Compucom Software Limited
Your Company has immense pleasure in presenting their 27th Annual Report on thebusiness and operations of the Company together with Audited Financial Statements for thefinancial year ended on March 31 2021.
|FINANCIAL RESULTS: || || |
|The highlights of the financial results for the financial year 2020-21 are as follows: || ||(Rs. in Lakhs) |
|Particulars ||31.03.2021 ||31.03.2020 |
|Total Income ||2334.20 ||1742.40 |
|Total Expenses ||1773.13 ||1335.29 |
|Operating Profit (PBDIT) ||561.07 ||407.11 |
|Finance Cost ||54.94 ||94.79 |
|Depreciation ||149.06 ||138.64 |
|Profit before Tax ||357.07 ||173.68 |
|Other Comprehensive Income ||(11.68) ||(1.63) |
|Exceptional Items ||- ||- |
|Provision for Income Tax including Deferred Tax ||101.76 ||65.19 |
|Total Comprehensive Income ||243.63 ||106.86 |
|Appropriation || || |
|Dividend ||237.38 ||237.38 |
|Dividend Tax ||- ||- |
|Transfer to General Reserve ||- ||- |
|Total Appropriations ||237.38 ||237.38 |
|Earnings per Share: Basic and Diluted (in Rs.) Considering Extraordinary Items ||0.32 ||0.14 |
|Without Considering Extraordinary Items ||0.32 ||0.14 |
RESULTS OF OPERATIONS:
Total income earned during the year amounted to Rs. 2334.20 lakhs compared to that ofRs. 1742.40 lakhs in the previous financial year. This reflects increase of Rs. 591.80lakhs i.e. 33.96% this is mainly due to recovery of bad debts which were written off inearlier years. The profit before tax has increased from Rs. 173.68 lakhs in the previousfinancial year to Rs 357.07 lakhs in the current financial year. The Operating Profitduring the period under review is Rs. 561.07 lakhs as compared to Rs. 407.11 lakhs in theprevious financial year and the total operating expenses during the year amounted to Rs.1773.13 lakhs as compared to Rs. 1335.29 lakhs in the previous Financial Year. The futureprospects regarding the working of the Company and reasons for deviations in the incomeare provided in the Management Discussion and Analysis Report as Annexure VI ofthis report.
As required by IND AS- 110 Consolidated Financial Statements are provided in the latersection of the Annual Report.
(1) Software & E-Governance Services:
During the year the Company focused on the areas where higher margin was availablewith low risk factors. The revenue generated from this segment during the currentFinancial Year 2020-21 was Rs. 573.55 Lakhs as against Rs 519.99 Lakhs during the previousfinancial year. This reflects increase of 10.30% i.e. Rs. 53.56 Lakhs.
Learning Solution Segment mainly comprises ICT Phase IV 303 Schools Project 1172Schools Project. These PPP Projects could not have been a success without the cooperationextended by Employees Business Associates Vendors and Government officials. Most ofthese projects are in form of IT Infrastructure development and imparting of Computereducation through Satellite at school levels. The Company has massive plans for capturingthe advantage of Indian education expenditure planned through Govt. of India promoted PPPmodels across India fueled by Sarva Shiksha Abhiyan (SSA) Rastriya Madhyamik ShikshaAbhiyan (RMSA) and skill development initiatives. Company is also planning to leveragein-house software development and satellite-based technology skills for expansion inschool and coaching Business. During the year the revenue generated from this segment wasRs. 830.37 Lakhs as against Rs 719.32 Lakhs during the previous financial year. Thisreflects increase of 15.44% i.e. Rs. 111.05 Lakhs. During the year Company received four(4) new Projects:
1) RSLDC Project: We received new order from Rajasthan Skill and LivelihoodsDevelopment Corporation (RSLDC) for Rs. 3.25 crores for a period of 36 months for skillingof 250 rural poor youth under Deen Dayal Upadhyay Grameen Kaushalya Yojana (DDU-GKY)
2) RCSE Project: We received the Project for providing ICT computer lab relatedservices and supply of related items in 53 (21+32 Schools) Govt. Schools for Establishmentof ICT Computer Labs on BOOT Basis from Rajasthan Council of Schools Education (RCSE)worth Rs. 7.26 Crores (Approx.) for 5 Years.
3) ICT Phase V Project: We received the Project for providing Satellite EducationalService as per Govt. Syllabus and Supply of related items in 303 Government Schools forintegrated Scheme for Computer Education and information & communication Technology @Schools (Phase-V) on BOOT basis from RCSE worth Rs. 10.79 Crores (Approx.) over 27 Months.
