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Compucom Software Ltd.

BSE: 532339 Sector: Services
NSE: COMPUSOFT ISIN Code: INE453B01029
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VOLUME 13216
52-Week high 19.39
52-Week low 10.56
P/E 56.52
Mkt Cap.(Rs cr) 103
Buy Price 0.00
Buy Qty 0.00
Sell Price 13.00
Sell Qty 106.00
OPEN 13.24
CLOSE 13.12
VOLUME 13216
52-Week high 19.39
52-Week low 10.56
P/E 56.52
Mkt Cap.(Rs cr) 103
Buy Price 0.00
Buy Qty 0.00
Sell Price 13.00
Sell Qty 106.00

Compucom Software Ltd. (COMPUSOFT) - Director Report

Company director report

To

The Members

Compucom Software Limited

Your Company has immense pleasure in presenting their 23rd Annual Report onthe business and operations of the Company together with Audited Financial Statements forthe financial year ended on March 31 2017.

Financial Results:

The highlights of the financial results for the financial year 2016-17 are as follows: (Rs. in Lakhs)
Particulars 31.03.2017 31.03.2016
Total Income 5413.22 5761.56
Total Expenses 3506.43 2869.49
Operating Profit (PBDIT) 1906.79 2892.07
Finance Cost 209.55 342.87
Depreciation 1469.26 1456.07
Profit before Tax 227.97 1093.13
Exceptional Items - 78.13
Provision for Income Tax including Deferred Tax 42.75 318.28
Net Profit after Tax 185.22 696.72
Appropriation
Dividend 79.12 79.12
Dividend Tax 16.11 16.56
Transfer to General Reserve - -
Total Appropriations 95.23 95.68
Earnings per Share: Basic and Diluted (in Rs.)
Considering Extraordinary Items 0.23 0.88
Without Considering Extraordinary Items 0.23 0.88

Results of Operations:

Total income from operations earned during the year amounted to Rs. 5413.22 lakhscompared to that of Rs. 5761.56 lakhs in the previous financial year. This reflectsdecrease of Rs. 348.34 lakhs. The profit before tax has decreased from Rs. 1093.13 lakhsin the previous financial year to Rs 227.97 lakhs in the current financial year which isdue to Bad Debts and SLA Deductions.

The Operating Profit during the period under review is Rs. 1906.79 lakhs as comparedto Rs. 2892.07 lakhs in the previous financial year.

As required by AS- 21 Consolidated Financial Statements are provided in the latersection of the Annual Report.

Business Operations:

(1) Software & E-Governance Services:

During the year the Company focused on the areas where higher margin was availablewith low risk factors. The revenue generated from this segment during the currentFinancial Year 2016-17 was Rs. 590.67 Lakhs as against Rs 461.71 Lakhs during the previousfinancial year. This reflects increase of 27.93% i.e. Rs. 128.96 Lakhs. Profit earned fromthis segment amount to Rs. 295.61 Lakhs as compared to that of Rs. 223 Lakhs during theprevious Financial Year which has resulted in increase of 32.56% i.e. Rs. 72.61 Lakhs.

(2) Learning Solutions:

Learning Solution Segment mainly comprises ICT Phase III ICT Bihar Computer AidedTraining Programme and other projects. The Company has covered total 8223 Govt. Schoolsand over 2 million learners under its educational umbrella so far. These PPP Projectscould not have been a success without the cooperation extended by Employees BusinessAssociates Vendors and Government officials. Most of these projects are in form of ITInfrastructure development at school levels.

The Company has been running successfully ICT Project Phase III worth Rs. 158.50Crore for 1373 Govt. Schools of Rajasthan. It has been commissioned in the month of Feb.2014 and will be a five (5) year project on BOOT model.

The Company has massive plans for capturing the advantage of Indian educationexpenditure planned through Govt. of India promoted PPP models across India fuelled by SarvaShiksha Abhiyan (SSA) Rashtriya Madhyamik Shiksha Abhiyan (RMSA) and skilldevelopment initiatives. Company is also planning to leverage in-house softwaredevelopment and satellite based technology skills for expansion in school and coachingBusiness.

