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Compuage Infocom Ltd.

BSE: 532456 Sector: Consumer
NSE: COMPINFO ISIN Code: INE070C01037
BSE 00:00 | 14 Aug 12.60 -0.37
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OPEN 13.37
PREVIOUS CLOSE 12.97
VOLUME 25070
52-Week high 21.00
52-Week low 7.49
P/E 2.66
Mkt Cap.(Rs cr) 82
Buy Price 12.50
Buy Qty 1500.00
Sell Price 12.79
Sell Qty 25.00
OPEN 13.37
CLOSE 12.97
VOLUME 25070
52-Week high 21.00
52-Week low 7.49
P/E 2.66
Mkt Cap.(Rs cr) 82
Buy Price 12.50
Buy Qty 1500.00
Sell Price 12.79
Sell Qty 25.00

Compuage Infocom Ltd. (COMPINFO) - Director Report

Company director report

Dear Members

Your Directors hereby present the 20th Annual Report on thebusiness and operations of your Company along with the Audited Financial Statements forthe financial year ended 31st March 2019.

FINANCIAL HIGHLIGHTS:

The highlights of the Financial Results are as tabulated below:

( र in Lakh)

Standalone Consolidated
Particulars 31st March 2018 31st March 2018 31st March 2019 31st March 2018
Revenue from Operations & Other Income 453124.28 408939.80 453136.64 408939.80
Less: Expenses 443779.32 400454.64 443781.12 400478.80
Profit before Interest Taxation & Depreciation 9344.96 8485.16 9355.52 8461.00
Less: Finance Costs 5425.88 4949.93 5425.88 4949.93
Less: Depreciation 414.22 340.91 414.22 342.14
Profit before Tax 3504.86 3194.32 3515.42 3168.92
Less: Tax Expense 1246.52 1139.95 1246.52 1139.95
Profit after Tax Provision 2258.34 2054.37 2268.90 2028.97
Less: Other Comprehensive Income - - - 0.06
Balance brought forward 10616.57 8844.99 10682.66 8936.56
Amount available for Appropriation: 12646.46 10899.36 12723.11 10965.47
Less: Dividend
Dividend for Financial year 2017-2018 - 234.96 - 234.96
Dividend Tax for Financial year 2017-2018 - 47.83 - 47.83
Proposed Dividend 234.96 234.96 234.96 234.96
Dividend Distribution Tax 47.83 47.83 47.83 47.83
Less: Unrealised Profit - - - -
Less: Foreign Currency Translation Reserve - - - -
Less: Minority Interest - - - -
Balance Carried to Balance Sheet 12363.67 10616.57 12440.32 10682.74
EPS (Basic) 3.48 3.50 3.49 3.45
EPS (Diluted) 3.48 3.50 3.49 3.45

BUSINESS PERFORMANCE: Standalone:

The Company registered increase in revenue by 10.80%. TheCompany's revenue increased to र 453124.28 Lakh as compared to र408939.80 Lakh in the previous year marking fian increase by र 44184.48Lakh. The Company's Net Profit after Tax stood at र 2258.34 Lakh ascompared to र 2054.37 Lakh in the previous year recording an increase of9.93%.

Consolidated:

The consolidated increase in revenue was 10.81%. Our consolidatedrevenue has grown to र 453136.64 Lakh as compared to र 408939.80Lakh in the previous year. The Company's Net Profit after Tax stood at र 2268.90Lakh as compared to र 2028.91 Lakh in the previous year and thus Net Profitrecorded a growth rate of 11.83%. Overall the year gone by has been good and yourDirectors are hopeful of favourable time in future too.

DIVIDEND:

For the financial year 2018-19 your Directors have recommended adividend of र 0.40 paisa per share on face value of र 2/- pershare of the Company i.e. 20 per cent of the face value. The said dividend on EquityShares is subject to the approval of the Shareholders at the Annual General Meeting (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.

BUSINESS STRATEGY:

Compuage is a leading technology products distribution company in Indiaby technology products primarily we carry the IT and mobility products and services.During the year under review Company has signed up new relationships with vendors fordistribution of products in India. Its business strategy is based on following principles:Partnering up new viable businesses and build lasting relationships with existing new andpotential partners.

