To
The Members,
Compucom Software Limited
Your Company has immense pleasure in presenting their 29th Annual
Report on the business and operations of the Company together with Audited Financial
Statements for the financial year ended on March 31, 2023.
FINANCIAL RESULTS:
The highlights of the financial results for the financial year 2022-23
are as follows:
Particulars |
31.03.2023 |
31.03.2022 |
Total Income |
5364.33 |
4864.01 |
Total Expenses |
4015.73 |
2711.46 |
Operating Profit (PBDIT) |
1348.60 |
2152.55 |
Finance Cost |
39.66 |
46.91 |
Depreciation |
676.58 |
316.50 |
Exceptional Items |
98.50 |
- |
Profit before Tax |
730.86 |
1789.14 |
Provision for Income Tax including Deferred Tax |
266.31 |
502.03 |
Profit After Tax |
464.55 |
1287.11 |
Other Comprehensive Income |
19.07 |
22.93 |
Total Comprehensive Income |
483.62 |
1310.04 |
Appropriation |
|
|
Dividend |
316.50 |
316.50 |
Dividend Tax |
- |
- |
Transfer to General Reserve |
- |
- |
Total Appropriations |
316.50 |
316.50 |
Earnings per Share: Basic and Diluted (in Rs.) Considering
Extraordinary Items |
0.59 |
1.63 |
Without Considering Extraordinary Items |
0.59 |
1.63 |
RESULT OF OPERATIONS:
Total income earned during the year amounted to Rs.5364.33 Lakhs
compared to that of Rs.4864.01 Lakhs in the previous financial year. This reflects an
increase of Rs.500.32 Lakhs i.e.10.29%. This is mainly due to recovery of bad debts which
were written off in earlier years and earnings from new projects. The profit before tax
has decreased from Rs. 1789.14 Lakhs in the previous financial year to Rs. 730.86 Lakhs in
the current financial year.
The Operating Profit during the period under review is Rs.1348.60Lakhs
as compared to Rs. 2152.55 Lakhs in the previous financial year and the total operating
expenses during the year amounted to Rs. 4015.73 Lakhs as compared to Rs. 2711.46 Lakhs in
the previous Financial Year.
The future prospects regarding the working of the Company and reasons
for deviations in the income are provided in the Management Discussion and Analysis Report
as Annexure VI of this report.
As required by IND AS- 110, Consolidated Financial Statements are
provided in the later section of the Annual Report.
BUSINESS OPERATIONS:
(1) Software & E-Governance Services:
E-Governance Segment mainly comprises projects like RISL, BOCW, LDMS
and eVault System. During the year, the Company focused on the areas where a higher margin
was available with low risk factors. The revenue generated from this segment during the
current Financial Year 2022-23 was Rs. 899.70 Lakhs as against Rs 800.84 Lakhs during the
previous financial year. This reflects an increase of 12.34% i.e. Rs. 98.86 Lakhs.
(2) Learning Solutions:
The Learning Solution Segment mainly comprises ICT Phase IV, ICT Phase
V, 303 Schools Project, 1172 Schools Project, ICT 525 School Project, RSLDC and RCSE
Project. These PPP Projects could not have been a success without the cooperation extended
by Employees, Business Associates, Vendors and Government officials. Most of these
projects are in the form of IT Infrastructure development and imparting of Computer
education through Satellite at school levels.
The Company has massive plans for capturing the advantage of Indian
education expenditure planned through Govt. of India promoted PPP models across India
fueled by Sarva Shiksha Abhiyan (SSA), Rastriya Madhyamik Shiksha Abhiyan (RMSA) and skill
development initiatives. The company is also planning to leverage in-house software
development and satellite-based technology skills for expansion in school and coaching
Business.
During the year the revenue generated from this segment was Rs. 4023.92
Lakhs as against Rs 1682.78 Lakhs during the previous financial year. This reflects an
increase of 139.12% i.e. Rs. 2341.14 Lakhs due to the reason that we received 525 school
projects of Rs. 57 crores for installation of C Band Antenna, set up box and providing
educational services as per Govt. Syllabus on boot basis, in previous year which was
started from the 4th quarter of previous year, but it remained in operation for
the full year 2022-23. We received another project of 398 schools for supply and
installation of computer systems, Printers, UPS, networking and installation etc. with 5
years onsite comprehensive warranty and started operations and booked income of Rs. 14.42
crores in the 4th quarter of the current year 2022-23.
