compucom software ltd Directors report

To

The Members,

Compucom Software Limited

Your Company has immense pleasure in presenting their 29^th Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended on March 31, 2023.

FINANCIAL RESULTS:

The highlights of the financial results for the financial year 2022-23 are as follows:

Particulars	31.03.2023	31.03.2022
Total Income	5364.33	4864.01
Total Expenses	4015.73	2711.46
Operating Profit (PBDIT)	1348.60	2152.55
Finance Cost	39.66	46.91
Depreciation	676.58	316.50
Exceptional Items	98.50	-
Profit before Tax	730.86	1789.14
Provision for Income Tax including Deferred Tax	266.31	502.03
Profit After Tax	464.55	1287.11
Other Comprehensive Income	19.07	22.93
Total Comprehensive Income	483.62	1310.04
Appropriation
Dividend	316.50	316.50
Dividend Tax	-	-
Transfer to General Reserve	-	-
Total Appropriations	316.50	316.50
Earnings per Share: Basic and Diluted (in Rs.) Considering Extraordinary Items	0.59	1.63
Without Considering Extraordinary Items	0.59	1.63

RESULT OF OPERATIONS:

Total income earned during the year amounted to Rs.5364.33 Lakhs compared to that of Rs.4864.01 Lakhs in the previous financial year. This reflects an increase of Rs.500.32 Lakhs i.e.10.29%. This is mainly due to recovery of bad debts which were written off in earlier years and earnings from new projects. The profit before tax has decreased from Rs. 1789.14 Lakhs in the previous financial year to Rs. 730.86 Lakhs in the current financial year.

The Operating Profit during the period under review is Rs.1348.60Lakhs as compared to Rs. 2152.55 Lakhs in the previous financial year and the total operating expenses during the year amounted to Rs. 4015.73 Lakhs as compared to Rs. 2711.46 Lakhs in the previous Financial Year.

The future prospects regarding the working of the Company and reasons for deviations in the income are provided in the Management Discussion and Analysis Report as Annexure VI of this report.

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

BUSINESS OPERATIONS:

(1) Software & E-Governance Services:

E-Governance Segment mainly comprises projects like RISL, BOCW, LDMS and eVault System. During the year, the Company focused on the areas where a higher margin was available with low risk factors. The revenue generated from this segment during the current Financial Year 2022-23 was Rs. 899.70 Lakhs as against Rs 800.84 Lakhs during the previous financial year. This reflects an increase of 12.34% i.e. Rs. 98.86 Lakhs.

(2) Learning Solutions:

The Learning Solution Segment mainly comprises ICT Phase IV, ICT Phase V, 303 Schools Project, 1172 Schools Project, ICT 525 School Project, RSLDC and RCSE Project. These PPP Projects could not have been a success without the cooperation extended by Employees, Business Associates, Vendors and Government officials. Most of these projects are in the form of IT Infrastructure development and imparting of Computer education through Satellite at school levels.

The Company has massive plans for capturing the advantage of Indian education expenditure planned through Govt. of India promoted PPP models across India fueled by Sarva Shiksha Abhiyan (SSA), Rastriya Madhyamik Shiksha Abhiyan (RMSA) and skill development initiatives. The company is also planning to leverage in-house software development and satellite-based technology skills for expansion in school and coaching Business.

During the year the revenue generated from this segment was Rs. 4023.92 Lakhs as against Rs 1682.78 Lakhs during the previous financial year. This reflects an increase of 139.12% i.e. Rs. 2341.14 Lakhs due to the reason that we received 525 school projects of Rs. 57 crores for installation of C Band Antenna, set up box and providing educational services as per Govt. Syllabus on boot basis, in previous year which was started from the 4^th quarter of previous year, but it remained in operation for the full year 2022-23. We received another project of 398 schools for supply and installation of computer systems, Printers, UPS, networking and installation etc. with 5 years onsite comprehensive warranty and started operations and booked income of Rs. 14.42 crores in the 4^th quarter of the current year 2022-23.

