Compucom Software Ltd Directors Report.

To

The Members,

Compucom Software Limited

Your Company have immense pleasure in presenting their 24th Annual Report on the business and operations of the Company together with Audited Financial Statements for the 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. 5,414 lakhs in the previous financial year. This reflects decrease of Rs. 4,66 lakhs i.e. 8.6% this is due to lower work order received in software segment and completion of one project under learning solutions. The profit before tax has increased from Rs. 209 lakhs in 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 to Rs. 1888 lakhs in the previous financial year and the total operating expenses during the year amounted to Rs. 3219 lakhs as compared to Rs. 3526 lakhs in the previous Financial Year.

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:

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

(2) Learning Solutions:

Learning Solution Segment mainly comprises ICT Phase III, ICT Bihar, Computer Aided Training Programme and other projects. The Company has covered total 8,223 Govt. Schools and over 2 million learners under its educational umbrella so far. 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 form of IT Infrastructure development at school levels.

The Company has been running successfully, ICT Project Phase III worth Rs. 158.50 Crore, for 1,373 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 for capturing the advantage of Indian education expenditure planned through Govt. of India promoted PPP models across India fuelled by Sarva Shiksha Abhiyan (SSA), Rashtriya Madhyamik Shiksha Abhiyan (RMSA) and skill development initiatives. Company is also planning to leverage in-house software development and satellite based technology skills for 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, printers, UPS, 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 and Networking & Electrification etc. in 1172 Government Secondary/Senior Secondary Schools 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 of related items in 525 Government Schools for integrated scheme for Computer Education (CE) and Information & Communication Technology (ICT) @ Schools (Phase-IV) as BOOT Model worth 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 against Rs 4,427 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. The project 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 generation capacity is 3.2 MW. The operation and maintenance of all these wind power project has been out-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 to Rs. 171 Lakhs during the previous year ended on March 31, 2017 which shows a decrease in the revenue by 17.54% i.e. Rs. 30 Lakhs due to lower generation of units. Profit earned from this segment amount to Rs. 26 Lakhs as compared to that of Rs. 43 Lakhs during the previous Financial Year, which has resulted a decrease of 39.53% i.e. Rs. 17 Lakhs due to variation 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 to Rs. 226 Lakhs during the previous year ended on March 31, 2017 which shows an increase in the revenue by 67.26% i.e. Rs. 152 Lakhs. The following chart depicts revenue generated from 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 statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is provided in the later section of the Annual Report after Financial Statement of 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$ 8,69,716 during the financial year 2017-18 as compared to US $ 12,38,528 in the previous financial year. This reflects a decrease of approx. 29.78% i.e. US $ 3,68,812. The Company has earned profit of US$ 21,305 as compared to the Profit of US $ 51,947 in the previous financial year. The Company is operating out of its own premises in Atlanta, USA. It is headed by Promoter Director Mr. Ajay Kumar Surana. The copy of the audited accounts, together with the independent auditors report, is provided in a separate Section of this Annual Report.

(B) CSL Infomedia Pvt. Ltd. is subsidiary Company of Compucom Software Limited. It has earned total revenue of Rs. 761 Lakhs during the financial year 2017-18 as compared to Rs. 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 in the previous financial year which shows an increase of 232.39% i.e. Rs. 165 Lakhs. The Company is mainly operating in multimedia, Content Development, Education TV Segment and Satellite Education. The copy of the audited accounts together with the independent Auditors Report is provided in a separate section of this Annual Report. The company has two TV Channel one "JAN TV", Satellite TV channel and "JAN TV PLUS" (an Infotainment Channel). Currently it is available on various cable networks across India and also available live on jantv.in Dividend

Keeping the continuous track record of rewarding its shareholders, your Directors are pleased to recommend a dividend @ 5% i.e. Rs. 0.10/- per Equity share of Rs. 2/- each for the Financial Year 2017-18, subject to approval of the shareholders at the ensuing Annual General 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** 25,125,000** 2 (10) 22.79
2008-09*** 502,50,000*** 2 13.1
2009-10 502,50,000 2 14.47
2010-11**** 7,91,25,188**** 2 12.26
2011-12 7,91,25,188 2 12.97
2012-13 7,91,25,188 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 value of 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 was December 26, 2008.

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

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

Share Capital

During the year, there has been no change in the authorized and Paid up share capital of the Company. The Company have 20,00,00,000/- authorized Share Capital divided in 10,00,00,000 equity shares of RS. 2/- each. The Company has 15,82,50,376/ - paid up share capital.

Fixed Deposits/Deposits from Public

During the financial year 2017-18, your Company has not accepted any fixed deposits nor renewed any Fixed deposit, falling within the definition of Section 73, 74 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Listing of Shares

Your Companys shares are listed at National Stock Exchange of India Limited (NSE), BSE Ltd (BSE) and Calcutta Stock Exchange Limited (CSE) and the listing fee for the financial year 2018-19 has been duly paid. The Companys Symbol at NSE is COMPUSOFT and the Scrip Code 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 the Board 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 the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and SS-1 issued by The Institute of Company Secretaries of India. The Details of the Board Meetings and attendance at such meeting are provided in the Corporate Governance 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 directors to maintain the independence of the Board, and separate its functions of governance and management.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board. 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. The Policy 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 to retire by rotation in the 23rd Annual General Meeting held on 27th September, 2017.