4) ICT 525 School Project: We received the Project for "supply and installation ofComputer Systems Interactive Panel Printer UPS and Networking and Electrification etc.in 525 Government Schools with 5 years on site comprehensive warranty" for integratedscheme for Computer Education and Information and Communication Technology @ Schools onBOOT basis from RISL worth Rs. 66.99 Crores
(3) Wind Power Generation:
The Company has installed two wind power generation plants in Jaisalmer (Rajasthan)with capacity of 0.6 MW each two at Sikar (Rajasthan) with capacity of 0.6 MW each &One Plant at Krishna (Andhra Pradesh) with capacity of 0.8 MW. Total wind power generationcapacity is 3.2 MW. The operation and maintenance of all these wind power project has beenoutsourced to Wind World India Ltd. (previously known as Enercon India Limited). Duringthe year revenue generated from this segment amounted to Rs. 174.30 Lakhs as compared toRs. 171.41 Lakhs during the previous year ended on March 31 2020 which shows an increasein the revenue by 1.69% i.e. Rs. 2.89 Lakhs due to variation of generation of units duringthe year.
(4) Other Activities:
During the year revenue generated from other sources amounted to Rs. 755.99 Lakhs ascompared to Rs. 331.68 Lakhs during the previous year ended on March 31 2020 which showsan increase in the revenue by 127.93% i.e. Rs. 424.31 Lakhs. The changes in Profit is dueto recovery of bad debts write off earlier. The following chart depicts revenue generatedfrom operation for the year ended March 31 2021: -
DETAILS OF SUBSIDIARY COMPANY:
The Company has one subsidiary company i.e. CSL Infomedia Private limited Jaipur as onMarch 31 2021. There are no associates or joint venture companies within the meaning ofSection 2(6) of the Companies Act 2013 ("Act"). Subsidiary company diversify inmess business during the year. Pursuant to the provisions of Section 129(3) of the Act astatement containing the salient features of financial statements of the Company'ssubsidiary in Form AOC-1 is provided in the later section of the Annual Report afterFinancial Statements of the Company as Annexure IX.
Further pursuant to the provisions of Section 136 of the Act the Standalone financialstatements of the Company consolidated financial statements along with relevant documentsand separate audited financial statements in respect of subsidiary are available on thelater section of Annual Report. Financial Statements of CSL Infomedia Private Limited inrespect of subsidiary company is available on weblink athttp://compucom.co.in/mdocs-posts/financial-statements_csl-infomedia_2020-21/
During the year operations of subsidiary were reviewed as follows: -
CSL Infomedia Pvt. Ltd. is a material subsidiary Company of Compucom SoftwareLimited. It has earned total revenue of Rs. 393.61 Lakhs during the financial year 2020-21as compared to Rs. 308.10 Lakhs in the previous financial year which shows an increase of27.75% i.e. Rs. 85.51 Lakhs. The Company has incurred loss of Rs. 92.80 Lakhs as comparedto Rs. 101.04 Lakhs in the previous financial year. Overall contribution made by the CSLInfomedia Private Limited in the Holding Company was loss of Rs. 60.32 Lakhs due to whichtotal consolidated profit attributable to the owner of the Company reduced to Rs. 194.99Lakhs. The Company is mainly operating in multimedia Content Development Education TVSegment and Satellite Education. The Company has two satellite TV Channels; first channelis JAN TV which is broadcasting News & Current Affairs Entertainment EducationAgriculture and Social Empowerment related programs. Jan TV is available on Tata Sky DTHChannel No. 1185 Airtel DTH Channel number 355 all major OTT platforms like MXPLAYERJIO TV DAILYHUNT YouTube Live Streaming and on major cable networks across India. Jan TVis also available free on Android iPhone mobile phones and on PC through internet andmobile app. Company's second channel is JAN TV PLUS which is also broadcasting News &Current Affairs Entertainment Education Agriculture and Social Empowerment relatedprograms. JAN TV is a Free-To-Air (FTA) channel whereas JAN TV Plus is a Pay channel.
Both JAN TV and JAN TV Plus channels are empaneled with Department of Information andPublic Relations (DIPR) Government of Rajasthan. JAN TV is also empaneled with DAVP forgetting Central Government advertisement. JAN TV has taken BARC (Broadcast AudienceResearch Council) subscription for Television Audience Measurement Services. JAN TV nowhas a bureau office in Uttar Pradesh and trying to get empaneled with DIPR UP.
