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Compuage Infocom Ltd.

BSE: 532456 Sector: Consumer
NSE: COMPINFO ISIN Code: INE070C01037
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VOLUME 121819
52-Week high 35.00
52-Week low 10.50
P/E 10.06
Mkt Cap.(Rs cr) 206
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OPEN 33.00
CLOSE 32.45
VOLUME 121819
52-Week high 35.00
52-Week low 10.50
P/E 10.06
Mkt Cap.(Rs cr) 206
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Compuage Infocom Ltd. (COMPINFO) - Director Report

Company director report

Dear Members

Your Directors hereby present the 21st Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31 2020.

FINANCIAL HIGHLIGHTS:

The highlights of the Financial Results are as tabulated below:

(Rs. in Lakh)
StandaloneConsolidated
Particulars31st March 202031st March 201931st March31st March
20202019
Revenue from Operations & Other Income424923.40453124.28424923.40453136.64
Less:
Expenses414399.08443779.32414424.15 443781.12
Profit before Interest Taxation & Depreciation10524.329344.9610499.259355.52
Less: Finance Costs6085.075425.886085.075425.88
Less: Depreciation419.05414.22419.05414.22
Profit before Tax4020.203504.863995.133515.42
Less: Tax Expense944.181246.52944.181246.52
Profit after Tax Provision3076.022258.343050.952268.90
Less: Other Comprehensive Income(212.97)-(212.97)
Balance brought forward12363.6710616.5712440.3210682.66
Amount available for Appropriatio n:15226.7212874.9115278.3012951.56
Less: Provision for Gratuity(228.45)(228.45)
Dividend for Financial year 2018- 2019(259.90)(234.96)(259.90)(234.96)
Dividend Tax for Financial year 2018- 2019(52.91)(47.83)(52.91)(47.83)
Less:----
Minority Interest
Balance Carried to Balance Sheet14913.9112363.6714965.4912440.32
EPS (Basic)4.413.484.373.49
EPS (Diluted)4.413.484.373.49

BUSINESS PERFORMANCE:

Standalone:

The Company s Net Comprehensive Income increased by 26.78% standing at Rs. 2863.05 Lakh as compared to Rs.2258.34 Lakh in the previous year. The Company registered a drop in revenue by 6.22%. The Company s revenue decreased to Rs.424923.40 Lakh as compared to Rs.453124.28 Lakh in the previous year marking a decrease by Rs.28200.88 Lakh.

Consolidated:

The Company s Net Comprehensive Income has increased by 25.09% as the Net Profit after Tax stood at Rs.2837.98 Lakh as compared to Rs.2268.90 Lakh in the previous year. The consolidated drop in revenue was 6.23%. Our consolidated revenue has decreased to Rs.424923.40 Lakh as compared to Rs. 453136.64 Lakh in the previous year. Overall the year gone by has been good and your Directors are hopeful of favourable time in future too.

DIVIDEND:

For the financial year 2019-20 your Directors have recommended a dividend of Rs.0.20 paisa per share on face value of Rs.2/- per share of the Company i.e. 10 per cent of the face value. The said dividend on Equity Shares 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 the Statement of Profit & Loss. No amount is transferred to General Reserves Account.

BUSINESS STRATEGY:

Compuage is a leading technology products distribution company in India by technology products primarily we carry the IT and mobility products. During the year under review Company has signed up new relationships with vendors for distribution of products in India. Its business strategy is based on following principles:

 Partnering up new viable businesses and build lasting relationships with existing new and potential partners.

 To reach rural market penetrate deeper in the current markets and trying to grow the business in the existing product line.

 Increase our reach and penetration from 600 cities and 12500 partners to 1000 cities and 15000 partners by 2024.

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

 To deliver differentiated offerings to the resellers which in turn will enhance their productivity and thus brings overall efficiency and effectiveness of the business.

 Periodically optimise various operational parameters to bring in effectiveness of organisational structure and processes which helps in aligning and meeting strategic goals.

 Materially enhancing the efficiency of our work delivery processes through good planning flexibility amongst our workforce and utilising available technology and field tools.

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

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

SUBSIDIARY COMPANY:

Compuage Infocom (S) Pte. Ltd.:

Compuage Infocom (S) Pte. Ltd. is a Wholly-Owned Subsidiary of the Company. There was no business activity in the Subsidiary Company during the year as the Company has transferred its business to Singapore Branch.

