Pursuant to Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015
OVERVIEW:
The Company continues to operate in areas like e-governance projects, ICT education projects, software design & development, electronic media, IT & media training and learning solutions, wind power generation etc. Pipeline projects underway have progressed in a positive direction in hospitality, food processing, cold-chaining and commodity trading sectors.
Our Strategic objective is to build a sustainable organization that remains relevant to the agenda of our clients, while creating growth opportunities for our employees and generating profitable growth for our investors.
The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values, the provisions of the Companies Act, 2013 ("the Act") and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, and relevant amendment rules issued thereafter for preparing Financial Statements.
I. INDUSTRY STRUCTURE AND DEVELOPMENTS:
Almost every industry in the world is being led by software and computing technology to revolutionize their business in a fundamental way, as we all know about the ubiquitous and even indispensable usage of software all around us. The IT and ITES industries are assisting in the digitalization of corporate processes, and it is cascading across industries, enabling IT-based market offerings and business models. This is due to the continuous decrease in hardware and bandwidth costs and exponentially increasing efficiencies of the same. Building next-generation software applications and platforms, as well as enhancing information and data security, are all results of the renewed digitization era. In addition to these, there has been a rapid advancement of AI based application and big data becoming easier to collect, store and process to generate valuable insights for both the legacy organizations as well as new-age fast growing organizations.
As per the National Association of Software and Service Companies (NASSCOM), in the Indian context, the IT industry revenue is pegged to touch US$ 254 billion in financial year 2024, up from the US$ 245 billion in previous financial year 2023. According to another reputed firm Gartner, as per the current estimates, Indian IT spending is all set to increase to about US$ 124.6 billion in the year 2024, up from the approximately US$ 101.8 billion spending in the year 2023. Indian software product industry is anticipated to touch US$ 100 billion by 2025. The IT and ITES companies of India are now also greatly focusing to invest internationally to expand their global footprint and also establish their global diversity centers.
The IT (Information Technology) and ITES (Information Technology Enabled Services) industries in India have been crucial drivers of the countrys economic growth. As we look into the financial year 2024-25, there are several key trends, structural elements, and developments to consider.
Heres an overview:
Structure of the IT and ITES Industries in India
1. Segments: o IT Services: This includes consulting, systems integration, software development and maintenance, and IT outsourcing. o Business Process Management (BPM): Also known as Business Process Outsourcing (BPO), this segment handles tasks such as customer support, finance and accounting, HR services, and supply chain management. o Software Products: This includes both software development and packaged software sales. o Engineering and R&D Services: Focused on product and engineering solutions for industries like automotive, aerospace, telecom, and healthcare. o Hardware: Though smaller compared to other segments, it includes manufacturing and maintenance of IT infrastructure.
2. Key Players: o Large IT Firms: Companies like Tata Consultancy Services (TCS), Infosys, Wipro, HCL Technologies, and Tech Mahindra dominate the industry.
o Midsized Firms and Startups: A growing number of midsized companies and startups are contributing to innovation and specialized services. o Global Presence: Many Indian IT firms have a significant presence abroad, particularly in North America and Europe.
3. Geographical Distribution: o Major IT hubs include Bangalore, Hyderabad, Pune, Chennai, and Delhi NCR. o Emerging hubs are in tier-2 and tier-3 cities like Jaipur, Ahmedabad, Coimbatore, and Kochi.
Developments in financial year 2024-25:
1. Digital Transformation: o Accelerated adoption of digital technologies such as AI, machine learning, IoT, and blockchain. o Increased demand for cloud computing and cybersecurity solutions.
2. Remote Work and Hybrid Models: o Continued emphasis on flexible work arrangements post-pandemic. o Investment in remote infrastructure and collaborative tools.
3. Talent and Workforce Dynamics: o Growing focus on upskilling and reskilling programs to meet the demand for new tech skills. o Increasing reliance on gig workers and freelancers for specialized projects.
4. Government Initiatives: o Supportive policies and incentives under programs like Digital India and Make in India. o Enhanced focus on data privacy and cybersecurity regulations.
5. Innovation and Startups: o Rise in tech startups focusing on niche areas like fintech, healthtech, and edtech. o Increased venture capital and private equity investments in the tech sector.
6. Global Expansion and Partnerships: o Strategic partnerships and acquisitions to expand global footprint. o Collaborations with international firms to drive innovation and market expansion.
7. Sustainability and Green IT: o Emphasis on sustainable practices and green technologies. o Adoption of energy-efficient data centers and reduction of carbon footprint.
Government spending on ICT and IT is continuously growing significantly after the post-COVID recovery. This positive trend has brought many opportunities for companies like ours. Every year, we start new ICT projects, and this year is no different. We are excited to announce that we have started several new ICT projects for the Government of Rajasthan. Alongside our work with the government, we have also renewed many ongoing IT projects for our global clients. These projects cover various industries and regions, showing our wide range of skills and global presence. Our success in securing and renewing these projects shows our commitment to providing high-quality solutions and maintaining strong client relationships.
We regularly share these achievements with the markets and indices, highlighting our steady growth in the industry. As we continue to grow and take on new projects, we remain dedicated to delivering excellent ICT and IT services.
In order to take advantage of the companys land bank already in place and to sustain the steady rate of diversification it has been doing over the years, your company is always focusing on new consumer segments and industry verticals. Along with the Company has installed 5 (Five) wind power generation plants, 2 (two) at Jaisalmer (Rajasthan) with capacity of 0.6 MW each, 2 (Two) at Sikar (Rajasthan) with capacity of 0.6 MW each & 1 (one) Plant at Krishna (Andhra Pradesh) with capacity of 0.8 MW. Total wind power generation capacity is 3.2 MW.
Work on the Hotel Project at IT 12-13 EPIP Sitapura has shown good progress. We have started its operations through some parts. The hotel is in finishing and fitment stage. The project is expected to operate with best practices very soon. The estimated cost of this project has been increased to Rs. 25 Crores (Twenty-Five Crore Only) (Approx) mainly due to delays and inflation caused by Covid-19. Total expenditure so far has been approx. Rs. 20.62 Crores.
An integrated self-sustaining supply chain is being set up nearby up to the extent possible with a backward integration from a cold chaining and food processing unit.
II. OPPORTUNITIES AND THREATS: Opportunities: a. India is one of the largest education marketplaces in the world, with 580 million of its 1.4 billion people falling into the target demographic for the education industry (ages 5 to 24). The "ICT in schools" programme is a chance to close the digital divide in India. The programme is a comprehensive effort to give rural school pupils access to new learning opportunities and a fair playing field. Compucom is a passport for a rewarding career in computer literacy, offering students practical training to keep up with the demands of the IT industry and more. There is a major stake holding the 60:40 funding split between the state governments and the federal government of India. For the state of Rajasthan, a major player in such ICT school projects is your very own Compucom. Compucom undertakes large projects that are similar in nature to a turnkey project, from setting-up of computer labs to imparting computer education and other computer aided learning programs for government schools. These projects also involve supply of computer hardware, software and connected accessories as well as importing education services for a specified time (generally 3-5 years). Government having recognized the importance of IT in education as being fundamental to the development of a globally competitive economic and democratic society as well as placing India on the world IT map, has been focusing mainly on providing computers and computer literacy programs in Government schools. Compucom has shaped the lives of millions of students by introducing computer literacy to the students in Government Schools.
The Government of India promoted PPP models across India fueled by Sarva Shiksha Abhiyan (SSA), Rashtriya Madhyamik Shiksha Abhiyan (RMSA) and skill development initiatives as an effort to universalize Secondary and Elementary Education by community-ownership of the school system. It is a response to the demand for providing quality school education across the country. During this year the Company has received two more projects from Rajasthan Council for School Education (A Govt. of Rajasthan Undertaking). Along with this, the demand for corporate training is increasing with more and more companies outsourcing training to specialized IT training companies hence the growth of the IT-Training companies will be further boosted. Skill training focus of Government under Pradhan Mantri Kaushal Vikas Yojana (PMKVY) is also going to prove beneficial to our company soon. The company as well as its subsidiary has started work with due permissions, this skill development segment and if the pilot is successful, subsequent expansion and investment into this segment may be expected.
Previously, in financial year 2020, the government introduced the New Education Policy 2020 which focused on both IT education and ICT based education media. It included coding for children from an early school going age group or proposing quality tech-based options for adult learning such as apps, satellite-based TV channels, ICT equipped libraries etc.
