Compuage Infocom Ltd Directors Report

To, Dear Members,

The Resolution Professional has pleasure in presenting the 25^th Annual Report of the Company along with Audited Accounts for the financial year ended March 31,2024.

An application for Corporate Insolvency Resolution Process of Compuage Infocom Limited was filed by Plus Plus Unified Engaugement Services Private Limited under Section 7 of the Insolvency and Bankruptcy Code, 2016, ("Code") being CP No. CP(IB)329/MB/2023. The said application was admitted by the Honble NCLT, Mumbai Bench vide Order dated 02.11.2023 ("CIRP Order") and Mr. Arun Kapoor was appointed as the Interim Resolution Professional (IRP). Further, the Honble NCLT, Mumbai Bench has passed an order dated 29.04.2024 (order received on 09.05.2024), to replace IRP Mr. Arun Kapoor (IBBI/IPA-003/IP-N00030/2017-18/10230) and has appointed Mr. Gajesh Labhchand Jain (Registration no. IBBI/IPA-001/IP-P-01697/2019-2020/12588) as new Resolution Professional (RP) under the Code in matter of CIRP of M/s Compuage Infocom Limited

Since the company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the Insolvency & Bankruptcy Code, 2016 from the date of appointment of the Resolution Professional.

i. the management of the affairs of the company shall vest in the Resolution Professional.

ii. the powers of the Board of Directors of the company shall stand suspended and be exercised by the Resolution Professional.

iii. the officers and managers of the company shall report to the Resolution Professional and provide access to such documents and records of the company as may be required by the Resolution Professional.

iv. the financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relation to such accounts and furnish all information relating to the company available with them to the Resolution Professional.

1. FINANCIAL HIGHLIGHTS:

The highlights of the Financial Results are as tabulated below:

(Rs. in Lakh)

Particulars	Standalone		Consolidated
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Revenue from Operations & Other Income	2641.79	3,74,551.18	2641.79	3,74,551.18
Total Expense	12901.41	3,94,673.33	12,917.71	3,94,676.33
Finance Cost	4812.86	7379.13	4812.86	7379.13
Depreciation	255.58	307.71	255.58	307.71
Profit/(Loss) before exceptional items and tax	(10,259.62)	(20,122.15)	(10,275.92)	(20,125.15)
Exceptional Items	27,065.88	-	27,065.88	-
Profit before Tax	(37,325.50)	(20,122.15)	(37,341.80)	(20,125.15)
Less: Tax Expense	135.39	(141.09)	135.39	(141.09)
Profit after Tax Provision	(37,460.89)	(19,981.06)	(37,477.19)	(19,984.06)
Less: Other Comprehensive Income	(48.60)	(65.14)	(48.60)	(65.14)
Total Comprehensive Income for the year	(37,509.49)	(20,046.20)	(37,525.79)	(20,049.20)
EPS (Basic)	(43.73)	(28.16)	(43.75)	(28.16)
EPS (Diluted)	(43.73)	(28.16)	(43.75)	(28.16)

2. BUSINESS PERFORMANCE:

Standalone:

During this year, your Company has achieved a turnover of Rs. 2493.07 Lakhs as against Rs. 3,73,948.47 Lakhs in the previous year. Your Company has incurred loss of Rs. 37460.89 Lakhs as compared to last year loss of Rs.

19.981.06 Lakhs.

Consolidated:

During this year, your Company has achieved a turnover of Rs. 2493.07 Lakhs as against Rs. 3,73,948.47 Lakhs in the previous year. Your Company has incurred loss of Rs. 37,477.19 Lakhs as compared to last year loss of Rs.

19.984.06 Lakhs.

3. DIVIDEND:

Your Company is under Corporate Insolvency Resolution Process (CIRP) and incurring losses, the Board of Directors (suspended during CIRP) does not recommend any dividend for the year 2023 -24.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year under review.