During the year Company received Three (3) New RCSE Projects:
i. We have received a Letter of Acceptance by Rajasthan Council for
School Education (A Govt. of Rajasthan Undertaking) for Supply, Installation and
Training/Education thru Computer Systems, Printer, UPS and Networking &
Electrification etc. in 412 Government Schools with 5 years on-site comprehensive warranty
worth approximately Rs. 59.77 Crores (Rupees Fifty-Nine Crores Seventy-Seven Lakhs Only).
ii. We have received Letter of Acceptance by Rajasthan Council for
School Education (A Govt. of Rajasthan Undertaking) for Supply and Installation of
Computer Systems, Thin Client, VC System, UPS and Networking, Electrification etc. in 301
BRC with 5 years on-site comprehensive warranty under ICT Schools scheme worth
approximately Rs. 18.27 Crores (Rupees Eighteen Crores Twenty-Seven Lakhs Only).
iii. We have been awarded a work order by Rajasthan Council for School
Education (A Govt. of Rajasthan Undertaking) for Supply and Installation of Computer
Systems, Printer, UPS and Networking, Electrification and IT based Education etc. in 398
Governments Schools for ICT Computer Labs with 5 years on-site comprehensive warranty
under ICT Schools scheme worth Rs. 58.00 Crores (Approx.).
(3) Wind Power Generation:
The Company has installed two wind power generation plants in Jaisalmer
(Rajasthan) with capacity of 0.6 MW each, two at Sikar (Rajasthan) with capacity of 0.6 MW
each & One Plant at Krishna (Andhra Pradesh) with capacity of 0.8 MW. Total wind power
generation capacity is 3.2 MW. The operation and maintenance of all these wind power
project has been outsourced to Wind World India Ltd. (Formerly known as Enercon India
Limited).
During the year revenue generated from this segment amounted to Rs.
186.52 Lakhs as compared to Rs. 199.95/-Lakhs during the previous year, which shows a
decrease in the revenue of 6.72% i.e. Rs. 13.43 Lakhs due to variation of generation of
units during the year.
(4) Other Activities
During the year revenue generated from other sources amounted to
Rs.352.69 Lakhs as compared to Rs. 2,180.44 Lakhs during the previous year, which shows a
decrease in the revenue of 83.82% i.e. Rs. 1827.75 Lakhs. The change in Profit is due to
recovery of bad debts written off earlier and received profit on sale of investment in
Mutual fund.
The following chart depicts revenue generated from operation for the
year ended March 31, 2023:
DETAILS OF SUBSIDIARY COMPANY:
The Company has one subsidiary company i.e. CSL Infomedia Private
limited, Jaipur as on March 31, 2023. There is no associate or joint venture company
within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiary
in Form AOC-1 is provided in the later section of the Annual Report after Financial
Statements of the Company as Annexure IX.
Further, pursuant to the provisions of Section 136 of the Act, the
Standalone financial statements of the Company, consolidated financial statements along
with relevant documents are available in the later section of the Annual Report. Financial
Statements of CSL Infomedia Private Limited is available on weblink at
https://compucom.co.in/mdocs-posts/financial-statements_csl-infomedia_2022-23/ During the
year, operations of subsidiary were reviewed as follows: -
CSL Infomedia Pvt. Ltd. Is a material subsidiary Company of
Compucom Software Limited. It has earned total revenue of Rs.1068.77 Lakhs during the
financial year 2022-23 as compared to Rs. 671.72 Lakhs in the previous financial year,
which shows an increase of 59.11% i.e. Rs.397.05 Lakhs. The Company's profit after
tax" for the financial year 2022-23 was Rs. 56.91 Lakhs as compared to a loss of
Rs.13.60 Lakhs during the previous financial year i.. e. 2021-22. Overall contribution
made by the CSL Infomedia Private Limited in the Holding Company was Profit of Rs. 36.99
Lakhs. However, the profit after tax of Compucom Software Limited has reduced
significantly from Rs. 1287.11 Lakhs in financial year 2021-22 to Rs. 464.55 Lakhs in the
financial year 2022-23 due to which total consolidated profit attributable to the owner of
the Company reduced to Rs. 501.54 Lakhs.
CSL Infomedia Private Limited has efficaciously completed 11 years of
operations of its Satellite TV Channel JAN TV which is a vehicle of Educational,
financial, Social and Political change. This channel offers education, news, Employment,
talent development, Agriculture, Tourism, Healthcare, spiritual, sports activities,
entertainment and information and cutting-edge affairs primarily based packages. JAN TV is
available on Tata Play DTH Channel No. 1185, Airtel DTH Channel No. 355, all predominant
OTT systems like JIO TV, DAILYHUNT, You Tube Live Streaming and on foremost cable networks
throughout India. Lately JAN TV additionally signed an agreement with JIO Fiber for
putting JAN TV on its platform called JIO TV Plus channel no. 1384. JAN TV is empaneled
with DIPR, Rajasthan for getting Rajasthan government advertisements and DAVP for getting
Central Government advertisement. JAN TV has additionally got empanelment with IPRD,
Uttarakhand for getting Uttarakhand Government advertisement.