Additionally, in financial year 2022, the governments introduction of New Education Policy 2022 is an all-encompassing and comprehensive policy that is designed to transform education in the Indian education system as all its aspects. The company looks forward to these developments and shall work closely with all stakeholders to ensure it plays a key role in modernizing Indian education. b. Software & E-governance Services: Traditionally the company has been focusing on software export market, but the way India is emerging as a powerhouse economy, many more software service opportunities in Government sector are emerging in areas of power utilities, Education, Rural Development, Infrastructure Development, etc. Our company has put significant efforts into harnessing this E-Governance business. Our company is also serving overseas clients by providing software development, testing and maintenance and customer support services. c. Media Services: Your companys unlisted material wholly owned subsidiary CSL Infomedia Pvt. Ltd. has successfully completed its 12th year of operating its Satellite TV Channel "JAN TV" which is a vehicle of Educational, Financial, Social and Political change. This Channel offers Education, News, Employment, Skill Development, Agriculture, Tourism, Healthcare, Religious, Sports, Entertainment and News and Current Affairs based programs. Jan TV is available on Tata Play DTH (1185), Airtel DTH (355), JIO Fiber (1384) and on all major OTT platforms like JIO TV, DAILYHUNT, YouTube Live Streaming. Jan TV is also available free on Android, iPhone mobile phones and on PC through internet. The companys second TV channel is JAN TV PLUS which is also broadcasting News & Current Affairs, Entertainment, Education, Agriculture and Social Empowerment related programs. JAN TV is a Free-To-Air (FTA) channel, whereas JAN TV Plus is a Pay channel. JAN TV is empaneled with the Department of Information and Public Relations (DIPR) Government of Rajasthan and Uttarakhand. JAN TV is also empaneled with DAVP for getting Central Government advertisement. JAN TV now has a bureau office in Uttar Pradesh and Uttarakhand and is trying to get empaneled with DIPR, UP and Haryana. a. Hospitality Sector: Since the Indian tourism & hospitality industry has emerged as one of the key drivers of growth among the services sector in India, and being located at Jaipur, which is among the preferred destination of domestic as well as international tourists, Compucom had decided to venture into this sector. Therefore, we have been constructing our hotel on our existing piece of land at IT 12-13 Sitapura Industrial Area, the estimated cost of this project has been increased to Rs. 25 Crores (Approx) mainly due to delays and inflation caused by Covid-19. Total expenditure so far has been approx. Rs. 20.62 Crores. The company is also exploring tie ups with reputed brands and operators in the hospitality space. b. Wind Power: Power is among the most critical components of infrastructure, crucial for the economic growth and welfare of nations. The existence and development of adequate infrastructure is essential for sustained growth of the Indian economy. Indias power sector is one of the most diversified in the world. Sources of power generation range from conventional sources such as coal, lignite, natural gas, oil, hydro and nuclear power to viable non-conventional sources such as wind, solar, and agricultural and domestic waste. Electricity demand in the country has increased rapidly and is expected to rise further in the years to come. In order to meet the increasing demand for electricity in the country, massive addition to the installed generating capacity is required.
India is the third-largest producer and consumer of electricity in the world and had an installed power capacity of 429.96 GW as of January 2024. Out of this around 46.16GW comes from wind power.
The Company has an existing installed strength of 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. c. Cold Storage: The cold storage system is poised to become a game changer for Indias food and agricultural industry. While ensuring access to food for all, it will play a major role in boosting Indias economy. Since infrastructure is still at a nascent state, cold storage could help reduce the burden on farmers and industries in transacting with other stakeholders. The apparent benefits of cold storage are so high that they could curtail inflation and reduce dependency on price sensitivity and volatility. A strong interplay of private players, markets and farmers is required for sustaining and developing the sector. Investments need to be attracted through the right strategies, as the sector has a long-term effect on the health of the people and the economy of the state. Price control measures and regulations must be minimized and eventually stopped to tap the benefits of market in cultivating fruits and vegetables.
The 36 inter linkages developed between them will define the gross output of fruits and vegetables market in India and its contribution to the global market. With the advent of technology, it is only a matter of time before the warehousing systems are revolutionaries with increasing demands and pressure on the supply chain. It is therefore pertinent to have the right strategies in place to support the need of building an efficient cold storage industry in India.
The Company forthcoming project of Cold Storage is expected to be progressed in next financial year.
Threats: a. Competitive pressures: IT is one sector that is spreading its wing fast throughout the world and India is becoming a preferred destination for global IT players. As a result, the competitive pressure is intensifying. The Company must operate in this competitive scenario and acquire a grip on the market to hold its foot firmly and upkeep the brand name. b. Talent supply constraint: Both the IT as well as the manufacturing sector seek Talent. This increases the cost of the talent. The Company must ensure that it acquires good talent and retains it to constitute its major competitive edge.
The Company maintains an excellent work environment and competitive package for this purpose. c. Technology Obsolescence: These are the days when technology takes no time to become obsolete. Thus, to be at par with its competitors the company must ensure that it constantly updates and upgrades its technology. d. Exchange Rates: Since the company uses India as a major source of manpower, the exchange rate of the rupee vis-?-vis the US-dollar and other currencies affects its ability to compete. The Company attempts to minimize the foreign exchange exponent by taking appropriate measures wherever required. e. Government Policies: As and when there is a change in the Government, there might be a change in its policies too.
Any adverse changes in its policies may affect the business operations of the Company.
Conclusion:
The IT and ITES industries in India are poised for significant growth and transformation in financial year 2024-25. With a robust structural foundation and a favorable development landscape, these sectors will continue to be pivotal to Indias economic progress and technological advancement. Embracing digital innovation, fostering talent, and capitalizing on global opportunities will be key to sustaining this growth trajectory.
III. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE: Detailed information about segment-wise performance of the company are as follows:
Information about reportable segments
A. Information about primary segments
Particulars |
Year ended March 31, 2024 |
Year ended March 31, 2023 |
||||
Business Segment |
Allocated Unallocated |
Total | Allocated Unallocated |
Total | ||
Revenue |
||||||
| Software | 311.68 | - | 311.68 | 899.70 | - | 899.70 |
| Learning | 5908.04 | - | 5908.04 | 4023.92 | - | 4023.42 |
| Wind Power | 157.79 | - | 157.79 | 186.52 | - | 186.52 |
| Hotel | 3.78 | - | 3.78 | - | - | - |
Segment revenue |
6381.29 | - | 6381.29 | 5110.14 | - | 5110.14 |
Expenses |
||||||
| Software | 266.99 | - | 266.99 | 859.29 | - | 859.29 |
| Learning | 5629.25 | - | 5629.25 | 3673.26 | - | 3673.26 |
| Wind Power | 166.28 | - | 166.28 | 165.43 | - | 165.43 |
| Hotel | 4.03 | 4.03 | ||||
Segment Expense |
6066.55 | - | 6066.55 | 4697.98 | - | 4697.98 |
Segment Results |
||||||
| Software | 44.69 | - | 44.69 | 40.41 | - | 40.41 |
| Learning | 278.79 | - | 278.79 | 350.66 | - | 350.66 |
| Wind Power | (8.49) | - | (8.49) | 21.09 | - | 21.09 |
| Hotel | (0.25) | (0.25) | ||||
Segment Results |
314.74 | - | 314.74 | 412.16 | - | 412.16 |
| Less: expenses | 35.91 | 35.91 | - | 33.99 | 33.99 | |
| Add: Interest income | - | - | - | |||
| Add: Other un allocable income | 368.87 | 368.87 | - | 352.69 | 352.69 | |
| Profit before tax and exceptional items | - | 647.70 | - | - | 730.86 | |
| Less: Exceptional item | - | - | - | - | - | - |
| Profit before tax | - | 647.70 | - | 730.86 | ||
| Tax expenses | - | 173.76 | - | - | 266.31 | |
| Other Comprehensive income | - | 107.04 | - | - | 19.07 | |
Profit for the year |
- | 580.98 | - | 483.62 | ||
B. Information Based on Geography |
||
Particulars |
Year ended | Year ended |
| March 31, 2024 | March 31, 2023 | |
Revenue by geographical segment |
||
| India | 6681.88 | 5208.67 |
| USA | 68.28 | 155.66 |
Total |
6750.16 | 5364.33 |
C. Reconciliation between segment revenue and enterprise revenue |
||
Particulars |
For the year ended March 31, 2024 | For the year ended March 31, 2023 |
Segment Revenue |
||
| Software | 311.68 | 899.70 |
| Learning | 5908.04 | 4023.92 |
| Wind Power | 157.79 | 186.52 |
| Hotel | 3.78 | - |
Total Segment Revenue |
6381.29 | 5110.14 |
Enterprise Revenue |
||
| Total Income | 6750.16 | 5364.33 |
| Less: Other income | (368.87) | (254.19) |
| Add: Export Incentives | - | - |
Total Segment Revenue |
6381.29 | 5110.14 |
44 |
IV. OUTLOOK:
The Company has a positive outlook for the coming year and endeavors to achieve a steady business performance in the coming year. This is, however, subject to the risks and uncertainties given below.
V. RISKS AND CONCERNS:
The Board of Directors and Senior Management is continuously and carefully monitoring the risks and concerns related to the business for example:, risks and uncertainties regarding fluctuating earnings, interest rates, exchange rates, the Companys ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increase, earnings and exchange rate fluctuations, intense IT competition, Government policies, ability to attract and retain skilled professionals, time- cost over-runs on fixed price contracts, client concentration, ability to manage the international marketing and sales operations as well as the local operations, alterations of the government fiscal incentives, political instability, legal framework and above all general economic conditions affecting the industry.
VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Companys internal financial control over financial reporting includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company.
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements.
The Company has a robust internal audit program, where the internal auditor conducts a risk-based audit with a view to not only testing adherence to policies and procedures but also to suggest improvements in processes and systems. Their audit program was agreed upon by the Audit Committee. Internal audit observations and recommendations are reported to the Audit Committee, which monitors the implementation of such recommendations. The findings were satisfactory and suggestions for improvement have been taken up for implementation.
VII. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE: Financial Performance:
Income: The Company derives its income from Software& E-Governance services, Sale of software products, Learning solutions including Skilling and Placement activities, IT education and Training, Wind Power Generation, and Treasury Income. This year have added one more segment i.e. Hotel. Treasury income mainly includes interest on FDRs.
(Rs. in Lakhs)
Particulars |
31.03.2024 | 31.03.2023 |
| Software & E-Governance Services - Overseas | 68.28 | 155.66 |
| Domestic | 243.40 | 744.04 |
| Learning Solution | 5908.04 | 4023.92 |
| Wind Power Generation | 157.79 | 186.52 |
| Hotel | 3.78 | - |
| Other Income | 368.87 | 352.69 |
Total |
6750.16 | 5462.83 |
a. Software Services: Software development at overseas level has decreased by Rs. 87.38 lakhs due to lower work orders. E-Governance projects at domestic level have also shown significant reduction due to completion of one project of Rs. 6.06 crores for supply of manpower on contract basis, to Building and Other Construction Workers Welfare Board, received from October 2021 and remained in operation up to August 17, 2023. The Company is bidding for new projects aggressively in the current financial year also. b. Learning Solution: Learning Solution comprises imparting computer education in Govt. Schools, skilling and placement activities. During the financial year revenue from this segment has increased by Rs. 18.84 crores.
