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Compuage Infocom Ltd.

BSE: 532456 Sector: Consumer
NSE: COMPINFO ISIN Code: INE070C01029
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VOLUME 12948
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P/E 15.73
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OPEN 237.20
CLOSE 236.40
VOLUME 12948
52-Week high 285.00
52-Week low 85.00
P/E 15.73
Mkt Cap.(Rs cr) 275.36
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Compuage Infocom Ltd. (COMPINFO) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting their Sixteenth Annual Report of yourcompany with the Audited Financial Statements for the year ended 31st March 2015.

Compuage is a leading distribution of technology products Company in India. We act as avital link between the manufacturers of technology products and the Resellers who in turnfulfill the needs of the end user. Our customers include Value Added Resellers CorporateResellers Retailers and Direct Marketing Companies.

The Company's objective is to grow at a rate higher than industry growth rate.Execution is key to our business. We support our customer through 44 offices 48Warehouses and 50 Service Centers.

Our strategy is to operate at optimum product mix that will give us the necessarystability higher growth and returns. We firmly believe that our value added approach withvendors resellers and industry at large shall enable your company to sustained andprofitable growth.

FINANCIAL HIGHLIGHTS:

The highlights of the Financial Results are

(Rs. In Lakhs)

Particulars Consolidated Standalone
Current Year 2014-15 Previous Year 2013-14 Current Year 2014-15 Previous Year 2013-14
Revenue from Operation 238888.96 236187.86 213887.37 228818.16
& Other Income
Profit before Interest 5525.35 5352.72 5472.88 5334.77
Taxation & Depreciation
Less: Interest 3260.18 3262.61 3253.37 3258.98
Less: Depreciation 473.60 321.31 471.32 318.23
Profit before Tax 1791.57 1768.79 1748.19 1757.56
Less: Provision for taxation 581.35 596.56 579.62 596.35
Profit after Tax Provision 1210.22 1172.23 1168.57 1161.21
Balance brought forward 4794.82 3731.59 4828.57 3776.36
Amount available for 6005.04 4903.82 5997.14 4937.57
Appropriation :
Dividend
Interim Dividend - - - -
Proposed Dividend 133.10 93.17 133.10 93.17
Dividend Distribution Tax 26.61 15.83 26.61 15.83
Less: Unrealised Profit - - - -
Less: Foreign currency translation Reserve - - - -
Less: Minority Interest - - - -
Balance Carried to 5845.33 4794.82 5837.43 4828.57
Balance Sheet
EPS (Basic) 18.20 17.63 17.56 17.45
EPS (Diluted) 18.20 17.63 17.56 17.45

FINANCIAL PERFORMANCE:

The consolidated revenue of your company for the year was Rs 238888.96 Lacs as againstRs 236187.86 in the previous year. The consolidated net profit after tax for the year wasRs 1210.22 Lacs as against Rs. 1172.23.

DIVIDEND:

Considering the improved performance of the Company your Directors are pleased torecommend a final dividend of Rs 2.00 per share for the year ended 31st March 2015 whichis 20% on face value of Rs 10 per share each subject to the approval of members at theensuing Annual General Meeting.

In terms of Section 123 of the Companies Act 2013 and section 205C of the CompaniesAct 1956; the Company is required to transfer the amount of dividend remaining unclaimedfor a period of seven years from the date of transfer to the unpaid dividend account tothe Investor Education and Protection Fund (IEPF). Shareholders are requested to ensurethat they claim the dividend(s) from the Company before transfer of the said amounts tothe IEPF. A detailed description of the same is provided under point no. 11 of the notesforming part of Notice convening the AGM as well as the Corporate Governance Report.

FUTURE OUTLOOK:

While 2014 - 15 was a challenging year with PC showing a flat to low sign digit growth.It was a year in which the PC industry consolidated with some brands exiting the PCbusiness. And post elections while sentiments remained positive momentum was yet topickup.

However the future is very promising. With the Digital India Campaign Smart citiesand Broadband penetration plans and the low PC penetration in India it is bound tocreate lot of opportunities in the industry. Your Company with its nationwide operationsand strong relationships with Resellers is well positioned to benefit out of it. Furtherwith its focus on strengthening its Smartphones portfolio will give further impetus to thegrowth plans of the company

LISTING OF SECURITIES:

The Company's shares are listed on Bombay Stock Exchange Limited Mumbai (BSE) andapplicable listing fees for the year 2015-2016 have been paid. The Securities and ExchangeBoard of India (SEBI) vide its Exit order no. WTM/RKA /MRD/47/2015 dated 14th May 2015has now granted exit to Madras Stock Exchange ("MSE"). Subsequently thesecurities of Company are no longer listed on MSE.