DIVIDEND:
Keeping the continuous track record of rewarding its shareholders, your
directors are pleased to recommend a dividend @ 20% i.e. Rs. 0.40/- per Equity share of
Rs. 2/- each for the Financial Year 2022-23. The total amount to be paid on account of the
proposed dividend is Rs. 3,16, 50,075.20/- for the financial year 2022-23. The amount paid
by way of dividend was Rs. 316, 50,075.20/- for the preceding financial year 2021-22.
The Register of Members and Share Transfer Books will be closed from
Thursday, September 14, 2023, to Wednesday, September 20, 2023, for the purpose of payment
of the final dividend for the financial year ended on March 31, 2023. Dividend declared
& paid since the listing of shares of the Company:
Financial Year |
Dividend Rate |
2001-02 |
10% |
2002-03 |
25% |
2003-04 |
25% |
2004-05 |
25% |
2005-06 |
30% |
2006-07 |
30% |
2007-08 |
15% |
2008-09 |
10% |
2009-10 |
10% |
2010-11 |
15% |
2011-12 |
15% |
2012-13 |
20% |
2013-14 |
20% |
2014-15 |
5% |
2015-16 |
5% |
2016-17 |
5% |
2017-18 |
5% |
2018-19 |
5% |
2019-20 |
15% |
2020-21 |
15% |
2021-22 |
20% |
BOOK VALUE PER SHARE:
Book value during the financial year 2022-23 is Rs. 17.47 per share.
SHARE CAPITAL:
The Company has one class of shares equity shares of par value
Rs. 2 each. During the year, there has been no change in the authorized and paid-up share
capital of the Company. The Company have Rs. 20,00,00,000/- as authorized Share Capital
divided into 10,00,00,000 equity shares of Rs. 2/- each. The Company has Rs. 15,82,50,376/
- paid up share capital.
DEPOSITS FROM PUBLIC:
During the financial year 2022-23, your Company has not accepted any
deposits nor renewed any deposit, falling within the definition of Section 73, 74 and 76
of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
LISTING OF SHARES:
Your Company's shares are listed at National Stock Exchange of
India Ltd (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). The
Company's Symbol at NSE is COMPUSOFT and the Scrip Code of the Company at BSE is
532339 and at CSE is 13335. The Company passed the resolution in the 26th
Annual General Meeting to delist its shares from CSE, for this Company made an application
to CSE. Since CSE delisting is in process and pending by the Calcutta Stock Exchange
(CSE).
NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
5 (Five) meetings of the Board of Directors were held during this
financial year. The dates on which the Board Meetings were held are as follows: May 24,
2022; July 23, 2022; November 10, 2022; November 28, 2022: February 10, 2023.
The intervening gap between any two meetings was within the period
prescribed by the Act, Listing Regulations, and clause 1.1 of Secretarial Standard 1
issued by The Institute of Company Secretaries of India. The Details of the Board Meetings
and attendance at such meetings are provided in the Corporate Governance Report attached
with the Annual Report as Annexure VII.
NOMINATIONAND REMUNERATION POLICY:
The Nomination and Remuneration Policy of the Company, containing
selection and remuneration criteria of Directors, Senior Management Personnel and
performance evaluation of Directors/Board/Committees/Chairman, has been designed to keep
pace with the dynamic business environment and market-linked positioning. The Company has
an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the
independence of the Board and separate its functions of governance and management. The
policy has been duly approved and adopted by the Board, pursuant to the recommendations of
the Nomination and Remuneration Committee of the Board.
During the year an amendment was made to the said policy. The updated
Nomination and Remuneration policy is available on the weblink at
https://compucom.co.in/mdocs-posts/nomination-and-remuneration-policy-2/ We affirm that
the remuneration paid to the Directors is as per the terms laid out in the nomination and
remuneration policy of the Company.
DETAILS OF CHANGES IN DIRECTORS AND KMPs DURING THE YEAR: Appointment
and Retirement
Mr. Satya Narayan Gupta ceased to be Independent Director from May 26,
2022, due to completion of tenure. He had been reappointed as an Additional Director
(Independent) approved by the Board in the Board Meeting held on May 24, 2022. Further his
appointment was regularized by the shareholders as an Independent Director in the 28th
Annual General Meeting held on August 24, 2022, for a term of 2 years commencing
from May 27, 2022, to May 26, 2024.