During the current year under review, we received two new projects namely 301 school project and 412 school projects, while some old projects completed in financial year 2023-24. We received 301 projects for Rs. 15.48 crores for supply and installation of Computer systems, thin client, VC System, UPS and networking & electrification etc. in 301 schools with onsite comprehensive warranty. We received another project of 412 schools for Rs. 50.65 crores for supply and installation of Computer systems, printer, UPS, and networking & electrification etc. in 412 schools with 5 years onsite comprehensive warranty. 301 school projects contributed Rs. 14.06 crores and 412 school projects contributed Rs. 23.53 crores to total income during financial year 2023-24. In the financial year 2022-23 we received 398 school project and started booking income from this project from 15.02.2023 which contributed Rs. 7.05 crores in F.Y. 2023-24 which was lower by Rs. 7.37 crores than the previous year due to hardware supply in previous year only. ICT-4 project completed on 15.04.23, income from which was lower by Rs. 6.09 crores. 303 school projects completed in June 2023 which could contribute income of Rs. 90 lakhs only while in previous year 2022-23 income from this project was Rs. 4.26 crores. Income from 1172 schools was nil as it had completed on 31st March 2023. Some small skill projects also completed during the current financial year. Regarding the learning solution apart from the ICT and other projects of Government schools, the company indulges in providing skill development training to engineering & other curriculum batches, as well as government & other employees. Various skill development projects remained in operation during the current year 2023-24, for passing on benefits of schemes like DDUGKY and RSLDC to the youth of Rajasthan. c. Wind Power Generation: The Company has five wind power plants. Two of them are in Sikar and two in Jaisalmer, Rajasthan and one is in Krishna, Andhra Pradesh. Wind World India Limited takes care of the wind power projects of the company and deals on behalf of the company with all regulatory bodies. Revenue from this segment has decreased in the current year 2023-24, by Rs. 28.74 lakhs compared to the previous year 2022-23. It is worth mentioning that APERC (Andhra Pradesh Electricity Regulatory Commission) has passed an order determining the tariff at Rs. 2.64 per unit, which was Rs. 3.50 per unit up to March 31, 2020 and thereby reducing the rate by Rs. 0.86 per unit w.e.f. April 01, 2020. However, this segment mainly depends upon the flow of wind and availability of grid. It is worth mentioning that our power purchase agreement for Jaisalmer Plant has expired on February 19, 2024.
Negotiations are on for the sale of this windmill as the new tariff offered by the power distribution company is not remunerative. d. Foreign Exchange Risks/ Exposures: The Company operates from India with execution facilities in USA. A significant portion of revenue, expenses related to Software business is carried out in US foreign exchange exposure for the last two years is mentioned below: (Rs. in Lakhs)
Particulars |
31.03.2024 | 31.03.2023 |
| Revenue in Foreign Currency | 68.28 | 155.66 |
| Revenue Expenses in Foreign Currency | - | - |
| Capital Expenses in Foreign Currency | - | - |
Net Exchange Earning |
68.28 | 155.66 |
The reason for the fall in revenue in foreign currency is due to lower overseas workorders.
Expenditure: (Rs. in Lakhs)
Particulars |
31.03.2024 | % of Total | 31.03.2023 | % of Total |
| Revenue | Revenue | |||
Total Income |
6750.16 | 100 | 5364.33 | 100 |
Expenses |
||||
| Purchase of stock in trade | 3040.65 | 45.05 | 0 | 0 |
| Changes in inventories | (10.83) | (0.16) | 8.29 | 0.15 |
| Manpower Expenses | 606.86 | 8.99 | 1029.08 | 19.18 |
| Learning Solution Execution Charges | 1174.48 | 17.40 | 2449.38 | 45.66 |
| Administrative & Other Expenses | 462.21 | 6.85 | 528.98 | 9.86 |
| Finance Cost | 213.09 | 3.16 | 39.66 | 0.74 |
| Depreciation | 616.00 | 9.13 | 676.58 | 12.61 |
| Profit Before Tax Before Exceptional Items | 647.70 | 9.60 | 632.36 | 11.79 |
| Exceptional Items | - | - | 98.50 | 1.84 |
| Profit Before Tax After Exceptional Items | 647.70 | 9.60 | 730.86 | 13.62 |
| Provisions for Income Tax | 173.76 | 2.57 | 266.31 | 4.96 |
Profit After Tax |
473.94 | 7.02 | 464.55 | 8.66 |
| Other comprehensive income | 107.04 | 1.59 | 19.07 | 0.36 |
Profit After Tax |
580.98 | 8.61 | 483.62 | 9.02 |
Manpower Expenses: These expenses have decreased from Rs. 1029.08 lakhs to Rs. 606.86 lakhs due to the reason that BOCW welfare project on job basis for 218 employees completed on 17.08.2023 while it remained in operation for the full year in F.Y. 2022-23. Employees at the software division also reduced due to lower work order received from USA. Learning Solution Execution Charges: These expenses have reduced from Rs. 2449.38 lakhs to Rs. 1174.48 lakhs due to the completion of some projects during the F.Y. 2023-24 as mentioned in above at point no. b of financial performance. However, we have also made expenses on new projects as mentioned at point no. b above.
Administrative & Other Expenses: These have been reduced by Rs. 66.77 lakhs mainly due to the reason that bad debts written off in the previous year 2022-23, amounted to Rs. 77.17 lakhs while in the current year 2023-24 it was Nil. However, some office and other expenses have increased marginally.
Finance Cost: Although the Company relies more on the internal accruals than borrowings for financing the IT/ ICT projects awarded by the Government, interest paid during the year amounted to Rs. 1.90 crores which in the previous year was Rs. 14.85 lakhs only. This has been due to investment in subsidiary for Rs. 8.46 crores and two new projects namely 301 and 412 school projects on which company incurred Rs. 32.06 crores which had been financed out of overdraft against fixed deposits. The company raised bills to respective District Education Officers for Rs. 37.59 crores for these two projects, which could not be realized till the end of the financial year. The company has not defaulted on the payment of principal and interest during the year.
Depreciation has reduced by Rs. 60.58 lakhs due to completion of ICT-4 project in April 2023.
• Operational Performance:
Share capital: The Company has only one class of shares, namely equity shares. The face value of the shares is Rs. 2/- per share. The paid- up capital of the company is Rs. 15,82,50,376/-
Reserves & Surplus Fixed Assets : (Rs. in Lakhs)
Particulars |
31.03.2024 | 31.03.2023 | Particulars | 31.03.2024 | 31.03.2023 |
| Profit & Loss Account | 9288.61 | 9131.17 | Gross Block | 8471.52 | 8035.39 |
| General Reserves | 1484.79 | 1484.79 | Accumulated depreciation | (4270.35) | (3654.35) |
| Securities Premium | 1352.96 | 1352.96 | Net Fixed Assets | 4201.17 | 4381.03 |
| Capital Reserve | 209.22 | 209.22 | Total Income/Net Block | 1.61 | 1.22 |
| Other Comprehensive Income | 172.52 | 65.48 | Acc. Dep. as % of Gross Block | 50.41 | 45.48 |
Total |
12508.10 | 12243.62 |
Investments: The details of investment made by the company are as under: |
(Rs. in Lakhs) | |
Particulars |
31.03.2024 | 31.03.2023 |
| Equity Investments in CSL Infomedia Pvt Ltd. | 1301.45 | 455.00 |
| Equity Shares | 3.39 | 1.99 |
| Investments in Mutual Funds | 0.43 | - |
| Other Investments | - | 19.49 |
Total |
1305.27 | 476.48 |
Non-Current &Current Liabilities: |
(Rs. in Lakhs) | |
Particulars |
31.03.2024 | 31.03.2023 |
| Long-Term Borrowings | 0.08 | 0.00 |
| Deferred Tax Liabilities (Net) | 0.00 | 0.00 |
| Other Long-Term Liabilities | 668.20 | 666.41 |
| Long-Term Provisions | 73.89 | 199.51 |
| Short-Term Borrowings | 3863.52 | 104.40 |
| Trade Payables | 147.16 | 114.20 |
| Other Current Liabilities | 722.34 | 1080.81 |
| Short-Term Provisions | 388.38 | 605.66 |
Total |
5863.57 | 2770.99 |
Long Term Loans and Advances & Other Non-Current Assets:
Particulars |
31.03.2024 | 31.03.2023 |
| Long Term Loans and Advances | 1349.22 | 1219.88 |
| Other Non-Current Assets | 252.12 | 286.65 |
| Deferred Tax Assets (Net) | 51.01 | 78.73 |
| Other Financial Assets | 98.70 | 129.21 |
Total |
1751.05 | 1714.47 |
Current Assets: |
(Rs. in Lakhs) | |
Particulars |
31.03.2024 | 31.03.2023 |
| Trade Receivable | 6955.75 | 2803.79 |
| Cash and Bank Balances | 4737.57 | 5819.08 |
| Short Term Loans and Advances | 985.59 | 1395.30 |
| Stock in trade | 17.78 | 6.95 |
Total |
12696.69 | 10025.12 |
Trade receivables are mainly related to Govt. Schools of Rajasthan. These debtors are considered good and are realizable.
VIII. MATERIAL DEVELOPMENT IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS, INCLUDING NUMBER OF PEOPLE
EMPLOYED:
Development of human resources is essential in every firm. The management continues to place a high priority on recognizing and developing talent within the business with the goal of keeping them as long-term assets and providing additional training to those qualified to handle more responsibility. By presenting workers with new challenges, this improves employee happiness inside the company. The Company places a great premium on developing its workforce and utilizing their efforts and ideas.
