Your Directors hereby present the 23rd Annual Report on thebusiness and operations of your Company along with the Audited Financial Statements forthe financial year ended 31st March 2022.
The highlights of the Financial Results are as tabulated below:
(Rs. in Lakh)
|Particulars ||Standalone ||Consolidated |
| ||31st March 2022 ||31st March 2021 ||31st March 2022 ||31st March 2021 |
|Revenue from Operations & ||422395.14 ||374695.09 ||422395.14 ||374718.21 |
|Other Income || || || || |
|Less: Expenses ||410945.25 ||365272.52 ||410947.38 ||365274.93 |
|Profit before Interest ||11449.89 ||9422.57 ||11447.76 ||9443.28 |
|Taxation & Depreciation || || || || |
|Less: Finance Costs ||7442.99 ||6294.71 ||7442.99 ||6294.71 |
|Less: Depreciation ||340.69 ||359.31 ||340.69 ||359.31 |
|Profit before Tax ||3666.21 ||2768.55 ||3664.08 ||2789.26 |
|Less: Tax Expense ||989.23 ||721.11 ||989.23 ||721.11 |
|Profit after Tax Provision ||2676.98 ||2047.44 ||2674.85 ||2068.15 |
|Less: Other Comprehensive Income ||2.10 ||82.04 ||2.10 ||82.04 |
|Balance brought forward ||16913.44 ||14913.91 ||16985.73 ||14965.49 |
|Amount available for ||19588.32 ||17043.39 ||19658.48 ||17115.68 |
|Appropriation: || || || || |
|Less: Provision for Gratuity || || || || |
|Dividend for Financial year 2018-2019 ||(129.95) ||(129.95) ||(129.95) ||(129.95) |
|Dividend Tax for Financial year 2018-2019 ||0 ||0 ||- ||- |
|Less: Minority Interest ||- ||- ||- ||- |
|Balance Carried to Balance Sheet ||19458.37 ||16913.44 ||19528.53 ||16985.73 |
|EPS (Basic) ||4.12 ||3.28 ||4.11 ||3.31 |
|EPS (Diluted) ||4.12 ||3.28 ||4.11 ||3.31 |
The Company s Net Comprehensive Income has increased by 25.62%standing at Rs. 2674.88 Lakh as compared to Rs.2129.48 Lakh in the previous year. TheCompany registered an increase in revenue by 12.73% to Rs.422395.14 Lakh as compared toRs. 374695.09 Lakh in the previous year.
The Company s Net Comprehensive Income has increased by 24.31% as theNet Profit after Tax stood at Rs.2672.75 Lakh as compared to Rs.2150.19 Lakh in theprevious year. The consolidated revenue was up by 12.73%. Our consolidated revenue hasincreased to Rs.422395.14 Lakh as compared to Rs. 374718.21 Lakh in the previous year.
For the financial year 2021-22 your Directors have recommended adividend of Rs.0.20/- per share on face value of Rs. 2.00/- per share of the Companyi.e. 10% of the face value. The said dividend on Equity Shares is subject to the approvalof the shareholders at the ensuing 23rd Annual General Meeting of the Company(hereinafter referred to as "AGM").
TRANSFER TO RESERVES:
The whole profit after tax has been transferred to Surplus in theStatement of Profit & Loss. No amount is transferred to General Reserves Account.
Your Company is one of the prominent providers of IT and mobilityproducts and services. The Company s strategies serve as an important link between ourchannel partners and ultimately benefitting the end-customers. The Company s road map hasbeen spread across the length and breadth of the nation with a remarkable presence acrossthe metro cities as well as Tier II and Tier III cities. This would assist in acceleratingthe volume for the distribution intermediaries. Different product segments are cateredthrough separate sales channels establishing dedicated focus and better service qualityfor the end-users.
Continuous training and support is provided to the downstreamdistributors to keep them updated about the latest products and offerings guiding them insustaining and growing their businesses. Various credit schemes are exercised to smoothentheir financial operations. A frequent turnaround of inventory gets exercised to make theresellers available with a wide range of offerings towards the end users. They also servethe end users during the warranty period by servicing their needs.
Covid-19 had an impact on the businesses throughout the world acrossthe industries. FY2022 was a challenging year for the industry. It began with the deadlysecond wave of Covid-19 which brought back the lockdown restrictions to prevent the spreadof the virus. As the year progressed the lockdown restrictions were eased before thecountry was again hit by the third wave of the virus. Thankfully the third wave did notprove to be a deadlier one and lasted for a short period of time. Another major disruptionfaced during the year was on account of shortage of semi-conductors. The productiontimelines for the manufacturers who were dependent on semi-conductors were impacted andhence the supply of the end finished product were affected.