RESPONSE TO COVID-19 CHALLENGES:
The year 2020-21 was challenging. The COVID-19 pandemic had a significant impact onlives livelihoods and the businesses. In compliance with the lockdown order announced bythe Government and local authorities from time to time business operations were managedremotely to the extent possible. Due to outbreak of COVID-19 globally and in India theCompany's management has made initially assessment of likely adverse impact on businessand financial risks and believes that the impact is likely to be short term in nature. Themanagement does not see any medium to long term risks in the Company's ability to continueas a going concern and meeting its liabilities as and when they fall due.
Keeping the continuous track record of rewarding its shareholders your Directors arepleased to recommend a dividend @ 15% i.e. Rs. 0.30/- per Equity share of Rs. 2/- each forthe Financial Year 2020-21. The Income Tax Act 1961 ("the IT Act") as amendedby the Finance Act 2020 removed the Dividend Distribution Tax from the financial year2020-21. Total amount to be paid on account of proposed dividend is Rs. 23737555/-During the year 2020-21 amount paid by way of dividend was Rs. 23737555/- for the year2019-20. The Register of Members and Share Transfer Books will be closed from ThursdaySeptember 09 2021 to Wednesday September 15 2021 for the purpose of payment of thefinal dividend for the financial year ended on March 31 2021. Dividend declared &paid since the listing of shares of the Company:
|Financial Year ||Dividend Rate |
|2000-01 ||25% |
|2001-02 ||10% |
|2002-03 ||25% |
|2003-04 ||25% |
|2004-05 ||25% |
|2005-06 ||30% |
|2006-07 ||30% |
|2007-08 ||15% |
|2008-09 ||10% |
|2009-10 ||10% |
|2010-11 ||15% |
|2011-12 ||15% |
|2012-13 ||20% |
|2013-14 ||20% |
|2014-15 ||5% |
|2015-16 ||5% |
|2016-17 ||5% |
|2017-18 ||5% |
|2018-19 ||5% |
|2019-20 ||15% |
Book Value per Share
Details of Book value during the last 21 (Twenty One) years are as under:
|Financial Year ||No of Shares ||Face Value per Share ||Book Value per Share (in Rs.) |
|2000-01 ||5025000 ||10 ||55.74 |
|2001-02 ||5025000 ||10 ||65.60 |
|2002-03 ||5025000 ||10 ||69.00 |
|2003-04 ||5025000 ||10 ||79.90 |
|2004-05 ||5025000 ||10 ||90.79 |
|2005-06 ||5025000 ||10 ||98.73 |
|2006-07 ||5025000 ||10 ||105.89 |
|2007-08* ||25125000* ||2 (10) ||22.79 |
|2008-09** ||50250000** ||2 ||13.10 |
|2009-10 ||50250000 ||2 ||14.47 |
|2010-11*** ||79125188*** ||2 ||12.26 |
|2011-12 ||79125188 ||2 ||12.97 |
|2012-13 ||79125188 ||2 ||13.92 |
|2013-14 ||79125188 ||2 ||14.74 |
|2014-15 ||79125188 ||2 ||14.94 |
|2015-16 ||79125188 ||2 ||15.70 |
|2016-17 ||79125188 ||2 ||15.81 |
|2017-18 ||79125188 ||2 ||15.42 |
|2018-19 ||79125188 ||2 ||15.88 |
|2019-20 ||79125188 ||2 ||15.90 |
|2020-21 ||79125188 ||2 ||15.91 |
*Equity share of face value of Rs.10 each subdivided into equity share of Face value ofRs. 2/- each. Record date for the same was October 15 2007. ** The Company issued bonusshares in the ratio of 1:1. Record date for the same was December 26 2008. ***The Companyissued bonus shares in the ratio of 1:2. Record date for the same was October 20 2010.Preferential issue of 37.50 Lacs Equity shares allotted on November 4 2010.
The Company have one class of shares equity shares of par value Rs. 2 each.During the year there has been no change in the authorized and Paid up share capital ofthe Company. The Company have Rs. 200000000/- as authorized Share Capital divided into100000000 equity shares of Rs. 2/- each. The Company has Rs. 158250376/ - paid upshare capital.
DEPOSITS FROM PUBLIC:
During the financial year 2020-21 your Company has not accepted any deposits norrenewed any deposit falling within the definition of Section 73 74 and 76 of the Actread with the Companies (Acceptance of Deposits) Rules 2014.
