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Compucom Software Ltd.

BSE: 532339 Sector: Services
NSE: COMPUSOFT ISIN Code: INE453B01029
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VOLUME 4559
52-Week high 15.56
52-Week low 8.36
P/E
Mkt Cap.(Rs cr) 69
Buy Price 8.72
Buy Qty 5400.00
Sell Price 9.20
Sell Qty 96.00
OPEN 9.30
CLOSE 9.00
VOLUME 4559
52-Week high 15.56
52-Week low 8.36
P/E
Mkt Cap.(Rs cr) 69
Buy Price 8.72
Buy Qty 5400.00
Sell Price 9.20
Sell Qty 96.00

Compucom Software Ltd. (COMPUSOFT) - Director Report

Company director report

To

The Members

Compucom Software Limited

Your Company have immense pleasure in presenting their 24th Annual Report onthe business and operations of the Company together with Audited Financial Statements forthe financial year ended on March 31 2018.

Financial Results:

The highlights of the financial results for the financial year 2017-18 are as follows: (Rs. in Lakhs)
Particulars 31.03.2018 31.03.2017
Total Income 4948 5414
Total Expenses 3219 3526
Operating Profit (PBDIT) 1729 1888
Finance Cost 100 210
Depreciation 1202 1469
Profit before Tax 427 209
Other Comprehensive Income 12 12
Exceptional Items - -
Provision for Income Tax including Deferred Tax 131 35
Net Profit after Tax 308 186
Appropriation
Dividend 79 79
Dividend Tax 16 16
Transfer to General Reserve - -
Total Appropriations 95 95
Earnings per Share: Basic and Diluted (in Rs.)
Considering Extraordinary Items 0.39 0.24
Without Considering Extraordinary Items 0.39 0.24

Results of Operations:

Total income earned during the year amounted to Rs. 4948 lakhs compared to that of Rs.5414 lakhs in the previous financial year. This reflects decrease of Rs. 466 lakhs i.e.8.6% this is due to lower work order received in software segment and completion of oneproject under learning solutions. The profit before tax has increased from Rs. 209 lakhsin the previous financial year to Rs 427 lakhs in the current financial year.

The Operating Profit during the period under review is Rs. 1729 lakhs as compared toRs. 1888 lakhs in the previous financial year and the total operating expenses during theyear amounted to Rs. 3219 lakhs as compared to Rs. 3526 lakhs in the previous FinancialYear.

As required by IND AS- 110 Consolidated Financial Statements are provided in the latersection of the Annual Report.

Business Operations:

(1) Software & E-Governance Services:

During the year the Company focused on the areas where higher margin was availablewith low risk factors. The revenue generated from this segment during the currentFinancial Year 2017-18 was Rs. 401 Lakhs as against Rs 591 Lakhs during the previousfinancial year. This reflects decrease of 32.15% i.e. Rs. 190 Lakhs. Profit earned fromthis segment amount to Rs.99 Lakhs as compared to that of Rs. 293 Lakhs during theprevious Financial Year which has resulted in decrease of 66.21% i.e. Rs. 194 Lakhs. Theprofit is decreased due to completion of companies project iCARE Latest Release- Samsungand Tekmark and no any new project received.

(2) Learning Solutions:

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

The Company has been running successfully ICT Project Phase III worth Rs. 158.50Crore for 1373 Govt. Schools of Rajasthan. It has been commissioned in the month of Feb.2014 and will be a five (5) year project on BOOT model. The Company has massive plans forcapturing the advantage of Indian education expenditure planned through Govt. of Indiapromoted PPP models across India fuelled by Sarva Shiksha Abhiyan (SSA) RashtriyaMadhyamik Shiksha Abhiyan (RMSA) and skill development initiatives. Company is alsoplanning to leverage in-house software development and satellite based technology skillsfor expansion in school and coaching Business.

During the fourth quarter company has been awarded by 3 new projects:

1) 303 School Project: For supply of installation of Computer system printersUPS LED TV Projector etc. in 303 Govt. Secondary and Senior Secondary School (Phase-V)with 5 years on sight comprehensive warranty worth Rs. 11.87Crore(Approx).

2) 1172 School Project: For supply and installation of Computer Systems UPS andNetworking & Electrification etc. in 1172 Government Secondary/Senior SecondarySchools with five (5) year On-Site Comprehensive Warranty worth Rs. 32.99 Crores(Approx.).