In accordance with Section 129(3) of the Companies Act 2013 a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is appended as Annexure A to the Board s Report.

Further no new subsidiary was acquired nor any subsidiary ceased to exist.

OVERSEAS OPERATIONS:

Your Company s overseas operations are carried out through branch office established in Singapore. It has served as a medium to manage business more effectively. This overseas presence has enabled to achieve economies of scale.

CONSOLIDATED FINANCIAL STATEMENTS:

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

Pursuant to Section 136 of the Companies Act 2013 the financial statements of the subsidiary are kept for inspection of the Shareholders at the Registered Office of the Company.

SHARE CAPITAL:

During the year under review there was no change in the share capital of the Company. The Board of Directors at its meeting held on 30th March 2019 had allotted 6235811 Equity Shares at Rs.27/- each (including premium of Rs.25/- each) aggregating to Rs.168366897/- to Promoters and Non-Promoters under Preferential Issue Mode. The Company has duly obtained listing and trading approval from the Stock Exchanges.

Also at the same Board meeting the Board Members subject to Members approval via Postal Ballot approved to issue 10000000 Cumulative Non-Convertible Compulsorily Redeemable Preference Shares of Rs.10/- each aggregating to Rs.100000000/- to Karvy Capital Limited Demeter Portfolio on Private Placement basis. The Members subsequently approved to issue and allot the said shares on 7th May 2019. Thereafter the Board at its meeting held on 10th May 2019 allotted 10000000 Cumulative Non-Convertible Compulsorily Redeemable Preference Shares of Rs.10/- each aggregating to Rs.100000000/- to Karvy Capital Limited Demeter Portfolio. The Company is in process of obtaining listing and trading approval from the Stock Exchanges.

LIQUIDITY:

We maintain sufficient liquidity to meet our strategic and operational requirements. We understand that liquidity in the Balance Sheet has to balance between earning adequate returns and the need to cover financial and business risks. We are agile and 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-executive Directors to maintain the independence of the Board and separate its function of governance and management. As on 31st March 2020 the Board consists of 5 members two of whom are Executive Directors and 3 are Non-Executive Directors.

During the financial year 2019-20 the tenure of the following Independent Directors ceased on 22nd August 2019:

 Mr. Ganesh S. Ganesh

 Mrs. Preeti Trivedi

 Mr. Vijay Agarwal

With the approval of the members at the 20th Annual General Meeting held on 21st August 2019 Mr. Ganesh S. Ganesh and Mr. Vijay Agarwal were re-appointed as Non-Executive Independent Directors for second term of 5 consecutive years w.e.f. 23rd August 2019 to 22nd August 2024. Further Mrs. Preeti Trivedi had expressed her unwillingness to be re-appointed as Independent Director for a second term. Based on the recommendation of the

Nomination and Remuneration Committee and appointment of Mrs. Fatima Hussaini Nasab by the Board as an Additional Non-Executive Independent Director the members approved her appointment as Non-Executive Independent Director for a term of 5 years w.e.f. 23rd August 2019 to 22nd August 2024 at the 20th Annual General Meeting held on 21st August 2019.

The tenure of Mr. Atul H. Mehta Chairman and Managing Director of the Company will cease on 7th September 2020 and the tenure of Mr. Bhavesh H. Mehta Whole-Time Director of the Company will cease on 17th October 2020. With respect to the same the Board has at its meeting held on 18th July 2020 based on the recommendation of Nomination and Remuneration Committee and subject to approval of members at the ensuing 21st Annual General Meeting re-appointed Mr. Atul H. Mehta as Chairman and Managing Director for a further term of 5 years and Mr. Bhavesh H. Mehta as Whole-Time Director for a further term of 5 years.

Their brief profile is forming part of notice convening this 21st Annual General Meeting.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act 2013 following persons are Key Managerial Personnel of the Company:

 Mr. Atul H. Mehta Managing Director

 Mr. Bhavesh H. Mehta Whole Time Director

 Mr. Sunil Mehta - Chief Financial Officer

 Mrs. Ruchita Shah - Company Secretary

During the financial year 2019-20 Ms. Disha resigned from the position of Company Secretary and Compliance Officer w.e.f. 23rd November 2019. Further Ms. Ruchita Shah was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 23rd November 2019.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance Board Committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as SEBI Listing Regulations).