Mr. Ajay Kumar Surana was appointed by the shareholders as
Non-Executive Promoter Director in the 28th Annual General Meeting. His
appointment is effective from the date of the Annual General Meeting i. e. August 24,
2022.
Dr. Baldev Singh was appointed by the shareholders as an Independent
Director in the 28thAnnual General Meeting held on August 24, 2022, on the
Board of the Company for a period of 3 years commencing from August 24, 2022, to August
23, 2025. Mr. Amitabh Kaushik ceased to be Independent Director from January 28, 2023, due
to completion of tenure. His appointment was regularized by the shareholders as an
Independent Director in the 28thAnnual General Meeting held on August 24, 2022,
for a term of 3 years commencing from January 29, 2023, to January 28, 2026.
Mr. Surendra Kumar Surana ceased to be Chairman, Managing Director
(CMD) and Chief Executive officer from July 09, 2022, due to completion of tenure. He had
been re-appointed by the shareholders as Chairman, Managing Director (CMD) and Chief
Executive Officer in the 28th Annual General Meeting held on August 24, 2022,
for a period of 3 years commencing from July 10, 2022, to July 09, 2025.
Further, Mr. Satya Narayan Vijayvergiya ceased to be Independent
Director from June 14, 2023, due to completion of tenure. His appointment was regularized
by the shareholders as an Independent Director in the 28thAnnual General
Meeting held on August 24, 2022, for a term of 3 years commencing from June 15, 2023, to
June 14, 2026.
Although this change in the board of directors pertains to the period
after the closure of the financial year, your directors find it prudent to keep their
shareholders informed about the said change.
The Board places on record its appreciation for their invaluable
contribution and guidance.
Director Retire by Rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013
Mr. Vaibhav Suranaa, Executive Director of the company who was retired and being eligible,
was re-appointed with the approval of members at the 28th Annual General
Meeting held on August 24, 2022.
Further, in accordance with the provisions of the Companies Act, 2013
and Articles of Association of the company Mrs. Trishla Rampuria, Non-Executive Director
of the company retires at the ensuing 29th Annual General Meeting and being
eligible, seeks re-appointment. The Board recommends her re-appointment.
Change in KMP
During the Financial Year 2022-23 Mr. Surendra Kumar Surana had been
re-appointed by the shareholders as Chairman, Managing Director (CMD) and Chief Executive
Officer in the 28thAnnual General Meeting held on August 24, 2022, for a period
of 3 years commenced from July 10, 2022, to July 09, 2025.
VIGIL MECHANISM:
The Company believes in conducting its affairs in a transparent manner
and adopts the highest standards of professionalism and ethical behavior. Integrity is one
of the key values of the Company that it strictly abides by. Keeping that in view the
Company has established a vigil mechanism for Directors and employees to report concerns
about unethical behavior, actual or suspected fraud or violation of the Company's
code of conduct or ethics.
The revised Whistle-Blower Policy/ Vigil Mechanism is available on
weblink at https://compucom.co.in/mdocs-posts/vigil-mechanism-policy-3/.
This policy encourages Directors, employees to bring to your
company's attention, all instances of illegal or unethical conducts, actual or
suspected incidents of fraud, actions that effects the operational & financial
integrity and actual or suspected instance of leak of unpublished price sensitive
information that could adversely impact operations, business performance and/or
reputation.
No personnel have been denied access to the Audit Committee for the
matters pertaining to the Vigil Mechanism Policy. The implementation of the Policy was
done by the Audit Committee.
During the year no whistle blower events were reported.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has always believed in providing a safe and harassment
free workplace for every individual working on its premises through various interventions
and practices. The Company always endeavors to create and provide an environment that is
free from discrimination and harassment including sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. The constitution of the ICC is as per the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
and the committee includes external member from NGOs or with relevant experience. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed of during the year 2022-23
Complaints |
Financial year 2022-23 |
Number of complaints received during the year |
NIL |
Number of complaints disposed during the year |
NIL |
Number of complaints pending at the end of the year |
NIL |
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The Independent Directors of the Company have affirmed that they
continue to meet all the requirements of independence specified under sub-section (6)
of section 149 of the CompaniesAct2013 ("The Act") and the Regulation 16(1)(b)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") and all the independent
directors have registered on databank of IICA. Further, all necessary declarations with
respect to independence have been received from all the Independent Directors and also
received the confirmation that they have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act and the Code of the Company for Directors and Senior
Management personnel. In the opinion of the board, the independent directors possess the
requisite integrity, expertise and experience, proficiency and are persons of high
integrity and repute. They fulfill the conditions specified in the Act, the rules made
thereunder, listing regulations and are independent of the management. There has been no
change in the circumstances affecting their status as Independent Directors of the
Company.