3) ICT Phase IV: For providing education as per Govt. syllabus and supply ofrelated items in 525 Government Schools for integrated scheme for Computer Education (CE)and Information & Communication Technology (ICT) @ Schools (Phase-IV) as BOOT Modelworth Rs. 37.48 Crores (Approx.) for a period of Five (5) Years.

During the year the revenue generated from this segment was Rs. 4028 Lakhs as againstRs 4427 Lakhs during the previous financial year. This reflects decrease of 9.01% i.e.Rs. 399 Lakhs. The revenue is decreased due to completion of ICT Bihar Project. Theproject period is 5 years from the date of implementation and approximate valuation is Rs.46.72 Crores which was completed and new project run from next year.

(3) Wind Power Generation:

The Company has installed two wind power generation plants in Jaisalmer (Rajasthan)with capacity of 0.6 MW each two at Sikar (Rajasthan) with capacity of 0.6 MW each &One Plant at Krishna (Andhra Pradesh) with capacity of 0.8 MW. Total wind power generationcapacity is 3.2 MW. The operation and maintenance of all these wind power project has beenout-sourced to M/s Wind World India Ltd. (previously known as Enercon India Limited).

During the year revenue generated from this segment amounted to Rs. 141 as compared toRs. 171 Lakhs during the previous year ended on March 31 2017 which shows a decrease inthe revenue by 17.54% i.e. Rs. 30 Lakhs due to lower generation of units. Profit earnedfrom this segment amount to Rs. 26 Lakhs as compared to that of Rs. 43 Lakhs during theprevious Financial Year which has resulted a decrease of 39.53% i.e. Rs. 17 Lakhs due tovariation in generation of unit which is depend on weather.

(4) Treasury Activities:

During the year revenue generated from other sources amounted to Rs. 378 as compared toRs. 226 Lakhs during the previous year ended on March 31 2017 which shows an increase inthe revenue by 67.26% i.e. Rs. 152 Lakhs. The following chart depicts revenue generatedfrom operation for the year ended March 31 2018: -

Details of Subsidiary Companies

The Company has two subsidiary Companies:

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

During the year operations of following two subsidiaries were reviewed.

(A) ITneer Inc. is a wholly owned subsidiary Company of Compucom Software Limited.It has earned total revenue of US$ 869716 during the financial year 2017-18 as comparedto US $ 1238528 in the previous financial year. This reflects a decrease of approx.29.78% i.e. US $ 368812. The Company has earned profit of US$ 21305 as compared to theProfit of US $ 51947 in the previous financial year. The Company is operating out of itsown premises in Atlanta USA. It is headed by Promoter Director Mr. Ajay Kumar Surana. Thecopy of the audited accounts together with the independent auditor's report is providedin a separate Section of this Annual Report.

(B) CSL Infomedia Pvt. Ltd. is subsidiary Company of Compucom Software Limited. Ithas earned total revenue of Rs. 761 Lakhs during the financial year 2017-18 as compared toRs. 586 Lakhs in the previous financial year which shows an increase of 29.86% i.e. Rs.175 Lakhs. The Company has earned Profit of Rs. 236 Lakhs as compared to Rs. 71 Lakhs inthe previous financial year which shows an increase of 232.39% i.e. Rs. 165 Lakhs. TheCompany is mainly operating in multimedia Content Development Education TV Segment andSatellite Education. The copy of the audited accounts together with the independentAuditors Report is provided in a separate section of this Annual Report. The company hastwo TV Channel one "JAN TV" Satellite TV channel and "JAN TVPLUS" (an Infotainment Channel). Currently it is available on various cablenetworks across India and also available live on jantv.in Dividend

Keeping the continuous track record of rewarding its shareholders your Directors arepleased to recommend a dividend @ 5% i.e. Rs. 0.10/- per Equity share of Rs. 2/- each forthe Financial Year 2017-18 subject to approval of the shareholders at the ensuing AnnualGeneral Meeting.