5. MATERIAL CHANGES POST CLOSURE OF FINANCIAL YEAR

An application for Corporate Insolvency Resolution Process of Compuage Infocom Limited was filed by Plus Plus Unified Engaugement Services Private Limited under Section 7 of the Insolvency and Bankruptcy Code, 2016, ("Code") being CP No. CP(IB)329/MB/2023. The said application was admitted by the Honble NCLT, Mumbai Bench vide Order dated 02.11.2023 ("CIRP Order") and Mr. Arun Kapoor was appointed as the Interim Resolution Professional (IRP). Further, the Honble NCLT, Mumbai Bench has passed an order dated 29.04.2024 (order received on 09.05.2024), to replace IRP Mr. Arun Kapoor (IBBI/IPA-003/IP-N00030/2017-18/10230) and has appointed Mr. Gajesh Labhchand Jain (Registration no. IBBI/IPA-001/IP-P-01697/2019-2020/12588) as new Resolution Professional (RP) under the Code in matter of CIRP of M/s Compuage Infocom Limited

6. SUBSIDIARY COMPANY:

Compuage Infocom (S) Pte. Ltd.:

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

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

Further, no new subsidiary was acquired nor any subsidiary ceased to exist during the year under review.

7. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with the Act and applicable Accounting Standards along with all relevant documents and the Auditors Report, form part of the Annual Report.

8. SHARE CAPITAL:

Capital Structure of the Company during the under review as below:

a] Authorized Capital: The Authorized share capital of the Company as on March 31, 2024 stood at 3030.07 lakhs comprising of 9,62,70,000 Equity shares of Rs. 2/- each, 46,65,600 Preference shares of Rs.0.10 each and 1,10,00,000 Preference shares of Rs. 10/- each.

[b] Paid-up Capital: The paid-up share capital of the Company as on March 31, 2024 stood at 1715.36 lakhs comprising of 8,57,68,064 equity shares of Rs. 2/- each

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors:

The Honble NCLT vide order dated 02 November, 2023 had initiated the CIRP Proceedings against the Company and pursuant to Section 17 of the IBC, the powers of the Board of Directors of the Company stood suspended, and such powers are vested with the IRP, Mr. Arun Kapoor. Thereafter, Honble NCLT, Mumbai Bench had passed an order dated 29^th April, 2024 (Order received on 09.05.2024), for the replacement of IRP with RPand appointed Mr. Gajesh Labhchand Jain as RP and power of board are vested with the Resolution Professional Mr. Gajesh Labhchand Jain.

As per the aforesaid order the existing Board was suspended.

As on 31^st March, 2024, the Board of Directors consists of 2 members and both are Executive Directors.

The Board of Directors of the Company as on 31st March, 2024 comprised of:

(i) Two Executive Directors- Mr. Atul H. Mehta (DIN: 00716869) (Chairman and Managing Director) and Mr. Bhavesh H. Mehta (DIN: 00740861) (Whole-Time Director) and Chief Financial Officer and Chief Operating officer.

Resignation/ Cessation :

Mr. Virendra G. Bhatt (DIN: 02343351), resigned from the post of Non-Executive Independent Director w.e.f. 02^nd May, 2023.

Mr. Santosh Laxman More (DIN: 10135133) was appointed as an Independent Additional Director w.e.f 28^th April, 2023 .However, he resigned from the post of Independent Additional Director w.e.f. 14^th August, 2023.

Thereafter, Mr. Santosh Laxman More (DIN: 10135133) was appointed as Independent Additional Director w.e.f.26^th October, 2023 and he resigned from the post of Independent Additional Director w.e.f.02^nd November, 2023.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the following persons are the Key Managerial Personnel of the Company as on date 31^st March, 2024:

• Mr. Atul H. Mehta - Managing Director

• Mr. Bhavesh H. Mehta - Whole-Time Director & Chief Financial Officer

10. PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES:

Since the Board has been suspended, no performance evaluation of the Board and its Committees are available.