During the year the revenue generated from this segment was Rs. 4427.04 Lakhs asagainst Rs 4938.79 Lakhs during the previous financial year. This reflects decrease of10.36% i.e. Rs. 511.75 Lakhs.

(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 generationcapacity is 3.2 MW. The operation and maintenance of all these wind power project has beenout-sourced to Wind World India Ltd. (previously known as Enercon India Limited).

During the year revenue generated from this segment amounted to Rs. 170.73 as comparedto Rs. 175.87 Lakhs during the previous year ended on March 31 2016 which shows adecrease in the revenue by 2.92% i.e. Rs. 5.14 Lakhs due to lower generation of units.Profit earned from this segment amount to Rs. 43.36 Lakhs as compared to that of Rs. 54.29Lakhs during the previous Financial Year which has resulted a decrease of 20.13% i.e. Rs.10.93 Lakhs.

(4) Treasury Activities:

During the year revenue generated from other sources amounted to Rs. 224.78 as comparedto Rs. 185.19 Lakhs during the previous year ended on March 31 2016 which shows anincrease in the revenue by 21.38% i.e. Rs. 39.59 Lakhs.

The following chart depicts revenue generated from operation for the year ended March31 2017: -

Details of Subsidiary Companies

The Company has two subsidiary Companies:

Pursuant to provisions of section 129(3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of the Company's subsidiaries inForm AOC-1 is provided in the later section of the Annual Report after Financial Statementof the Company.

Pursuant to the provisions of Section 136 of the Companies Act 2013 the standalonefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of subsidiaries are alsoavailable on the website of the Company.

During the year operations of following two subsidiaries were reviewed.

(A) ITneer Inc. is a wholly owned subsidiary Company of Compucom Software Limited.It has earned total revenue of US$ 1238528 during the financial year 2016-17 as comparedto US $ 1001417 in the previous financial year. This reflects an increase of approx.23.68% i.e. US $ 237111. The Company has earned profit of US$ 51947 as compared to theProfit of US $ 34969 in the previous financial year. The Company is operating out of itsown premises in Atlanta USA. It is headed by Promoter Director Mr. Ajay Kumar Surana. Thecopy of the audited accounts together with the independent auditor's report is providedin a separate Section of this Annual Report.

(B) CSL Infomedia Pvt. Ltd. is another subsidiary Company of Compucom SoftwareLimited. It has earned total revenue of Rs. 585.68 Lakhs during the financial year 2016-17as compared to Rs. 567.11 Lakhs in the previous financial year which shows an increase of3.27% i.e. Rs. 18.57 Lakhs. The Company has earned Profit of Rs.81.89 Lakhs as compared toRs. 105.67 Lakhs in the previous financial year. The Company is mainly operating inmultimedia Content Development Education TV Segment and Satellite Education. The copy ofthe audited accounts together with the independent Auditors Report is provided in aseparate section of this Annual Report. The company has two TV Channel one "JANTV" Satellite TV channel and "JAN TV PLUS" (an InfotainmentChannel). Currently it is available on various cable networks across India and alsoavailable live on jantvplus.in.

Dividend

Keeping the continuous track record of rewarding its shareholders your Directors arepleased to recommend a dividend @ 5% i.e. Rs. 0.10/- per Equity share of Rs. 2/-each forthe Financial Year 2016-17 subject to approval of the shareholders at the ensuing AnnualGeneral Meeting. Dividend declared & paid during last 15 (Fifteen) years:

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%

Book Value per Share:

Details of book value during the last 17 (Seventeen) years are as under:

Financial Year No of Shares Face Value per share Book Value Per share
(in Rs.)
2000-01 5025000 10 55.74
2001-02 5025000 10 65.6
2002-03 5025000 10 69
2003-04 5025000 10 79.9
2004-05 5025000 10 90.79
2005-06 5025000 10 98.73
2006-07 5025000 10 105.89
2007-08** 25125000** 2 (10) 22.79
2008-09*** 50250000*** 2 13.1
2009-10 50250000 2 14.47
2010-11**** 79125188**** 2 12.26
2011-12 79125188 2 12.97
2012-13 79125188 2 13.92
2013-14 79125188 2 14.74
2014-15 79125188 2 14.94
2015-16 79125188 2 15.7
2016-17 79125188 2 15.81

**Equity share of face value of Rs.10 each subdivided into equity share of Face valueof Rs. 2/- each. Record date for the same was October 15 2007.