Positive impact of Covid-19 on the IT Distribution Industry has beenthe emergence of working from home. Work from home led to a new set of demand for ITproducts such as laptops desktops and accessories which improves work efficiency. It alsoled to increased demand for enterprise cyber security and cloud software which areessential for efficient and safe working environment for the corporates. In FY2022 thedemand was led by restarting of offices and while some of the demand continued to comefrom work from home segments. We believe the future of work will be a mix of work fromoffice and home. This will require new additional investments by the corporates in theareas of remote working and cloud services. The demand for mobiles and laptops has alsoincreased for personal use for efficient communication education and entertainmentpurposes. All these factors collectively will lead to sustainable demand.
Employees health and safety have been the priority for the Company. TheCompany undertook all the necessary measures for effective social distancing andsanitization to provide a safe working environment to its employees. Despite of thesechallenging conditions the Company continued to progress on its business strategy. Themost important focus area for the Company continues to be brand addition for growth. TheCompany has added newer brands improved its operating efficiency with better product mixand undertook cost efficiency initiatives to maintain the profitability. Thesepartnerships will enable us to scale up our business in the more profitable businesssegments leading to better return on its capital and at the same time provide better reachto these brands in terms of customers especially into the Tier II and Tier III cities.
IT products in the long term have to grow on sustainable basis giventhe need for digitalization especially in our country. The world is moving in a rapidspace towards complete digitalization and this is not possible without an extensive useof IT products and its services. Along with the rising adoption of IT productsdistributors like us will play a very crucial role for this journey to be successful.
Going forward the Company s focus will continue to keep on adding newbrands to its portfolio penetrate newer regions to increase the scale of the businessimprove the product mix and optimize the cost structure to drive the profitability andthus create value for all its stakeholders.
Moving further the Company s business strategy would continue to be asfollows:-
- Partner with newer marquee brands to widen its product portfolio.
- Focus on higher profitable business segments to efficiently allocatecapital and hence improve the overall return on investment.
- Continue the cost efficiency initiatives to improve the profitabilityof the Company.
- Increase its reach and penetration from 600 cities and 12000partners to 1000 cities and 20000 partners.
- Launch of online purchase model for Channel Partners which will helpto tap larger market share.
- Materially enhance the efficiency of its work delivery processesthrough good planning flexibility amongst its workforce and utilising availabletechnology and field tools.
- Ensuring the overall safety of its people recruiting training andretaining the best people and delivering on shareholder value.
- To deliver differentiated offerings to the clients which in turn willenhance their productivity and thus brings overall efficiency and effectiveness of thebusiness. - Periodically optimise various operational parameters to bring in effectivenessof organisational structure and processes which helps in aligning and meeting strategicgoals.
Compuage Infocom (S) Pte. Ltd.:
Compuage Infocom (S) Pte. Ltd. is a wholly-owned subsidiary of theCompany. There was no business activity in the Subsidiary Company during the year as theCompany has transferred its business to its Singapore Branch.
In accordance with Section 129(3) of the Companies Act 2013(hereinafter referred to as "Act") a statement containing salientfeatures of the financial statements of the subsidiary companies in Form AOC-1 is appendedas Annexure A to the
Further no new subsidiary was acquired nor any subsidiary ceased toexist during the year under review.
Your Company s overseas operations are carried out through branchoffice established in Singapore. It has served as a medium to manage business moreeffectively. This overseas presence has enabled to achieve economies of scale.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company and itssubsidiary prepared in accordance with the Act and applicable Accounting Standards alongwith all relevant documents and the Auditors Report form part of the Annual
Pursuant to Section 136 of the Act the financial statements of thesubsidiary are kept open for inspection of the Shareholders at the Registered Office ofthe Company.
During the year under review there was no change in the share capitalof the Company.
The Company had allotted 10000000 Cumulative Non-ConvertibleCompulsorily Redeemable Preference Shares of Rs.10/- each aggregating to Rs.100000000/-to Karvy Capital Limited Demeter Portfolio (hereinafter referred to as
"Investor Representative") on Private Placement basisvia Members approval through Postal Ballot dated 6th May 2019. Thereafterpursuant to the exercise of Put Option by the Investor Representative and the Amendment tothe Investment Agreement entered into between the Investor Representative and the Companythe payments of the Put Option Price by the Company to the Redeemable PreferenceShareholders were made in three tranches on 19th June 2021 19thJuly 2021 and 19th August 2021 and the respective shares were extinguishedaccordingly.
Further the Board of Directors of your Company in its Meeting held on16th February 2022 had approved the offer and issuance of fully paid-upequity shares of the Company for an amount not exceeding Rs. 50 Crore (Rupees Fifty CroreOnly) by way of a rights issue to the eligible equity shareholders of the Company as onthe record date (to be determined and notified subsequently) in accordance withapplicable laws including the Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations 2018 as amended subject to such approvals asmay be required under the applicable laws (hereinafter referred to as "RightsIssue"). For the purposes of giving effect to the Rights Issue the detailedterms in relation to the Rights Issue including but not limiting to the issue pricerights entitlement ratio record date timing and terms of payment will be determined indue course.