SHARE CAPITAL:

The Company at its meeting held on 28th March 2015 had approved the proposal for issueof bonus shares in the ratio of ratio 3:5 i.e three bonus shares for every 5 shares heldsubject to the approval of members. For seeking members approval Postal Ballot will beconducted in the year 2015-16 and the bonus shares will be issued to shareholders as onthe record date as determined by the Board.

SUBSIDIARY OPERATIONS

The year 2014 - 15 was a very good year for its wholly owned subsidiary-CompuageInfocom (S) Pte. Ltd. Its year on year grew by 187.61 % while its profits grow by 409.08%. Future continues to be promising.

INFORMATION TECHNOLOGY:

Compuage continues to upgrade its IT infrastructure and has a solid backbone to supportthe business.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism/whistle blower policy to deal with instance of fraudand mismanagement if any. The details of the vigil mechanism/whistle blower policy isexplained in the Corporate Governance Report and also posted on the website of theCompany.

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to discharging its social responsibility as a good corporatecitizen. As part of its initiatives under "Corporate Social Responsibility (CSR) theCompany has undertaken projects in the areas of Education Livelihood and Health. Theseprojects are largely in accordance with Schedule VII of the Companies Act 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure A" andforms part of the Boards' Report.

DIRECTORS:

The Board consists of executive and non-executive directors including independentdirectors who have wide and varied experience in different disciplines of corporatefunctioning. Your Company has Five Directors including Three Independent Directors inconsonance with Corporate Governance norm specified in the Clause 49 of the ListingAgreement with the Stock Exchanges.

During the year no director has been appointed or resigned from the Board of Directorsof the Company.

Mr. Atul H. Mehta retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. The brief resume of the said Directorand other related information has been detailed in the Notice convening the 16th AGM ofyour Company. Accordingly your Directors recommend his re-appointment in ensuing AGM.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Committees. Also Independent Directors of the Companyhas met separately during the year without the attendance of non-independent directors andmembers of management whereby they reviewed the following -

1. Reviewed the performance of Non-Independent Directors and the Board as a whole;

2. Reviewed the performance of the Chairperson of the Company;

3. Assessed the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

MEETINGS

Notice of Meetings is prepared and circulated in advance to the Directors. During theyear Twelve Board Meetings and four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of theListing Agreement with the Stock Exchanges.

DISCLOSURE UNDER SECTION 164 (2)

None of the Directors of the Company are disqualified from being appointed as directorsas specified under sub-section (2) of Section 164 of the Companies Act 2013 and any otherapplicable provisions of the Companies Act 2013 and the Rules made there under.

AUDITORS' REPORT :

At the 15th AGM of your Company held on 23rd August 2014 M/s B.V Dalal & Co.Chartered Accountant (Firm Registration No. 114214W) were appointed as the StatutoryAuditors of the Company to hold office till the conclusion of the third consecutive AnnualGeneral Meeting (AGM) of the Company. The said Auditors are now eligible for beingreappointed as the Statutory Auditors to hold office till conclusion of next AGM.Accordingly the Board of Directors recommend their appointment.

The report of the Auditor and notes forming part of Accounts are attached along withthe Annual Report. There is no qualification in the Audit report and Notes are selfexplanatory and need no comments.

INTERNAL AUDIT:

Compuage has further strengthened its internal audit team. This team monitors theentire business operations from its centralized database in Mumbai. It reports directly tothe Audit Committee which is chaired by a Non Executive Independent Director.

During the year under review the Company has also appointed M/s. Verma Mehta &Associates (Firm Registration Number 112118W) as the internal auditors of the Company inaccordance with section 138 of the Companies Act 2013 and rules framed thereunder. Thishas further added to the internal control and audit systems.

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Compuage's well defined organization structure policy guidelines predefined authoritylevels and an extensive system of internal controls ensure optimal utilization andprotection of resources IT security accurate reporting of financial transactions andcompliance with applicable laws and regulations.

• Compuage has adequate system of internal control in place to ensure that assetsare safeguarded against loss from unauthorized use or disposition and that transactionsare authorized recorded and reported correctly.

• Compuage's internal audit function is empowered to examine the adequacyrelevance and effectiveness of control systems compliance with laws regulations &policies plans and statutory requirements.