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

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

Mr. Shubh Karan Surana is liable to retire by rotation in the ensuing Annual General Meeting and he doesnt 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 in place a mechanism for reporting illegal or unethical behavior. The Company has a vigil mechanism policy under which the employees, directors and other stakeholders are free to report matters such as generic grievances, corruption, misconduct, fraud, misappropriation of assets and non-compliance of code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the chairman of the audit committee. During the year under review none of the personnel has been denied access to the Audit Committee and during this Financial Year Company has not received any query regarding thereof.

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

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 in 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. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during 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. Anjila Saxena, Mr. Ghisa Lal Chaudhary, Dr. Satish Kumar have affirmed that they continue to meet all the requirements of independence specified under sub-section (6) of section 149 of Companies Act, 2013 and the Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Committees

Currently, the Board of the Company has four sub-committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The Composition and other Details of the Committee are provided 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 profits of last three financial years) on CSR activities. The annual report on CSR activities is annexed herewith marked as Annexure I.

Formal Annual Evaluation

As per the provisions of Schedule IV of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations 2015, the formal annual evaluations need to be made by the Board of its own performance, that of its committees and individual directors..

The evaluation of all the Directors, committees and Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance report section in this Annual Report as Annexure VIII. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

Familiarization Programme and Training to Independent Director

Every new Independent Director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the companys strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facility and risk management.

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

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director.

The details of familiarization programs given to the Independent Directors during the Financial 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 with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. 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 weakness in the 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 and Security. Particulars of the Investments made are provided in the standalone financial statement 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 the company 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/s Sapra & Co. does not contain any observation and qualification.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

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

Requirement of ratification of Statutory Auditor at every General Meting as per section 139(1) of the Companies Act 2013 which was ommited by the Companies (Amendment) Act 2017 w.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 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 Companies Act, 2013 and rules made thereunder, M/s V. M. & Associates, Company Secretaries, was appointed as Secretarial auditors to conduct 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 financial year ended March 31, 2018, is given as Annexure II to this Report. The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Secretarial Audit report for the financial year ended March 31, 2018 is self-explanatory and does not call for any further comments.

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

Internal Audit Report

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

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

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

Corporate Governance Report

The Company is committed to observe good corporate governance practices. The report on Corporate 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. The requisite certificate from auditors of the Company confirming compliance with the conditions 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 of Operations of the Company describing the Companys objectives, expectations or predictions. Management Discussion and Analysis Report forms as part of this Annual Report as Annexure VII.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange and Outgo

The particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure III.

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) 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 Companies Act, 2013, read with the Rules issued thereunder and the Listing Regulations.

Particulars of Employees

Disclosures pertaining to 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 by a Member. 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 upto 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 in this regard 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.

Extract of Annual Return

An extract of the Annual Return in Form MGT-9 in compliance with Section 92 of the Companies Act, 2013 read with Rules made there under is annexed to this Report as Annexure VI.

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 due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/unclaimed account is required to be transferred by the company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year 2017-18, Rs. 89,754/- was transferred to Investor Education and Protection Fund.

Human Resource Management

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.

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

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, certified by JAS-ANZ and ISO/IEC 27001:2013 certified by LMS Certification. These standards enable us to identify risks at the initial planning stage of the project. The Company firmly believes in the pursuits of excellence to compete in this emerging and growing software market. Our focus has been on providing quality products and services to our customers.

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

Risk Management

The Company has developed and implemented a Risk Management policy which encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to key business objective. The risk Management frame work of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunity effectively. The Policy is available on the weblink compucom.co.in/Policies/ RISK%20MANAGEMENT%20POLICY.pdf

Material Changes affecting the Company

During the Financial Year 2017-18 Company intends to venture into hospitality Industry and necessary steps are being undertaken in this regard and the Board of the Company approved the capital expenditure of upto Rs. Twenty-Five Crores (25,00,00,000) for venturing into star rating Hotel Business.

Code of Conduct

In compliance with Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has framed and adopted a code of conduct and ethics for Board and Senior Management (The Code) . The Code is applicable to the members of the Board, the executive officers and all employees of the Company and its Subsidiaries. The Code is available on the weblink compucom.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 Wind Power Generation.

Prevention of Insider Trading

In compliance with the provisions of Securities 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 weblink compucom.co.in/Policies/CODE%20OF%20CONDUCT%20TO%20REGULATE, %20MONITER%20AND%20REPORT%20TRADING%20BY%20INSIDERS.pdf

Credit Rating

During the year, the Companys credit rating for long-term bank facilities were upgraded 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 financial obligations. Moreover, short-term bank facilities were CARE A3 (A Three) , which denotes strong degree of safety regarding timely servicing of financial obligations

Directors Responsibility Statement

Based on the framework of internal financial controls established and maintained by the company, reviews performed by management in concurrence with the Audit committee, the Companys internal financial controls were adequate and effective as on 31st March, 2018.

In compliance with Section 134(5) of the Companies Act, 2013, 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 had been 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 so as 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 had 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;

Explanation. For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

(f) The Directors had devised proper system to ensure compliance with the provisions of all 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 Obligation and Disclosure Requirement) Regulation, 2015.

Acknowledgement

The Directors take this opportunity to thank all Investors, associates and business partners, clients, strategic alliance partners, technology partners, vendors, financial institutions/banks, regulatory and government authorities, media and stock exchanges, 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.

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