Dividend declared & paid during last 15 (Fifteen) years:

Financial Year Dividend Rate
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%

Book Value per Share

Details of Book value during the last 18 (Eighteen) years are as under:

Financial Year No of Shares Face Value per share Book Value Per share
(in Rs.)
2000-01 5025000 10 55.74
2001-02 5025000 10 65.6
2002-03 5025000 10 69
2003-04 5025000 10 79.9
2004-05 5025000 10 90.79
2005-06 5025000 10 98.73
2006-07 5025000 10 105.89
2007-08** 25125000** 2 (10) 22.79
2008-09*** 50250000*** 2 13.1
2009-10 50250000 2 14.47
2010-11**** 79125188**** 2 12.26
2011-12 79125188 2 12.97
2012-13 79125188 2 13.92
2013-14 79125188 2 14.74
2014-15 79125188 2 14.94
2015-16 79125188 2 15.7
2016-17 79125188 2 15.81
2017-18 79125188 2 15.42

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

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

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

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

Share Capital

During the year there has been no change in the authorized and Paid up share capitalof the Company. The Company have 200000000/- authorized Share Capital divided in100000000 equity shares of RS. 2/- each. The Company has 158250376/ - paid up sharecapital.

Fixed Deposits/Deposits from Public

During the financial year 2017-18 your Company has not accepted any fixed deposits norrenewed any Fixed deposit falling within the definition of Section 73 74 and 76 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

Listing of Shares

Your Company's shares are listed at National Stock Exchange of India Limited (NSE) BSELtd (BSE) and Calcutta Stock Exchange Limited (CSE) and the listing fee for the financialyear 2018-19 has been duly paid. The Company's Symbol at NSE is COMPUSOFT and the ScripCode of the Company at BSE is 532339 and at CSE is 13335.

Number of Meetings of Board of Directors

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

May 29 2017; August 30 2017; December 12 2017; February 8 2018.

The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013 and SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 and SS-1 issued by The Institute of Company Secretaries of India. TheDetails of the Board Meetings and attendance at such meeting are provided in the CorporateGovernance Report attached with the Annual Report as Annexure VIII.

Nomination and Remuneration Policy

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

The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board. We affirm that the remuneration paid to the directors is asper the terms laid out in the nomination and remuneration policy of the Company. ThePolicy is also available on the weblink at compucom.co.in/Policies/NOMINATION%20AND%20REMUNERATION%20POLICY.pdf

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

Reappointment

During the Year 2017-18 Mrs Trishla Rampuria was re-appointed as she was liable toretire by rotation in the 23rd Annual General Meeting held on 27thSeptember 2017.

Dr. Satish Kumar was appointed as an Additional Director on the Board of the Companyw.e.f. 25th May 2018 and subject to the approval of the members at theensuing Annual General Meeting and his appointment is being regularized as Independent andNon-Executive Director on the terms and conditions as mentioned in the resolution ofNotice.

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

Mr. Shubh Karan Surana is liable to retire by rotation in the ensuing Annual GeneralMeeting and he doesn't want to reappoint.

Retirement

Dr. Anjila Saxena Independent Director was retired w.e.f. 2nd August 2018.She completed two term as Independent Director in the Company.

Vigil Mechanism

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

The Vigil Mechanism Policy is available on the weblinkcompucom.co.in/Policies/VIGIL%20MACHANISM%20POLICY.pdf

Disclosure under the Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013

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

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

The following is a summary of sexual harassment complaints received and disposed offduring the year 2017-18

• Number of complaints received: NIL

• Number of complaints disposed off: NIL

Declaration of independence by directors

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

Board Committees

Currently the Board of the Company has four sub-committees namely Audit CommitteeNomination and Remuneration Committee Stakeholder's Relationship Committee and CorporateSocial Responsibility Committee. The Composition and other Details of the Committee areprovided in the Corporate Governance Report attached with the Annual report as

Annexure VIII.

Corporate Social Responsibility

During the year the Company spent 19.12 Lakhs (around 2.82% of the average net profitsof last three financial years) on CSR activities. The annual report on CSR activities isannexed herewith marked as Annexure I.

Formal Annual Evaluation

As per the provisions of Schedule IV of the Companies Act 2013 and SEBI (Listingobligations and Disclosure Requirements) Regulations 2015 the formal annual evaluationsneed to be made by the Board of its own performance that of its committees and individualdirectors..