• Compuage has an exhaustive budgetary control system. Actual performance isreviewed with reference to the budget by the management on an ongoing basis.

• Compuage's Audit Committee of the Board reviews the findings and recommendationsof the internal auditor.

The system is improved and modified continuously to meet changes in businessconditions statutory and accounting requirements.

SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS

The Company has appointed Mr. Virendra G. Bhatt Practising Company Secretary to holdthe office of the Secretarial Auditors and to conduct the Secretarial Audit for thefinancial year 2014-2015. The Secretarial Audit Report is annexed herewith as"Annexure B" and forms part of the Boards' Report. The said report is selfexplanatory and needs no comments.

INSURANCE & RISK MANAGEMENT

The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc. and other risks which considered necessary bythe management.

DEPOSITS:

During the financial year 2014-15 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

The details of the same are as under:

(a) accepted during the year- Nil

(b) remained unpaid or unclaimed as at the end of the year- Nil

(c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-

(i) at the beginning of the year - Rs. 79539600/-
(ii) repaid during the year - Rs. 79539600/-
(iii) at the end of the year - Nil

DEPOSITORY SYSTEM:

The Company has entered into an agreement with the National Securities DepositoryLimited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enableshareholders to hold shares in dematerialized form. The Company also offers simultaneousdematerialization of the physical shares lodged for transfer.

STATUS OF DEMATERIALISATION OF SHARES:

NSDL and CDSL have allotted ISIN No. INE070C01029 for compulsorily Dematerialization ofShares.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in accordancewith the provisions of section Section 134(3)(c) and 134(5) of the Companies Act 2013: i.That in preparation of the Annual Accounts for the year ended 31st March 2015 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any; ii. That the directors had selected such accountingpolicies and applied consistently and made judgments and estimates that were reasonableand prudent so as to give true and fair view of the state of affairs of the Company at theend of the financial year ended 31st March 2015 and the profit of the Company for theyear under review; iii. That proper and sufficient care has been taken for the maintenanceof adequate accounting records for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; iv. That the annual accounts forthe year ended 31st March 2015 have been prepared on a 'going concern basis'. v. Thatproper internal financial controls were in place and that such internal financial controlsare adequate and were operating effectively. vi. That proper systems to ensure compliancewith the provisions of all applicable laws were in place and that such systems wereadequate and operating effectively.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the year 2014-2015 is annexed herewith as"Annexure C" and forms part of the Boards' Report.

CONSOLIDATED FINANCIAL STATEMENTS:

A separate statement containing the salient features of financial statements of thesaid subsidiary forms part of consolidated financial statements in compliance with Section129 and other applicable provisions if any of the Companies Act 2013. The financialstatements of the subsidiary companies and related information are available forinspection by the members at the Registered Office of your Company during business hourson all days except Saturdays Sundays and public holidays upto the date of the AnnualGeneral Meeting (AGM) as required under Section 136 of the Companies Act 2013. Any memberdesirous of obtaining a copy of the said financial statements may write to the CompanySecretary at the Registered Office of your Company. The financial statements including theconsolidated financial statements financial statements of subsidiary and all otherdocuments required to be attached to this report have been uploaded on the website of yourCompany (www.compuageindia.com). The financial performance of the said subsidiaryincluded in the consolidated financial statements of your Company is set out in the"Annexure D" to this Report.

The Consolidated Net Worth of the company and its subsidiary as on 31st March 2015 isRs. 8022.82 Lacs.

The Consolidated Net Profit of the company and its subsidiary amounted to Rs. 1210.22Lacs for the financial year ended 31st March 2015.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management discussion and Analysis as required under the Clause 49 of the ListingAgreement is annexed herewith as "Annexure E" and forms part of the Boards'Report.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and following to theguidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company hasimplemented all of its major stipulations as applicable to the Company. The StatutoryAuditor's Certificate in accordance with Clause 49 of the Listing Agreement and report onCorporate Governance is annexed as Annexure "F" and forms part of the Boards'Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is given hereunder:

A. The particulars relating to conservation of energy and techniques are not relevantto the Company since the Company is not engaged in any manufacturing activities and hencethere is not much scope and concern to this matter for the company to take any meaningfulaction.

B. Earning And Outgo in Foreign Exchange:

Mercantile Trade Sales as on 31st March 2015 is Rs. 12747.01 Lacs as against Rs.8840.39 Lacs in the previous year.