LISTING OF SHARES:
Your Company's shares are listed at National Stock Exchange of India Ltd (NSE) BSELimited (BSE) and The Calcutta Stock Exchange Limited (CSE).The Company's Symbol at NSE isCOMPUSOFT and the Scrip Code of the Company at BSE is 532339 and at CSE is 13335. TheCompany had passed the resolution in the 26th Annual General Meeting for the delist itsshares from CSE for this Company made an application to CSE. Process of delisting iscontinuing and pending by the Calcutta Stock Exchange (CSE).
NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
4 (Four) meetings of Board of Directors were held during this financial year. The dateson which the Board Meetings were held are as follows: May 27 2020; July 22 2020; October30 2020; January 29 2021. The intervening gap between any two meetings was within theperiod prescribed by the Act Listing Regulations and clause 1.1 of Secretarial Standard1 issued by The Institute of Company Secretaries of India and relaxations provided by theMCA and SEBI. MCA & SEBI as a onetime relaxation extended the gap between twoconsecutive meetings of the Board to 180 days instead of 120 days as required in the Actby taking the relaxation your Company held the first meeting of the financial year 2020-21within 180 days instead of 120 days and the others Meetings were scheduled with a gap notexceeding 120 days between any two Meetings for the Financial Year under review. TheDetails of the Board Meetings and attendance at such meetings are provided in theCorporate Governance Report attached with the Annual Report as Annexure VII.
NOMINATION AND REMUNERATION POLICY:
The Nomination and Remuneration Policy of the Company containing selection andremuneration criteria of Directors senior management personnel and performance evaluationof Directors/Board/Committees/Chairman has been designed to keep pace with the dynamicbusiness environment and market-linked positioning. The Company has an appropriate mix ofexecutive non-executive and independent Directors to maintain the independence of theBoard and separate its functions of governance and management. The policy has been dulyapproved and adopted by the Board pursuant to the recommendations of the Nomination andRemuneration Committee of the Board. During the year no amendment was made in the saidpolicy. The Nomination and Remuneration policy is available on weblink athttp://compucom.co.in/mdocs-posts/nomination-and-remuneration-policy/ We affirm that theremuneration paid to the Directors is as per the terms laid out in the nomination andremuneration policy of the Company.
DETAILS OF CHANGES IN DIRECTORS AND KMPs DURING THE YEAR: Appointment
During the Financial Year 2020-21 Mr. Vaibhav Suranaa Promoter and Non-ExecutiveDirector of the Company was appointed as Whole Time Director designated as ExecutiveDirector of the Company for a term of 3 years from August 01 2020 to July 31 2023 by theshareholders in the 26thAnnual General Meeting held on September 23 2020
Mr. Satya Narayan Gupta was appointed as an Additional Director (Independent) by theBoard w.e.f. May 27 2020 and appointed by the shareholders as Independent Director in the26thAnnual General Meeting held on September 23 2020 for a term of 2 years from May 272020 to May 26 2022.
Mr. Amitabh Kaushik was appointed as an Additional Director (Independent) w.e.f.January 29 2021 on the Board of the Company and seeking his appointment as IndependentDirector in the ensuing Annual General Meeting for a period of 2 years commencing fromJanuary 29 2021 to January 28 2023. Resolution for his appointment are being proposed atthe 27thAnnual General Meeting and his Profile is included in the Notice of the 27thAnnualGeneral Meeting.
Mr. Satya Narayan Vijayvergiya was appointed as an Additional Director (Independent)w.e.f. June 15 2021 on the Board of the Company and seeking his appointment asIndependent Director in the ensuing Annual General Meeting for a period of 2 yearscommencing from June 15 2021 to June 14 2023. Resolution for his appointment are beingproposed at the 27thAnnual General Meeting and his Profile is included in the Notice ofthe 27thAnnual General Meeting.
Mr. Sanchit Jain and Mr. Ghisa Lal Chaudhary ceased to be the Director from May 172020 and February 10 2021 respectively upon completion of their terms as IndependentDirector during the financial year 2020-2021. Further the resignation of Dr. Satish Kumartook place on May 24 2021 i.e. after closure of Financial Year. Although theaforementioned change in board of directors occurred after the closure of financial yearhowever your directors find it prudent to keep their shareholders informed about the saidchange. The Board places on record its appreciation for their invaluable contribution andguidance.
Director Retire by Rotation
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mrs. TrishlaRampuria Non-Executive Director of the Company who was retired and being eligible wasre-appointed with the approval of members at the 26th Annual General Meeting held onSeptember 23 2020.
Further in accordance with the provisions of the Companies Act 2013 and the Articlesof Association of the Company Mr. Surendra Kumar Surana Chairman Managing Director andCEO of the company retires at the ensuing 27th Annual General Meeting and being eligibleseeks re-appointment. The Board recommends their reappointment.