We maintain sufficient liquidity to meet our strategic and operationalrequirements. We understand that liquidity in the Balance Sheet has to balance betweenearning adequate returns and the need to cover financial and business risks. We are agileand prepared to meet unforeseen business needs if any.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The current composition is an appropriate mix of Executive andNon-Executive Directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2022 the Board ofDirectors consists of 6 members 2 of whom are Executive Directors and 4 are Non-ExecutiveDirectors.
Mr. Virendra G. Bhatt (DIN: 02343351) who had been appointed as theAdditional Non-Executive Independent Director of the Company with effect from 25thFebruary 2021 was appointed as a Non-Executive Independent Director to hold office for aconsecutive term of 5 (Five) years commencing from 6th July 2021 to 22ndFebruary 2026 with shareholders approval via Special Resolution through Postal Ballotdated 5th July 2021.
Further Mrs. Fatima Hussaini Nasab (DIN: 08507217) resigned from thepost of Non-Executive Independent Director expressing her inability to continue to holdoffice of her directorship due to health issues and certain other pre-occupations witheffect from 7th February 2022. Furthermore based on the recommendation of theNomination and Remuneration Committee of the Company the Board had appointed Ms. HetalKudecha (DIN: 09148116) as an Additional Non- Executive Independent Director of theCompany with effect from 7th February 2022. Ms. Hetal Kudecha was thenappointed as the Non- Executive Independent Director to hold office for a consecutive termof 5 (Five) years commencing from 7th February 2022 to 6thFebruary 2027 with shareholders approval via Special Resolution through Postal Ballotdated 28th March 2022.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Act following personsare the Key Managerial Personnel of the Company: - Mr. Atul H. Mehta Managing Director -Mr. Bhavesh H. Mehta Whole-Time Director - Ms. Hasti Pala - Company Secretary
During the financial year 2021-22 Mr. Sunil Mehta resigned from theposition of Chief Financial Officer with effect from 28th February 2022 due toprolonged health issues. Further Ms. Hasti Pala was appointed as the Company Secretaryand Compliance Officer of the Company with effect from 29th March 2022consequent to the resignation of Ms. Anmol Jolly from the said position on account ofchanges in her role and responsibilities within the Company with effect from 29thMarch 2022.
The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and Individual Directors pursuant to the provisions of theAct and the Corporate Governance requirements as prescribed in the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as "Listing Regulations").
The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of the criteria such as the Board compositionand structure roles and responsibilities monitoring of programs execution andperformance of duties and obligations etc.
The performance of the Committees was evaluated by the Board afterseeking inputs from the Committee Members on the basis of the criteria such as thecomposition of Committees comprehensiveness of the discussions effectiveness ofCommittee s recommendation for the decision making of the Board etc.
The Board and the Nomination and Remuneration Committee reviewed theperformance of the Individual Directors on the basis of criteria such as the contributionof the Individual Director to the Board and Committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsknowledge acquired with regard to the Company s business understanding of industry andglobal trends etc.
In a separate meeting of Independent Directors performance ofNon-Independent Directors performance of the Board as a whole and performance of theChairman was evaluated. Performance evaluation of Independent Directors was done by theentire Board excluding the Independent Director being evaluated.
The outcome of Board and Directors evaluation showed positive ratingsin terms of level of commitment and engagement by all the Directors.
The Board met nine times during this financial year the details ofwhich are given in the Corporate Governance Report appended as Annexure C to the DirectorsReport. The intervening gap between the Meetings was within the period prescribed underthe Act and Regulation 17 of the Listing Regulations.
DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have given declarationsthat they meet the criteria of Independence as laid down under Section 149(6) of the Actand Regulation 16(b) of the Listing Regulations.
Further they have duly registered themselves with the IndependentDirectors Databank of the Ministry of Corporate Affairs. The requirement of appearing forthe prescribed Online Proficiency Self-Assessment Test is not applicable on Mr. Ganesh S.Ganesh (DIN: 00010877) and Mr. Vijay Agarwal (DIN: 00058548) Non-Executive IndependentDirectors of the Company. Mr. Virendra G. Bhatt (DIN: 02343351) and Ms. Hetal Kudecha(DIN: 09148116) Non-Executive Independent Directors of the Company have appeared for andpassed the prescribed Online Proficiency Self-Assessment Test.
During the financial year 2021-22 all the Independent Directors haveworked with utmost integrity and their expertise and experience in their respective fieldshave been of great importance to the growth of the Company in the opinion of the Board.