During the year Company received Three (3) New RCSE Projects:

i. We have received a Letter of Acceptance by Rajasthan Council for School Education (A Govt. of Rajasthan Undertaking) for Supply, Installation and Training/Education thru Computer Systems, Printer, UPS and Networking & Electrification etc. in 412 Government Schools with 5 years on-site comprehensive warranty worth approximately Rs. 59.77 Crores (Rupees Fifty-Nine Crores Seventy-Seven Lakhs Only).

ii. We have received Letter of Acceptance by Rajasthan Council for School Education (A Govt. of Rajasthan Undertaking) for Supply and Installation of Computer Systems, Thin Client, VC System, UPS and Networking, Electrification etc. in 301 BRC with 5 years on-site comprehensive warranty under ICT Schools scheme worth approximately Rs. 18.27 Crores (Rupees Eighteen Crores Twenty-Seven Lakhs Only).

iii. We have been awarded a work order by Rajasthan Council for School Education (A Govt. of Rajasthan Undertaking) for Supply and Installation of Computer Systems, Printer, UPS and Networking, Electrification and IT based Education etc. in 398 Governments Schools for ICT Computer Labs with 5 years on-site comprehensive warranty under ICT Schools scheme worth Rs. 58.00 Crores (Approx.).

(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 generation capacity is 3.2 MW. The operation and maintenance of all these wind power project has been outsourced to Wind World India Ltd. (Formerly known as Enercon India Limited).

During the year revenue generated from this segment amounted to Rs. 186.52 Lakhs as compared to Rs. 199.95/-Lakhs during the previous year, which shows a decrease in the revenue of 6.72% i.e. Rs. 13.43 Lakhs due to variation of generation of units during the year.

(4) Other Activities

During the year revenue generated from other sources amounted to Rs.352.69 Lakhs as compared to Rs. 2,180.44 Lakhs during the previous year, which shows a decrease in the revenue of 83.82% i.e. Rs. 1827.75 Lakhs. The change in Profit is due to recovery of bad debts written off earlier and received profit on sale of investment in Mutual fund.

The following chart depicts revenue generated from operation for the year ended March 31, 2023:

DETAILS OF SUBSIDIARY COMPANY:

The Company has one subsidiary company i.e. CSL Infomedia Private limited, Jaipur as on March 31, 2023. There is no associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiary in Form AOC-1 is provided in the later section of the Annual Report after Financial Statements of the Company as Annexure IX.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone financial statements of the Company, consolidated financial statements along with relevant documents are available in the later section of the Annual Report. Financial Statements of CSL Infomedia Private Limited is available on weblink at https://compucom.co.in/mdocs-posts/financial-statements_csl-infomedia_2022-23/ During the year, operations of subsidiary were reviewed as follows: -

CSL Infomedia Pvt. Ltd. Is a material subsidiary Company of Compucom Software Limited. It has earned total revenue of Rs.1068.77 Lakhs during the financial year 2022-23 as compared to Rs. 671.72 Lakhs in the previous financial year, which shows an increase of 59.11% i.e. Rs.397.05 Lakhs. The Companys profit after tax" for the financial year 2022-23 was Rs. 56.91 Lakhs as compared to a loss of Rs.13.60 Lakhs during the previous financial year i.. e. 2021-22. Overall contribution made by the CSL Infomedia Private Limited in the Holding Company was Profit of Rs. 36.99 Lakhs. However, the profit after tax of Compucom Software Limited has reduced significantly from Rs. 1287.11 Lakhs in financial year 2021-22 to Rs. 464.55 Lakhs in the financial year 2022-23 due to which total consolidated profit attributable to the owner of the Company reduced to Rs. 501.54 Lakhs.