Change in KMP
During the Financial Year 2020-21 there is no changes in KMP.
The Company believes in conducting its affairs in a transparent manner and adopts thehighest standards of professionalism and ethical behavior. Integrity is one of the keyvalues of the Company that it strictly abides by. Keeping that in view the Company hasestablished a vigil mechanism for Directors and employees to report concerns aboutunethical behavior actual or suspected fraud or violation of the Company's code ofconduct or ethics. The Whistle-Blower Policy/ Vigil Mechanism is available on weblink athttp://compucom.co.in/mdocs-posts/vigil-mechanism-policy/.
The Company as a policy condemns any kind of discrimination harassmentvictimization or any other unfair employment practice being adopted againstwhistle-blowers and provides adequate safeguard measures. It also provides a direct accessto the Chairman of the Audit Committee to raise concerns.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place anAnti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. The constitution of the ICC is as per the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the committee includesexternal member from NGOs or with relevant experience. All employees (permanentcontractual temporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed ofduring the year 2020-21
|Complaints ||Financial year 2020-21 |
|Number of complaints received during the year ||NIL |
|Number of complaints disposed during the year ||NIL |
|Number of complaints pending at the end of the year ||NIL |
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The Independent Directors of the Company have affirmed that they continue to meet allthe requirements of independence specified under sub-section (6) of section 149 of Act andthe Regulation 16(1)(b) of the Listing Regulations and all the independent directors haveregistered on databank of IICA. Further all necessary declarations with respect toindependence have been received from all the Independent Directors and also received theconfirmation that they have complied with the Code for Independent Directors prescribed inSchedule IV to the Act and the Code of the Company for Directors and Senior Managementpersonnel. According to Schedule V of Listing (Regulations) in the opinion of the boardthe independent directors fulfill the conditions specified in these regulations and areindependent of the management. There has been no change in the circumstances affectingtheir status as independent Directors of the Company.
Currently the Board of the Company has four committees namely Audit CommitteeNomination and Remuneration Committee Stakeholders' Relationship Committee and CorporateSocial Responsibility Committee. During the year all recommendations made by thecommittees were approved by the Board. The Composition and other Details of the Committeeare provided in the Corporate Governance Report attached with the Annual report as AnnexureVII.
CORPORATE SOCIAL RESPONSIBILITY:
In line with the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 your Company has undertaken variousCSR projects in the area of education which are in accordance with the Schedule VII of theAct and CSR Policy of the Company. The Company's CSR Policy is available on weblink athttp://compucom.co.in/mdocs-posts/csr-policy/ During the year the Company spent Rs. 9.79Lakhs (around 2.38% of the average net profits of last three financial years) on CSRactivities. The brief outline of CSR Policy Composition of CSR Committee are included inthe annual report on CSR activities which is annexed herewith and marked as Annexure I.Other details regarding the Corporate Social Responsibility Committee are provided in theCorporate Governance Report attached with the Annual report as Annexure VII.
FORMAL ANNUAL EVALUATION:
Your Company is following the most effective way to ensure that Board Membersunderstand their duties and adopt good governance practices. In furtherance to this theDirectors of your Company commit to act in good faith to promote the objects of theCompany for the benefit of its employees the Stakeholders including Shareholders thecommunity and for the protection of environment. Your Company has designed a mechanism asper the provisions of the Act Listing Regulations for the Evaluations of performance ofBoard Committees of Board & Individual Directors. The above mechanism is based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017. The manner in which the evaluation has been carried out has beenexplained in the Report on Corporate Governance forming part of this Report as "Annexure-VII".
FAMILIARIZATION PROGRAMME AND TRAINING TO INDEPENDENT DIRECTORS:
The Familiarization Programme of your Company aims to familiarize Independent Directorswith the Software industry scenario the Socio-economic environment in which your Companyoperates the business model the operational and financial performance of your Companyto update the Independent Directors on a continuous basis on significant developments inthe Industry or regulatory changes affecting your Company so as to enable them to takewell informed decisions in a timely manner. All new independent Directors inducted intothe Board attend an orientation program. The details of the familiarization programmeshave been hosted on weblink athttp://compucom.co.in/mdocs-posts/familiarization-programme-for-independent-Directors_2020-21/
INTERNAL FINANCIAL CONTROL SYSTEMS:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures. The Audit Committee reviews adherence to internal financial control systemsand internal Audit reports. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
During the Financial Year the Company has not given any Loan Provided any Guaranteeand Security. Particulars of the Investments made covered under section 186 of the Act areprovided in the Note No. 06 of the Standalone Financial Statements provided in this AnnualReport.
