GIS colleges for obtaining M. Tech andMSc students for internship programs at your Company who were subsequently offered apermanent the company. Structured insurance policies were created and the informationconveyed to all employees for their well-being and benefit. ADCC follows a 360 degreeappraisal methodology. Self-appraisal as well as reporting authority’s evaluation isconsidered. Employees are also given a chance to present their views to the top managementdirectly as well. Employee Engagement survey was one such important survey conductedamongst employees which yielded a result of more than 90% trust amongst employees on itstop management.

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

14) RISK MANAGEMENT:

For your Company Risk Management is an integral and important component of CorporateGovernance. Your Company believes that a robust Risk Management ensure adequate controlsand monitoring mechanisms for a smooth and efficient running of the business. A risk-awareorganization is better equipped to maximize the shareholder value. Your Company has awell-defined risk management framework in place. The risk management framework works atvarious levels across the Company. These levels form the strategic defense cover of theCompany’s risk management. The Company has a robust organizational structure formanaging and reporting on risks. The Company follows well established and detailed riskassessment and minimization procedures which are periodically reviewed by the Board. TheCompany’s Business Risk Management Framework helps in identifying risks andopportunities that may have a bearing on the organization’s objectives assessingthem in terms of likelihood and Magnitude of impact and determining a response strategy.

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

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

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

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

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

15) CORPORATE GOVERNANCE:

Your Company strives to ensure that best corporate identified adopted and governancepractices are Consistently followed. Your Company believes that good governance is thebasis for sustainable growth of the business and for enhancement of stakeholder value.Your Directors reaffirm their continued commitment to good corporate governance practices.It is an ethically driven business process that is committed to values aimed at enhancingan organization’s brand and reputation. This is ensured by taking ethical businessdecisions and conducting business with a firm commitment to values while meetingstakeholders’

Company presents a statement of all related party transactions before the AuditCommittee. A detailed report on Corporate Governance forms an integral part of AnnualReport and is set out as separate section therein.

16) APPOINTMENT OF STATUTORY AUDITORS:

The Members of the Company at the Annual General Meeting of the Company held on August26 2014 appointed M/s. Shah Baheti Chandak & Co Chartered Accountants (FirmRegistration No.109513W) as the Statutory Auditors of the Company to hold such office tillthe conclusion of twentieth (20th) Annual general Meeting.

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

Auditors’ report is self-explanatory and therefore does not require furthercomments and explanation.

17) SECRETARIAL AUDITORS’ REPORT:

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Sushil Kawadkar Practicing Company Secretary to undertake the SecretarialAudit of the Company.

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

18) BOARD OF DIRECTORS AND ITS MEETINGS:

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

One meeting of the Board of Directors is held in each quarter. Additional meetings ofthe Board are convened as may be necessary for proper management of the businessoperations of the Company. Separate meeting of independent Directors is also held at leastonce in a year to review the performance of non-independent Directors the Board as awhole and the Chairman.

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

19) DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company’s internal financial controls were adequate and effective during thefinancial year 2015-16.

20) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

In terms of Section 152 of the Companies Act 2013 and Article 134 of the Articles ofAssociation of your Company Mr. Amit Somani Director is liable to retire by rotation atthe Eighteenth Annual General Meeting.

Mr. Amit Somani has confirmed his eligibility and willingness to accept the office ofthe Director of your Company if confirmed by the Members at the ensuing Annual GeneralMeeting.

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

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

The Company’s policy on directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the CorporateGovernance Report which forms part of the directors’ report.

22) DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR:

The Board of the Company comprises eight Directors out of which four Directors areindependent.

All independent Directors of the Company have declared and confirmed that they meetwith the criteria of independence as prescribed under Section 149(6) of the CompaniesAct 2013 and Regulation 16(b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

23) BOARD EVALUATION:

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

The Nomination and Remuneration Committee of the Company has laid down the criteria forperformance evaluation of the Board its Committees and individual directors includingindependent Directors.

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

24) COMMITTEES OF THE BOARD:

During the year under report the Board of Directors of your Company constituted thefollowing Committees of the Board. The details of the powers functions composition andmeetings of the Committees of the Board held during the year are given in the Report onCorporate Governance section forming part of this Annual Report.

• Management Committee

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship and Grievance Committee

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

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

26) EMPLOYEE STOCK OPTION PLANS:

The Nomination and Remuneration Committee (NRC) of the Board of the Company interalia administers and monitors the Employees’ Stock Option Scheme of the Company inaccordance with the applicable provisions of SEBI Guidelines. Your Company has issued andimplemented the Employees Stock Option Scheme ("Scheme") named as ADCC ESOP 2014in accordance with the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 (‘the SEBI Regulation’) as a measure to reward andmotivate employees as also to attract and retain the talent to its employees. Details ofthe stock options granted under ADCC ESOP 2014 is annexed to this Report as Annexure 8.