The Companys employee count stood at 519 as of March 31, 2024.
IX. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:
In accordance with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company is required to give details of significant changes (change of 25% or more as compared to immediately previous financial year) in key sector-specific financial ratios. During the year the Company maintain the specific ratios as follows:
Particulars |
2023-2024 | 2022-2023 |
Debtors Turnover Ratio |
1.31 | 1.71 |
Inventory Turnover Ratio |
516.01 | 460.61 |
Interest Service Coverage Ratio |
4.40 | 50.20 |
Current Ratio |
2.48 | 5.26 |
Debt Equity Ratio |
0.27 | 0.01 |
Return on Equity (%) |
3.3636% | 3.3599% |
Trade Payable Turnover Ratio |
4.42 | 1.97 |
Net Capital Turnover Ratio |
0.84 | 0.63 |
Return on Capital Employed (%) |
4.67% | 5.35% |
Operating Profit/(Loss) Margin (%) |
7.35% | 7.69% |
Return on unquoted investment (%) |
0.04% | 0.16% |
Return on quoted investment (%) |
62.71% | 5.86% |
Net Profit Margin (%) |
7.43% | 9.09% |
Basic EPS (Rs.) |
0.60 | 0.59 |
Return on net worth (%) |
3.3636% | 3.3599% |
The Interest Service Coverage Ratio has been reduced by 91% because interest cost increased substantially by 12.82 times i.e. from Rs. 0.15 Crores to 1.90 Crores. The Current Ratio has significantly reduced due to the higher amount of liquid funds blocked in purchase of materials for 2 new projects as mentioned above. However, it is still much higher than the benchmark of 1.33. The Debt Equity Ratio has increased from 0.01 in the previous year to 0.27 in the current financial year. This is due to financing new school projects and investment in subsidiaries. The company had to borrow Rs. 37.59 crores for these purposes. The Trade Payable Ratio has increased from 1.97 to 4.42 mainly due to the higher amount of purchase for 2 new projects as mentioned above. The Capital Turnover Ratio has increased from 63% to 84% because of the fact that turnover has increased by Rs. 12.71 crores while working capital has reduced by 5.45 crores. Return on unquoted investment has reduced from 0.16% to 0.04% because of the substantial investment of Rs. 8.46 crores in its subsidiary while NSC redeemed causing reduction in unquoted investment. Return on quoted investment has increased from 5.86% to 62.71% because the average cost of quoted investment has been reduced during the current year as we sold mutual funds of Rs. 2.75 crores in the previous year.
CHANGES IN RETURN ON NET WORTH:
Return on Net Worth is computed as Net Profit divided by Net Worth. It has increased marginally by 0.11% because Net Income increased from Rs. 4.65 crores in the previous Financial Year 2022-23 to Rs. 4.74 Crores in Current Financial Year 2023-24 and Net Worth increase from Rs. 138.26 Crores to Rs 140.91 Crores respectively.
CAUTIONARY STATEMENT:
This statement made in this section describes the Companys objectives, projections, expectations and estimations which may be ‘forward looking statements within the meaning of applicable securities laws and regulations. Forward–looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized by the Company. Actual results could differ materially from those expressed in the statement or implied due to the influence of external factors which are beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements based on any subsequent developments.
CORPORATE GOVERNANCE REPORT FOR THE YEAR 2023-24
Pursuant to Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(1) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE:
Corporate Governance is one of the essential pillars for building an efficient and sustainable environment. Our Companys Management strongly believes in fostering a governance philosophy that is committed to maintaining accountability, transparency and responsibility, which are integral to the Companys day-to-day operations to ensure that we gain and retain the trust of our stakeholders at all times.
Our Corporate Governance framework satisfies both the spirit and letter of the law in all our actions and disclosures and ensures transparency and maintains a high level of integrity.
The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopted a Code of Conduct for Senior Management, Executive and Non-Executive Directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Companies Act, 2013 ("Act"). This code is available on the Companys website on weblink https://compucom.co.in/mdocs-posts/ code-of-conduct-2/ The Company has adopted the requirements of Corporate Governance stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). Your Company recognizes and embraces the importance of a diverse Board in its success which is enriched with appropriate balance of skills, experience, diversity of perspectives, thereby ensuring effective Board governance. The Board of Directors of your Company is at the core of the Corporate Governance practices. Your Companys Corporate Governance framework ensures that it makes timely and appropriate disclosures and shares factual and accurate information.
(2) BOARD OF DIRECTORS:
(a) Composition and Category of Directors: The Board of the Company has an optimum combination of Executive, Non-Executive and Independent Directors to maintain its independence as per the Listing Regulations and the Act.
As on March 31, 2024, the Board comprised Six Directors consisting of two Executive Directors, one Non-Executive Director and three Independent Directors. All members of the Board are eminent people with considerable professional expertise and experience who actively contribute to the deliberation of Board covering strategic matters and decision making. The profile of Directors can be found on weblink https://compucom.co.in/about-us/leaderships/
(b) Attendance of Directors at Board Meetings & last Annual General Meeting (AGM), number of other Directorships and Chairpersonships/Memberships of Committees and Shareholding of each Director in the Company:
The Board meets at least once in a quarter to inter-alia review the Companys quarterly performance and Financial Results, assess business strategies and their implementation, and also discuss its policy, compliance and other matters. The Meetings are conducted in compliance with the regulatory requirements including those prescribed under the Act. In exceptional circumstances, additional Meetings are held, if necessary.
4 (Four) Board Meetings were held during the financial year from April 1, 2023, to March 31, 2024. The necessary quorum was present for all the Meetings. The dates on which the Board Meetings were held are as follows: May 22, 2023; August 10, 2023; November 07, 2023 and January 30, 2024.
The details of the Directors along with their attendance at Board Meetings (during the financial year 2023- 24) and Annual General Meeting ("AGM") held on Wednesday, September 20, 2023, are as given below:
Name & DIN |
Designation & Category | Attendance in financial year |
Number of Directorship in other Companies as on March 31, 2024 |
Committee Membership and Chairpersonship in other Companies as on March 31, 2024 |
Shareholding in the Company as on March 31, 2024 | |||
| Board Meeting | AGM | Private | Public | Chairperson- ship | Member- ship | |||
Mr. Surendra Kumar Surana (00340866) |
Chairperson, Managing Director and CEO & Executive Director (Promoter) | 4/4 | Yes | 5 | Nil | Nil | Nil | 2037965 |
Mr. Vaibhav Suranaa* |
Whole Time Director & | 4/4 | Yes | 5 | Nil | Nil | Nil | 189487 |
(05244109) |
Executive Director | |||||||
| (Promoter) | ||||||||
Mr. Ajay Kumar |
Director & Non-Executive | 1/3 | No | 4 | Nil | Nil | Nil | 10000 |
Surana**(01365819) |
Director (Promoter) | |||||||
Mrs. Trishla Rampuria |
Director & | 3/4 | Yes | 1 | Nil | Nil | Nil | Nil |
(07224903) |
Non-Executive Director | |||||||
Dr. Baldev Singh |
Director & | 4/4 | Yes | Nil | Nil | Nil | Nil | Nil |
(08333652) |
Independent Director | |||||||
Mr. Satya Narayan |
Director & | 4/4 | Yes | Nil | Nil | Nil | Nil | Nil |
Gupta (07781599) |
Independent Director | |||||||
Mr. Amitabh Kaushik*** |
Director & | 1/2 | No | Nil | Nil | Nil | Nil | Nil |
(09033384) |
Independent Director | |||||||
Mr. Satya Narayan |
Director & | 3/4 | Yes | 5 | 5 | Nil | Nil | Nil |
Vijayvergiya****(03185976) |
Independent Director | |||||||
* Mr. Vaibhav Suranaa has been Re-Appointed as a Whole Time Director designated as Executive Director of the Company for a period for 3 years w.e.f. August 01, 2023, to July 31, 2026 in the 29th Annual General Meeting of the shareholders of the Company held on September 20, 2023.
**Mr. Ajay Kumar Surana resigned from directorship as Non-Executive Director from the close of business hours from December 22, 2023. *** Mr. Amitabh Kaushik resigned from directorship as an Independent Director due to personal reasons. He confirmed that there is no material reason for his resignation w.e.f. close of business hours on September 27, 2023.
**** Mr. Satya Narayan Vijayvergiya has been re-appointed as an Independent Director of the Company for a period of 3 years w.e.f. June 15, 2023, to June 14, 2026 in the 28th Annual General Meeting of the shareholders of the Company held on August 24, 2022.
- The Company has not issued any convertible instruments. Therefore, none of the Directors hold convertible instruments.
- None of the Directors on the Board hold directorships in more than 20 (Twenty) companies, which includes 10 (Ten) public companies. None of the Directors serve as Director or Independent Directors in more than 7 (Seven) listed companies. The Managing Director /Whole Time Director of the Company does not serve as an Independent Director in not more than 3 (Three) listed entity.
None of the directors is a member of more than 10 (Ten) committees or Chairperson of more than five committees across all the public companies in which he/she is a director. For the purpose of determination of limit of the Board Committees, Chairpersonship and Membership of the Audit Committee and Stakeholders Relationship Committee only have been considered as per Regulation 26(1)(b) of the SEBI Listing Regulations. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2024, have been made by the Directors.
(c) Disclosure of relationship between Directors inter-se:
Mr. Surendra Kumar Surana is father of Mr. Vaibhav Suranaa as well as brother of Mr. Ajay Kumar Surana, and Mrs. Trishla Rampuria, except this there are no inter-se relationships among other Directors.