To reach rural market penetrate deeper in the current markets andtrying to grow the business in the existing product line. Increase our reach andpenetration from 800 cities and 12000 partners to 1000 cities and 15000 partners by 2020.

Launch of online purchase model for Channel Partners which will help totap larger market share.

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.

Materially enhancing the efficiency of our work delivery processesthrough good planning flexibility amongst our workforce and utilising availabletechnology and field tools.

Ensuring the overall safety of our people recruiting training andretaining the best people and delivering on shareholder.

Basically the Board is fairly bullish about future and working on thetargets for upcoming years. Your Directors are making all good efforts to achieve thebetter results in years to come.

SUBSIDIARY COMPANY:

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 Singapore Branch. In accordance with Section129(3) of the Companies Act 2013 a statement containing salient features of thefinancialstatements of the subsidiary companies in Form AOC-1 is appended as Annexure A to theBoard's Report. Further no new subsidiary was acquired nor any subsidiary ceased toexist.

OVERSEAS OPERATIONS:

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:

As stipulated by Regulation 33 of the Listing Regulations theconsolidated financial statements have been prepared by the Company in accordance with theIndian Accounting Standards (Ind AS). The audited consolidated financial statementstogether with Auditors' Report forms part of the Annual Report.

Pursuant to Section 136 of the Companies Act 2013 the financialstatements of the subsidiary are kept for inspection of the Shareholders at the RegisteredOffice of the Company.

SHARE CAPITAL:

During the year under review the Company increased its AuthorisedShare Capital as tabulated below:

Sr. No. Particulars Previous Capital (in `) Revised Capital (in `)
1. 96270000 Equity Shares of र 2/- each 192540000.00 192540000.00
2. 4665600 Preference Shares of र 0.10 paisa each 466560.00 466560.00
3. 11000000 Preference Shares of र 10/- each (PY 3369344 Preference Shares) 33693440.00 110000000.00
Total Authorised Capital 226700000.00 303006560.00

Further the Board of Directors at its meeting held on 30thMarch 2019 allotted 6235811 Equity Shares at र 27/- each (including premium of र 25/- each) aggregating to र 168366897/- to Promoters andNon-Promoters under Preferential Issue Mode. The Company is in process of obtaininglisting and trading approval from the Stock Exchanges.

Also at the same Board meeting the Board Members subject to Membersapproval via Postal Ballot approved to issue 10000000 Cumulative Non-ConvertibleCompulsorily Redeemable Preference Shares of र 10/- each aggregating to र100000000/- to Karvy Capital Limited Demeter Portfolio on Private Placement basis. TheMembers subsequently approved to issue and allot the said shares on 7th May2019. Thereafter the Board at its meeting held on 10th May 2019 allotted10000000 Cumulative Non-Convertible Compulsorily Redeemable Preference Shares of र10/- each aggregating to र 100000000/- to Karvy Capital Limited DemeterPortfolio.

LIQUIDITY:

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: Directors:

The current policy is an appropriate mix of Executive and Non-executiveDirectors to maintain the independence of the Board and separate its function ofgovernance and management. As on 31st March 2019 the Board consists of 5members two of whom are Executive Directors and 3 are Non-executive Directors. There hasbeen no change in the Board composition during the financial year.

However the tenure of following Independent Directors ceases on 22ndAugust 2019: Mr. Ganesh S. Ganesh Mrs. Preeti Trivedi Mr. Vij ay Agarwal In thisconnection the Board at its meeting held on 13th July 2019 recommendedre-appointment of Mr. Ganesh S. Ganesh and Mr. Vij ay Agarwal as Non-Executive IndependentDirectors for second term of 5 consecutive years w.e.f. 23rd August 2019 to 22ndAugust 2024 at this AGM. Mrs. Preeti Trivedi expressed her unwilligness to be reappointedas Independent Director for second term. Further the Board based on the recommendationof Nomination and Remuneration Committee has appointed Mrs. Fatima Hussaini Nasab (DIN:08507217) as an Additional Non-Executive Independent Director. The Board has furtherrecommended her appointment as Non-Executive Independent Director to the Members.