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (hereinafter referred to as "CSR")initiatives of the Company were under the thrust area of healthcare and sanitation andpromoting education to underprivileged children. The brief outline of the CSR Policy andrevised format of CSR Report as prescribed in the Companies (CSR Policy) Amendment Rules2021 is appended as
Annexure B to the Directors Report. The CSR Policy including CSR listof projects undertaken during financial year 2021-
22 is also available on the Company s website at www.compuageindia.com.For other details regarding the CSR Committee please refer to the Corporate GovernanceReport appended as Annexure C to the Directors Report.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act copyof the Annual Return of the Company prepared in accordance with Section 92(1) of the Actread with Rule 11 of the Companies (Management and Administration) Rules 2014 is placedon the website of the Company at www.compuageindia.com.
Your Company has a rich legacy of ethical governance practicescommitment towards transparency and places high emphasis on business ethics. A Report onCorporate Governance duly approved by the Board of Directors in accordance with theListing Regulations along with a certificate from the Statutory Auditors of the Companyconfirming the compliance with the conditions of Corporate Governance is appended to theDirectors Report as Annexures C and F respectively.
MANAGEMENT DISCUSSION AND ANALYSIS:
A report on Management Discussion and Analysis which includes detailson the state of affairs of the Company as required under the Regulation 34(2)(e) of theListing Regulations forms part of the Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo as required under the Act read with theCompanies (Accounts) Rules 2014 is given hereunder:
A. Conservation of energy:
Your Company is primarily engaged in marketing and trading activitiesand has not consumed energy of any significant level and hence no additional investment isrequired to be made for reduction of energy consumption. However the Company willcontinue with its efforts to conserve the energy.
B. Technology absorption:
The Company s operations do not require significant absorption oftechnology.
C. Earnings And Outgo in Foreign Exchange:
(Rs. in Lakh)
|Particulars ||Standalone and ||Consolidated |
| ||Current Year (in Rs.) ||Previous Year (in Rs.) |
|Foreign Exchange Earnings ||0.00 ||10788.74 |
|Foreign Exchange Outgo ||2.37 ||10681.92 |
PREVENTION AND REDRESSAL OF SEXUAL HARRASSEMENT AT WORK PLACE:
The Company has a Policy on "Prevention of Sexual Harassment ofWomen at Work Place" and matters connected therewith or incidental thereto coveringall the aspects as contained under the Sexual Harassment of Women at Work Place(Prohibition Prevention and Redressal) Act 2013. Your Directors state that during theyear under review no cases were filed pursuant to the Sexual Harassment of Women at WorkPlace (Prevention Prohibition and Redressal) Act 2013.
The Company has submitted an Annual Report to the District Women andChild Development Office stating that there were no complaints in the Company with respectto sexual harassment at workplace. The Company has an Internal Complaints Committee inplace in accordance with the provisions under the Sexual Harassment of Women at Work Place(Prevention Prohibition and Redressal) Act 2013.
Human Resource has always been one of the most valued stakeholder and akey differentiator for your Company. The Company is committed to hiring and retaining thebest talent which creates a combination of commitment leadership and culture inworkforce. It has also put concerted efforts in talent management and succession planningpractices strong performance management learning and training initiatives. The Companyhas a structured induction process for all locations. During the year under review yourCompany has focused on promoting a collaborative transparent participative organizationculture and rewarding high performance employees with recognition and which in turn allowsthe employees to develop their skills and grow.
The determined and persisted efforts of employees have improved theCompany s efficiency and productivity during the year under review. The Company has aworkforce of 704 employees as on 31st March 2022.
PERFORMANCE OF EMPLOYEES:
A. The information required under Section 197 of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:
i) Details of the ratio of remuneration of each Director to the medianremuneration of the employees for the financial year 2021-22:
|Sr. No. ||Name of the Directors ||Designation ||Ratio to median remuneration of the employees |
|1. ||Mr. Atul H. Mehta ||Chairman and Managing Director ||65.67:1 |
|2. ||Mr. Bhavesh H. Mehta ||Whole-Time Director ||65.67:1 |
|3. ||Mr. Ganesh S. Ganesh ||Non-Executive Independent Director ||NA |
|4. ||Mr. Vijay Agarwal ||Non-Executive Independent Director ||3.28:1 |
|5. ||Mr. Virendra G. Bhatt* ||Non-Executive Independent Director ||3.83:1 |
|6. ||Mrs. Fatima Hussaini Nasab** ||Non-Executive Independent Director ||2.74:1 |
|7. ||Ms. Hetal Kudecha*** ||Non-Executive Independent Director ||1.10:1 |