(d) Familiarization Programmes:
All new Independent Directors inducted to the Board are introduced to our Companys culture through orientation sessions. Executive Directors and Senior Management provide an overview of operations and familiarize the new independent directors with matters related to our values and commitments. They are also introduced to the organization structure, services, group structure and subsidiaries, constitution, Board procedures, matters reserved for the Board, major risks, and risk management strategy. All Directors attend the familiarization programmes as these are scheduled to coincide with the Board meeting calendar. The details of the familiarization programme are also available on the Companys website, https://compucom.co.in/mdocs-posts/familiarization-programme-2023-24/
(e) Matrix of Skills/ Expertise/ Competencies of the Board of Directors:
The Board of Company comprises qualified members who bring in the required skills, competence and expertise that allow them to make effective contributions to the Board and its committees. The Board members are committed to ensuring that the Companys Board is in compliance with the highest standards of corporate governance.
The table below summarizes the key qualifications, skills and attributes which are taken into consideration while nominating candidates to serve on the Board.
(1) List of core skills/ expertise/ competence:
Financial |
Leadership of a financial firm or management of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes, or experience in actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions. |
Diversity |
Representation of gender, ethnic, geographic, cultural, or other perspectives that expand the Boards understanding of the needs and viewpoints of our customers, partners, employees, governments, and other stakeholders worldwide. |
Global Business |
Experience in driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities. |
Leadership |
Extended leadership experience for a significant enterprise, resulting in a practical understanding of organizations, process, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth. |
Technology |
A significant background in technology, resulting in knowledge of how to anticipate technological trends, generate disruptive innovation, and extend or create new business models. |
Board Service and Governance |
Service on a Public Company board to develop insight about maintaining board and management accountability, protecting shareholder interests, and observing appropriate governance practices. |
Sales and marketing |
Experience in developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation. |
(2) The details of the directors who hold the above skills/expertise/competence are as follows: -
| Personal Details | Top areas of Expertise |
|||||||||
Name |
Director since | Indepen- dent | NED/ ED | Finan- cial | Diver- sity | Global Business | Leader- ship | Techno- logy | Board service and Govern- ance | Sales and Marke- ting |
| Mr. Surendra | 09.07.2009 | No | ED | Y | Y | Y | Y | Y | Y | Y |
| Kumar Surana | ||||||||||
| Mrs. Trishla Rampuria | 12.08.2015 | No | NED | Y | Y | Y | Y | Y | Y | N |
| Mr. Vaibhav Suranaa | 18.05.2019 | No | ED | Y | Y | Y | Y | Y | Y | Y |
| Mr. Baldev Singh | 24.08.2022 | Yes | NED | Y | Y | Y | Y | Y | Y | Y |
| Mr. Satya Narayan | 27.05.2020 | Yes | NED | Y | Y | Y | Y | Y | Y | N |
| Gupta | ||||||||||
| Mr. Satya Narayan | 15.06.2021 | Yes | NED | Y | Y | Y | Y | Y | Y | Y |
| Vijayvergiya | ||||||||||
(3) COMMITTEES OF THE BOARD: In compliance with the requirements of the Act and the Listing Regulations, the Board of Directors has constituted various Committees. These Committees are entrusted with such powers and functions as detailed in their respective terms of reference. Besides, the Committees help focus attention on specific matters of the organization.
The Board of Directors of the Company takes note of the minutes of the Committee Meetings at its Meetings. All the recommendations of the various Committees were accepted by the Board during the financial year.
Currently, the Board of the Company has 4 (Four) Committees namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Borrowing Committee.
The Company is not required to constitute a risk management committee. However, the company has a well-defined risk management framework in place. The risk management framework is at various levels across the Company.
A. Audit Committee:
The Audit Committee has been constituted by the Company in terms of the provisions of Section 177 of the Act and Regulation 18 read with Part C of Schedule II of Listing Regulations and is chaired by an Independent Director. a) The terms of reference of the Audit Committee: -
A. The role of the Audit Committee includes the following: -
1) Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient, and credible.
2) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
3) Approval of payment to statutory auditors for any other services rendered by them.
4) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to: a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of clause (c) of sub-section 3 of Section 134 of the Act. b) Changes, if any, in accounting policies and practices and reasons for the same. c) Major accounting entries involve estimates based on the exercise of judgment by the management. d) Significant adjustments made to the financial statements arising out of audit findings. e) Compliance with listing and other legal requirements relating to financial statements. f) Disclosure of any related party transactions. g) Modified opinion(s) in the draft audit report.
5) Reviewing with the Management, quarterly financial statements before submission to the Board for approval.
6) Reviewing with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7) Review and monitor the auditors independence and performance, and effectiveness of audit process.
8) Approval or any subsequent modification of transactions of the Company with related parties.
9) Scrutiny of inter-corporate loans and investments.
10) Valuation of undertakings or assets of the Company, wherever it is necessary. 11) Evaluation of internal financial controls and risk management systems.
12) Reviewing the management, performance of the statutory and internal auditors and adequacy of the internal control systems.
13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
14) Discussion with the internal auditors of any significant findings and follow-up thereon.
15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
16) Discussions with the statutory auditors before the audit commences, about the nature and scope of the audit as well as post-audit discussions to ascertain any area of concern.
17) To look into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case of non-payment of declared dividends) and creditors.
18) To review the functioning of the Whistle Blower Policy/Vigil mechanism.
19) Approval of appointment of CFO (i.e. the Chief Financial Officer or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.
20) Carrying out any other functions as specified in the terms of reference of the audit committee.
21) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision. 22) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.
B. Review of information by Audit Committee:
The Audit Committee shall mandatorily review the following information:
1) Management discussion and analysis of financial condition and results of operations.
2 ) Management letters/letters of internal control weaknesses issued by the statutory auditors.
3) Internal audit reports relating to internal control weaknesses; and
4) The appointment, removal, and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.
5) Statement of deviations: a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notices in terms of Regulation 32(7). b) Composition, name of members and chairperson: -
The Audit Committee comprises of 3 (Three) Directors as its Members, out of them two are Independent Directors and one is Executive Director. The composition of the Committee is in adherence to the provisions of the Act, Rules made thereunder and the Listing Regulations. The Committee is chaired by Dr. Baldev Singh, Independent Director. All the Members of the Committee are financially literate and the majority of the Members, including the Chairperson possess financial management expertise. The Company Secretary of the Company acts as Secretary to the Committee. The Board has accepted and implemented the recommendations of the Audit Committee, whenever provided by it. c) Meetings and attendance during the year: -
During the year 2023-24, 4 (Four) meetings of Audit Committee were held on the following dates:
May 22, 2023; August 10, 2023; November 07, 2023, and January 30, 2024. The required quorum was present at all the above Meetings.
The table below sets out the Composition of Audit Committee and attendance of the Audit Committee Meetings for the year 2023-24:
Name of the Director |
Category | Audit Committee Meetings |
Entitled | Attended | |||
| May 22, 2023 | August 10, 2023 | November 07, 2023 | January 30, 2024 | to Attend | |||
Dr. Baldev Singh* |
Independent Director (Chairperson) | Yes | Yes | Yes | Yes | 4 | 4 |
Mr. Amitabh Kaushik** |
Independent Director (Member) | Yes | Yes | - | - | 2 | 2 |
Mr. Vaibhav Suranaa |
Executive Director (Member) | Yes | Yes | Yes | Yes | 4 | 4 |
Mr. Satya Narayan |
Independent Director (Member) | - | - | Yes | Yes | 2 | 2 |
Gupta*** |
|||||||
**Mr. Amitabh Kaushik ceased to act as member of the committee w.e.f. close of Business hours on September 27, 2023. ***Mr. Satya Narayan Gupta appointed as a member of the Committee w.e.f. October 16, 2023
The Audit Committee Meetings are usually held at the registered office of the Company situated at IT 14-15 EPIP, Sitapura, Jaipur (Rajasthan) and are usually attended by the Manager – Finance/ CFO and representatives of the Statutory Auditor, Secretarial Auditor, and Internal Auditor as invitees. The operations heads are invited to the meetings as and when required.
The previous AGM of the Company was held on September 20, 2023, and was attended by Dr. Baldev Singh, as the Chairperson of the Audit Committee.
B. Nomination and Remuneration Committee: -
The Nomination and Remuneration Committee has been constituted by the Company in terms of the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II of Listing Regulations and is chaired by an Independent Director.
The Board has accepted and implemented the recommendations of the Nomination and Remuneration Committee, whenever provided by it. a) The terms of reference of the Nomination and Remuneration Committee: -
The role of Nomination and Remuneration Committee includes the following:
1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to the remuneration of the directors, key managerial personnel and other employees.
1A). For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge, and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a) use the services of external agencies, if required. b) consider candidates from a wide range of backgrounds, having due regard to diversity; and c) consider the time commitments of the candidates.
2) Formulation of criteria for evaluation performance of Independent Directors and the Board of Directors.
3) Devising a policy of Board of Directors diversity.
4) Identifying people who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.
5) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.
6) Recommend to the Board all remuneration, in whatever form, payable to senior management. b) Composition, name of members and Chairperson: -
The Nomination and Remuneration Committee of the Company consists of three Non-Executive Directors out of which two are Independent Directors. The Committee is chaired by Mr. Satya Narayan Vijayvergiya, Independent Director. The composition of the Committee is in adherence to the provisions of the Act and Listing Regulations. The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee. c) Number of Meetings and attendance of the Nomination and Remuneration Committee: -
During the year 2023-24, 2 (Two) meetings of Nomination and Remuneration Committee were held on May 22, 2023, and January 30, 2024.The required quorum was present at the above Meeting.