The payment of foreign exchange outgoes are as under:

1. Valuation of Imports calculated on C.I.F. basis for one year period ended 31stMarch 2015 is Rs. 27798.69 Lacs. (Rs. 43133 Lacs in previous year)

2. Expenditure in Foreign currency: (Rs. in Lacs) (Current Year) (Previous Year)
Traveling 13.16 24.79
Mercantile Trade Purchase 12627.19 8723.02

DISCLOSURES RELATIONG TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

Statement of disclosures relating to remuneration of Directors Key ManagerialPersonnel and particulars of Employees for the period ended 31st March 2015 as per theprovisions by the Companies Act 2013 and rules made thereunder which needs to bedisclosed in the Directors report.

Name (Age) Designation Nature of duties & Date of commencement of Employment Qualification / Experience Gross Remuneration Rs. Last Employment Designation / / Name of Company
*Atul H. Mehta (55) Chairman & Managing Director Specialized in Finance & Strategic Planning (16.06.2000) MBA - U.S.A (25) 12000000 (w.e.f 08.09.2011) to 07.09.2014) Compuage Electronics Ltd. Chairman & Managing Director
*Bhavesh H. Mehta (42) Whole-time Director Specialized in Imports & Logistics (18.10.2000) M.Com (18) 12000000 (w.e.f 18.10.2011) to 17.10.2014) Compuage Electronics Ltd. Director
Sunil Mehta (43) Chief Financial Officer Finance Accounts Taxation (11.08.2014) Chartered Accountant (22) Rs. 3900000 Compuage Electronics Ltd. (Manager-Finance)
Dolly Mehta (21) Company Secretary Secretarial Compliances (01.01.2015) Company Secretary Rs. 300000 Virendra Bhatt Practising Company Secretary

Note:

* 1. Nature of employment is contractual.

2. The above amounts does not include provision of gratuity and leave encashment.

3. As the service contract is expired during the year company has filed an applicationwith Central Government to seek their approval for payment of Rs. 18000000 p.a. each toMr. Atul H. Mehta and Mr. Bhavesh H. Mehta. However the approval of Central Governmenthas not yet received till 31st March 2015.

LOANS AND INVESTMENTS:

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 are set out in Note no. 5 & 7 (Loans) Note no. 2(1)(r) (Guarantees) andNote no. 12 (Investments) to the financial statements forming part of this Annual Report.

TRANSFER TO RESERVES:

Your Company proposes to transfer Rs. 102.00 lacs to the general reserve. An amount ofRs. 5837.48 lacs is proposed to be retained in the Statement of Profit and Loss.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

ACKNOWLEDGEMENT

Your Directors takes this opportunity to express their deep sense of gratitude to theshareholders employees customers vendors and banks for the support and faith reposed inthe company. We also thank the Central and State Government and their department and localauthorities for their continued guidance and support.

We also like to place on record our sincere appreciation for the commitment dedicationand hard work put in by every member of Compuage Family.

Registered Office: By order of the Board of Directors
D- 601/602 & G - 601/602 Lotus Corporate Park For Compuage Infocom Limited
Graham Firth Steel Compound
Western Express Highway
Goregaon (E) Mumbai - 400 063 India
CIN: L99999MH1999PLC135914
E-mail: investors.relations@compuageindia.com
Mumbai Atul Mehta
15th May 2015 Chairman & Managing Director

ANNEXURE 'A' TO BOARD'S REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

The Board provide a brief outline of the company's CSR policy including the statementof intent reflecting the ethos of the company broad areas of CSR interest and an overviewof activities proposed to be undertaken. The CSR policy has been hosted at the website ofthe Company. This includes the full list of projects/activities/programmes proposed to beundertaken by the company.

CSR Policy is stated herein below:

Weblink: http://www.compuageindia.com/share pdf/CSR POLICY.pdf

Composition of the CSR Committee.

Name of Director Designation
Mr. Ganesh S. Ganesh (Independent Director) Chairman
Mr. Vijay Agarwal (Independent Director) Member
Mr. Bhavesh Mehta (Whole-Time Director) Member

 

Average Net Profit of the company for last 3 financial year : Rs. 1048.05 lakhs
Threshold Limit-(2% of this amount) : Rs. 35 lakhs
Details of CSR activities/projects undertaken during the year :

 