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

Familiarization Programme and Training to Independent Director

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

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

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

The details of familiarization programs given to the Independent Directors during theFinancial Year 2017-18 are as follows:

Name Industry/Market Technology trends Visit and introduction to Solar Plant Project Visit and Familiarization to CIITM Completion and Future outlook Total hours
Mr. R.P. Udawat 1 1.5 1.5 1 5
Dr. AnjilaSaxena 1 1.5 1 0.5 4
Mr. G.L. Chaudhary 1 1.5 0.5 1 4
Dr. Satish Kumar 1 1.5 1.5 1 5

Internal financial control systems

The Company has put in place an adequate system of internal control commensurate withits size and nature of business. These systems provide a reasonable assurance in respectof providing financial and operational information complying with applicable statutessafeguarding of assets of the Company and ensuring compliance with corporate policies. TheAudit Committee reviews adherence to internal financial control systems and internal auditreports. During the year such controls were tested and no reportable material weakness inthe design or operation were observed.

Loans guarantees and investments in securities by the company

During the Financial Year Company has not give any Loan Provide any Guarantee andSecurity. Particulars of the Investments made are provided in the standalone financialstatement Please refer Note 6 to the standalone financial statement.

Transfer to Reserves

Your directors do not propose to transfer any amount to the general reserves of thecompany for the financial year ended on March 31 2018.

Statutory Auditors and Auditors' Report

The Auditors Report to the shareholders for the Financial Year 2017-18 given by the M/sSapra & Co. does not contain any observation and qualification.

No frauds have been reported by the Auditors under Section 143(12) of the CompaniesAct 2013 requiring disclosure in the Board's Report.

M/s Sapra & Co. Chartered Accountants (FRN:003208C) appointed as Auditor of theCompany in the 23rd Annual General Meeting for five Consecutive years i.e. tillthe 28th Annual General Meeting at such remuneration plus GST as may bemutually agreed between the Board of Directors and the Auditors.

Requirement of ratification of Statutory Auditor at every General Meting as per section139(1) of the Companies Act 2013 which was ommited by the Companies (Amendment) Act 2017w.e.f. 5th May 2018 as per notification S.No. 1833(E)

Secretarial Audit Report

As per section 204 of Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 every Listed Company is required toappoint Secretarial Auditor to carry out Secretarial Audit of the Company. In consonancewith the requirements of Section 204 of the Companies Act 2013 and rules made thereunderM/s V. M. & Associates Company Secretaries was appointed as Secretarial auditors toconduct the secretarial audit of the Company for the financial year 2017-18.

A Secretarial Audit Report issued by M/s V. M. & Associates Company Secretaries(FRN:P1984RJ039200) in respect of the secretarial audit of the Company for the financialyear ended March 31 2018 is given as Annexure II to this Report. The Report doesnot contain any observation or qualification requiring explanation or comments from theBoard under Section 134(3) of the Companies Act 2013. The Secretarial Audit report forthe financial year ended March 31 2018 is self-explanatory and does not call for anyfurther comments.

The Board has re-appointed M/s V. M. & Associates Company Secretaries in PracticeJaipur as Secretarial Auditor of the Company to carry out secretarial audit for thefinancial year 2018-19.

Internal Audit Report

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

In consonance with the requirements of Section 138 of the Companies Act 2013 and rulesmade there under Mrs. Garima Gupta Chartered Accountant Jaipur was appointed toconduct the internal audit of the Company for the financial year 2017-18.

The Board has reappointed Mrs. Garima Gupta Chartered Accountant Jaipur as anInternal Auditor of the Company in its meeting held on May 29th 2018 to carryout internal audit for the financial year 2018-19.

Corporate Governance Report

The Company is committed to observe good corporate governance practices. The report onCorporate Governance for the financial year ended March 31 2018 as per Regulation 34(3)read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms a part of this Annual Report as Annexure VIII. Therequisite certificate from auditors of the Company confirming compliance with theconditions of Corporate Governance is annexed to this Annual report.

Management Discussion and Analysis Report

Statements in Management Discussion and Analysis of Financial Conditions and Results ofOperations of the Company describing the Company's objectives expectations orpredictions. Management Discussion and Analysis Report forms as part of this Annual Reportas Annexure VII.