The table below sets out the composition and attendance at the Nomination and Remuneration Committee meeting during the year 2023-24:
Name of the Director |
Category | Nomination and Remuneration Committee Meetings |
Entitled to | Attended | |
| May 22, 2023 | January 30, 2024 | Attend | |||
Mr. Satya Narayan |
Independent Director (Chairperson) | Yes | No | 2 | 1 |
Vijayvergiya |
|||||
Mr. Satya Narayan Gupta* |
Independent Director (Member) | Yes | Yes | 2 | 2 |
Mrs. Trishla Rampuria |
Non-Executive Director (Member) | Yes | Yes | 2 | 2 |
*In the absence of Mr. Satya Narayan Vijayvergiya, Mr. Satya Narayan Gupta was appointed as a chairperson of the Committee in the meeting dated January 30, 2024.
d) Performance Evaluation Criteria for Independent Directors: -
The Performance Evaluation of Independent Directors was done in accordance with the relevant provisions of the Act read with relevant rules made there under and Listing Regulations. Performance evaluation of independent director on the basis of the following criteria was done by the Committee: -
• Professional Qualification of Director.
• Experience of the Director required for the affairs of the Company.
• Knowledge and competency of the Director.
• Attendance and Participation.
• Pro-active and positive approach with regard to Board and Senior Management particularly the arrangements for management of risk and the steps needed to meet challenges from the competition.
• Maintaining confidentiality.
• Acting in good faith and in the interests of the company as a whole.
• Exercising duties with due diligence and reasonable care.
• Complying with legislations and regulations in letter and spirit.
• Openness to ideas, perspectives and opinions and ability to challenge old practices and throwing up new ideas for discussion.
• Maintaining relationships of mutual trust and respect with Board members.
• Capacity to effectively examine financial and other information on operations of the Company and the ability to make positive contribution thereon.
C. Stakeholders Relationship Committee: -
The Constitution of the Stakeholders Relationship Committee is in terms of section 178(5) of the Act and as per Regulation 20 read with Part D of Schedule II of Listing Regulations. The main role of the committee is to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend /notice/annual reports, revalidation of dividend DD etc.
(a) The terms of reference of the Stakeholders Relationship Committee: -
The role of Stakeholders Relationship Committee includes the following:
1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
2) Review of measures taken for effective exercise of voting rights by shareholders.
3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
(b) Composition, name of Members & Chairperson: -
The Stakeholders Relationship Committee of the Company consists of 3 (Three) Directors out of which one is Independent Director one is Non-Executive Director, and one is Executive Director. The Committee is chaired by an Independent Director.
(c) Number of Meetings and attendance of the Stakeholders Relationship Committee: -
During the year, 1 (One) meeting of Stakeholders Relationship Committee was held on May 22, 2023. The required quorum was present at the Meeting.
The table below sets out the Composition and attendance of the Stakeholders Relationship Committee Meeting during the year 2023-24:-
Name of the Director |
Category | Stakeholders Relationship Committee | Entitled to | Attended |
| May 22, 2023 | Attend | |||
Mr. Amitabh Kaushik * |
Independent Director (Chairperson) | No | 1 | - |
Mr. Satya Narayan Vijayvergiya** |
Independent Director (Chairperson) | - | - | - |
Mrs. Trishla Rampuria |
Non-Executive Director (Member) | Yes | 1 | 1 |
Mr. Vaibhav Suranaa |
Executive Director (Member) | Yes | 1 | 1 |
*Mr. Amitabh Kaushik ceased as chairperson of the committee w.e.f. close of Business hours on September 27, 2023.
** Mr. Satya Narayan Vijayvergiya was appointed as a chairperson of the Committee in place of Mr. Amitabh Kaushik w.e.f.
October 16, 2023.
The Committee expresses satisfaction with the Companys performance in dealing with investor grievances. The investor grievances can also be placed on the e-mail: investor@compucom.co.in (d) Name and Designation of Compliance Officer: CS Varsha Ranee Choudhary, Company Secretary of the Company act as a Compliance Officer of the Company.
(e) Number of Shareholders complaints received during the year: -No complaints have been received during the year by the company.
(f) Number of Complaints not solved to the satisfaction of the shareholders During the year: -
No complaints have been received during the year by the company.
(g) Number of pending Complaints: -
There are no pending complaints.
During the year 2023-24 under review, No. of complaints received by the Registrar and Share Transfer Agent are as follows:
Sr. No. |
Nature of Complaints | No. of Complaints received during the year 2023-24 | No. of Complaints resolved during the year 2023-24 | No. of Complaints pending during the year 2023-24 |
| 1. | Non-Receipt of Dividend/Interest/ | NIL | NIL | NIL |
| Redemption Warrant | ||||
| 2. | Non-Receipt of Annual Report | NIL | NIL | NIL |
| 3. | Non-receipt of Refund/Credit of Shares-IPO | NIL | NIL | NIL |
| 4. | SEBI-SCORES | NIL | NIL | NIL |
| Total | NIL | NIL | NIL |
D. Borrowing Committee: -. The board has delegated its power regarding borrowings and relating to loans to be taken by the company to the Borrowing Committee.
(a) Composition, name of Members & Chairperson: -
The Borrowing Committee of the Board of Directors consists of three Directors out of which two - Executive Directors & one is Non-Executive Director. The Committee is chaired by Mr. Surendra Kumar Surana, Chairperson, Managing Director, and CEO of the Company.
(b) Number of Meetings and attendance of the Borrowing Committee: -
During the year, 2 (Two) meetings of Borrowing Committee were held on May 08, 2023, September 04, 2023. The table below sets out the Composition and attendance at the Committee meeting during the year 2023-24: -
Name of the Director |
Category | Borrowing Committee |
Entitled | Attended | |
Meeting |
to | ||||
| May 08, 2023 | Sept. 04, 2023 | Attend | |||
Mr. Surendra Kumar Surana |
Chairperson, Managing Director and CEO (Chairperson) | Yes | Yes | 2 | 2 |
Mrs. Trishla Rampuria |
Non-Executive Director (Member) | Yes | Yes | 2 | 2 |
Mr. Vaibhav Suranaa |
Executive Director (Member) | Yes | Yes | 2 | 2 |
E. Independent Directors:
The Independent Director acts as a guide, coach, and mentor to the Company. The role of an Independent Director includes improving corporate credibility and governance standards and helping in managing risk. They provide independent oversight in the Company. Independent Directors play an important role in deliberations at the Board Meetings and bring to the Company their wide experience in the fields of finance, housing, accountancy, law and public policy. This wide knowledge of both, their field of expertise and Boardroom practices help foster varied, unbiased, independent, and experienced perspectives. The Company benefits immensely from their input in achieving its strategic direction. All the Committees which require Independent Directors in the composition have Independent Directors as specified in terms of the Listing Regulations and the Act. These Committees function within the defined terms of reference in accordance with the Act, the Listing Regulations and as approved by the Board, from time to time. The Independent Directors have confirmed that they satisfy the criteria prescribed for an Independent Director as stipulated in Regulation 16(1)(b) & 25(8) of the Listing Regulations and Section 149(6) of the Act and are independent from the management of the Company. All Independent Directors of the Company have been appointed as per the provisions of the Act and Listing Regulations. Formal letters of appointment have been issued to the Independent Directors. In the opinion of the Board, the Independent Directors fulfill the conditions specified in the Listing Regulations and are independent of the management.
Except, Mr. Amitabh Kaushik None of the Independent Directors has resigned before the expiry of their respective tenures during the financial year 2023-24.
Mr. Amitabh Kaushik has resigned from the post of Independent Director due to some personal reasons, w.e.f. close of business hours on September 27, 2023. Apart from this, there was no other material reason for his resignation. a) Independent Director databank registration:
Pursuant to a notification dated October 22, 2019, issued by the Ministry of Corporate Affairs, all independent directors have completed the registration with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA). Requisite disclosures have been received from the directors in this regard. with regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the institute, as notified under sub section (1) of section 150 of the Act, the Board of Directors have taken on record the declarations submitted by Independent Directors that they are exempt from appearing in the test or they have passed the exam as required by the institute. b) Meeting of Independent Directors:
Schedule IV of the Act and Listing Regulations mandate that the Independent Directors of the Company shall hold at least one meeting in a year, without the attendance of Non- Independent Directors and Members of Management for reviewing the performance of Non-Independent Directors, Chairperson of the company and the Board as a whole.
During the year, 1(One) meeting of Independent Directors was held on May 22, 2023.
The table below sets out the attendance at the Independent Director meeting during the year 2023-24:
Name |
Category |
No. of Meetings held during the year 2023-24 May 22, 2023 | No. of Meetings attended during the year 2023-24 |
Mr. Amitabh Kaushik* |
Independent Director | 1 | 1 |
Mr. Satya Narayan Gupta |
Independent Director | 1 | 1 |
Mr. Satya Narayan Vijayvergiya |
Independent Director | 1 | 1 |
Dr. Baldev Singh |
Independent Director | 1 | 1 |
* Mr. Amitabh Kaushik ceased as member of the committee w.e.f. close of Business hours on September 27, 2023.
F. Senior Management:
Particulars of Senior Management including the changes therein during the financial year 2023-24:
S. No. Name |
Designation | Changes, if any |
| 1. Mr. Sanjeev Nigam | Chief Financial Officer | - |
| 2. Mrs. Swati jain | Company Secretary and Compliance Officer | Resigned on January 31, 2024 |
| 3. Mrs. Varsha Ranee | Company Secretary and Compliance Officer | Appointed on February 01, 2024 |
| Choudhary | ||
| 4. Mr. Deepak Upadhyay | Manager (Operation) | - |
| 5. Mr. Manoj Agarwal | Manager (IT & Media) | - |
| 6. Mrs. Nidhi Sethi | Manager (HR) | - |
| 7. Mr. Ajay Batarka | Manager (Marketing) | - |
| 8. Mr. Amit Arora | Internal Auditor | - |
| 9. Mr. Nitin Kapoor | Manager (IT Services) | - |
(4) REMUNERATION OF DIRECTORS: -a) All pecuniary relationship or transactions of the Non-Executive Directors vis-?-vis the Company: -
None of the Non- Executive Directors have any pecuniary relationship or transaction with the Company apart from receiving sitting fees.
b) Criteria of making payments to Non-Executive and Executive Directors: -
The Non-Executive Directors (NEDs) are paid remuneration by way of sitting fees for attending each Meetings of Board of Directors and Committees thereof, which are within the limits prescribed by the Act and as per the terms and conditions of the appointment.