Their brief profile is forming part of notice convening this AnnualGeneral Meeting.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Companies Act 2013following persons are Key Managerial Personnel of the Company: Mr. Atul H. Mehta –Managing Director Mr. Bhavesh H. Mehta – Whole Time Director Mr. Sunil Mehta - ChiefFinancial Officer and Mrs. Disha Shah - Company Secretary There has been no change in theKey Managerial Personnel during the year.

BOARD EVALUATION

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 by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI 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 effectiveness of Board processes information and functioning 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 effectiveness of Committee Meetings etc. The Board and theNomination and Remuneration Committee reviewed the performance of the Individual Directorson the basis of the criteria such as the contribution of the Individual Director to theBoard and Committee meetings like preparedness on the issues to be discussed meaningfuland constructive contribution and inputs in meetings etc. In a separate meeting ofIndependent Directors performance of Non-Independent Directors performance of the Boardas a whole and performance of the Chairman was evaluated taking into account the views ofExecutive Directors and Non-Executive Directors. The same was discussed at the BoardMeeting that followed the meeting of the Independent Directors at which the performanceof the Board its Committees and Individual Directors was also discussed. Performanceevaluation of Independent Directors was done by the entire Board excluding theIndependent Director being evaluated.

BOARD MEETINGS:

The Board met fifteentimes during this financial year the details ofwhich are given in Corporate Governance Report. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013 and Regulation 17 of SEBI(LODR) Regulations 2015.

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 theCompanies Act 2013 and Regulation 16(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear is set out at report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. For other details regarding the CSR Committee pleaserefer to the Corporate Governance Report Annexure B. The policy is available on thewebsite of the Company.

ABSTRACT OF THE ANNUAL RETURN:

As provided under Section 92(3) and Section 134 (3) (a) of theCompanies Act 2013 the extract of annual return in Form MGT-9 is available on thewebsite of the Company at http:// www.compuageindia.com/annual-reports.html

CORPORATE GOVERNANCE:

Report on Corporate Governance duly approved by the Board of Directorsin accordance with Listing Regulations along with a certificate from the StatutoryAuditors confirming the compliance is given separately in this Annual Report.

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 SEBI(Listing Obligations Disclosure Requirements) Regulations 2015 forms part of theBoards' 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 Companies Act2013 read with the Companies (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:
( र in Lakh)
Standalone and Consolidated
Particulars Current Year (in `) Previous Year (in `)
Foreign Exchange Earnings 13375.57 13746.16
Foreign Exchange Outgo 13333.81 13721.26

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 ‘The Sexual Harassment of Women at Work Place(Prohibition Prevention and Redressal) Act 2013'. Your Directors state that duringthe year under review no cases were filed pursuant to the Sexual Harassment of Women atWork Place (Prevention Prohibition and Redressal) Act 2013.

HUMAN RESOURCES:

Your Company considers people as its biggest assets. It has putconcerted efforts in talent management and succession planning practices strongperformance management learning and training initiatives to ensure that your Companyconsistently develops inspiring strong and credible leadership. The Company has astructured induction process for all locations. During the year your Company has ensuredthat rewards and recognition are commensurate with performance and that employees have theopportunity to develop and grow.

The enthusiasm and unstinting efforts of employees have enabled theCompany to improve productivity across organisation.

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:

Sr. No. Name of the Directors Designation Ratio to median remuneration of the employees
1. Mr. Atul H. Mehta Chairman and Managing Director 83.65:1
2. Mr. Bhavesh H. Mehta Whole-time Director 83.65:1
3. Mr. Ganesh Shiva Ganesh Non-Executive & Independent Director NA
4. Mrs. Preeti Trivedi Non-Executive & Independent Director 2.49:1
5. Mr. Vij ay Agarwal Non-Executive & Independent Director 1.99:1

ii. The percentage increase in remuneration of each Director ChiefExecutive Officer Chief Financial Officer Company Secretary in the financial year:

Sr. No. Name of the Directors Designation % increase in remuneration
1. Mr. Atul H. Mehta Chairman and Managing Director NIL
2. Mr. Bhavesh H. Mehta Whole-time Director NIL
3. Mr. Ganesh Shiva Ganesh Non-Executive & Independent Director NA
4. Mrs. Preeti Trivedi Non-Executive & Independent Director NIL
5. Mr. Vij ay Agarwal Non-Executive & Independent Director NIL
6. Mr. Sunil Mehta Chief Finance Officer NIL
7. Ms. Disha Shah Company Secretary 12.00%

iii. The percentage increase in the median remuneration of employees inthe financial year: 14%

iv. The number of permanent employees on the rolls of Company: 856

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:

The median percentage for the salaries of employees other than themanagerial personnel increased by 14.00%.

vi. It is hereby iff a rmed that remuneration is as per theremuneration policy 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

Name (Age) Designation Nature of duties & Date of commencement of Employment Qualification / Experience Gross Remuneration ` Nature of employment Relationship
Atul H. Mehta Chairman & Managing Director Specialized in Finance & Strategic Planning MBA – U.S.A 16800000/- Contractual Brother of Mr. Bhavesh Mehta Whole-time Director
(58) (16.06.2000) (29) (w.e.f. 08.09.2017)
Bhavesh H. Mehta Whole-time Director Specialized in Imports & Logistics (18.10.2000) M.Com 16800000/- Contractual Brother of Mr. Atul Mehta Managing Director
(46) (22) (w.e.f. 18.10.2017)

Note:

1. The above amount does not include provision of gratuity.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS:

The Company has an in-house Internal Audit (IA) function. To maintainits objectivity and independence the IA function reports to the Chairman of the AuditCommittee of the Board. The IA department evaluated the ffie cacy and adequacy of theinternal control system its compliance with operating systems and policies of the Companyand accounting procedures at all locations of the Company.

Additionally the Board had appointed M/s. Agarwal Desai & ShahChartered Accountants (Firm Reg. No. 124850W) as Internal Auditors of the Company inaccordance with Section 138 of the Companies Act 2013 to have financial control checksand ensure adequate transparency. The Audit Committee of the Board of Directorsperiodically reviews the audit plans internal audit reports and adequacy of internalcontrols. The Board believes that change in Internal Auditors will ensure conduct of auditmore fair and transparent hence the Board at its meeting held on 16th May2019 appointed M/s. H. Rajen & Co. Chartered Accountants having firm Reg. No.108351Was Internal Auditors for financial year 19-20.

AUDITORS:

The Company had appointed M/s. Bhogilal C. Shah & Co. having FirmRegistration no.101424W as the Statutory Auditors of the Company who shall hold theoffice for a period of 5 consecutive years from the conclusion of 18th AnnualGeneral Meeting till the conclusion of 23rd Annual General Meeting of theCompany to be held in 2022. The requirement for annual ratification of Auditor'sappointment at the AGM has been omitted pursuant to Companies (Amendment) Act 2017notified on 7th May 2018. During the year the Auditors' have confirmedthat they satisfy the independence criteria required under Companies Act 2013.

AUDITORS' REPORT DISCLAIMER AND MANAGEMENT'S REPLY:

The Auditors' Report forms part of this report. There are noqualifications reservations or adverse remarks made by M/s. Bhogilal C. Shah & Co.Statutory Auditors in their report for the financial year ended 31st March2019. Hence the report is self-explanatory.

SECRETARIAL AUDITOR:

The Board of Directors have appointed Mr. Virendra G. Bhatt PracticingCompany Secretary Mumbai to conduct Secretarial Audit for the financial year 2018-19 asrequired under Section 204 of the Companies Act 2013 and the rules framed thereunder. TheSecretarial Audit Report in form MR-3 for the financial year 2018-19 forms part of theReport in Annexure G.

There are no qualifications reservations or adverse remarks made byPracticing Company Secretary in their report for the financial year ended 31stMarch 2019. Hence the report is self-explanatory.