Particulars CSR project/ activity identified Sector in which the Project is covered Projects/Programmes Local area/others Amount outlay (budget) project/ program- wise Amount spent on the project/ Programe Cumulative spend upto the reporting period Amount spent: Direct/ through imple- mentation agency
(1) (2) (3) (4) (5) (6) (7) (8)
Health 1. Undertaking sanitation and Cleanliness activities 300000 300000 300000 300000
2. Providing safe drinking water in the locality.
Education 1. providing books to the students. 1000000 1000000 1000000 1000000
2. providing infrastructure facilities to schools.
3. sponsering scholarship
Environment 1. undertaking programmes seminars etc to spread awareness for conservation of environment 250000 250000 250000 250000
2. to promote eco-friendly products.
Social / Medical Facilities To provide food packects clothes shoes and other necessities. 2500000 2500000 2500000 2500000

(a) Total amount to be spent for the year:35 lakhs

(b) Amount carried forward from earlier years: NIL

(c) Amount spent during the year : 40.50 lakhs

(d) Amount carried forward for the year: NIL

* Details of the implementing agencies:

1. Maya Foundation

2. M P Shah Charitable Trust

3. Sanskar India Foundation

4. Distribution of food packets and other activities done at various branches and unitsall across India

For Compuage Infocom Limited
Atul Mehta Ganesh S. Ganesh
Managing Director Chairman- CSR Committee

ANNEXURE 'B' TO BOARD'S REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31 2015

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Compuage Infocom Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Compuage Infocom Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovides me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the Compuage Infocom Limited books papers minute booksforms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the Companyhas during the audit period covering the financial year ended on March 31 2015 generallycomplied with the statutory provisions listed hereunder:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Compuage Infocom Limited ("the Company") for thefinancial year ended on March 31 2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder ;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under(Not applicable during the audit period);

(iv) Foreign Exchange Management Act 1999 & the rules & regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment &External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities And Exchange Board of India (Issue of Capital & DisclosureRequirements) Regulations2009 (Not applicable during the audit period);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 (Not applicable during the audit period);

(e) The Securities & Exchange Board of India (Issue & listing of Debtsecurities) Regulations 2008 (Not applicable during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client(Notapplicable during the audit period);

(g) The Securities & Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable during the audit period); and

(h) The Securities & Exchange Board of India (Buyback of Securities)Regulations1998 (Not applicable during the audit period);

(vi) The Company is engaged in composite range of activities like InformationTechnology distribution products and services. In our opinion the Company being operatingin the aforesaid diversified activities various laws/ regulations are applicable to it.In the absence of any identifiable specific major law/ regulation under which the sectorand the Company operates we are not in a position to identify and report the same in ourreport.

(vii)I have also examined compliance with the applicable clauses of the following:

(i) The Listing agreements entered into by the Company with the stock exchanges.

(ii) Secretarial Standards Issued by The Institute of Company Secretaries of India -(At present not applicable).

As per the information provided by the Company they have donated the amount towardsCorporate Social Responsibility as per rules and provision of Companies Act 2013

I further report that during the year Company had made an application to CentralGovernment for remuneration pursuant to Section 196 of the Companies Act 2013 read withSchedule 5 for Atul Mehta and Bhavesh Mehta appointed as Managing Director and Whole TimeDirector respectively. The approval for the same is awaited from Central Government.

I further report that the Company has appointed Internal Auditor pursuant to Section138 of Companies Act 2013 the form is yet to be filed for the same.

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above.

I further report that I rely on statutory auditor's reports in relation to thefinancial statements and accuracy of financial figures for Sales Tax Wealth Tax ValueAdded Tax Related Party Transactions Provident Fund ESIC etc. as disclosed underfinancial statements Accounting Standard 18 & note on foreign currency transactionsduring our audit period and I have not verified the correctness and appropriateness of thebooks of accounts of the Company.

I further report that the board of directors of the company is duly constituted withproper balance of Executive Directors Non-Executive Directors & IndependentDirectors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.

I further report that as per the information provided generally adequate notice isgiven to all directors to schedule the Board Meetings agenda & detailed notes onagenda were sent at least seven days in advance & a system exists for seeking &obtaining further information & clarifications on agenda items before the meeting& for meaningful participation at the meeting.

I further report that as per the information provided majority decision is carriedthrough while the dissenting members' views are captured & recorded as part of theminutes.

I further report that there are generally adequate systems & processes in thecompany commensurate with the size & operations of the company to monitor & ensurecompliance with applicable laws rules regulations & guidelines.

I further report that the management is responsible for compliances of all businesslaws. This responsibility includes maintenance of statutory registers/records required bythe concerned authorities and internal control of the concerned department.

I further report that during the audit period the company has no specific events likePublic/ Right/Preferential issue of shares/debentures/sweat equity etc.