Conservation of Energy Research & Development Technology Absorption ForeignExchange and Outgo

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

Change in KMP

During the Financial Year 2017-18 there is no any changes in KMP

Transactions with related parties

Information on transactions with related parties pursuant to Section 188(1) forentering into such contract or arrangement in Form AOC-2 is annexed to this Report as 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 Companies Act2013 read with the Rules issued thereunder and the Listing Regulations.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure V of the Board's Report.

Details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 withrespect to information of top ten employees of the Company in terms of remuneration drawnwill be provided upon request by a Member. In terms of the provisions of Section 136(1) ofthe Act 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 upto the date of the Annual General Meeting. If any Member is interested inobtaining a copy thereof such Member may write to the Company Secretary at the RegisteredOffice of your Company in this regard none of the employees listed in the said Annexure isa relative 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 of theCompanies Act 2013 read with Rules made there under is annexed to this Report as AnnexureVI.

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

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 dividend duefor refund which remains unpaid or unclaimed for a period of seven years from the date ofits transfer to unpaid dividend/unclaimed account is required to be transferred by thecompany to Investor Education and Protection Fund (IEPF) established by the CentralGovernment under the provisions of Section 125 of the Companies Act 2013. During the year2017-18 Rs. 89754/- was transferred to Investor Education and Protection Fund.

Human Resource Management

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

Trade Relations

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

Quality Assurance

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

The Company is an ISO 9001:2015 organization certified by JAS-ANZ and ISO/IEC27001:2013 certified by LMS Certification. These standards enable us to identify risks atthe initial planning stage of the project. The Company firmly believes in the pursuits ofexcellence to compete in this emerging and growing software market. Our focus has been onproviding quality products and services to our customers.

The Company achieved CMMI level-3 certification and continues to implement thecertification quality level in its operation.

Risk Management

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

Material Changes affecting the Company

During the Financial Year 2017-18 Company intends to venture into hospitality Industryand necessary steps are being undertaken in this regard and the Board of the Companyapproved the capital expenditure of upto Rs. Twenty-Five Crores (250000000) forventuring into star rating Hotel Business.

Code of Conduct

In compliance with Regulation 26(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has framed andadopted a code of conduct and ethics for Board and Senior Management (The Code) . The Codeis applicable to the members of the Board the executive officers and all employees of theCompany and its Subsidiaries. The Code is available on the weblinkcompucom.co.in/Policies/CODE%20OF%20CONDUCT%20FOR%20BOARD%20MEMBERS%20&%20SENIOR%20MANAGEMENT.pdf

Cost Records

In Compliance with Regulation prescribed by the Central Government under section 148(1)of the Act the Company maintained Cost Records for activity related to Education and WindPower Generation.

Prevention of Insider Trading

In compliance with the provisions of Securities Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board has adopted a code of conduct and code ofpractices and procedures for fair disclosure of unpublished price sensitive information topreserve the confidentiality of price sensitive information to prevent misuse thereof andregulate trading by insiders. The code of practices and procedures for fair disclosure ofunpublished price sensitive information is also available on the weblinkcompucom.co.in/Policies/CODE%20OF%20CONDUCT%20TO%20REGULATE%20MONITER%20AND%20REPORT%20TRADING%20BY%20INSIDERS.pdf

Credit Rating

During the year the Company's credit rating for long-term bank facilities wereupgraded by one notch up from CARE BBB-(Triple B Minus) to CARE BBB+ (Triple B Plus)which denotes adequate degree of safety regarding timely servicing of financialobligations. Moreover short-term bank facilities were CARE A3 (A Three) which denotesstrong degree of safety regarding timely servicing of financial obligations

Directors' Responsibility Statement

Based on the framework of internal financial controls established and maintained by thecompany reviews performed by management in concurrence with the Audit committee theCompany's internal financial controls were adequate and effective as on 31stMarch 2018.

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

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

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

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial control to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

Explanation. For the purposes of this clause the term "internal financialcontrols" means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information;

(f) The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system was adequate and operating effectively.

Other Disclosure

No other disclosure are required as per Companies Act 2013 of SEBI (Listing Obligationand Disclosure Requirement) Regulation 2015.

Acknowledgement

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

By order of the Board
For Compucom Software Limited
Sd/- Sd/-
(Surendra Kumar Surana) (Shubh Karan Surana)
Managing Director & CEO Director
(DIN:-00340866) (DIN:- 00341082)
Place: Jaipur
Date: August 13 2018