RELATED PARTY:

As a part of its philosophy of adhering to ethical standardstransparency and accountability and in line with the provisions of the Companies Act 2013and the Listing Regulations the Board has adopted a policy on Related Party Transactionswhich is placed on the Company's website. All the Related Party Transactions are inordinary and normal course of business and at arm's length. All Related PartyTransactions are periodically placed before the Audit Committee and also before the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseeable and repetitive nature.

The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) and applicable rules of the Companies Act 2013 in FormAOC-2 is provided in Annual Report in Annexure H.

LOANS GUARANTEES & INVESTMENTS:

The particulars of loans guarantees and investments have beendisclosed in the financial statements.

AUDIT COMMITTEE:

The Audit Committee meets regularly to review reports including significant audit observations and follow-up actions thereon. The Audit Committee also meetsthe Company's Statutory Auditors to ascertain their views on financial statementsincluding the financial reporting system compliance to accounting policies andprocedures.

The details pertaining to Audit Committee and its composition areincluded in the Corporate Governance Report which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The Company follows a Policy on Remuneration of Directors and SeniorManagement Employees. The policy is approved by the Nomination & RemunerationCommittee and the Board. The main objective of the said policy is to ensure that the leveland composition of remuneration is reasonable and sufficient to attract retain andmotivate the Directors KMP and Senior Management employees. The Remuneration Policy forthe Directors and Senior Management employees is given in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details pertaining to composition of the Committee is included inthe Corporate Governance Report which forms part of this report. The role of theCommittee is explained in detail in the Corporate Governance Report enclosed herewith.

FAMILIARISATION PROGRAMME:

The Familiarisation Programme for Independent Directors aims to providethem an opportunity to familiarise with the Company its Management and its operations soas to gain a clear understanding of their roles rights and responsibilities andcontribute significantly towards the growth of the Company. They have full opportunity tointeract with Senior Management Personnel and are provided all the documents required andsought by them for enabling them to have a good understanding of the Company its businessmodel and various operations and the industry of which it is a part. The policy undertakenby the Company in this respect has been disclosed on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) and 134(5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm:

i. That in preparation of the Annual Accounts for the year ended 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures 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 2019 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 for the year ended 31st March2019 have been prepared on a ‘going concern basis'.

v. That proper internal financial controls were in place and that suchinternal financial controls are adequate and were operating effectively.

vi. That proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.

INSURANCE & RISK MANAGEMENT:

Business risks exist for any enterprise having national andinternational exposure. Your Company also faces some such risks the key ones being - alonger than anticipated delay in economic revival unfavorable exchange rate fluctuationsemergence of inflationary conditions rise in counterfeits and look-alikes and anyunexpected changes in regulatory framework.

The Company is well aware of these risks and challenges and has put inplace mechanisms to ensure that they are managed and mitigated with adequate timelyactions.

FIXED DEPOSIT:

During the financial year under review the Company accepted FixedDeposits from its Members and from Public in accordance with the provisions of Section 73and 76 and other applicable provisions of Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.

The details relating to deposits in terms of Rule 8(5)(v) of theCompanies (Accounts) Rules 2014 are given here under:

Sr. No. Particulars Amount ( र in Lakh)
1. Deposits accepted during the year from Members and/or Public 164.50
2. Deposits repaid during the year to Members and/or Public 694.50
3. Deposits outstanding as at 31st March 2019 241.00
4. Deposits remaining unpaid or unclaimed at the end of the year 0
5. 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 :-
i. At the beginning of the year NA
ii. Maximum during the year NA
iii. At the end of the year NA
6. Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act 2013. NA

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour 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 ficonduct fraud violation of Company's Code ofConduct without fear of reprisal. The Whistle- Blower Protection Policy aims to: Allow andencourage stakeholders to bring to the Management notice concerns about unethicalbehavior malpractice wrongful conduct actual or suspected fraud or violation ofpolicies.

Ensure timely and consistent organisational response. Build andstrengthen a culture of transparency and trust.

Provide protection against victimisation.

The above mechanism has been appropriately communicated within theCompany across all levels and has been displayed on the Company's website.