TRANSFER TO RESERVES:
Your Directors do not propose to transfer any amount to the general reserves of theCompany for the financial year ended on March 31 2021. AUDIT REPORTS AND AUDITORS:AUDIT REPORTS Statutory Auditor's Report
The Auditors' Report for Financial Year 2020-21 does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatements in this Annual Report.
Secretarial Audit Report
The Secretarial Auditor's Report for Financial Year 2020-21 does not contain anyqualification reservation or adverse remark. The Secretarial Auditors' Report is enclosedas Annexure II to the Board's Report in this Annual Report.
Cost Records and Cost Audit
The requirement for maintained of Cost Records for activity related to Education andWind Power Generation under section 148 (1) and Cost Audit as per Section 148(2) of theAct is not applicable on the Company.
Under Section 139 of the Act and the Rules made thereunder it is mandatory to rotatethe Statutory Auditors on completion of the maximum term permitted under the provisions ofthe Act. In line with the requirements of the Act M/s Sapra & Co. CharteredAccountants (FRN:003208C) was appointed as the Statutory Auditors of the Company to holdoffice for a period of five consecutive years from the conclusion of the 23rd AnnualGeneral Meeting of the Company held on September 27 2017 till the conclusion of the 28thAnnual General Meeting to be held in the year 2022 at such remuneration plus GST as may bemutually agreed between the Board of Directors and the Auditors. Requirement ofratification of Statutory Auditor at every General Meeting as per section 139(1) of theAct has been omitted by the Companies (Amendment) Act 2017 w.e.f. May 07 2018 as pernotification S. No. 1833(E). During the year the Statutory Auditors have confirmed thatthey satisfy the independence criteria required under Act Code of ethics issued byInstitute of Chartered Accountants of India and eligible to continue as Statutory Auditorsof the Company.
As per section 204 of Act read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 every Listed Company is required to appoint SecretarialAuditor to carry out Secretarial Audit of the Company. In consonance with the requirementsof Section 204 of the Act and rules made thereunder M/s V. M. & Associates CompanySecretaries (FRN: P1984RJ039200) was appointed as Secretarial Auditors to conduct theSecretarial Audit of the Company for the financial year 2020-21. The Board hasre-appointed M/s V. M. & Associates Company Secretaries (FRN: P1984RJ039200) asSecretarial Auditor of the Company in its meeting held on June 15 2021 to carry outSecretarial Audit for the financial year 2021-22. They are eligible to become theSecretarial Auditor as per the rules of the Act and Listing Regulations.
As per Section 138 of Act read with Companies (Accounts) Rules 2014 every ListedCompany is required to appoint Internal Auditor to carry out Internal Audit of theCompany. In consonance with the requirements of Section 138 of the Act and rules madethere under Mrs. Garima Gupta Chartered Accountant & Company Secretary Jaipur wasappointed to conduct the Internal Audit of the Company for the financial year 2020-21. TheBoard has appointed M/s Gupta Khandelwal & Associates Chartered Accountant(FRN:018912C) as an Internal Auditor of the Company in its meeting held on June 15 2021to carry out Internal Audit for the financial year 2021-22. They are eligible to becomethe Internal Auditor as per the rules of the Act and Listing Regulations.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review neither the Statutory Auditors nor the SecretarialAuditor in their Report respectively has reported to the Audit Committee under section143 (12) of the Act any instance of fraud committed against the Company by its officers oremployees the details of which would need to be mentioned in the Board's report.
Our corporate governance practices are a reflection of our value system encompassingour culture polices and relationships with our stakeholders. Integrity and transparencyare the keys to our corporate governance practices to ensure that we gain and retain thetrust of our stakeholders at all times. Corporate governance is about maximizingshareholder value legally ethically and sustainably. Our Board exercises its fiduciaryresponsibilities in the widest sense of the term. We also endeavor to enhance long-termshareholder value and respect minority rights in all our business decisions. The report onCorporate Governance for the financial year ended on March 31 2021 as per Regulation34(3) read with Schedule V of the Listing Regulations forms a part of this Annual Reportas Annexure VII.
AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE REPORT:
As required by the Listing Regulations the Auditors' certificate on corporategovernance is enclosed as Annexure VIII to the Board's Report. The Auditors'certificate for the Financial Year 2020-21 does not contain any qualification reservationor adverse remark.