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure effectiveness of Board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees effectiveness of Committee Meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of Independent Directors performance of Non-Independent Directors performance of the Board as a whole and performance of the Chairman was evaluated taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed at the Board Meeting that followed the meeting of the Independent Directors at which the performance of the Board its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board excluding the Independent Director being evaluated.

BOARD MEETINGS:

The Board met eleven times during this financial year the details of which are given in Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013 and Regulation 17 of SEBI Listing Regulations.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 16(b) of SEBI Listing Regulations.

Further they have duly registered themselves with the Independent Directors Databank of the Ministry of Corporate Affairs and will be appearing for the prescribed online proficiency self-assessment test.

During the year all the Independent Directors have worked with utmost integrity and the expertise and experience in their respective fields have been of great importance to the growth of the Company in the opinion of the Board.

CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year is set out at report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. For other details regarding the CSR Committee please refer to the Corporate Governance Report attached to this Board s Report as Annexure C. The policy is available on the website of the Company.

ABSTRACT OF THE ANNUAL RETURN:

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

CORPORATE GOVERNANCE:

Report on Corporate Governance duly approved by the Board of Directors in accordance with SEBI Listing Regulations along with a certificate from the Statutory Auditors confirming the compliance is attached to this Board s Report as Annexures C and F.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis which includes details on the state of affairs of the Company as required under the Regulation 34(2) (e) of SEBI Listing Regulations forms part of the Boards Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

A. Conservation of energy:

Your Company is primarily engaged in Marketing and Trading activities and has not consumed energy of any significant level and hence no additional investment is required to be made for reduction of energy consumption. However the Company will continue with its efforts to conserve the energy.

B. Technology absorption:

The Company s operations do not require significant absorption of technology.

C. Earnings And Outgo in Foreign Exchange:

(Rs. in Lakh)

ParticularsStandalone and Current YearConsolidated Previous Year
(in Rs.)(in Rs.)
Foreign Exchange18445.1713375.57
Earnings
Foreign Exchange Outgo18322.7613333.81

PREVENTION AND REDRESSAL OF SEXUAL HARRASSEMENT AT WORK PLACE:

The Company has a Policy on Prevention of Sexual Harassment of Women at Work Place and matters connected therewith or incidental thereto covering all the aspects as contained under the The Sexual Harassment of Women at Work Place (Prohibition Prevention and Redressal) Act 2013 . Your Directors state that during the year under review no cases were filed pursuant to the Sexual Harassment of Women at Work Place (Prevention Prohibition and Redressal) Act 2013.

The Company has submitted an Annual Report to the District Women and Child Development Office stating that there were no complaints in the Company with respect to Sexual Harassment at Workplace and has complied with the provisions related to constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Work Place (Prevention Prohibition and Redressal) Act 2013.

HUMAN RESOURCES:

Your Company considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices strong performance management learning and training initiatives to ensure that your Company consistently develops inspiring strong and credible leadership. The Company has a structured induction process for all locations. During the year your Company has ensured that rewards and recognition are commensurate with performance and that employees have the opportunity to develop and grow.

The enthusiasm and unstinting efforts of employees have enabled the Company to improve productivity across the organization.

PERFORMANCE OF EMPLOYEES:

A. The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below:

i) Details of the ratio of remuneration of each Director to the median remuneration of the employees for the financial year:

Sr. No.Name of the DirectorsDesignationRatio to median remuneration of the employees
1.Mr. Atul H. MehtaChairman and Managing Director72.09:1
2.Mr. Bhavesh H. MehtaWhole-time Director72.09:1
3.Mr. Ganesh Shiva GaneshNon-Executive & Independent DirectorNA
4.Mr. Vijay AgarwalNon-Executive & Independent Director1.64:1
5.Mrs. Preeti Trivedi*Non-Executive & Independent Director0.55:1
6.Mrs. Fatima Hussaini Nasab**Non-Executive & Independent Director1.64:1

*Ceased to be Non-Executive & Independent Director on 22nd August 2019.