I further report that our report of even date is to be read along with this letter:

1. Maintenance of Secretarial record is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these Secretarial Records based onour audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected in theSecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. Where ever required I have obtained the Management representation about thecompliance of Laws Rules and Regulations and happening of events etc.

4. The compliance of the provisions of Corporate and other applicable Laws RulesRegulations Standards is the responsibility of the Management. My examination was limitedto the verification of procedures on test basis.

5. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor the efficacy or effectiveness with which the Management has conducted theaffairs of the company.

Virendra Bhatt
Place: Mumbai ACS No - 1157
Date: 15th May 2015 COP No - 124

ANNEXURE 'C' TO BOARD'S REPORT

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS :-

(i) CIN : L99999MH1999PLC135914
(ii) Registration Date : 27/07/1999
(iii) Name of the Company : COMPUAGE INFOCOM LIMITED
(iv) Category / Sub-Category of the Company : Company Limited by Shares
(v) Address of the Registered office and contact details : D-601/602 & G-601/602 Lotus Corporate Park
Graham Firth Steel Compound
Western Express Highway
Goregaon (E) Mumbai-400063.
Tel No. : 011-66114444 Fax: 022-66114445.
(vi) Whether listed company : Yes
Yes / No
(vii) Name Address and : Link Intime India Pvt. Ltd. C-13 Pannalal Silk Mills
Contact details of Registrar and Transfer Agent if any Compoumd L.B.S. Marg Bhandup (W) Mumbai
Tel No. : 022-25946970 Fax: 022-25946969

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :-

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

Sr. No. Name and Description of main products/services NIC Code of the Product/ service % tototal turnover of the company
1. Wholesale of Computers computer peripheral equipment and software 4651 86.16%
2. Wholesale of Electronics and telecommunication equipment and parts 4652 13.84%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES :-

Sr. No. NAME AND ADDRESS OF THE COMPANY CIN/GLN SUBSIDIARY/ ASSOCIATE HOLDING/ held % of shares Applicable Section
1. COMPUAGE INFOCOM (S) PTE. LTD Foreign Company Holding 100.00 % 2(46)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares during the year
A. Promoters
(1) Indian
a) Individual/HUF 4513953 0 4513953 67.83 4513953 0 4513953 67.83 0
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt (s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 0 0 0 0 0 0 0 0 0
e) Banks/FI 0 0 0 0 0 0 0 0 0
f) Any Other…. 0 0 0 0 0 0 0 0 0
Sub-total (A) (1):- 4513953 0 4513953 67.83 4513953 0 4513953 67.83 0
(2) Foreign
a) NRIs -Individuals 0 0 0 0 0 0 0 0 0
b) Other-Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any Other…. 0 0 0 0 0 0 0 0 0
Sub-total (A) (2):- 0.00 0 0.00 0.00 0 0 0 0 0
Total shareholding of Promoter (A) =(A)(1)+(A)(2) 4513953 0 4513953 67.83 4513953 0 4513953 67.83 0
B. Public Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks / FI 40 0 40 0 40 0 40 0 0
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 0 0 0 0 0
h) Foreign Venture 0 0 0 0 0 0 0 0 0
Capital Funds
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 40 0 40 0.00 40 0 40 0 0
2. Non-Institutions 0
Bodies Corp. 321848 4012 317836 4.84 505640 4012 509652 7.66 2.82
i. Indian - - - - - - - - -
ii. Overseas - - - - - - - - -
b) Individuals
( i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 456773 49074 407699 6.86 362119 47826 409945 6.16 -0.7
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 570049 0 570049 8.57 408458 0 408458 6.14 -2.43
c) Others (specify)
i. Clearing Member 663577 32193 695770 10.45 57488 0 57488 0.86 -9.59
ii. Market Maker 36 40 76 0.00 240 0 240 0 0
iii. Non Resident Indians (Repat) 4564 0 4564 0.07 664345 32193 696538 10.47 10.4
iv. Non Resident Indians (NonRepat) 0 54725 54725 0.82 26 40 66 0 -0.82
v. Foreign Companies 30885 0 30885 0.46 0 54725 54725 0.82 0.36
vi. Directors/Relatives 157 0 157 0.00 157 0 157 0.00 0
vii. HUF 5355 805 6160 0.09 2933 805 3738 0.06 -0.03
Sub-total (B)(2):- 2000158 140849 2141007 32.17 2001406 139601 2141007 32.17 0
Total Public Shareholding(B) =(B)(1)+(B)(2) 2000198 140849 2141047 32.17 2001446 139601 2141047 32.17 0
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 6514151 140849 6655000 100.00 6515399 139601 6655000 100.00 0