CSL Infomedia Private Limited has efficaciously completed 11 years of operations of its Satellite TV Channel JAN TV which is a vehicle of Educational, financial, Social and Political change. This channel offers education, news, Employment, talent development, Agriculture, Tourism, Healthcare, spiritual, sports activities, entertainment and information and cutting-edge affairs primarily based packages. JAN TV is available on Tata Play DTH Channel No. 1185, Airtel DTH Channel No. 355, all predominant OTT systems like JIO TV, DAILYHUNT, You Tube Live Streaming and on foremost cable networks throughout India. Lately JAN TV additionally signed an agreement with JIO Fiber for putting JAN TV on its platform called JIO TV Plus channel no. 1384. JAN TV is empaneled with DIPR, Rajasthan for getting Rajasthan government advertisements and DAVP for getting Central Government advertisement. JAN TV has additionally got empanelment with IPRD, Uttarakhand for getting Uttarakhand Government advertisement.

DIVIDEND:

Keeping the continuous track record of rewarding its shareholders, your directors are pleased to recommend a dividend @ 20% i.e. Rs. 0.40/- per Equity share of Rs. 2/- each for the Financial Year 2022-23. The total amount to be paid on account of the proposed dividend is Rs. 3,16, 50,075.20/- for the financial year 2022-23. The amount paid by way of dividend was Rs. 316, 50,075.20/- for the preceding financial year 2021-22.

The Register of Members and Share Transfer Books will be closed from Thursday, September 14, 2023, to Wednesday, September 20, 2023, for the purpose of payment of the final dividend for the financial year ended on March 31, 2023. Dividend declared & paid since the listing of shares of the Company:

Financial Year	Dividend Rate
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%
2020-21	15%
2021-22	20%

BOOK VALUE PER SHARE:

Book value during the financial year 2022-23 is Rs. 17.47 per share.

SHARE CAPITAL:

The Company has 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 of the Company. The Company have Rs. 20,00,00,000/- as authorized Share Capital divided into 10,00,00,000 equity shares of Rs. 2/- each. The Company has Rs. 15,82,50,376/ - paid up share capital.

DEPOSITS FROM PUBLIC:

During the financial year 2022-23, your Company has not accepted any deposits nor renewed any deposit, falling within the definition of Section 73, 74 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

LISTING OF SHARES:

Your Companys shares are listed at National Stock Exchange of India Ltd (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). The Companys Symbol at NSE is COMPUSOFT and the Scrip Code of the Company at BSE is 532339 and at CSE is 13335. The Company passed the resolution in the 26^th Annual General Meeting to delist its shares from CSE, for this Company made an application to CSE. Since CSE delisting is in process and pending by the Calcutta Stock Exchange (CSE).

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

5 (Five) meetings of the Board of Directors were held during this financial year. The dates on which the Board Meetings were held are as follows: May 24, 2022; July 23, 2022; November 10, 2022; November 28, 2022: February 10, 2023.

The intervening gap between any two meetings was within the period prescribed by the Act, Listing Regulations, and clause 1.1 of Secretarial Standard 1 issued by The Institute of Company Secretaries of India. The Details of the Board Meetings and attendance at such meetings are provided in the Corporate Governance Report attached with the Annual Report as Annexure VII.

NOMINATIONAND REMUNERATION POLICY:

The Nomination and Remuneration Policy of the Company, containing selection and remuneration criteria of Directors, Senior Management Personnel and performance evaluation of Directors/Board/Committees/Chairman, has been designed to keep pace with the dynamic business environment and market-linked positioning. The Company has an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination and Remuneration Committee of the Board.

During the year an amendment was made to the said policy. The updated Nomination and Remuneration policy is available on the weblink at https://compucom.co.in/mdocs-posts/nomination-and-remuneration-policy-2/ We affirm that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

DETAILS OF CHANGES IN DIRECTORS AND KMPs DURING THE YEAR: Appointment and Retirement

Mr. Satya Narayan Gupta ceased to be Independent Director from May 26, 2022, due to completion of tenure. He had been reappointed as an Additional Director (Independent) approved by the Board in the Board Meeting held on May 24, 2022. Further his appointment was regularized by the shareholders as an Independent Director in the 28^th Annual General Meeting held on August 24, 2022, for a term of 2 years commencing from May 27, 2022, to May 26, 2024.

Mr. Ajay Kumar Surana was appointed by the shareholders as Non-Executive Promoter Director in the 28^th Annual General Meeting. His appointment is effective from the date of the Annual General Meeting i. e. August 24, 2022.