**Appointed as Non-Executive & Independent Director w.e.f. 23rd August 2019.

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

Sr. No.Name of the DirectorsDesignation% increase in remuneration
1.Mr. Atul H. MehtaChairman and Managing DirectorNIL
2.Mr. Bhavesh H. MehtaWhole-time DirectorNIL
3.Mr. Ganesh Shiva GaneshNon-Executive & Independent DirectorNA
4.Mrs. Fatima Hussaini NasabNon-Executive & Independent DirectorNIL
5.Mr. Vijay AgarwalNon-Executive & Independent DirectorNIL
6.Mr. Sunil MehtaChief Finance OfficerNIL
7.Ms. Ruchita ShahCompany SecretaryNIL

iii) The percentage increase in the median remuneration of employees in the financial year: NIL

iv) The number of permanent employees on the rolls of Company: 735

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There was no change in the median percentage for the salaries of employees other than the managerial personnel.

vi) It is hereby affirmed that remuneration is as per the remuneration policy of the Company.

B. Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Name (Age)Designation Nature of duties & Date of commencement of EmploymentQualification /ExperienceGross Remuneration Rs.Nature of employmentRelationship
Atul H. Mehta (60)Chairman & Managing Director Specialized in Finance & Strategic Planning (16.06.2000)MBA U.S.A (30)13200000/-ContractualBrother of Mr. Bhavesh Mehta Whole-time Director
Bhavesh H. Mehta (47)Whole-time Director Specialized in Imports & Logistics (18.10.2000)M.Com (23)13200000/-ContractualBrother of Mr. Atul Mehta Managing Director

Note: The above amount does not include provision of gratuity provident fund and leave encashment.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS:

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

Additionally the Board had appointed M/s. H. Rajen & Co. Chartered Accountants (Firm Reg. No. 108351W) as Internal Auditors of the Company in accordance with Section 138 of the Companies Act 2013 to have financial control checks and ensure adequate transparency.

The Audit Committee of the Board of Directors periodically reviews the audit plans internal audit reports and adequacy of internal controls. In order to ensure that internal audit is conducted in a fair manner the Board has appointed Malvika & Associates Chartered Accountants for financial year 2020-21.

STATUTORY AUDITORS:

The Company had appointed M/s. Bhogilal C. Shah & Co. having Firm Registration No.101424W as the Statutory Auditors of the Company who shall hold the office for a period of 5 consecutive years from the conclusion of 18th Annual General Meeting till the conclusion of 23rd Annual General Meeting of the Company to be held in 2022. The requirement for annual ratification of Auditor s appointment at the AGM has been omitted pursuant to Companies (Amendment) Act 2017 notified on 7th May 2018.

During the year the Auditors have confirmed that they satisfy the independence criteria required under Companies Act 2013.

AUDITORS REPORT DISCLAIMER AND MANAGEMENT S REPLY:

The Auditors Report forms part of this Board s Report. There are no qualifications reservations or adverse remarks made by M/s. Bhogilal C. Shah & Co. Statutory Auditors in their report for the financial year ended 31st March 2020. Hence the report is self-explanatory.

SECRETARIAL AUDITOR:

The Board of Directors had appointed Mr. Virendra G. Bhatt Practicing Company Secretary Mumbai to conduct Secretarial Audit for the financial year 2019-20 as required under Section 204 of the Companies Act 2013 and the rules framed thereunder. The Secretarial Audit Report in form MR-3 for the financial year 2019-20 forms part of the Board s Report attached as Annexure H.

There are no major qualifications reservations or adverse remarks made by Practicing Company Secretary in their report for the financial year ended 31st March 2020. Hence the report is self-explanatory.

SECRETARIAL STANDARDS:

The Company has complied with applicable Secretarial Standards as amended from time to time.

RELATED PARTY:

As a part of its philosophy of adhering to ethical standards transparency and accountability and in line with the provisions of the Companies Act 2013 and the Listing Regulations the Board has adopted a policy on Related Party Transactions which is placed on the Company s website. All the Related Party Transactions are in ordinary and normal course of business and at arm s length.

All Related Party Transactions are periodically placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act 2013 in Form AOC-2 is attached to this Board s Report as Annexure I.

LOANS GUARANTEES & INVESTMENTS:

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

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AND STATEMENT OF DEVIATIONS AND VARIATIONS:

The Company had raised Rs. 168366897 by way of Preferential Allotment dated 1st March 2019 and Rs. 100000000 by way of Private Placement dated 6th May 2019 for General Corporate Purpose.