*Appointed as Non-Executive Independent Director w.e.f. 6thJuly 2021 ** Resigned as Non-Executive Independent Director w.e.f. 7thFebruary 2022 ***Appointed as Non-Executive Independent Director w.e.f 7thFebruary 2022
ii) The percentage increase in remuneration of each Director ChiefExecutive Officer Chief Financial Officer Company Secretary in the financial year2021-22:
|Sr. No. ||Name of the Directors ||Designation ||% increase in remuneration |
|1. ||Mr. Atul H. Mehta ||Chairman and Managing Director ||- |
|2. ||Mr. Bhavesh H. Mehta ||Whole-Time Director ||- |
|3. ||Mr. Ganesh S. Ganesh ||Non-Executive Independent Director ||NA |
|4. ||Mr. Vijay Agarwal ||Non-Executive Independent Director ||- |
|5. ||Mr. Virendra G. Bhatt* ||Non-Executive Independent Director ||600 |
|6. ||Mrs. Fatima Hussaini Nasab** ||Non-Executive Independent Director ||- |
|7. ||Ms. Hetal Kudecha*** ||Non-Executive Independent Director ||- |
|8. ||Mr. Sunil Mehta# ||Chief Financial Officer ||26.07 |
|9. ||Ms. Anmol Jolly## ||Company Secretary ||239.42 |
|10. ||Ms. Hasti Pala### ||Company Secretary ||- |
*Appointed as Non-Executive Independent Director w.e.f. 6 July 2021
**Resigned as Non-Executive Independent Director w.e.f. 7thFebruary 2022 ***Appointed as Non-Executive Independent Director w.e.f. 7thFebruary 2022 #Resigned as Chief Financial Officer w.e.f. 28th February 2022##Resigned as Company Secretary w.e.f. 29th March 2022 ###Appointed as CompanySecretary w.e.f 29th March 2022
iii) The percentage increase in the median remuneration of employees inthe financial year 2021-22: 0.84%
iv) The number of permanent employees on the rolls of Company: 704
v) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:
There was 0.95% increase in the median percentage for the salaries ofemployees other than the managerial personnel.
vi) It is hereby affirmed that remuneration is as per the remunerationpolicy of the Company.
B. Details of the every employee of the Company as required pursuant to5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
|Particulars ||Name: Atul H. Mehta ||Name: Bhavesh H. Mehta |
| ||Age: 62 ||Age: 49 |
|Designation Nature of duties and Date of commencement of Employment ||Chairman and Managing Director Specialized in Finance and Strategic Planning (08.09.2008) ||Whole-time Director Specialized in Imports and Logistics (18.10.2000) |
|Qualification / Experience ||MBA U.S.A (32) ||M.Com (25) |
|Gross Remuneration Rs. ||12000000/- ||12000000/- |
|Nature of employment ||Contractual ||Contractual |
|Relationship ||Brother of Mr. Bhavesh H. Mehta Whole- Time Director ||Brother of Mr. Atul H. Mehta Chairman and Managing Director |
|Previous Employment ||Business ||Business |
|Percentage of Equity shares held in the Company ||23.02% ||23.02% |
Note: The above amount does not include provision of gratuityprovident fund and leave encashment
1. Neither Managing Director or Whole-Time Director or any otherdirectors of the Company have received any remuneration or commission from subsidiary ofthe Company.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS:
The Company has an in-house Internal Audit function. To maintain itsobjectivity and independence the Internal Audit function reports to the Chairman of theAudit Committee of the Board. The Internal Audit department have also carried out adequatedue diligence of the internal control system its compliance with operating systems andfinancial control policies of the Company at all locations of the Company. Robust andcontinuous internal monitoring mechanisms have been ensured and assessed during the yearunder review and no material weaknesses were observed.
The Board of Directors of the Company is responsible for ensuring thatinternal control system and processes which have been laid down by the Company areadequate and operating effectively. Additionally the Board had appointed Malvika &Associates Chartered Accountants (Firm Reg. No. 123635W) for financial year 2021-22 inaccordance with Section 138 of the Act to have internal financial control checks andensure adequate transparency.
The Audit Committee of the Board of Directors periodically reviews theaudit plans internal audit reports and adequacy of internal controls. In order to ensurethat internal audit is conducted in a fair and transparent manner the Board has appointedMr. Divyakant Nandwana Chartered Accountant as Internal Auditor of the Company forfinancial year 2022-23.
The Company had appointed M/s. Bhogilal C. Shah & Co. CharteredAccountants having Firm Registration No.101424W as the Statutory Auditors of the Companyto hold the office for a period of 5 (five) consecutive years from the conclusion of 18thAGM till the conclusion of 23rd AGM of the Company to be held in 2022. Therequirement for annual ratification of
Auditor s appointment at the AGM had been omitted pursuant to Companies(Amendment) Act 2017 notified on 7th May 2018. During the year the Auditorshad confirmed that they satisfy the independence criteria required under the Act.
Further consequent upon termination of their first tenure as StatutoryAuditors of the Company M/s. Bhogilal C. Shah & Co. Chartered Accountants areeligible to be re-appointed for a second term of 5 (five) consecutive years in terms ofprovisions of Section 139 and 141 of the Act.