MATERIAL CHANGES AND COMMITMENTS IF ANY:

The Board was in need of funds and at its Meeting held on 30th March2019 approved and recommended its Shareholders to raise funds under Private Placement modeby issue of 10000000 Cumulative Non-convertible Compulsorily Redeemable PreferenceShares of र 10/- each amounting to र 100000000/- to KarvyCaptial Limited Demeter Portfolio to meet its general corporate ends. The Shareholdersapproved the said issue vide Postal Ballot concluded on 6th May 2019. Theseshares were credited to the eligible Shareholder. In the aforesaid matter the Board hadexecuted an agreement which requires alteration to the Articles of Association of theCompany to the extent of inclusion of negative covenants. The Board has approved andrecommends the Shareholders to approve the same the briefs are forming part of noticeconvening this Annual General Meeting.

Apart from above there was no material change affecting the nancialposition of the Company from the date of closure of financial year till the date ofsigning of this report.

APPRECIATION:

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 Directorsalso wish to express their gratitude to investors for the faith that they continue torepose in the Company.

For and on behalf of the Board of Directors
Compuage Infocom Limited
Sd/-
Place: Mumbai Atul H. Mehta
Date: 13th July 2019 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.

Annexure A

FORM AOC-I

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OFSUBSIDIARY

(Pursuant to first proviso to sub section (3) of Section 129 read withRule 5 of Companies (Accounts) Rules 2014)

The financial performance of the Subsidiary Company included in theConsolidated Financial Statements is detailed below:

1. Name of the Subsidiary : Compuage Infocom (S) Pte. Ltd.
2. Turnover
Current Period : Nil
Previous Period : Nil
Growth (%) : Not applicable
3. Profit/(Loss) Before Tax
Current Period : र 10.57 Lakh
Previous Period- : ` (26.44) Lakh
Growth (%)- : 139.98%
4. Profit/(Loss) After Tax
Current Period- : र 10.57 Lakh
Previous Period- : ` (26.44) Lakh
Growth (%)- : 139.98%

PART "A": SUBSIDIARIES

Sr. No. Particulars Details
1. Sl. No. 1
2. Name of the Subsidiary Compuage Infocom (S) Pte. Ltd.
3. The date since when subsidiary was acquired 2009-2010
4. Reporting period for the subsidiary concerned if different from the holding Company's reporting period Same as Parent Co.
5. Reporting currency and exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries. USD
1USD = 69.15 INR
6. Share Capital र 69.15 Lakh
7. Reserves and Surplus र 47.67 Lakh
8. Total Assets र 567.39 Lakh
9. Total Liabilities र 567.39 Lakh
10. Investments Nil
11. Turnover Nil
12. Profit before taxation र 10.57 Lakh
13. Provision for taxation Nil
14. Profit after taxation र 10.57 Lakh
15. Proposed Dividend Nil
16. Extent of shareholding (in %) 100

Notes:

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

2. Names of subsidiaries which have been liquidated or sold during theyear –NIL

PART "B": ASSOCIATES AND JOINT VENTURES

(Statement pursuant to Section 129 (3) of the Companies Act 2013related to Associate Companies and Joint Ventures) Since the Company does not have anyAssociate Company or any Joint Venture the said para is not applicable.

For and on behalf of the Board of Directors
Compuage Infocom Limited
Sd/-
Place: Mumbai Atul H. Mehta
Date: 13th July 2019 Chairman and Managing Director

Annexure H

FORM NO. AOC -2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Actand Rule 8(2) of the Companies (Accounts) Rules 2014]

Form for disclosure of particulars of contracts/arrangements enteredinto by the Company with related parties referred to in sub section (1) of Section 188 ofthe Companies Act 2013 including certain arm's length transaction under thirdproviso thereto.

1. Details of contracts or arrangements or transactions not atArm's length basis: Not applicable

2. Details of material contracts or arrangements or transactionsat Arm's length basis: Not applicable

For Compuage Infocom Limited
Sd/-
Place: Mumbai Atul H. Mehta
Date: 13th July 2019 Chairman & Managing Director