The Company recognizes and embraces the importance of a diverse Board in its success.We believe that a truly diverse Board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundsage ethnicity race and gender that will help us retain our competitive advantage. TheBoard Diversity Policy adopted by the Board sets out its approach to diversity. The Policyis available on weblink at http://compucom.co.in/mdocs-posts/board-diversity-policy/
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Listing Regulations the ManagementDiscussion and Analysis Report forms as part of this Annual Report as Annexure VI whichdescribes the Management Discussion and Analysis of Financial Conditions and Results ofOperations of the Company describing the Company's objectives expectations orpredictions.
CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE AND OUTGO:
Your Company continuously strives to conserve energy adopt environment friendlypractices and employ technology for more efficient operations.
The particulars as prescribed under Section 134 (3) (m) of the Act read with the Rule8(3) of the Companies (Accounts) Rules 2014 are annexed to this Report as Annexure III.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Information on transactions with related parties pursuant to Section 188(1) forentering into such contract or arrangement in Form AOC-2 is annexed to this Report as AnnexureIV. All the transactions with the related party were in ordinary course of businessand on an arm's length basis and in accordance with the Section 188 of the Act read withthe Rules issued thereunder and the Listing Regulations
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to the percentage increase in remuneration ratio ofremuneration of each Director and Key Managerial Personnel (KMP) to the median ofemployees' remuneration and other details as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure V of the Board's Report. Details asrequired under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 with respect toinformation of top ten employees of the Company in terms of remuneration drawn will beprovided upon request by a Member. In terms of the provisions of Section 136(1) of theAct the Report and Accounts as set out therein are being sent to all the Members ofyour Company excluding the aforesaid Annexure which is available for inspection by theMembers at the Registered Office of the Company during business hours on all working daysof the Company up to the date of the Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary at theRegistered Office of your Company. None of the employees listed in the said Annexure is arelative of any Director of the Company. None of the employees hold (by himself or alongwith his/her spouse and dependent children) more than two percent of the equity shares ofthe Company.
EXTRACT OF ANNUAL RETURN:
An extract of the Annual Return in Form MGT-9 in compliance with Section 92(3) of theAct read with Rules made there under is available on weblink athttp://compucom.co.in/mdocs-posts/mgt-9_2020-21/
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of Section 124 of the Act read with the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 (the IEPF Rules') all unpaidand unclaimed dividends are required to be transferred by the Company to IEPF establishedby the Central Government under the provisions of Section 125 of the Act after completionof seven years. Further according to the IEPF Rules the shares on which dividend has notbeen paid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. During the year 2020-21 theCompany has transferred the unclaimed and unpaid dividends of Rs. 335087/-. Further39508 corresponding shares on which dividends were unclaimed for seven consecutive yearswere transferred as per the requirements of the IEPF Rules. No other amount is transferredto the IEPF Authority. The Details of Unpaid/ Unclaimed dividend lying in the unpaidaccount which are liable to be transferred to the IEPF and their due dates are providedin the Annexure-VII as Corporate Governance Report of this Report.
HUMAN RESOURCE MANAGEMENT:
Our professionals are our most important assets for this your Company draws itsstrength from a highly engaged and motivated workforce whose collective passion andcommitment has helped the organization scale new heights. Human Resource policies andprocesses have evolved to stay relevant to the changing demographics enhanceorganizational ability and remain compliant with the changing regulatory requirements. TheCompany has created a favorable work-environment that encourages innovation and nurturingof commercial and managerial talents in its operations. The focus of the Human ResourcesManagement is to ensure that we enable each and every employee to navigate the next notjust for clients but also for themselves. We have reimagined our employee valueproposition to make it more meaningful to our employees. The outbreak of COVID-19pandemic resulted in lot of fear insecurity and desperation across the world. Duringthese tough times the Company prioritized safety and wellbeing of its employees. Instrict adherence to the local guidelines the Company incorporated a culture of socialdistancing regular sanitization of office daily temperature check and allowed employeesto work from home.
The Company maintained healthy cordial and harmonious Industrial relations at alllevels. The Directors wish to place on record their appreciation for the valuablecontribution by the employees of the Company.
Continuous sustained commitment to the highest levels of quality best in class servicemanagement and robust information security practices helped the Company attain thefollowing milestone during the year. The Company is an ISO 9001:2015 organizationcertified by JAS-ANZ and ISO/IEC 27001:2013 certified by LMS Certification. Thesestandards enable us to identify risks at the initial planning stage of the project. TheCompany firmly believes in the pursuits of excellence to compete in this emerging andgrowing software market. Our focus has been on providing quality products and services toour customers. The Company achieved CMMI level-3 certification from Cunix and continues toimplement the certification quality level in its operation.