Dr. Baldev Singh was appointed by the shareholders as an Independent Director in the 28^thAnnual General Meeting held on August 24, 2022, on the Board of the Company for a period of 3 years commencing from August 24, 2022, to August 23, 2025. Mr. Amitabh Kaushik ceased to be Independent Director from January 28, 2023, due to completion of tenure. His appointment was regularized by the shareholders as an Independent Director in the 28^thAnnual General Meeting held on August 24, 2022, for a term of 3 years commencing from January 29, 2023, to January 28, 2026.

Mr. Surendra Kumar Surana ceased to be Chairman, Managing Director (CMD) and Chief Executive officer from July 09, 2022, due to completion of tenure. He had been re-appointed by the shareholders as Chairman, Managing Director (CMD) and Chief Executive Officer in the 28^th Annual General Meeting held on August 24, 2022, for a period of 3 years commencing from July 10, 2022, to July 09, 2025.

Further, Mr. Satya Narayan Vijayvergiya ceased to be Independent Director from June 14, 2023, due to completion of tenure. His appointment was regularized by the shareholders as an Independent Director in the 28^thAnnual General Meeting held on August 24, 2022, for a term of 3 years commencing from June 15, 2023, to June 14, 2026.

Although this change in the board of directors pertains to the period after the closure of the financial year, your directors find it prudent to keep their shareholders informed about the said change.

The Board places on record its appreciation for their invaluable contribution and guidance.

Director Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Vaibhav Suranaa, Executive Director of the company who was retired and being eligible, was re-appointed with the approval of members at the 28^th Annual General Meeting held on August 24, 2022.

Further, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the company Mrs. Trishla Rampuria, Non-Executive Director of the company retires at the ensuing 29^th Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.

Change in KMP

During the Financial Year 2022-23 Mr. Surendra Kumar Surana had been re-appointed by the shareholders as Chairman, Managing Director (CMD) and Chief Executive Officer in the 28^thAnnual General Meeting held on August 24, 2022, for a period of 3 years commenced from July 10, 2022, to July 09, 2025.

VIGIL MECHANISM:

The Company believes in conducting its affairs in a transparent manner and adopts the highest standards of professionalism and ethical behavior. Integrity is one of the key values of the Company that it strictly abides by. Keeping that in view the Company has established a vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics.

The revised Whistle-Blower Policy/ Vigil Mechanism is available on weblink at https://compucom.co.in/mdocs-posts/vigil-mechanism-policy-3/.

This policy encourages Directors, employees to bring to your companys attention, all instances of illegal or unethical conducts, actual or suspected incidents of fraud, actions that effects the operational & financial integrity and actual or suspected instance of leak of unpublished price sensitive information that could adversely impact operations, business performance and/or reputation.

No personnel have been denied access to the Audit Committee for the matters pertaining to the Vigil Mechanism Policy. The implementation of the Policy was done by the Audit Committee.

During the year no whistle blower events were reported.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working on its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The constitution of the ICC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external member from NGOs or with relevant experience. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2022-23

Complaints	Financial year 2022-23
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 all the requirements of independence specified under sub-section (6) of section 149 of the CompaniesAct2013 ("The Act") and the Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and all the independent directors have registered on databank of IICA. Further, all necessary declarations with respect to independence have been received from all the Independent Directors and also received the confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of the Company for Directors and Senior Management personnel. In the opinion of the board, the independent directors possess the requisite integrity, expertise and experience, proficiency and are persons of high integrity and repute. They fulfill the conditions specified in the Act, the rules made thereunder, listing regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

BOARD COMMITTEES:

In the beginning of the year, there were four Committees of the Board namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

As per section 135(9) of the Companies Act 2013 where the amount to be spent by a Company on CSR does not exceed fifty lakh rupees, the requirement of constitution of the Corporate Social Responsibility Committee shall not be applicable. As the Company falls under this limit, therefore Company dissolved the Corporate Social Responsibility Committee with effect from May 25, 2022 and thereafter functions of such Committee are discharged by the Board of Directors of Company.