*** The Company issued bonus shares in the ratio of 1:1. Record date for the same wasDecember 26 2008.

****The Company issued bonus shares in the ratio of 1:2. Record date for the same wasOctober 20 2010.

**** Preferential issue of 37.50 Lacs Equity shares allotted on November 4 2010.

Fixed Deposits/Deposits from Public

During the financial year 2016-17 your Company has not accepted any fixed deposits norrenewed any Fixed deposit falling within the definition of Section 73 74 and 76 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

Listing of Shares

Your Company's shares are listed at National Stock Exchange of India Limited (NSE)Bombay Stock Exchange Ltd (BSE) and Calcutta Stock Exchange Limited (CSE) and the listingfee for the financial year 2017-18 has been duly paid. The Company's Symbol at NSE isCOMPUSOFT and the Scrip Code of the Company at BSE is 532339 and at CSE is 13335.

Number of Meetings of Board of Directors

Four (4) meetings of Board were held during this financial year. The dates on which theBoard Meetings were held are as follows:

May 25 2016; August 3 2016; November 12 2016; February 9 2017.

The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013 and SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 and SS-1 issued by ICSI. The Details of the Board Meetings andattendance at such meeting are provided in the Corporate Governance Report attached withthe Annual Report.

Policy on Director's appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement.

The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board is attached as Annexure I of the Board's report. Weaffirm that the remuneration paid to the directors is as per the terms laid out in thenomination and remuneration policy of the Company. The Policy is also available on theCompany's Website at compucom.co.in/Annual reports/Nomination_Remuneration%20Policy.pdf

Details of appointment of Directors and KMPs and their resignation during the year

Appointments

During the Year 2016-17 there are two directors appointed on the Board Mr. Ghisa LalChaudhary w.e.f. 11th February 2016 for Three (3) years and Dr. SatishKumar w.e.f. 25th May 2016 for 2 years both were regularized as on 9thSeptember 2016.

Reappointment

During the Year 2016-17 there are two directors re-appointed on the Board Mr. RajendraPrasad Udawat w.e.f. 2nd April 2016 for Three (3) years and Dr. AnjilaSaxena w.e.f. 3rd August 2016 for Two (2) years both were regularized as on 9thSeptember 2016.

Mr. Ajay Kumar Surana is re-appointed as he was liable to retire by rotation in the 22ndAnnual General Meeting.

Mrs. Trishala Rampuria is liable to retire by rotation and being eligible has offeredherself for re-appointment. Accordingly approval of the members sought for herreappointment at the ensuing Annual General Meeting.

The brief resume and other details of the Director seeking re-appointment in theforthcoming Annual General Meeting in Pursuance of Regulation 36(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed to the AnnualGeneral Meeting notice.

Retirement

During the financial year 2016-17 Mr. Ramesh Chand Jain an Independent Directorretired on September 8 2016.

Vigil Mechanism

The Company Promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. The Company has a vigilmechanism policy under which the employees directors and other stakeholders are free toreport matters such as generic grievances corruption misconduct fraud misappropriationof assets and non-compliance of code of conduct to the Company. The policy safeguards thewhistle blowers to report concerns or grievances and also provides a direct access to thechairman of the audit committee. During the year under review none of the personnel hasbeen denied access to the Audit Committee and during this Financial Year Company has notreceived any query regarding thereof.