BOARD COMMITTEES:
In the beginning of the year, there were four Committees of the Board
namely Audit Committee, Nomination and Remuneration Committee, Stakeholders'
Relationship Committee and Corporate Social Responsibility Committee.
As per section 135(9) of the Companies Act 2013 where the amount to be
spent by a Company on CSR does not exceed fifty lakh rupees, the requirement of
constitution of the Corporate Social Responsibility Committee shall not be applicable. As
the Company falls under this limit, therefore Company dissolved the Corporate Social
Responsibility Committee with effect from May 25, 2022 and thereafter functions of such
Committee are discharged by the Board of Directors of Company.
In the Board meeting dated May 24, 2022, the Board resolved to
constitute Borrowing Committee for the purpose of delegating powers relating to various
credit facilities to be taken by Company.
Currently, the Board of the Company has four Committees namely Audit
Committee, Nomination and Remuneration Committee, Stakeholders' Relationship
Committee and Borrowing Committee.
During the year, all recommendations made by the committees were
approved by the Board.
The Composition and other Details of the Committees are provided in the
Corporate Governance Report attached with the Annual report as Annexure VII.
CORPORATE SOCIAL RESPONSIBILITY:
In line with the provisions of Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules 2014 your Company has undertaken
various CSR projects in education and eradication of hunger & poverty which are in
accordance with the Schedule VII of the Act and CSR Policy of the Company. The
Company's CSR Policy is available on weblink at
https://compucom.co.in/mdocs-posts/csr-policy-2/. During the year, the Company spent Rs.
15.34 Lakh (2% of the average net profits of the last three financial years) on CSR
activities. The brief outline of CSR Policy, Composition of CSR Committee is included in
the annual report on CSR activities, which is annexed herewith and marked as Annexure I.
FORMALANNUAL EVALUATION:
Your Company is following the most effective way to ensure that Board
Members understand their duties and adopt good governance practices. In furtherance to
this, the Directors of your Company commit to act in good faith to promote the objects of
the Company for the benefit of its employees, the Stakeholders including Shareholders, the
community and for the protection of the environment. Your Company has designed a mechanism
as per the provisions of the Act, Listing Regulations for the Evaluations of performance
of Board, Committees of Board & Individual Directors. The above mechanism is based on
the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India
on January 05, 2017. The manner in which the evaluation has been carried out has been
explained in the Report on Corporate Governance forming part of this Report as "Annexure-VII".
FAMILIARIZATION PROGRAMME AND TRAINING TO INDEPENDENT DIRECTORS:
The Familiarization Programme of your Company aims to familiarize
Independent Directors with the Software industry scenario, the Socio-economic environment
in which your Company operates, the business model, the operational and financial
performance of your Company, to update the Independent Directors on a continuous basis on
significant developments in the industry or regulatory changes affecting your Company, to
enable them to take well informed decisions in a timely manner. All new independent
Directors inducted into the Board attend an orientation program. The details of the
familiarization programmes have been hosted on weblink at
https://compucom.co.in/mdocs-posts/familiarization-programmes_2022-23/.
INTERNAL FINANCIAL CONTROL SYSTEMS:
The Board has adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms,
accuracy and completeness of the accounting records and timely preparation of reliable
financial disclosures. The Audit Committee reviews adherence to internal financial control
systems and internal Audit reports. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the Financial Year, the Company has not given any Loan, Provided
any Guarantee and Security. Particulars of the Investments made covered under section 186
of the Act are provided in Note No. 06 of the Standalone Financial Statements provided in
this Annual Report.
TRANSFER TO RESERVES:
Your directors do not propose to transfer any amount to the general
reserves of the Company for the financial year ending on March 31, 2023.
AUDIT REPORTS AND AUDITORS: AUDIT REPORTS
Statutory Auditor's Report
The Auditors' Report for Financial Year 2022-23 does not contain
any qualification, reservation or adverse remark. The Auditors' Report is enclosed
with the financial statements in this Annual Report.
Secretarial Audit Report
The Secretarial Auditor's Report for Financial Year 2022-23 does
not contain any qualification, reservation or adverse remark. The Secretarial
Auditors' Report is enclosed as Annexure II to the Board's Report in this
Annual Report.