There have been no deviations or variations from the aforesaid object for which the funds were raised during the year.

AUDIT COMMITTEE:

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

The details pertaining to Audit Committee and its composition are included in the Corporate Governance Report which forms part of this Board s Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Company follows a Policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract retain and motivate the Directors Key Managerial Personnel and Senior Management employees. The Remuneration Policy for the Directors and Senior Management employees is stated in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details pertaining to composition and role of the Stakeholders Relationship Committee is included in the Corporate Governance Report which forms part of this Board s Report.

FAMILIARIZATION PROGRAMME:

The Familiarization Programme for Independent Directors aims to provide them an opportunity to familiarize with the Company its management and its operations so as to gain a clear understanding of their roles rights and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company its business model and various operations and the industry of which it is a part.

The policy undertaken by 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 2013 the Board of Directors to the best of their knowledge and ability confirm:

i. That in preparation of the Annual Accounts for the year ended 31st March 2020 the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

ii. That the Directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2020 and the profits of the Company for the year under review;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the annual accounts for the year ended 31st March 2020 have been prepared on a going concern basis .

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

vi. That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

INSURANCE & RISK MANAGEMENT:

Business risks exist for any enterprise having national and international exposure. Your Company also faces some such risks the key ones being - a longer than anticipated delay ineconomic revival unfavorable exchange rate fluctuations emergence of inflationary conditions rise in counterfeits and look-alikes and any unexpected changes in regulatory framework.

The Company is well aware of these risks and challenges and has put in place mechanisms to ensure that they are managed and mitigated with adequate timely actions.

FIXED DEPOSIT:

During the financial year under review the Company accepted Fixed Deposits from its Members and from Public upto 28th September 2018 in accordance with the provisions of Section 73 and 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 the Companies (Accounts) Rules 2014 are given hereunder:

Sr. No.ParticularsAmount ( Rs. in Lakh)
1.Deposits accepted during the year from Members and/or Public0
2.Deposits repaid during the year to Members and/or Public98.50
3.Deposits outstanding as at 31st March 2019142.50
4.Deposits remaining unpaid or unclaimed at the end of the year50.00
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 yearNA
ii. Maximum during the yearNA
iii. At the end of the yearNA
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 behavior in all its business activities and in line with the best governance practices. For this purpose a policy has been laid down through which Directors employees and business associates can report unethical behavior malpractices wrongful conduct fraud violation of Company s Code of Conduct without fear of reprisal. The Whistle- Blower Protection Policy aims to:

 Allow and encourage stakeholders to bring to the Management s notice concerns about unethical behavior malpractice wrongful conduct actual or suspected fraud or violation of policies.

 Ensure timely and consistent organizational response.

 Build and strengthen a culture of transparency and trust.

 Provide protection against victimization.

The above mechanism has been appropriately communicated within the Company 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 March 2019 approved and recommended its shareholders to raise funds under Private Placement mode by issue of 10000000 Cumulative Non-convertible Compulsorily Redeemable Preference Shares of Rs.10/- each amounting to Rs.100000000/- to Karvy Captial Limited Demeter Portfolio to meet its general corporate ends. The shareholders approved the said issue vide Postal Ballot concluded on 6th May 2019. These shares were credited to the eligible shareholder. In the aforesaid matter the Board had executed an agreement which required alteration to the Articles of Association of the Company to the extent of inclusion of negative covenants. The shareholders had approved the same at the 20th Annual General Meeting of the Company.

The Company entered into a Service Agreement with HP to serve products such as printers PC Commercials and Notebooks in Mumbai market to begin with.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Company s operations in future.

APPRECIATION:

Your Directors are thankful to the Vendors Customers Bankers Business Partners Central and State Governments together with their departments and the local authorities employees for their valuable support and co-operation.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors
Compuage Infocom Limited
Sd/-
Atul H. Mehta
Place: MumbaiChairman and Managing Director
Date: 18th July 2020
Registered Office:
D-601/602 & G-601/602
Lotus Corporate Park
Graham Firth Steel Compound
Western Express Highway
Goregaon (East)
Mumbai 400 063.

   

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