During the year under review the Company has allotted 39475 shares pursuant to"ADCC Employee Stock Option Plan 2014" on 11th of March 2016. The issuance ofshares pursuant to the said scheme has resulted in the increase in number of Equity sharesissued by the Company which stands at 9099475 shares as on date.

27) CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to conduct its business in a socially responsible ethical andenvironmental friendly manner and to continuously work towards improving quality of lifeof the communities in its operational areas. The Board of Directors at its meeting held onMay 08 2014 had constituted Corporate Social Responsibility (CSR) Committee in accordancewith Section 135 of Companies Act 2013 read with rules formulated therein. The CSR agendais planned in consultation with the CSR committee members through a systematic independentneed assessment. We believe in positive relationships that are built with constructiveengagement which enhances the economic social and cultural well–being of individualsand regions connected to our activities. The Company pursuant to the recommendation of theCSR Committee had adopted a detailed policy on Corporate Social Responsibility and alsodiscussed and identified the core areas in which the CSR activities was proposed to becarried out in the CSR Committee Meetings from time to time. The Corporate SocialResponsibility Policy can be accessed on the Company’s website at the link:http://adccinfocad.com/investors/Policies/ Corporate-Social-Responsibility-Policy.pdf

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

28) EXTRACT OF ANNUAL RETURN:

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

29) VARIATION OF IPO PROCEEDS:

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

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

Thus by keeping in mind the above issues Company management has decided that it willutilize the money so raised as and when the need arise in best possible way withcomplete transparency. The detailed utilisation of IPO proceeds till March 31 2016 ismentioned in Financial Statement which forms part of Annual Report.

30) VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In terms of the section 177(9) of companies act 2013 and rules framed thereunder yourCompany has established a ‘Whistle Blower Policy and Vigil Mechanism’ fordirectors and employees it provides a channel to the employees to report to theappropriate authorities concerns about unethical behavior actual or suspected fraud orviolation of the Company’s code of conduct policy and provides safeguards againstvictimization of employees who avail the mechanism and also provide for direct access tothe Chairman of the Audit Committee in exceptional cases. Protected disclosures can bemade by a whistle blower through an e-mail or dedicated telephone line or a letter to theconcerned authorities. The details of the vigil mechanism (whistle blower policy) aregiven in Annexure 9 of this board report.

31) PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (SEBI) vide notification dated January 152015 has put in place a new framework for prohibition of Insider Trading in Securities andto strengthen the legal framework there of. These new regulations of the SEBI under theabove notification have become effective from May 15 2015.

Accordingly the Board has formulated Insider Trading Policy in accordance withRegulation 8 & 9 of Insider Trading Regulations 2015 for regulating monitoring andreporting of Trading of Shares by Insiders. The Code lays down guidelines procedures tobe followed and disclosures to be made while dealing with shares of the Company. The copyof the same is available on the website of the Company at the link:http://adccinfocad.com/ investors/Policies/Insider-Trading-Policy.pdf

32) LEGAL GOVERNANCE AND BRAND PROTECTION:

Your Company continued to focus on the key areas and projects within the LegalCompliance and Corporate Affairs functions. The Company has established a vigil mechanismfor Directors and employees to report their genuine concerns details of which have beengiven in the Corporate Governance Report annexed to the Board’s Report.

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

The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedure applicable laws and regulationsand that all assets and resources are acquired economically use deficiently andadequately protected.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries and reportsthe same on quarterly basis to Audit Committee.

34) ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company’s operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation.

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

There are no significant and material orders passed by the -pact the going concernstatus and the Company’s future operations.

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

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

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

37) ACKNOWLEDGEMENT:

Your Directors place on record their appreciation to the Government of India theSecurities and Exchange Board of India the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express our sincereappreciation for their continued co-operation and assistance. We look forward to theircontinued support in future. We wish to thank our bankers investors rating agenciescustomers and all other business associates for their support and trust reposed in us.

Your Directors express their deep sense of appreciation for all the member of the ADCCfamily whose commitment co-operation active participation dedicated efforts consistentcontribution and professionalism at all levels has made the organization’s growthpossible.

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

For and on behalf of the Board of Directors

Place: Nagpur Mr. Sagar Meghe CA Amit Somani
Date: 03rd September 2016 (Chairman) (Managing Director)

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