11. BOARD AND ITS COMMITEE:

As Company is in CIRP, the Board of Directors have been suspended w.e.f. 2^nd November, 2023 all the powers are vested with the Resolution Professional appointed by the Honble NCLT, Mumbai Bench, vide order dated 2^nd November, 2023.

In the financial year 2023-24, the Board met three times before commencement of CIRP. the details of which are given in the Corporate Governance Report appended as Annexure "B" to the Directors Report

Since the Board has been suspended, no remuneration to Directors were paid.

12. DECLARATION BY INDEPENDENT DIRECTORS:

As on March 31, 2024 there is no any Independent Directors on board and since the Directors are suspended, no declarations need to be submitted by Independent Directors.

Familiarization Programme:

As on March 31, 2024 there is no any Independent Directors on board and since the Independent Directors have ceased to be Directors, programmes for familiarization of the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are not available on the Companys website.

13. CORPORATE SOCIAL RESPONSIBILITY:

Since the Company has incurred losses, the Company was not required to spend any amount on CSR during the financial year 2023-24. The CSR Committee of the Board of Directors has been constituted under Section 135 of Companies Act, 2013 read with rules thereunder.

Since the Directors are suspended, No Committee Meetings were held during the financial year under review.

14. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company at www.compuageindia.com.

15. CORPORATE GOVERNANCE:

A separate report on Corporate Governance regarding compliance of the conditions of Corporate Governance as stipulated in Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the Stock Exchanges, are enclosed as appended as "Annexure "B" forming part of this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

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

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

A. Conservation of energy:

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

B. Technology absorption:

The Companys operations do not require significant absorption of technology.

C. Earnings And Outgo in Foreign Exchange:

(Rs. in Lakh)

Particulars	Standalone and Consolidated
	Current Year (in Rs.)	Previous Year (in Rs.)
Foreign Exchange Earnings	0.00	0.00
Foreign Exchange Outgo	0.00	0.00

18. PREVENTION AND REDRESSAL OF SEXUAL HARRASSEMENT AT WORK PLACE:

The Company is committed to provide a safe and conducive work environment to its employees and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder and there were no complaints during the year under review.

19. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure "C" and forms part of this Report.

Relations with employees remained to be cordial. Your Company had 05 employees as of 31st March 2024.

20. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS:

The Company has a robust system of internal control, the effectiveness of which is tested by the process of internal audit. Your Company through internal audit under the supervision of the Resolution Professional reviews the risk management process, risk mitigation plans and risk reporting.

The adequacy and effectiveness of Internal Financial Controls have been endorsed by the Internal Auditor and the Statutory Auditors.

21. STATUTORY AUDITORS:

In accordance with Section 139 of the Companies Act, 2013, the Members of the Company in its 23^rd Annual General Meeting, held on 30^th August, 2022 had appointed M/s. Bhogilal C. Shah & Co., Chartered Accountants, having Firm Registration No. 101424W, as the Statutory Auditors of the Company to hold the office for a period of 5 (five) consecutive years from the conclusion of 23^rd AGM till the conclusion of 28th AGM of the Company.

The requirement for annual ratification of Auditors appointment at the AGM had been omitted pursuant to Companies (Amendment) Act, 2017 notified on 7^th May, 2018. During the year, the Auditors had confirmed that they satisfy the independence criteria required under the Act.

Auditors Observations and Companys response to the observations is as under: -

Certain issues relating to Companys income stream, verification of inventories, default in repayment of loan, trade receivable, doubtful debts etc. and its effect on the going concern aspects, this qualification has been Selfexplanatory.

22. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Resolution Professional, had appointed Dhruti Satia & Co., Practicing Company Secretaries, Firm to conduct Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report in form MR-3, for the financial year 2023-24, forms part of the Directors Report, appended as Annexure "D".

Further, the Annual Secretarial Compliance Report for the financial year ended 31^st March, 2024, in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder.

Qualifications and Board responses

The Resolution Professional responses to the qualifications of the Secretarial Audit are as under:

Regarding qualification no. 1 to 16.