Accordingly on the recommendation of Audit Committee the Board ofDirectors of the Company at its meeting held on 28th July 2022 have approvedthe re-appointment of M/s. Bhogilal C. Shah & Co. Chartered Accountants having FirmRegistration No. 101424W as the Statutory Auditors of the Company for a second term of 5(five) consecutive years from the conclusion of 23rd AGM till the conclusionof 28th AGM of the Company to be held in 2027 subject to the approval of theshareholders of the Company at the ensuing 23rd AGM. Detailed terms ofappointment are mentioned in the Notice of the ensuing 23rd AGM of the Companywhich forms part of the Annual Report.
AUDITORS REPORT DISCLAIMER AND MANAGEMENT S REPLY:
The Auditors have issued an unmodified opinion on the FinancialStatements both standalone and consolidated for the financial year ended 31stMarch 2022. The Auditors Report does not contain any qualifications reservations oradverse remarks. Hence the report is self-explanatory. The Auditors Report forms part ofthe Annual Report.
Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed BNP & Associates Company Secretaries Firm RegistrationNo. P2014MH037400 to conduct Secretarial Audit of the Company for the financial year2021-22.
There are no major qualifications reservations or adverse remarks madeby the Secretarial Auditor in their report for the financial year ended 31stMarch 2022. Hence the report is self-explanatory.
The Secretarial Audit Report in form MR-3 for the financial year2021-22 forms part of the Directors Report appended as Annexure H.
Further the Annual Secretarial Compliance Report for the financialyear ended 31st March 2022 in relation to compliance of all applicable SEBIRegulations / circulars / guidelines issued thereunder pursuant to requirement ofRegulation 24A of the Listing Regulations was duly submitted to the stock exchanges and isavailable on the website of the Company at www.compuageindia.com.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review the Statutory Auditor SecretarialAuditor and Internal Auditor have not reported any instances of frauds committed in theCompany to the Audit Committee under Section 143(12) of the Act.
As per the Listing Regulations the Corporate Governance Report withthe Auditors Certificate thereon and the
Management Discussion and Analysis Report form part of the AnnualReport. There are adequate systems and processes in place in the Company which iscommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. The Company has complied withSecretarial Standards issued by the Institute of Company Secretaries of India on Meetingsof the Board of Directors and General Meetings and Listing Regulations as applicable tothe Company.
During the year under review all related party transactions wereperiodically placed before the Audit Committee and also before the Board of Directors ofthe Company. An omnibus approval from the Audit Committee is obtained for the relatedparty transactions which are of a foreseeable and repetitive in nature. All the relatedparty transactions were in the ordinary and normal course of business and at arm s lengthbasis.
In line with the provisions of the Act and the Listing Regulations thePolicy for determining RPT and their Materiality was suitably amended and approved by theBoard which is placed on the website of the Company at www.compuageindia.com.
There are no materially significant related party transactions that mayhave potential conflict with interest of the Company at large. There were no transactionsof the Company with any person or entity belonging to the Promoter(s) / Promoter(s) Groupwhich individually holds 10% or more shareholding in the Company.
The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) and applicable rules of the Act is set out in Form AOC-2 isappended to the Directors Report as Annexure I.
LOANS GUARANTEES AND INVESTMENTS:
The particulars of loans guarantees and investments under theprovisions of Section 186 of the Act have been disclosed in Notes to the FinancialStatements provided in this Annual Report.
UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT ANDSTATEMENT OF DEVIATIONS AND VARIATIONS:
The Company has not raised any funds through preferential allotment orQualified Institutional Placement during the financial year 2021-22.
The Company has in place an Audit Committee in terms of therequirements of the Act read with the rules made thereunder and Regulation 18 of theListing Regulations.
The primary function of the Audit Committee is to monitor and providean effective supervision of the Management s financial reporting process to ensureaccurate and timely disclosures with the highest levels of transparency integrity andquality of financial reporting.
The Audit Committee meets regularly to review reports includingsignificant audit observations and follow-up actions thereon. The Audit Committee alsoreviews the financial reporting system compliance to accounting policies and procedures.
The details pertaining to Audit Committee and its composition areincluded in the Corporate Governance Report appended as Annexure C to the DirectorsReport.
NOMINATION AND REMUNERATION COMMITTEE:
The Company has in place a Nomination and Remuneration Committee inaccordance with the requirements of the Act read with the rules made thereunder andRegulation 19 of the Listing Regulations.
The Company follows a Policy for Nomination and Remuneration ofDirectors Key Managerial Personnel and senior management employees. The Policy isapproved by the Nomination and Remuneration Committee and the Board. The main objective ofthe said policy is to assist the Board in identifying the individuals who are qualified toserve as Directors or Key Managerial Personnel or senior management employees and toensure the level and composition of remuneration is reasonable and sufficient to attractretain and motivate the Directors Key Managerial Personnel and senior managementemployees. The Remuneration Policy for the Directors Key Managerial Personnel and seniormanagement employees is stated in the Corporate Governance Report appended as Annexure Cto the Directors Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has in place a Stakeholders Relationship Committee inaccordance with the requirements of the Act read with the rules made thereunder andRegulation 20 of the Listing Regulations.