In the Board meeting dated May 24, 2022, the Board resolved to constitute Borrowing Committee for the purpose of delegating powers relating to various credit facilities to be taken by Company.

Currently, the Board of the Company has four Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Borrowing Committee.

During the year, all recommendations made by the committees were approved by the Board.

The Composition and other Details of the Committees are provided in the Corporate Governance Report attached with the Annual report as Annexure VII.

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 various CSR projects in education and eradication of hunger & poverty which are in accordance with the Schedule VII of the Act and CSR Policy of the Company. The Companys CSR Policy is available on weblink at https://compucom.co.in/mdocs-posts/csr-policy-2/. During the year, the Company spent Rs. 15.34 Lakh (2% of the average net profits of the last three financial years) on CSR activities. The brief outline of CSR Policy, Composition of CSR Committee is included in the annual report on CSR activities, which is annexed herewith and marked as Annexure I.

FORMALANNUAL EVALUATION:

Your Company is following the most effective way to ensure that Board Members understand their duties and adopt good governance practices. In furtherance to this, the Directors of your Company commit to act in good faith to promote the objects of the Company for the benefit of its employees, the Stakeholders including Shareholders, the community and for the protection of the environment. Your Company has designed a mechanism as per the provisions of the Act, Listing Regulations for the Evaluations of performance of Board, Committees of Board & Individual Directors. The above mechanism is based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017. The manner in which the evaluation has been carried out has been explained 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 Directors with the Software industry scenario, the Socio-economic environment in which your Company operates, the business model, the operational and financial performance of your Company, to update the Independent Directors on a continuous basis on significant developments in the industry or regulatory changes affecting your Company, to enable them to take well informed decisions in a timely manner. All new independent Directors inducted into the Board attend an orientation program. The details of the familiarization programmes have been hosted on weblink at https://compucom.co.in/mdocs-posts/familiarization-programmes_2022-23/.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Audit Committee reviews adherence to internal financial control systems and internal Audit reports. During the year, such controls were tested and no reportable material 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 Guarantee and Security. Particulars of the Investments made covered under section 186 of the Act are provided in Note No. 06 of the Standalone Financial Statements provided in this Annual Report.

TRANSFER TO RESERVES:

Your directors do not propose to transfer any amount to the general reserves of the Company for the financial year ending on March 31, 2023.

AUDIT REPORTS AND AUDITORS: AUDIT REPORTS

Statutory Auditors Report

The Auditors Report for Financial Year 2022-23 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report

The Secretarial Auditors Report for Financial Year 2022-23 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as Annexure II to the Boards Report in this Annual Report.

Cost Records and Cost Audit

The requirement for maintenance of Cost Records for activity related to Education and Wind Power Generation under section 148(1) and Cost Audit as per Section 148(2) of the Act is not applicable on the Company.

AUDITORS Statutory Auditors

At the 28^th AGM held on August 24, 2022, the members of the Company had appointed M/s. S. Misra & Associates, Chartered Accountants (FRN:004972C) as the Statutory Auditors of the Company for an initial term of five years till the conclusion of the 33^rd AGM of the Company to be held in the year 2027.

In accordance with the Companies Amendment Act, 2017, enforced by the Ministry of Corporate Affairs on May 7, 2018, the appointment of the Statutory Auditors is not required to be ratified at every Annual General Meeting. The Statutory Auditors have confirmed that they comply with all the requirements and criteria and are qualified to continue to act as the Statutory Auditors of the Company.

Secretarial Auditors

As per section 204 of Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Act and rules made thereunder, M/s V. M. & Associates, Company Secretaries, (FRN: P1984RJ039200) was appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2022-23.

The Board has re-appointed M/s V. M. & Associates, Company Secretaries, (FRN: P1984RJ039200) as Secretarial Auditor of the Company in its meeting held on May 22, 2023, to carry out Secretarial Audit for the financial year 2023-24. They are eligible to become the Secretarial Auditor as per the rules of the Act and Listing Regulations.