(ii) Shareholding of Promoters

Sr. No. Shareholder's Name Shareholding at the beginning of the year Share holding at the end of the year % change
No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares in share holding during the year
1. Bhavesh Harkishandas Mehta 1780485 26.75 % - 1780485 26.75 % - -
2. Atul Harkishandas Mehta 1780484 26.75 % - 1780484 26.75 % - -
3. Ajay Harkishandas Mehta 452984 6.81 % - 452984 6.81 % - -
4. Ajay Harkishandas Mehta 500000 7.51 % - 500000 7.51 % - -
Total 4513953 67.83 % - 4513953 67.83 % - -

(iii) Change in Promoters' Shareholding (please specify if there is no change)

Sr. No. Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of shares of the company
1. At the beginning of the year No change during the year
2. Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc) No change during the year
3. At the End of the year No change during the year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sr. No. For Each of the Top 10 Shareholders Shareholding at the beginning of the year Shareholding at the End of the year
No. of shares % of total shares of the company No. of shares % of shares of the company
1. Rashmi Bothra 224300 3.37 224300 3.37
2. Jaykumar Ashok Shah 220111 3.31 - -
3. Dilip S Mehta 206000 3.10 206000 3.10
4. Rajesh Bothra 203382 3.06 203382 3.06
5. Nirshilp Securities Pvt. Ltd. - - 172509 2.59
6. Tisya Financial Services Private Limited 110750 1.66 110750 1.66
7. Subhash Suganlal Runwal - - 106000 1.59
8. Ajcon Finance Limited

-

-

72875

1.10

9. Ashwani Deedwania

68500

1.03

68500

1.03

10. Pushpanjali Tie-Up Private Limited

64421

0.97

-

-

11. Ashok Popatlal Shah

45152

0.68

-

-

12. Ajcon Comtrade Private Limited

37233

0.56

-

-

13. Naresh Ramesh Dhakad

31086

0.47

-

-

14. Khadija Karim Jagmagia

-

-

58200

0.87

15. Subhash Suganlal Runwal

-

-

55145

0.83

(v) Shareholding of Directors and Key Managerial Personnel :

Sr. No. For Each of the Directors and KMP Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of shares of the company
Mr. Atul H. Mehta
1. At the beginning of the year 1780484 26.75 % 1780484 26.75 %
2. Date wise Increase/Decrease in Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc) - - - -
3. At the End of the year 1780484 26.75 % 1780484 26.75 %
Mr. Bhavesh Mehta
1. At the beginning of the year 1780485 26.75 % 1780484 26.75 %
2. Date wise Increase/Decrease in Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc) - - - -
3. At the End of the year 1780485 26.75 % 1780484 26.75 %
Mr. Ganesh S. Ganesh
1. At the beginning of the year 157 0.00 % 157 0.00 %
2. Date wise Increase/Decrease in Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc) - - - -
3. At the End of the year 157 0.00 % 157 0.00 %
Mr. Vijay Agarwal
1. At the beginning of the year 0 0.00 % 0 0.00 %
2. Date wise Increase/Decrease in Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc) - - - -
3. At the End of the year 0 0.00 % 0 0.00 %
Mrs. Preeti Trivedi
1. At the beginning of the year 0 0.00 % 0 0.00 %
2. Date wise Increase/Decrease in Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc) - - - -
3. At the End of the year 0 0.00 % 0 0.00 %
Mr. Sunil Mehta
1. At the beginning of the year 0 0.00 % 0 0.00 %
2. Date wise Increase/Decrease in Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc) - - - -
3. At the End of the year 100 0.00 % 100 0.00 %
Ms. Dolly Mehta
1. At the beginning of the year 0 0.00 % 0 0.00 %
2. Date wise Increase/Decrease in Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc) - - - -
3. At the End of the year 0 0.00 % 0 0.00 %

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

(Rs. In Lakhs)

Secured Loans excluding deposits Unsecured Loans* Deposits Total Indebtedness
Indebtedness at the beginning of the financial year 13776.13 8457.36 - 22233.49
i) Principal Amount -
ii) Interest due but not paid
iii) Interest accrued but not due -
Total (i+ii+iii) 13776.13 8457.36 - 22233.49
Change in Indebtedness during the financial year
• Addition 1636.56 - - 1636.56
• Reduction - 2069.32 - 2069.32
Net Change Indebtedness at the end of the financial year 15412.69 6388.04 - 21800.73
i) Principal Amount -
ii) Interest due but not paid -
iii) Interest accrued but not due -
Total (i+ii+iii) 15412.69 6388.04 - 21800.73