Cost Records and Cost Audit
The requirement for maintenance of Cost Records for activity related to
Education and Wind Power Generation under section 148(1) and Cost Audit as per Section
148(2) of the Act is not applicable on the Company.
AUDITORS Statutory Auditors
At the 28th AGM held on August 24, 2022, the members of the
Company had appointed M/s. S. Misra & Associates, Chartered Accountants (FRN:004972C)
as the Statutory Auditors of the Company for an initial term of five years till the
conclusion of the 33rd AGM of the Company to be held in the year 2027.
In accordance with the Companies Amendment Act, 2017, enforced by the
Ministry of Corporate Affairs on May 7, 2018, the appointment of the Statutory Auditors is
not required to be ratified at every Annual General Meeting. The Statutory Auditors have
confirmed that they comply with all the requirements and criteria and are qualified to
continue to act as the Statutory Auditors of the Company.
Secretarial Auditors
As per section 204 of Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to
appoint Secretarial Auditor to carry out Secretarial Audit of the Company.
In consonance with the requirements of Section 204 of the Act and rules
made thereunder, M/s V. M. & Associates, Company Secretaries, (FRN: P1984RJ039200) was
appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company for the
financial year 2022-23.
The Board has re-appointed M/s V. M. & Associates, Company
Secretaries, (FRN: P1984RJ039200) as Secretarial Auditor of the Company in its meeting
held on May 22, 2023, to carry out Secretarial Audit for the financial year 2023-24. They
are eligible to become the Secretarial Auditor as per the rules of the Act and Listing
Regulations.
Internal Auditors
As per Section 138 of the Act read with Companies (Accounts) Rules,
2014, every Listed Company is required to appoint an Internal Auditor to carry out
Internal Audit of the Company.
In consonance with the requirements of Section 138 of the Act and rules
made there under, M/s Gupta Khandelwal & Associates, Chartered
Accountants,(FRN:018912C)Jaipur, was appointed to conduct the Internal Audit of the
Company for the financial year 2022-23.The Internal Audit Report is received by the
Company and the same is reviewed and taken on record by the Audit Committee and Board of
Directors.
The Board has appointed Mr. Amit Arora, Finance Executive, as an
Internal Auditor of the Company in its meeting held on May 22, 2023, to carry out Internal
Audit for the financial year 2023-24. He is eligible to become the Internal Auditor as per
the rules of the Act.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, Internal Auditor, Statutory Auditor and
Secretarial Auditor in their respective Reports have not reported to the Audit Committee,
under section 143 (12) of the Act, any instance of fraud committed against the Company by
its officers or employees, the details of which would need to be mentioned in the
Board's report.
CORPORATE GOVERNANCE:
Our corporate governance practices are a reflection of our value system
encompassing our culture, policies and relationships with our stakeholders. Integrity and
transparency are the keys to our corporate governance practices to ensure that we gain and
retain the trust of our stakeholders at all times. Corporate governance is about
maximizing shareholder value legally, ethically and sustainably. Our Board exercises its
fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance
long-term shareholder value and respect minority rights in all our business decisions.
The report on Corporate Governance for the financial year ended on
March 31, 2023, as per Regulation 34(3) read with Schedule V of the Listing Regulations
forms a part of this Annual Report as Annexure VII.
AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE REPORT:
As required by the Listing Regulations the Auditors' certificate
on corporate governance is enclosed as Annexure VIII to the Board's Report.
The Auditors' certificate for the Financial Year 2022-23 does not contain any
qualification, reservation or adverse remark.
BOARD DIVERSITY:
The Company recognizes and embraces the importance of a diverse Board
in its success. We believe that a truly diverse Board will leverage differences in
thought, perspective, knowledge, skill, regional and industry experience, cultural and
geographical backgrounds, age, ethnicity, race and gender that will help us retain our
competitive advantage. The Board Diversity Policy adopted by the Board sets out its
approach to diversity. The Policy is available on weblink, at http://
compucom.co.in/mdocs-posts/board-diversity-policy/
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Listing Regulations,
the Management Discussion and Analysis Report forms as part of this Annual Report as Annexure
VI which describes the Management Discussion and Analysis of Financial Conditions and
Results of Operations of the Company describing the Company's objectives,
expectations or predictions.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE AND OUTGO:
Your Company continuously strives to conserve energy, adopt environment
friendly practices and employ technology for more efficient operations.
