Aptech Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2018
Auditor and Management Disclosures and Notes for the annual results dated 31 Mar 2018
1. The above audited financial results for the quarter and year ended March 31, 2018 have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on May 30, 2018.
2. The Company has adopted Indian Accounting Standards ('Ind AS') with effect from April 1, 2017. Accordingly, the financial results for the quarter and year ended March 31, 2018 and for the quarter ended December 31, 2017 have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules thereafter, and presented in accordance with the requirement of SEBI Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016. The results for the quarter and year ended March 31, 2017 have been restated to comply with Ind AS.
3. The figures for the last quarter of the current year and previous year as reported in these financial results are balancing figures between the audited figures in respect of the financial year and the published year to date figures upto the end of the third quarter of the relevant financial year, which were subjected to limited review.
4. a. Reconciliation of the Net Profit for previous periods as reported under the Previous GAAP to Total Comprehensive Income under Ind AS : For Table, kindly refer Corporate Announcements on www.bseindia.com.
B. Reconciliation of the Equity for previous periods as reported under the Previous GAAP to Ind AS : For Table, kindly refer Corporate Announcements on www.bseindia.com.
5. Application made to the Central Government for waiver of excess remuneration paid in excess of the limit prescribed under sections 197 and 198 read with Schedule-V of the Companies Act, 2013 to the erstwhile Managing Director for the year 2015-16 which remained pending with the Government, stands abated as provided under the Companies (Amendment) Act, 2017. The Company shall obtain the approval for waiver of excess remuneration from the shareholders at the ensuing annual general meeting. Based on the approval by the Central Government for the financial Year 2014-15, the Company is in process of recovering the excess remuneration of Rs. 74 Lakhs paid to the then Managing Director.
The remuneration provided and paid to the Managing Director during the Financial Year 2017-18 is in excess of the limit prescribed under sections 197 and 198 read with Schedule-V of the Companies Act, 2013 for which the Company will seek waiver at the ensuing Annual General Meeting, till such time the excess remuneration paid is held by the Managing Director in trust for the Company.
6. In accordance with the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 ('SEBI Regulations'), approval of shareholders of the Company was obtained at the Annual General Meeting held on September 27, 2016 to create, offer and grant upto 44,32,620 options, in one or more tranches, under Aptech ESOP 2016 Scheme to the employees of the Company and its subsidiaries. These options will vest in 3rd, 4th and 5th year from the date of grant; The vesting is based on the tenure of eligible employees and performance criteria. Based on valuation report of an Independent valuer, the Fair value of ESOP is determined and accordingly, a sum of Rs. 284 lakhs for the quarter and Rs. 1,169 lakhs for the year ended March 31, 2018 is recognised and for the corresponding previous period sum of Rs. 311 lakhs for the quarter and Rs. 548 lakhs for the year is recognised.
7. During the period ended March 31, 2018 Exceptional items pertain to Profit on sale of Immovable properties of Rs. 1,742 lakhs and expenses / loss of Rs. 186 lakhs in connection therewith, resulting in net gain of Rs. 1,556 lakhs.
8. The Board of Directors have recommended a dividend of Rs. 3.50 per Equity share for the financial year ended March 31, 2018. The dividend is subject to approval by the shareholders at the ensuing Annual General Meeting of the Company and therefore, has not been recognised as a liability as at the balance sheet date in line with Ind AS 10 on "Events after the Reporting Period".
9. Figures for the previous periods have been regrouped and / or rearranged and / or reclassified wherever necessary to make them comparable with those of current periods.