The remuneration to the Managing Director and Executive Director is decided on the basis of the following Broad criteria: a) Industry trend. b) Remuneration package in other comparable corporate. c) Job Responsibilities. d) Company performance and individual key performance areas.
Note: Remuneration is paid after getting approval from the Nomination and Remuneration Committee, Board of Directors and Shareholders as required. c) Disclosure with respect to remuneration in addition to disclosures required under Companies Act 2013 (i) The details of remuneration & sitting fees paid to the Directors during the year 2023-24 are as follows:
S. No. |
Name of the Director | Salary | Sitting Fee | Commi ssion | Stock Option | Service Contract | Notice Period | No of shares held |
1 |
Mr. Surendra Kumar Surana | 30,00,000 | N A | NIL | NIL | Three (3) Years | 90 days Notice Required | 2037965 |
| 2 | Mr. Ajay Kumar Surana | N.A. | 4000 | NIL | NIL | NIL | NIL | 10000 |
| 3 | Mrs. Trishla Rampuria | N.A. | 32000 | NIL | NIL | NIL | NIL | NIL |
4 |
Mr. Vaibhav Suranaa | 22,60,000 | N A | NIL | NIL | Three (3) Years | 90 days Notice Required | 189487 |
| 5 | Mr. Satya Narayan Vijayvergiya | N.A. | 16000 | NIL | NIL | NIL | NIL | NIL |
| 6 | Mr. Amitabh Kaushik | N.A. | 12000 | NIL | NIL | NIL | NIL | NIL |
| 7 | Dr. Baldev Singh | N.A. | 32000 | NIL | NIL | NIL | NIL | NIL |
| 8 | Mr. Satya Narayan Gupta | N.A. | 32000 | NIL | NIL | NIL | NIL | NIL |
Total remuneration paid to the Managing Director for the financial year 2023-24 is Rs. 30,00,000/- (Rupees Thirty Lakhs Only) and to the Whole Time Director is Rs. 22,60,000/- (Rupees Twenty-Two Lakhs and Sixty Thousand Only) as determined and recommended by the Nomination and Remuneration Committee and approved by the Board of Directors within the limits approved by the shareholders of the company. No other perquisites were provided to the Managing Director and Whole Time Director.
(ii) The contract for service, notice period etc. are applied as per the rules of the Company framed by the Board of Directors from time to time and there is no provision for severance fee etc.
(iii) The Company do not issue any other remuneration and commission to Non-Executive Directors except sitting fees within the limits prescribed by the Act and as per the terms and conditions of the appointment. The Company has issued no Stock Option to Non-Executive Directors till now. The sitting fees paid to the Non-Executive Directors was Rs. 4000/- (Four Thousand only) for their attendance at every Meeting of the Board or Committee.
5) GENERAL BODY MEETINGS: a) Details of the previous three Annual General Meetings with time & Locations: -
Year |
Location | Date | Time |
| 2022-23 | Through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) | September 20, 2023 | 04:00 P.M. |
| 2021-22 | Through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) | August 24, 2022 | 11.30 A.M. |
| 2020-21 | Through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) | September 15,2021 | 3.30 P.M. |
b) Details of Special resolutions passed in previous three annual general meetings: -
S.No. |
Year | No. of special resolution(s) passed in annual general meeting |
1. |
2022-23 | 1. To authorize the board of directors for creation of charge on assets of the company under section 180(1)(a) of the Companies Act, 2013 to secure borrowings made/to be made under section 180(1)(c) of the Companies Act, 2013. |
2. To authorize the board of directors under section 186 of the Companies Act, 2013 upto an aggregate of Rs. 300 crores (Rs. Three hundred crores only). |
||
3. To authorize the board of directors to advance any loan, give any guarantee or to provide any security to all such person specified under section 185 of the Companies Act, 2013 upto an aggregate limit of Rs. 300 crores (Rs. Three hundred crores only). |
||
4. Re-appointment of Mr. Vaibhav Suranaa (DIN:05244109) as a Whole Time Director designated as Executive Director. |
||
2. |
2021-22 | 1 Appointment of Mr. Satya Narayan Gupta (DIN: 07781599) as an Independent Director. |
| 2 Appointment of Dr. Baldev Singh (DIN:08333652) as an Independent Director. | ||
| 3 Re-appointment of Mr. Amitabh Kaushik (DIN:09033384) as an Independent Director. | ||
4 Re-appointment of Mr. Satya Narayan Vijayvergiya (DIN:03185976) as an Independent Director. |
||
| 5 Re-appointment of Mr. Surendra Kumar Surana (DIN: 00340866) as a Chairperson, | ||
| Managing Director (MD) and Chief Executive Officer. | ||
3. |
2020-21 | No Special Resolution passed. |
c) Details of Special Resolution passed last year through postal ballot: -
During the year, the Company did not pass any resolution through postal ballot. d) Details of special resolution is proposed to be conducted through postal ballot:
None of the resolutions proposed to be passed in the AGM Notice requires to be conducted through postal ballot.
6) MEANS OF COMMUNICATION: a) Quarterly Results: The quarterly results of the Company are submitted to Stock Exchanges as per Regulation 33 of the Listing Regulations. The quarterly results are available on our weblink at http://compucom.co.in/investors/ financial-filings/ b) Newspaper: Newspapers in which results of the Company are normally published: (i) Financial Express, in English (National) (ii) Nafa Nuksan, in Hindi (Vernacular). c) Website: The Companys website contains a separate dedicated section ‘Investor. It contains comprehensive database of information of interest to our investors including the financial results and Annual Report of the Company, information on dividend declared by the Company, any price sensitive information disclosed to the regulatory authorities from time to time, business activities and the services rendered / facilities extended by the Company to our investors, in a user-friendly manner. The basic information about the Company as required in terms of Listing Regulations is provided on Companys website and the same is updated regularly. The Companys website is www.compucom.co.in.
The shareholders can also access the details of Corporate Governance Policies, Board Committee Charters, Memorandum and Articles of Association, Financial Information, Shareholding Information, and Shares transferred / liable to transfer to IEPF, etc. as required to disseminate under Regulation 46 of Listing Regulations under separate dedicated section ‘Investor on the weblink: https://compucom.co.in/investors/. d) Media Releases and Presentations: Official media releases are sent to the Stock Exchanges before their release to the media for wider dissemination. Presentations made to media, analysts, institutional investors, etc. are posted on Companys website. e) Stock Exchanges: The Companys results and other Corporate Announcements are regularly sent to the BSE
Limited through BSE Corporate Compliance & Listing Centre (the "Listing Centre"), National Stock Exchange of India Ltd through Digital exchange and NSE Electronic Application Processing System (NEAPS) Portal and The Calcutta Stock Exchange Limited through Mail.
f) Securities and Exchange Board of India Complaints Redress System (SCORES): The investor complaints are processed in a centralized web-based complaints redressal system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.