The Vigil Mechanism Policy is available on the Company's website atcompucom.co.in/Annual Reports/Vigil%20Machanism.pdf.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17

• Number of complaints received: NIL

• Number of complaints disposed off: NIL

Declaration of independence by directors

The Independent Directors of the Company viz. Mr. Rajendra Prasad Udawat Dr. AnjilaSaxena Mr. Ghisa Lal Chaudhary Dr. Satish Kumar have affirmed that they continue to meetall the requirements of independence specified under sub-section (6) of section 149of Companies Act 2013 and the Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

Composition of Audit Committee

The Audit Committee comprises of three Non-Executive Directors two of whom areIndependent Directors and one is Non-Independent Director. Mr. Rajendra Prasad Udawat isthe Chairman of the Audit Committee. The Members possess adequate knowledge of AccountsAudit and Finance. The composition of the Audit Committee meets the requirements as perthe Section 177 of the Companies Act 2013 and of Regulation 18 of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. There are no recommendationsof the Audit Committee which have not been accepted by the Board.

Performance Evaluation

As per the provisions of the Companies Act 2013 and SEBI (Listing obligations andDisclosure Requirements) Regulations 2015 the formal annual evaluations need to be madeby the Board of its own performance that of its committees and individual directors.Schedule IV of the Companies Act 2013 states that the performance evaluation ofIndependent Directors shall be done by the entire Board of Directors excluding theDirectors being evaluated.

The evaluation of all the Directors committees and Board as a whole was conductedbased on the criteria and framework adopted by the Board. The evaluation process has beenexplained in the Corporate Governance report section in this Annual Report. The Boardapproved the evaluation results as collated by the Nomination and Remuneration Committee.

Training of Independent Directors

Every new Independent Director of the Board attends an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology quality facilityand risk management.

The Company has a program to help its directors improve their expertise in governanceheld by well –known business schools in any part of the world.

Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/ her role function duties andresponsibilities as a director.

Familiarization Programme for Independent Directors:

The Company believes that the Board should be continuously empowered with the knowledgeof the latest developments in the Company's business and the external environmentaffecting the industry as a whole. To this end the Directors were given presentations onthe global business environment as well as all business areas of the Company includingbusiness strategy risk opportunities. Monthly updates on performance/developments givinghighlights of performance of the Company during each month including the developments /events having impact on the business of the Company are also sent to all the Directors.The details of familiarization programs imparted to Independent Directors is disclosed onthe Company's website at the following linkcompucom.co.in/AnnualReports/Independent%20familiarisation%Programme.pdf.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board. TheCSR Policy may be accessed on the Company's website at the link: compucom.co.in/AnnualReports/ CSR%20Policy_Signed.pdf

The key philosophy of all CSR initiatives of the Company is guided by three corecommitments of Scale Impact and Sustainability. The Company has identified followingfocus areas for CSR engagement:

Environment Friendly:

Promotes volunteer reduction in consumption of paper through programs like double sideprinting reduced scale printing and reusing one sided paper. Same types of innovativeefforts are done in reducing usage of water and electricity. Plantation using the wastewater is one of the key highlights.

Eradicating extreme hunger and poverty:

Your Company has contributed to "HARE KRISHNA MOVEMENT"-AKSHAY PATRA whohelps in support to Mid-day meal program for under-privileged children studying inGovernment schools and also it helps in support to economic meal program for poor people.

• Promotion of Education:

The company has contributed about Rs. 20 Lakhs towards Lab Installation in Govt.Schools which will help to improve education level of rural background students.

The Company also undertakes other need based initiatives in compliance with ScheduleVII to the Act.

During the year the Company spent 24.17 Lacs (around 2.14% of the average net profitsof last three financial years) on CSR activities. The annual report on CSR activities isannexed herewith marked as Annexure II.

Internal financial control systems

The Company has put in place an adequate system of internal control commensurate withits size and nature of business. These systems provide a reasonable assurance in respectof providing financial and operational information complying with applicable statutessafeguarding of assets of the Company and ensuring compliance with corporate policies. TheAudit Committee reviews adherence to internal financial control systems and internal auditreports.