The details pertaining to composition and role of the StakeholdersRelationship Committee are included in the Corporate Governance Report appended asAnnexure C to the Directors Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company has in place a CSR Committee in accordance with therequirements of the Act read with the rules made thereunder.
The details pertaining to composition and role of the CSR Committee areincluded in the Corporate Governance Report appended as Annexure C to the DirectorsReport.
Pursuant to Regulation 25(7) of the Listing Regulations the Companyhas imparted familiarization programmes for its Independent Directors with review ofbusiness strategy of the Company industry trends and regulatory updates covering changeswith respect to the Act and the Listing Regulations and other allied matters.
The Familiarization Programmes for Independent Directors aim to providethem an opportunity to familiarize themselves with the Company its management and itsoperations so as to gain a clear understanding of their roles rights and responsibilitiesand contribute significantly towards the growth of the Company. They have full opportunityto interact with senior management personnel and are provided all the documents requiredand sought by them for enabling them to have a good understanding of the Company itsbusiness model and various operations and the industry of which it is a part.
The policy on Familiarization Programme for Independent Directors andFamiliarization Programme details of Independent Directors undertaken by the Company havebeen disclosed on the website of the Company at www.compuageindia.com.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) and 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm: i. That in preparation ofthe annual accounts for the year ended 31st March 2022 the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures if any; ii. That the Directors had selected such accounting policies andapplied consistently and made judgments and estimates that were reasonable and prudent soas to give true and fair view of the state of affairs of the Company at the end of thefinancial year ended 31st March 2022 and the profits 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 2022 have been prepared on a Going Concern Basis ;v. That proper internal financial controls were in place and that such internal financialcontrols are adequate and were operating effectively; vi. That proper systems to ensurecompliance with the provisions of all applicable laws were in place and that such systemswere adequate and operating effectively.
INSURANCE AND RISK MANAGEMENT:
Risk Management is integral to your Company s strategy and for theachievement of our long-term goals. The Company regularly identifies uncertainties andafter assessing them devises short and long term actions to mitigate any risk which couldmaterially impact your Company s goals.
The risk assessment includes review of strategic risks at domestic andinternational level including sectoral developments risks related to market competitionfinancial geographical political and reputational issues environment social andgovernance risks and cyber security risks. The Company is well aware of these risks andchallenges and has put in place mechanisms to ensure that they are managed and mitigatedwith adequate timely actions.
The Company has developed and implemented a Risk Management Policywhich is also hosted on the website of the Company at www.compuageindia.com whichincludes identification of elements of risk if any which in the opinion of the AuditCommittee of the Company and the Board may threaten the existence of the Company.
The Company had accepted Fixed Deposits from its Members and fromPublic upto 28th September 2018 in accordance with the provisions of Section73 and 76 and other applicable provisions of Act and the Companies (Acceptance ofDeposits) Rules 2014.
During the year under review the Company has not accepted any depositwithin the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014.
The details relating to deposits in terms of Rule 8(5)(v) of theCompanies (Accounts) Rules 2014 are given hereunder:
(Rs. in Lakh)
|Sr. No. ||Particulars ||Amount |
|1. ||Deposits accepted during the year from Members and / or Public ||0 |
|2. ||Deposits remaining unpaid or unclaimed at the end of the year ||127.50 |
|3. ||Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved :- || |
| || ||NA |
| ||i. At the beginning of the year ||NA |
| || ||NA |
| ||ii. Maximum during the year || |
| ||iii. At the end of the year || |
|4. ||Details of deposits which are not in compliance with the requirements of Chapter V of the Act. ||NA |
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company promotes ethical behavior in all its business activitiesand in line with the best governance practices. For this purpose a policy has been laiddown through which Directors employees and business associates can report unethicalbehavior malpractices wrongful conduct fraud violation of Company s Code of Conductwithout fear of reprisal and have provision for direct access to the Chairman of the AuditCommittee.
The Whistle-Blower Protection Policy aims to:
- Allow and encourage stakeholders to bring to the Management s noticeconcerns about unethical behavior malpractice wrongful conduct actual or suspectedfraud or violation of policies. - Ensure timely and consistent organizational response. -Build and strengthen a culture of transparency and trust. - Provide protection againstvictimization.
The above mechanism has been appropriately communicated within theCompany across all levels and has been displayed on the website of the Company atwww.compuageindia.com.
MATERIAL CHANGES AND COMMITMENTS IF ANY:
Your Company has entered into a Distributorship Agreement for enablingresale of Interactive Flat Panel in India with Optoma Corporation which is recognized inthe industry for delivering projectors that deliver a winning combination ofcraftsmanship advanced engineering user-focused feature set and compelling price pointsand globally having captured the 3rd position as a projector brand and the 1stposition as a home segment projectors brand.