The particulars as prescribed under Section 134 (3) (m) of the Act read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure
III.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Information on transactions with related parties pursuant to Section
188(1) for entering into such contract or arrangement in Form AOC-2 is annexed to this
Report as Annexure IV. All the transactions with the related party were in ordinary
course of business and on an arm's length basis and in accordance with the Section
188 of the Act, read with the Rules issued there under and the Listing Regulations
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to the percentage increase in remuneration,
ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of
employees' remuneration, and other details, as required under Section 197(12) of the
Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is attached as Annexure V of the Board's Report.
Details as required under Section 197(12) of the Act, read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, with respect to information of top ten employees of the Company in terms of
remuneration drawn will be provided upon request of members.
In terms of the provisions of Section 136(1) of the Act, the Report and
Accounts, as set out therein, are being sent to all the Members of your Company, excluding
the aforesaid Annexure which is available for inspection by the Members at the Registered
Office of the Company during business hours on all working days of the Company up to the
date of the Annual
General Meeting. If any Member is interested in obtaining a copy
thereof, such Member may write to the Company Secretary at the Registered Office of your
Company. None of the employees listed in the said Annexure is a relative of any Director
of the Company. None of the employees hold (by himself or along with his/her spouse and
dependent children) more than two percent of the equity shares of the Company.
ANNUAL RETURN:
The Annual Return in compliance with Section 92(3) of the Act read with
Rules made there under is available on weblink at
https://compucom.co.in/mdocs-posts/annual-return_2021-22-2/
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of Section 124 of the Act, read with the
IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the IEPF
Rules'), all unpaid and unclaimed dividends are required to be transferred by the
Company to IEPF, established by the Central Government under the provisions of Section 125
of the Act, after completion of seven years. Further according to the IEPF Rules, the
shares on which dividend has not been paid or claimed by the shareholders for seven
consecutive years or more shall also be transferred to the demat account of the IEPF
Authority. During the year 2022-23, the Company transferred the unclaimed and unpaid
dividends of Rs. 95826/-. Further, 72,398 corresponding shares on which dividends were
unclaimed for seven consecutive years were also transferred as per the requirements of the
IEPF Rules. No other amount is transferred to the IEPF Authority. The Details of Unpaid/
Unclaimed dividend lying in the unpaid account which are liable to be transferred to the
IEPF, and their due dates are provided in the Annexure-VII as Corporate Governance
Report of this Report. The details of Unpaid/ Unclaimed dividend is available on
Company's Website www.compucom.co.in
HUMAN RESOURCE MANAGEMENT:
Our professionals are our most important assets, for this your Company
draws its strength from a highly engaged and motivated workforce, whose collective passion
and commitment has helped the organization scale new heights. Human Resource policies and
processes have evolved to stay relevant to the changing demographics, enhance
organizational ability and remain compliant with the changing regulatory requirements. The
Company has created a favorable work-environment that encourages innovation and nurturing
of commercial and managerial talents in its operations. The focus of Human Resources
Management is to ensure that we enable each and every employee to navigate the next, not
just for clients, but also for themselves. We have re-imagined our employee value
proposition, to make it more meaningful to our employees.
TRADE RELATIONS:
The Company maintained healthy, cordial and harmonious Industrial
relations at all levels. The Directors wish to place on record their appreciation for the
valuable contribution by the employees of the Company.
QUALITY ASSURANCE:
Continuous sustained commitment to the highest levels of quality,
best-in-class service management and robust information security practices helped the
Company attain the following milestone during the year.
The Company is an ISO 9001:2015 organization. This standards enable us
to identify risks at the initial planning stage of the project. The Company firmly
believes in the pursuit of excellence to compete in this emerging and growing software
market. Our focus has been on providing quality products and services to our customers.
RISK MANAGEMENT:
Pursuant to Section 134(3) (n) of the Act & under Regulations 21 of
the Listing Regulations, the Company had formulated a Risk Management Policy for dealing
with different kinds of risks which it faces in day-to-day operations of the Company. The
Risk Management Policy of the Company outlines different kinds of risks and risk
mitigating measures that are to be adopted by the Board. The Company has adequate internal
control systems and procedures to combat the risk. The Risk management procedure is
reviewed by the Audit Committee and Board of Directors on a yearly basis at the time of
review of the Yearly Financial Statement of the Company. This has also been covered in the
Management Discussion and Analysis, forming part of this report. The Policy is available
on the weblink http://compucom.co.in/mdocs-posts/risk-management/ Based on the framework
of internal financial control and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and
external consultants, including the Audit of internal financial controls over financial
reporting by the statutory Auditors and the reviews performed by management and the
relevant board committees, including the audit committee, the Board is of the opinion that
the Company's internal financial controls were adequate and effective during
Financial Year 2022-23.