Loans guarantees and investments in securities by the company

Particulars of loans given Investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement Please referNote 11 to the standalone financial statement.

Transfer to Reserves

Your directors do not propose to transfer any amount to the general reserves of thecompany for the financial year ended on March 31 2017.

Statutory Auditors and Auditors' Report

The Auditors Report to the shareholders for the Financial Year 2016-17 given by the M/sS. Misra & Associates does not contain any observation and qualification.

The Auditors Report for the financial year ended 31st March 2017 is self-explanatoryand does not call for any further comments. No frauds have been reported by the Auditorsunder Section 143(12) of the Companies Act 2013 requiring disclosure in the Board'sReport.

The Companies Act 2013 (‘The Act') was notified effective April 12014. Section139 of the Act lays down the criteria for appointment and mandatory rotation of statutoryauditors. Pursuant to section 139 of the act and the rules made thereunder it ismandatory to rotate the statutory auditors on the completion of two terms of fiveconsecutive years. The rules also lay down the transitional period that can be served bythe existing Auditors depending on the number of consecutive years for which an audit firmhas been functioning as auditor in the same company. The incumbent Auditors "S. Misra& Associates" Chartered accountants (Firm Registration No. 004972C) have servedthe Company for over 10 years before the Act was notified and will be completing themaximum No. of Transitional period (Three Years) at the ensuing 23rd AGM.

The Audit committee of the company has proposed and on August 30 2017 the board hasrecommended the appointment of "M/s Sapra & Co. Chartered Accountant(FRN:003208C) as the statutory Auditors of the Companies after receiving consent letterand peer review certificate from "M/s Sapra & Co.". The firm will holdoffice for a period of five consecutive years from the conclusion of the 23rdAnnual General Meeting of the Company till the Conclusion of 28th AnnualGeneral Meeting to be held in 2022 subject to ratification by shareholders at every AnnualGeneral Meeting. The First year of audit will be of the financial statements for the yearending March 31 2018 which will include the audit of the quarterly Financial results.

Secretarial Audit Report

As per section 204 of Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 every Listed Company is required toappoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act 2013 and rulesmade thereunder M/s V. M. & Associates Company Secretaries in Practice Jaipur wasappointed as Secretarial auditors to conduct the secretarial audit of the Company for thefinancial year 2016-17.

A Secretarial Audit Report issued by M/s V. M. & Associates Company Secretariesin respect of the secretarial audit of the Company for the financial year ended March 312017 is given as Annexure III to this Report. The Report does not contain anyobservation or qualification requiring explanation or comments from the Board underSection 134(3) of the Companies Act 2013.

The Secretarial Audit report for the financial year ended March 31 2017 isself-explanatory and does not call for any further comments.

The Board has re-appointed M/s V. M. & Associates Company Secretaries in PracticeJaipur as Secretarial Auditor of the Company to carry out secretarial audit for thefinancial year 2017-18.

Internal Audit Report

As per Section 138 of Companies Act 2013 read with Companies (Accounts) Rules 2014every Listed Company is required to appoint Internal Auditor to carry out Internal Auditof the Company.

In consonance with the requirements of Section 138 of the Companies Act 2013 and rulesmade thereunder Mrs. Meena Bhura Chartered Accountant Jaipur was appointed to conductthe internal audit of the Company for the financial year 2016-17.

No major internal audit observations were observed during the period under review.

The Board has appointed Mrs. Garima Gupta Chartered Accountant Jaipur as an InternalAuditor of the Company in its meeting held on May 29th 2017 to carry outinternal audit for the financial year 2017-18.

Corporate Governance Report and Management Discussion and Analysis Report

The Company is committed to observe good corporate governance practices. The report onCorporate Governance for the financial year ended March 31 2017 as per Regulation 34(3)read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms a part of this Annual Report. The requisite certificate fromauditors of the Company confirming compliance with the conditions of Corporate Governanceis annexed to this Annual report.

Conservation of Energy Research & Development Technology Absorption ForeignExchange and Outgo

The particulars as prescribed under Section 134 (3) (m) of the Companies Act 2013 readwith the Rule 8(3) of the Companies (Accounts) Rules 2014 are annexed to this Report as AnnexureIV.