Internal Auditors

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

In consonance with the requirements of Section 138 of the Act and rules made there under, M/s Gupta Khandelwal & Associates, Chartered Accountants,(FRN:018912C)Jaipur, was appointed to conduct the Internal Audit of the Company for the financial year 2022-23.The Internal Audit Report is received by the Company and the same is reviewed and taken on record by the Audit Committee and Board of Directors.

The Board has appointed Mr. Amit Arora, Finance Executive, as an Internal Auditor of the Company in its meeting held on May 22, 2023, to carry out Internal Audit for the financial year 2023-24. He is eligible to become the Internal Auditor as per the rules of the Act.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, Internal Auditor, Statutory Auditor and Secretarial Auditor in their respective Reports have not reported to the Audit Committee, under section 143 (12) of the Act, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

CORPORATE GOVERNANCE:

Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and transparency are the keys to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

The report on Corporate Governance for the financial year ended on March 31, 2023, as per Regulation 34(3) read with Schedule V of the Listing Regulations forms a part of this Annual Report as Annexure VII.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE REPORT:

As required by the Listing Regulations the Auditors certificate on corporate governance is enclosed as Annexure VIII to the Boards Report. The Auditors certificate for the Financial Year 2022-23 does not contain any qualification, reservation or adverse remark.

BOARD DIVERSITY:

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, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The Policy is 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 Management Discussion and Analysis Report forms as part of this Annual Report as Annexure VI which describes the Management Discussion and Analysis of Financial Conditions and Results of Operations of the Company describing the Companys objectives, expectations or predictions.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUTGO:

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

The particulars as prescribed under Section 134 (3) (m) of the Act read with Rule 8(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) for entering into such contract or arrangement in Form AOC-2 is annexed to this Report as Annexure IV. All the transactions with the related party were in ordinary course of business and on an arms length basis and in accordance with the Section 188 of the Act, read with the Rules issued there under and the Listing Regulations

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to the percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees remuneration, and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure V of the Boards Report.

Details as required 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 to information of top ten employees of the Company in terms of remuneration drawn will be provided upon request of members.

In terms of the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days of the Company up to the date of the Annual

General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary at the Registered Office of your Company. None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

ANNUAL RETURN:

The Annual Return in compliance with Section 92(3) of the Act read with Rules made there under is available on weblink at https://compucom.co.in/mdocs-posts/annual-return_2021-22-2/

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 unpaid and unclaimed dividends are required to be transferred by the Company to IEPF, established by the Central Government under the provisions of Section 125 of the Act, after completion of seven years. Further according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year 2022-23, the Company transferred the unclaimed and unpaid dividends of Rs. 95826/-. Further, 72,398 corresponding shares on which dividends were unclaimed for seven consecutive years were also transferred as per the requirements of the IEPF Rules. No other amount is transferred to the IEPF Authority. The Details of Unpaid/ Unclaimed dividend lying in the unpaid account which are liable to be transferred to the IEPF, and their due dates are provided in the Annexure-VII as Corporate Governance Report of this Report. The details of Unpaid/ Unclaimed dividend is available on Companys Website www.compucom.co.in

HUMAN RESOURCE MANAGEMENT:

Our professionals are our most important assets, for this your Company draws its strength from a highly engaged and motivated workforce, whose collective passion and commitment has helped the organization scale new heights. Human Resource policies and processes have evolved to stay relevant to the changing demographics, enhance organizational ability and remain compliant with the changing regulatory requirements. The Company has created a favorable work-environment that encourages innovation and nurturing of commercial and managerial talents in its operations. The focus of Human Resources Management is to ensure that we enable each and every employee to navigate the next, not just for clients, but also for themselves. We have re-imagined our employee value proposition, to make it more meaningful to our employees.

TRADE RELATIONS:

The Company maintained healthy, cordial and harmonious Industrial relations at all levels. The Directors wish to place on record their appreciation for the valuable contribution by the employees of the Company.

QUALITY ASSURANCE:

Continuous sustained commitment to the highest levels of quality, best-in-class service management and robust information security practices helped the Company attain the following milestone during the year.