CODE OF CONDUCT:
In compliance with Regulation 26(3) of the Listing Regulations and the
Act, the Company has framed and adopted a code of conduct and ethics for Board and Senior
Management. This Code is applicable to the members of the Board and the Executive
Officers. The Code is available on the weblink
https://compucom.co.in/mdocs-posts/code-of-conduct-2/. The certificate of CEO on the
affirmation of such Code of Conduct by the members of the Board and SMPs is provided in
the Corporate Governance Report attached with the Annual Report as Annexure VII.
PREVENTION OF INSIDER TRADING:
In compliance with the provisions of Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of
conduct and code of practices and procedures for fair disclosure of unpublished price
sensitive information to preserve the confidentiality of price sensitive information to
prevent misuse thereof and regulate trading by insiders. The code of practices and
procedures for fair disclosure of unpublished price sensitive information is also
available on the web
linkhttp://compucom.co.in/mdocs-posts/code-of-cunduct-for-insider-trading/ along with this
Company has also adopted a share dealing code for the prevention of insider trading in the
shares of the Company. The share dealing code, inter alia, prohibits purchase / sale of
shares of the Company by employees while in possession of unpublished price sensitive
information in relation to the Company. The Company has automated the declarations and
disclosures to identify designated persons, and the Board reviews the Code on a need
basis. The Company has maintained a Structured Digital Database (SDD)pursuant to
provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 The policy is available on our website,
at the following link http://
compucom.co.in/mdocs-posts/code-for-fair-disclosure-of-unpublished-price-sensitive-information/
SIGNIFICANTAND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the Company's
operations in future.
SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
DIRECTORS' RESPONSIBILITY STATEMENT:
In compliance with Section 134(5) of the Act, the Board of Directors to
the best of their knowledge and hereby confirm the following: (a) In the preparation of
the annual accounts, the applicable Accounting Standards were followed along with proper
explanations relating to material departures.
(b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent to give
a true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit and loss of the Company for that period.
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
(d) The Directors had prepared the annual accounts on a going concern
basis.
(e) The Directors had laid down internal financial control to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and (f) The Directors had devised a proper system to ensure
compliance with the provisions of all applicable laws and that such a system was adequate
and operating effectively.
MATERIAL CHANGES AND COMMITMENTS
There are no Material changes and commitments affecting the financial
position of the company that have occurred between the end of the financial year to which
the Financial Statements relate and the date of this report.
SUSPENSION OF TRADING
No securities of company are suspended by National Stock Exchange,
Bombay Stock Exchange and Calcutta Stock Exchange.
CHANGE IN NATURE OF BUSINESS
During the year under review, there were no changes in the business of
the Company.
CREDIT RATING
During the year under review, the Company has not obtained a credit
rating.
Further, the Company has obtained following rating on long term and
short-term bank facilities assigned by CARE Ratings Limited (CARE Ratings) after closure
of financial year:
Sr. No. Security/Instrument/Facility
name |
Amount (Rs. in Crore) |
Rating |
1 Long term bank facilities |
7.00 |
CARE BBB-; Stable (Triple B Minus; Outlook: Stable) |
2 Short-term Bank Facilities |
0.84 |
CARE A3 (A Three) |
3 Long term / Short term bank facilities |
14.00 |
CARE BBB-; Stable / CARE A3(Triple B Minus; Outlook:
Stable / A Three) |
DISCLOSURES ON IBC, 2016
During the year under review, the company has neither made any
application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016).
OTHER DISCLOSURE:
Other disclosures required as per Act, Listing Regulations or any other
laws and rules applicable are either NIL or NOT APPLICABLE to the Company.
ACKNOWLEDGEMENT:
The Directors take this opportunity to thank all Investors, employees,
associates and business partners, clients, strategic alliance partners, technology
partners, vendors, financial institutions/banks, for their continued support during the
year. The Directors place on record their appreciation of the contribution made by all the
employees at all levels for their dedicated service and continued excellent work
throughout the year.
The Directors also thank the Government of India, particularly the
Ministry of Finance, the Ministry of Corporate Affairs, the Central Board of Direct Taxes,
the Central Board of Indirect Taxes and Customs, GST authorities, the Reserve Bank of
India, Securities and Exchange Board of India (SEBI), various departments under the state
governments and union territories, the Software Technology Parks (STPs) and other
government agencies for their support and look forward to their continued support in the
future.
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