Transactions with related parties

Information on transactions with related parties pursuant to Section 188(1) forentering into such contract or arrangement in Form AOC-2 is annexed to this Report as AnnexureV.

Particulars of Employees

1. None of the employees of the company was in receipt of the remunerationexceeding the limits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies(Appointment and Remuneration of Managerial Personnel) of the Companies Act 2013 duringthe year under review.

2. The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of subsection 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as Annexure VI.

Extract of Annual Return

An extract of the Annual Return in Form MGT-9 in compliance with Section 92 of theCompanies Act 2013 read with Rules made thereunder is annexed to this Report as AnnexureVII.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 dividend duefor refund which remains unpaid or unclaimed for a period of seven years from the date ofits transfer to unpaid dividend/unclaimed account is required to be transferred by thecompany to Investor Education and Protection Fund (IEPF) established by the CentralGovernment under the provisions of Section 125 of the Companies Act 2013. During the year2016-17 Rs. 189813/- was transferred to Investor Education and Protection Fund.

Human Resource Management

Your Company draws its strength from a highly engaged and motivated workforce whosecollective passion and commitment has helped the organization scale new heights. HumanResource policies and processes have evolved to stay relevant to the changingdemographics enhance organizational ability and remain compliant with the changingregulatory requirements. The company has created a favorable work-environment thatencourages innovation and nurturing of commercial and managerial talents in itsoperations.

Trade Relations

The Company maintained healthy cordial and harmonious Industrial relations at alllevels. The Directors wish to place on record their appreciation for the valuablecontribution by the employees of the Company.

Quality Assurance

Sustained commitment to the highest levels of quality best in class service managementand robust information security practices helped the Company attain the followingmilestone during the year.

The Company is an ISO 9001:2000 organization certified by Det Norske Veritas (DNV)since 1998. These standards enable us to identify risks at the initial planning stage ofthe project. The Company firmly believes in the pursuits of excellence to compete in thisemerging and growing software market. Our focus has been on providing quality products andservices to our customers. The Company achieved CMMI level-3 certification and continuesto implement the certification quality level in its operation.

Risk Management

The Company has developed and implemented a Risk Management policy which encompassespractices relating to identification assessment monitoring and mitigation of variousrisks to key business objective. The risk Management frame work of the Company seeks tominimize adverse impact of risks on our key business objectives and enables the Company toleverage market opportunity effectively. The Policy is available on the Company's websiteat compucom.co.in/Annual Reports/ Risk%20Management%20Policy.pdf

Material Changes affecting the Company

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this Report. There has beenno change in the nature of business of the Company.

Code of Conduct

In compliance with Regulation 26(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has framed andadopted a code of conduct and ethics (The Code). The Code is applicable to the members ofthe Board the executive officers and all employees of the Company and its Subsidiaries.The Code is available on our website at Compucom.co.in/AnnualReports/Code%20of%20Conduct.pdf.

Directors' Responsibility Statement

Based on the framework of internal financial controls established and maintained by thecompany reviews performed by management in concurrence with the Audit committee theCompany's internal financial controls were adequate and effective as on 31stMarch 2017.

In compliance with Section 134(5) of the Companies Act 2013 the Board of Directors tothe best of their knowledge and hereby confirm the following:

(a) In the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanations relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) The Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.

Acknowledgement

The Directors take this opportunity to thank all Investors associates and businesspartners clients strategic alliance partners technology partners vendors financialinstitutions/banks regulatory and government authorities media and stock exchanges fortheir continued support during the year. The Directors place on record their appreciationof the contribution made by all the employees at all levels for their dedicated serviceand continued excellent work throughout the year.

For Compucom Software Limited
Sd/- Sd/-
(Surendra Kumar Surana) (Shubh Karan Surana)
Managing Director& CEO Director
(DIN:-00340866) (DIN:- 00341082)
Place: Jaipur
Date: August 30 2017