7) GENERAL SHAREHOLDERS INFORMATION:
a) Annual General Meeting Date, Time and Venue |
Saturday, August 24, 2024, at 4:00 P.M. |
b) Financial Year: |
April 1, 2024, to March 31, 2025 |
c) Dividend Payment Date |
Final dividend to be paid within 30 days on or after |
August 24, 2024, subject to the approval of shareholders in the Annual General Meeting. |
|
d) Listing on Stock Exchanges: |
The shares of the Company are listed on |
BSE Limited (BSE), Phiroze Jeejeebhoy Towers Dalal |
|
| Street, Mumbai - 400001 | |
National Stock Exchange of India Limited (NSE), |
|
| Exchange Plaza, 5th Floor, Plot No. C-1, G Block, | |
| Bandra-Kurla complex, Bandra (E) Mumbai - 400051 | |
*Calcutta Stock Exchange Limited (CSE), 7 Lyons |
|
| Range, Dalhousie, Kolkata – 700001 West Bengal | |
The Annual Listing fee has been paid except to CSE due to neither receiving of invoice nor providing any services. |
|
e) Stock Code/ Symbol |
BSE Scrip Code : 532339 |
| NSE Symbol : COMPUSOFT | |
| CSE Scrip Code : 13335 | |
| Series: EQ | |
f) Market Price data:High/Low during |
Please see Annexure No. A of this report. |
each month in last Financial Year |
|
g) Performance in comparison to broad based indices |
Please see Annexure No. B of this report. |
such as BSE Sensex and NSE Nifty |
|
h) Reason for suspended Securities |
Not Applicable |
i) Registrar & Share Transfer Agent |
The Company has appointed a Registrar for dematerialization (Electronic Mode) and physical maintenance of shares whose details are given below: |
| MCS Share Transfer Agent Limited | |
| Unit: Compucom Software Limited | |
| F-65, Ist Floor, Okhla Industrial Area, Phase-1, | |
| New Delhi-110020, India Ph.: +91-11-41406149, | |
| Fax: +91-11-41709881 | |
| E-mail: admin@mcsregistrars.com | |
j) Share Transfer System |
The Company has appointed a common Registrar for the dematerialization of shares. As required under Regulation 40(9) & (10) of the SEBI (LODR) Regulations, 2015, a certificate is required to be obtained from a Practicing Company Secretary within 30 days from the end of financial year, certifying that all certificates have been issued within the time period specified in the Regulation from the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies. |
The certificate in this regard has been obtained from M/s. V.M. & Associates, Company Secretaries and the same has been forwarded to BSE, NSE and *CSE. Transfers of equity shares in electronic form are affected through the depositories with no involvement of the Company. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary) are authorized by the Board severally to approve the transfers, which are noted at subsequent Board. |
|
k) Distribution Schedule & Distribution of Shareholding |
The total shareholding of the Company as on March |
Pattern |
31, 2024, was 7,91,25,188 shares. Distribution is attached as Annexure C |
l) Dematerialization of Shares and Liquidity |
99.64% of the paid-up capital is held in dematerialized form as on March 31, 2024, and are frequently traded. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Companys shares is INE453B01029. As amended, securities of listed companies can be transferred only in dematerialized form with effect from April 01 2019, but as per SEBI CircularSEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 |
, in case of request received for transmission or transposition of securities held in physical or dematerialized form shall be effected only in dematerialised form with effect from January 24, 2022.However, investors are not barred from holding shares in physical form. We request shareholders whose shares are in the physical mode to dematerialize their shares and update their bank accounts and email IDs with the respective depository participants to enable us to provide better service. |
|
m) Outstanding global depository receipts or American depository receipts or warrants or any convertible instruments, conversion date and likely impact on equity |
Not Applicable |
n) Commodity price risk or foreign exchange risk and hedging activities |
Not Applicable |
o) Plant Location |
Not Applicable |
p) Address for correspondence |
IT 14-15, EPIP, Sitapura,Jaipur-302022 (Rajasthan) |
q) List of all credit ratings obtained by the entity along with any revision thereto during the year |
The Company has obtained the following rating on long term and short-term bank facilities assigned by CARE Ratings Limited as on July 05, 2023. (CARE Ratings). |
Sr. |
Security/Instrument/ | Amount | Rating |
No. |
Facility name | (Rs in Crores) | |
| 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) |
8) OTHER DISCLOSURES: a) Materially Significant Related Party Transactions:
There have been no materially significant related party transactions, monetary transactions or relationships between the Company and its directors, the management, subsidiaries, or relatives, except for those disclosed in the Boards Report. Detailed information on materially significant related party transactions is enclosed as Annexure IV to the Boards Report. The Board has approved a policy for related party transaction which has been uploaded on the Companys website at the following link http://compucom.co.in/mdocs-posts/policy-on-materiality-of-related-party-transactions-2/ b) Policy for determining material subsidiaries:
The company has formulated a Policy for determining material subsidiary in accordance with the provisions of regulation 16(1) (c) of the Listing Regulations. The policy is available on the weblink: https://compucom.co.in/ mdocs-posts/policy-for-determining-material-subsidiary/ c) Strictures or Penalties:
During the last three years 2021-22, 2022-23 and 2023-24 there were no non-compliances/ strictures or penalties imposed on the company either by the Securities and Exchange Board of India or Stock Exchange(s) or any other Statutory Authority for non-compliance of any matter related to Capital Markets. d) 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 under which the employees, Directors and other stakeholders are free to report matters such as generic grievances, corruption, misconduct, fraud, misappropriation of assets and noncompliance of code of conduct to the Company. The policy safeguards the whistle blowers against victimization or grievances and also provides a direct access to the chairperson 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 the Company has not received any query regarding thereof.
The Vigil Mechanism is available on the weblink https://compucom.co.in/mdocs-posts/vigil-mechanism-policy-3/ e) Compliance with Mandatory and Other Recommendatory Requirements:
The Company has complied with all mandatory requirements of Regulation 27 and Regulation 34 of the Listing Regulations.
The Company also follows some discretionary requirements as per part E of schedule II of Listing Regulations, the Company is in the regime of unqualified Financial Statements by the auditors and the Internal Auditor directly reports to the Audit Committee of the Company. f) Certification from Company Secretary in Practice:
M/s V. M. & Associates, Company Secretaries, has issued a certificate required under the Listing Regulations, confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure-D with Corporate Governance Report. g) Details of total fees paid to Statutory Auditors: The details of total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the Statutory Auditor and all entities in the network firm/ network entity of which the statutory auditor is a part, are as follows: (Rs. in Lakhs)
Type of service |
2023-24 | 2022-23 |
| Audit Fees | 3.73 | 3.45 |
| Other Services | 0.93 | 0.86 |
Total |
4.66 | 4.31 |
Audit Fees include audit and audit related services. h) Complaints pertaining to 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. The Details regarding the Internal Complaints Committee and complain received against sexual harassment is as follow: -a. Number of Complaints filed during the financial year: -NIL.
b. Number of Complaints disposed of during the financial year: - NIL. c. Number of complaints pending as on end of financial year: - NIL i) Particulars of loans, guarantees and investments by company and its subsidiary.:
During the Financial Year, the subsidiary i.e. CSL Infomedia Private Limited has given Loan to Compucom Technologies Private Limited of Rs. 4.00 Cr. And during the year Investments made by Compucom Software Limited in CSL Infomedia Private Limited of Rs. 8.46 Cr. covered under section 186 of the Act are provided in Note No. 07 of the Consolidated Financial Statements provided in this Annual Report. j) Details of incorporation and appointment of Statutory Auditor and Secretarial Auditor of material subsidiaries:
CSL Infomedia is an unlisted material wholly Owned Subsidiary Company of Compucom Software Limited which was incorporated on April 18, 2007, Jaipur Rajasthan. "M/s S. Misra & Associates, Chartered Accountants Jaipur" appointed as a Statutory Auditor of the Subsidiary Company from 12thAnnual General Meeting i.e. September 4, 2019, till conclusion of 17th AGM which will be held in 2024.
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 Subsidiary Company for the financial year 2023-24.
The Secretarial Auditors Report for Financial Year 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as Annexure F to the Corporate Governances Report in this Annual Report.
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 15, 2024, to carry out Secretarial Audit for the financial year 2024-25. They are eligible to become the Secretarial Auditor as per the rules of the Act. k) Unclaimed Dividend
Section 124 of the Act, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), mandates that companies transfer dividend that has remained unclaimed for a period of seven years from the date of transfer to unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the rules mandate that the shares on which dividend has not been paid or claimed for seven consecutive years or more is also required to be transferred to the IEPF.
During the year 2023-24, Rs. 1,12,023/- (Rupees One Lakh Twelve Thousand Twenty-Three only) were transferred to IEPF.
DETAILS OF UNCLAIMED DIVIDEND AS ON MARCH 31, 2024
Financial Year |
Date of Declaration of Dividend | Total Dividend (Rs.) | Unclaimed Dividend (Rs.) | Due for transfer to IEPF |
| 2016-17(Final) | 27-Sep-2017 | 79,12,518.80 | 1,55,346.00 | October, 2024 |
| 2017-18(Final) | 18-Sep-2018 | 79,12,518.80 | 1,16,159.00 | October, 2025 |
| 2018-19 (Final) | 05-Sep-2019 | 79,12,518.80 | 1,66,614.80 | October, 2026 |
| 2019-20(Final) | 23-Sep-2020 | 2,37,37,556.40 | 2,29,744.41 | October, 2027 |
| 2020-21(Final) | 15-Sep-2021 | 2,37,37,556.40 | 3,76,637.17 | October,2028 |
| 2021-22(Final) | 24-Aug-2022 | 3,16,50,075.20 | 5,30,202.52 | September, 2029 |
| 2022-23 (Final) | 20-Sep-2023 | 3,16,50,075.20 | 1,57,900.59 | October, 2030 |
Total Unclaimed Amount |
17,32,604.49 |
In order to educate the shareholders and with an intent to protect their rights, the Company also sends regular reminders to shareholders to claim their unclaimed dividends / shares before it is transferred to IEPF. Shareholders may note that both the unclaimed dividend and corresponding shares transferred to IEPF, including all benefits accruing on such shares, if any, can be claimed from IEPF following the procedure prescribed in the Rules. l) Shares transferred to IEPF:
During the year, the Company has transferred 20,961 (Twenty thousand Nine hundred and Sixty-One) shares to IEPF in accordance with IEPF rules due to dividends unclaimed for seven consecutive years. During the year, the Company did not receive any applications from shareholders for claiming shares in IEPF.
m) Management Discussion and Analysis:
A detailed report on Management Discussion and Analysis is given as an annexure in Board Report as Annexure VII. During the year, there have been no material financial and commercial transactions made by the management where they have personal interest that may have a potential conflict with the interest of the Company at large. n) Disclosures of Compliance:
The Company has complied with the mandatory requirements of Corporate Governance as specified in Regulation 17 to 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 of Listing Regulations.
As required by Schedule V of the Listing Regulations, the Auditors certificate on corporate governance is enclosed as Annexure IX to the Boards Report. o) Regulatory Orders:
There are no orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future. p) Reconciliation of Share Capital Audit:
A qualified practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in aggregate with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. q) Financial Statements/Accounting Treatments:
In the preparation of Financial Statements, the Company has followed the Indian Accounting Standards. As required by Regulation 17(8) of the Listing Regulations the CEO and CFO have given Compliance Certificate on financial statements to the Board of Directors. Certificate of CEO and CFO is attached in the later section of this Annual Report attached as Annexure-X r) Board Disclosures – Risk Management:
The Company has laid down systems to inform the Board about the risk assessment and minimization procedures. The risks and the Companys mitigation strategies are periodically discussed and reviewed by Board of Directors to ensure effective controls. s) Code of Conduct:
In compliance with the Listing Regulations and the Act, the Company has framed and adopted a code of conduct 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 our website, at https:// compucom.co.in/mdocs-posts/code-of-conduct-2/ All members of the Board, the executive officers and senior officers have affirmed compliance to the Code as on March 31, 2024. A declaration to this effect, signed by the Chief Executive Officer and Managing Director is attached as Annexure-E with Corporate Governance Report. t) Disclosure of agreements mentioned in Clause 5A of Para A of Part A of Schedule III:
There is no agreement entered into as mentioned in Clause 5A of Para A of Part A of Sch III of Listing Regulations.
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