The Company is an ISO 9001:2015 organization. This standards enable us to identify risks at the initial planning stage of the project. The Company firmly believes in the pursuit of excellence to compete in this emerging and growing software market. Our focus has been on providing quality products and services to our customers.

RISK MANAGEMENT:

Pursuant to Section 134(3) (n) of the Act & under Regulations 21 of the Listing Regulations, the Company had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. The Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures that are to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure is reviewed by the Audit Committee and Board of Directors on a yearly basis at the time of review of the Yearly Financial Statement of the Company. This has also been covered in the Management Discussion and Analysis, forming part of this report. The Policy is available on the weblink http://compucom.co.in/mdocs-posts/risk-management/ Based on the framework of internal financial control and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the Audit of internal financial controls over financial reporting by the statutory Auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2022-23.

CODE OF CONDUCT:

In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted a code of conduct and ethics for Board and Senior Management. This Code is applicable to the members of the Board and the Executive Officers. The Code is available on the weblink https://compucom.co.in/mdocs-posts/code-of-conduct-2/. The certificate of CEO on the affirmation of such Code of Conduct by the members of the Board and SMPs is provided in the Corporate Governance Report attached with the Annual Report as Annexure VII.

PREVENTION 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 of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by insiders. The code of practices and procedures for fair disclosure of unpublished price sensitive information is also available on the web linkhttp://compucom.co.in/mdocs-posts/code-of-cunduct-for-insider-trading/ along with this Company has also adopted a share dealing code for the prevention of insider trading in the shares of the Company. The share dealing code, inter alia, prohibits purchase / sale of shares of the Company by employees while in possession of unpublished price sensitive information in relation to the Company. The Company has automated the declarations and disclosures to identify designated persons, and the Board reviews the Code on a need basis. The Company has maintained a Structured Digital Database (SDD)pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 The policy is available on our website, at the following link http:// compucom.co.in/mdocs-posts/code-for-fair-disclosure-of-unpublished-price-sensitive-information/

SIGNIFICANTAND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and 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 of their knowledge and hereby confirm the following: (a) In the preparation of the annual accounts, the applicable Accounting Standards were followed along with proper explanations relating to material departures.

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

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively; and (f) The Directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such a system was adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

There are no Material changes and commitments affecting the financial position of the company that have occurred between the end of the financial year to which the Financial Statements relate and the date of this report.

SUSPENSION OF TRADING

No securities of company are suspended by National Stock Exchange, Bombay Stock Exchange and Calcutta Stock Exchange.

CHANGE IN NATURE OF BUSINESS

During the year under review, there were no changes in the business of the Company.

CREDIT RATING

During the year under review, the Company has not obtained a credit rating.

Further, the Company has obtained following rating on long term and short-term bank facilities assigned by CARE Ratings Limited (CARE Ratings) after closure of financial year:

Sr. No. Security/Instrument/Facility name	Amount (Rs. in Crore)	Rating
1 Long term bank facilities	7.00	CARE BBB-; Stable (Triple B Minus; Outlook: Stable)
2 Short-term Bank Facilities	0.84	CARE A3 (A Three)
3 Long term / Short term bank facilities	14.00	CARE BBB-; Stable / CARE A3(Triple B Minus; Outlook: Stable / A Three)

DISCLOSURES ON IBC, 2016

During the year under review, the company has neither made any application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

OTHER DISCLOSURE:

Other disclosures required as per Act, Listing Regulations or any other laws and rules applicable are either NIL or NOT APPLICABLE to the Company.

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all Investors, employees, associates and business partners, clients, strategic alliance partners, technology partners, vendors, financial institutions/banks, for their continued support during the year. The Directors place on record their appreciation of the contribution made by all the employees at all levels for their dedicated service and continued excellent work throughout the year.

The Directors also thank the Government of India, particularly the Ministry of Finance, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST authorities, the Reserve Bank of India, Securities and Exchange Board of India (SEBI), various departments under the state governments and union territories, the Software Technology Parks (STPs) and other government agencies for their support and look forward to their continued support in the future.