Currently, the company is under CIRP, and board is suspended vide National Company Law Tribunal (NCLT), Mumbai bench order dated 02^nd November, 2023. Consequently, the board of directors has been suspended, and no board meetings have been conducted since the suspension. To the best extent possible, the company is actively working to comply with all applicable regulations during this process.

23. COST AUDIT:

The provisions of Section 148 of the Act are not applicable to the Company and accordingly the Company is not required to maintain cost accounts and records for the financial year ended 31^st March, 2024.

24. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company to the Audit Committee under Section 143(12) of the Act.

25. RELATED PARTY:

During the year under review, your company did not have any related party transactions in the ordinary course of business and did not consummate material transactions with any related party as defined in the Act.

In line with the provisions of the Act and the Listing Regulations, the Policy for determining RPT and their Materiality was suitably amended and approved by the Board which is placed on the website of the Company at www.compuageindia.com.

26. LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments under the provisions of Section 186 of the Act have been disclosed in Notes to the Financial Statements provided in this Annual Report.

27. FAMILIARIZATION PROGRAMME:

As on March 31, 2024 there is no any Independent Directors on board and since the Independent Directors have ceased to be Directors, programmes for familiarization of the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are not available on the Companys website.

28. RESOLUTION PROFESSIONAL RESPONSIBILITY STATEMENT:

The Resolution Professional of the Company hereby state that:

i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

iv. the Annual Accounts have been prepared on a going concern basis;

v. Internal Financial Controls have been laid down to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively and

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. INSURANCE AND RISK MANAGEMENT:

Risk Management is integral to your Companys strategy and for the achievement of our long-term goals. The Company regularly identifies uncertainties and after assessing them, devises short and long term actions to mitigate any risk which could materially impact your Companys goals.

The risk assessment includes review of strategic risks at domestic and international level including sectoral developments, risks related to market competition, financial, geographical, political and reputational issues, environment, social and governance risks and cyber security risks. The Company is well aware of these risks and challenges and has put in place mechanisms to ensure that they are managed and mitigated with adequate timely actions.

Your Company through internal audit under the supervision of the Resolution Professional reviews the risk management process, risk mitigation plans and risk reporting.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company believes in the conduct of the affairs of the Company in a fair and transparent manner by adopting high standards of professionalism, honesty, integrity and ethical behavior. It has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. However, the company is in CIRP so no such committee members looking after the said mechanism. In the absence of committee, it is the duty of BOD to look after vigil mechanism however they are also suspended.

31. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

The details of applications made by your Company under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their status as at the end of the financial year, 31^st March 2024 are as follows:

Respondent	Case No.	Total Value (in Rs.)	Status as on 31st March, 2024
1 NXG Infotech Private Limited	373/ND 2023	1,17,89,250.61	Application was dismissed

Further, during the year under review, M/s. Plus Plus Engaugement Services Pvt Ltd (financial creditor) filed petition against your company under section 7 of Insolvency and Bankruptcy Code, 2016 (IBC) for resolution of an unresolved Financial outstanding amount of Rs. 1,68,66,164//- as on 31.03.2022.

Thereafter, In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 ("IBC/Code"), the Corporate Insolvency Resolution Process ("CIRP Process") of Compuage Infocom Limited ("Company") was initiated vide Honble National Company Law Tribunal, Mumbai bench order dated 02/11/2023. Currently, your company is under CIRP.

32. ACKNOWLEDGEMENT

Resolution Professional wishes to acknowledge the co-operation and support extended by the managerial personnel and consultants of the company.

For and on behalf of the Board (suspended during CIRP)

Compuage Infocom Limited,

Sd/-

Atul Mehta

DIN: 00716869

Managing Director (Suspended Director)

Bhavesh Mehta

DIN: 00740861

Director (Suspended Director)

Taken on Record by

Gajesh Jain

Resolution Professional

Res. No.: IBBI/IPA-001/IP-P-01697/2019 -2020/12588

Date : 03rd January, 2025

Place: Mumbai