Alcatel-Lucent Enterprise a European company with an establishedheritage of innovation and entrepreneurial spirit with over 2200 employees worldwide andheadquartered in Paris France with direct business operations present in 50 countrieshas appointed your Company as a Value Added Distributor to help building Partners onVoice Data and Cloud Solutions for India and SAARC Market.
A Distributor Agreement for providing Cloud Services was entered intoby your Company with SmartCard Marketing Systems Inc. which is a specialized industryleader in cloud and mobility applications for the global Paytech and Fintech market anentrepreneurial boutique providing commercial strategies with a proprietary portfolio ofapplications and wireframes for Banking Retail E-Wallets Digital ID-EKYC etc.
EPPS Infotech Private Limited an IT / Technology Services businessentity having leading business in Enterprise Resource Planning Computer SoftwareDeveloper has appointed your Company as its Value Added Distributor to provide Enterprise
Resource Planning solutions to the channel partners and expand yourCompany s portfolio.
Your Company has entered into Distributorship Agreement with Micro-StarInt l Co. Limited a Taiwanese organization. It is a world leading gaming brand whichprovides its users with a plethora of products and services such as computer hardwareincluding laptops desktops motherboards graphics cards All-in-One PCs serversindustrial computers PC peripherals car infotainment products and many more. This tie-upwill enable your Company to introduce laptops with latest technology creating higheraccessibility for customers across the country.
Further Your Company has entered into an Authorized Service ProviderAgreement for provision of services with respect to Single-Function and MultifunctionLaser Printers all over the territory of India with Lexmark International (India) PrivateLimited which is recognized as global leader in print hardware service solutions andsecurity by many of the technology industry s leading market analyst firms havingheadquarters in Lexington Kentucky and has a revenue of around USD 3.5 Billion helpingcustomers in more than 170 countries.
Furthermore a Distributor Agreement was entered by your Company withVelox Solutions Private Limited for offering a comprehensive range of next gen-securityproducts in the area of Cyber Security and IT Operation Management to a wide range ofcustomers and partners by combining the extensive distribution network of both theParties. This tie-up shall provide your Company an opportunity to significantly enhanceits brand visibility by jointly working on digital marketing initiatives with Velox.
Lastly your Company has entered into Distributorship Agreement withZoho Technologies Private Limited for placing the Zoho product portfolio in front of asmany potential channel partners through your Company s widespread distribution network.With over nearly 10000 employees and 12 offices worldwide having headquarters inChennai products of Zoho include Customer Relationship Management mail projectmanagement invoicing email marketing and social media management applications. Being aDistributor for Zoho would help your Company in adding multiple software solution andselling versatile products in the market giving edge to the partners towards offeringversatile solution with its Tier II and Tier III markets.
Apart from above there was no material change affecting the financialposition of the Company from the date of closure of financial year till the date ofsigning of the Directors Report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016:
The details of applications made by your Company under the Insolvencyand Bankruptcy Code 2016 during the year alongwith their status as at the end of thefinancial year are as follows:
|Sr. No. ||Respondent ||Case No. ||Total Value (in Rs.) ||Status as on 31st March 2022 |
|1 ||Presto Infosolutions Private Limited ||IB/244/2021 ||102813536.72 ||Arguments closed Order pending |
|2 ||Future Netwings Private Limited ||IB/134/2021 ||39052760.00 ||Respondent to reply against your Company s Notice |
|3 ||Zenica Lifetsyle Private Limited ||IB/40/2022 ||10134210.00 ||Order awaited |
Further during the year under review there were no applications madeagainst your Company under the Insolvency and Bankruptcy Code 2016.
1. There has been no change in the nature of business of your Company.
2. During the year under review there were no transactions relating toIssue of Sweat Equity Shares to its Directors or employees of the Company.
3. There are no signi cant or material orders passed by the Regulatorsor Courts or Tribunals which impact the going concern status and the Company s operationin future.
4. The provisions of Section 148 of the Act are not applicable to theCompany and accordingly the Company is not required to maintain cost accounts and recordsfor the financial year ended 31st March 2022.
5. The requirement to disclose the details of difference between amountof the valuation done at the time of onetime settlement and the valuation done whiletaking loan from the Banks or Financial Institutions along with the reasons thereof isnot applicable to the Company.
Your Directors are thankful to the Vendors Customers BankersBusiness Partners Central and State Governments together with their departments and thelocal authorities employees for their valuable support and co-operation.
The Directors also wish to express their gratitude to investors for thefaith that they continue to repose in the Company.
| ||For and on behalf of the Board of Directors of |
| ||Compuage Infocom Limited |
| ||Sd/- |
|Date: 28th July 2022 ||Atul H. Mehta |
|Place: Mumbai ||Chairman and Managing Director |
|Registered Office: || |
|D-601/602 & G-601/602 || |
|Lotus Corporate Park || |
|Graham Firth Steel Compound || |
|Western Express Highway || |
|Goregaon (East) || |
|Mumbai 400 063. || |