*Unsecured loans represents Bill Discounting Loans

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Name of MD/WTD/
Atul H. Mehta Bhavesh H. Mehta Total
Sr. No. Particulars of Remuneration (Managing Director) (Whole-Time Director) Amount
1. Gross salary 12000000 12000000 24000000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission - - -
- as % of profit - - -
- others specify… - - -
5. Others please specify - - -
Total (A) 12000000 12000000 24000000

B. Remuneration to other directors:

Name of Independent Directors
Sr. No. Particulars of Remuneration Ganesh Shiva Ganesh Vijay Agarwal Preeti K Trivedi Total Amount
• Fee for attending board / committee 0 80000 80000 160000
• Meetings
• Commission - - - -
• Others please specify - - - -
Total (1) 0 80000 80000 160000
Other Non-Executive - - - -
Directors
• Fee for attending board / committee
• Meetings - - - -
• Commission - - - -
• Others please specify - - - -
Total (2) - - - -
Total (B)=(1+2) 0 80000 80000 160000
Total Managerial 0 80000 80000 160000
Remuneration

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Key Managerial Personnel
Sr. No. Particulars of Remuneration Company Secretary CFO Total
A. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 300000 3900000 4200000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income tax Act 1961 - - -
B. Stock Option - - -
C. Sweat Equity - - -
D. Commission - - -
as % of profit - - -
others specify… - - -
E. Others please Specify - - -
Total 300000 3900000 4200000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD/NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty None
Punishment
Compounding
B. DIRECTORS
Penalty None
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty None
Punishment
Compounding

However during the year 2014-2015 BSE has imposed penalty under Clause 31 of ListingAgreement with respect to late submission of Annual Report for the Year Ended 31st March2014 and the same has been paid by the company.

ANNEXURE 'D' TO BOARD'S REPORT

The financial performance of each of the subsidiaries and joint venture companiesincluded in the consolidated financial statements are detailed below:

1. Name of the Subsidiary/Joint Venture company: Compuage Infocom (S) Pte. Ltd.

2. Turnover :
Current Period- Rs. 28660.48 Lacs
Previous Period- Rs. 9249.21 Lacs
Growth (%)- 209.87%
3. Profit/(Loss) Before Tax :
Current Period- Rs. 43.38 Lacs
Previous Period- Rs. 10.44 Lacs
Growth (%)- 315.45%
4. Profit/(Loss) After Tax
Current Period- Rs. 41.65 Lacs
Previous Period- Rs. 10.23 Lacs
Growth (%)- 307.07%

FORM AOC-I : STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIALS STATEMENTS OFSUBSIDIARIES AND JOINT VENTURES.

(PURSUANT TO FIRST PROVISO TO SUB SECTION (3) OF SECTION 129 READ WITH RULE 5 OFCOMPANIES (ACCOUNTS) RULES 2014)

PART "A": SUBISIDIARIES

1. Name of the subsidiary: Compuage Infocom (S) Pte. Ltd.

2. Reporting period for the subsidiary concerned if different from the holdingcompany's reporting period : Same as parent Co.

3. Reporting currency : USD & Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries
: 1USD = 62.5 INR
4. Share capital : Rs. 62.5 Lacs
5. Reserves & surplus : Nil
6. Total assets : Rs. 3922 Lacs
7. Total Liabilities : Rs. 3859 Lacs
8. Investments : Nil
9. Turnover : Rs. 28660.48 Lacs
10. Profit before taxation : Rs. 43.38 Lacs
11. Provision for taxation : Rs. 1.74 Lacs
12. Profit after taxation : Rs. 41.65 Lacs
13. Proposed Dividend : Rs. 10.85 Lacs
14. % of shareholding : 100%

Notes:

1. Names of subsidiaries which are yet to commence operations - NIL

2. Names of subsidiaries which have been liquidated or sold during the year -NIL

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Since the Company does not have any associate companies nor any Joint Ventures thesaid para is not applicable.

FOR COMPUAGE INFOCOM LIMITED

Atul Mehta Bhavesh Mehta Ganesh S. Ganesh
Chairman & Managing Director Whole Time Director Director
Sunil Mehta Dolly Mehta
Chief Financial Officer Company Secretary

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