Pursuant to Section 134(3) (n) of the Act & under Regulations 21 of the ListingRegulations the Company had formulated a Risk Management Policy for dealing withdifferent kinds of risks which it faces in day to day operations of the Company. The RiskManagement Policy of the Company outlines different kinds of risks and risk mitigatingmeasures that are to be adopted by the Board. The Company has adequate internal controlsystems and procedures to combat the risk. The Risk management procedure is reviewed bythe Audit Committee and Board of Directors on a Yearly basis at the time of review ofYearly Financial Statement of the Company. This has also been covered in the ManagementDiscussion and Analysis forming part of this report. The Policy is available on theweblink http://compucom.co.in/mdocs-posts/risk-management/ Based on the framework ofinternal financial control and compliance systems established and maintained by theCompany the work performed by the internal statutory and secretarial auditors andexternal consultants including the Audit of internal financial controls over financialreporting by the statutory Auditors and the reviews performed by management and therelevant board committees including the audit committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during FinancialYear 2020-21.
CODE OF CONDUCT:
In compliance with Regulation 26(3) of the Listing Regulations and the Act the Companyhas framed and adopted a code of conduct and ethics for Board and Senior Management. ThisCode is applicable to the members of the Board the executive officers and all employeesof the Company and its Subsidiary. The Code is available on the weblinkhttp://compucom.co.in/mdocs-posts/code-of-conduct/. The certificate of CEO on theaffirmation of such Code of Conduct by the members of the Board and SMPs is provided inthe Corporate Governance Report attached with the Annual Report as Annexure VIIPREVENTION OF INSIDER TRADING:
In compliance with the provisions of Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 the Board has adopted a code ofconduct and code of practices and procedures for fair disclosure of unpublished pricesensitive information to preserve the confidentiality of price sensitive information toprevent misuse thereof and regulate trading by insiders. The code of practices andprocedures for fair disclosure of unpublished price sensitive information is alsoavailable on the weblinkhttp://compucom.co.in/mdocs-posts/code-of-cunduct-for-insider-trading/ along with thisCompany has also adopted a share dealing code for the prevention of insider trading in theshares of the Company. The share dealing code inter alia prohibits purchase / sale ofshares of the Company by employees while in possession of unpublished price sensitiveinformation in relation to the Company. The Company has automated the declarations anddisclosures to identified designated persons and the Board reviews the Code on a needbasis. The policy is available on our website at the following weblinkhttp://compucom.co.in/mdocs-posts/code-for-fair-disclosure-of-unpublished-price-sensitive-information/
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
DIRECTORS' RESPONSIBILITY STATEMENT:
In compliance with Section 134(5) of the Act the Board of Directors to the best oftheir knowledge and hereby confirm the following: (a) In the preparation of the annualaccounts the applicable Accounting Standards had been followed along with properexplanations relating to material departures; (b) The Directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company forthat period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; (d)The Directors had prepared the annual accounts on a going concern basis; (e) The Directorshad laid down internal financial control to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and (f) TheDirectors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system was adequate and operating effectively.
Other disclosures required as per Act Listing Regulations or any other laws and rulesapplicable are either NIL or NOT APPLICABLE to the Company.
The Directors take this opportunity to thank all Investors employees associates andbusiness partners clients strategic alliance partners technology partners vendorsfinancial institutions/banks for their continued support during the year. The Directorsplace on record their appreciation of the contribution made by all the employees at alllevels for their dedicated service and continued excellent work throughout the year. TheDirectors also thank the Government of India particularly the Ministry of Finance theMinistry of Corporate Affairs the Central Board of Direct Taxes the Central Board ofIndirect Taxes and Customs GST authorities the Reserve Bank of India Securities andExchange Board of India (SEBI) various departments under the state governments and unionterritories the Software Technology Parks (STPs) and other government agencies for theirsupport and look forward to their continued support in the future.
|For and on behalf of the Board of Directors || |
|For Compucom Software Limited || |
|Sd/- ||Sd/- |
|(Surendra Kumar Surana) ||(Vaibhav Suranaa) |
|Chairman Managing Director & CEO ||Executive Director |
|(DIN: -00340866) ||(DIN: - 05244109) |
|Place: Jaipur || |
|Date: August 12 2021 || |
|Registered Office: || |
|IT 14-15 EPIP Sitapura || |
|Jaipur-302022 (Rajasthan) || |