Dear Members,
Your Directors hereby present the 23rd Annual Report on the
business and operations of your Company along with the Audited Financial Statements for
the financial year ended 31st March, 2022.
FINANCIAL HIGHLIGHTS:
The highlights of the Financial Results are as tabulated below:
(Rs. in Lakh)
| Particulars |
Standalone |
Consolidated |
|
31st March, 2022 |
31st March, 2021 |
31st March, 2022 |
31st March, 2021 |
| Revenue from Operations & |
4,22,395.14 |
3,74,695.09 |
4,22,395.14 |
3,74,718.21 |
| Other Income |
|
|
|
|
| Less: Expenses |
4,10,945.25 |
3,65,272.52 |
4,10,947.38 |
3,65,274.93 |
| Profit before Interest, |
11449.89 |
9422.57 |
11,447.76 |
9,443.28 |
| Taxation & Depreciation |
|
|
|
|
| Less: Finance Costs |
7442.99 |
6294.71 |
7442.99 |
6294.71 |
| Less: Depreciation |
340.69 |
359.31 |
340.69 |
359.31 |
| Profit before Tax |
3666.21 |
2768.55 |
3,664.08 |
2,789.26 |
| Less: Tax Expense |
989.23 |
721.11 |
989.23 |
721.11 |
| Profit after Tax Provision |
2,676.98 |
2,047.44 |
2,674.85 |
2,068.15 |
| Less: Other Comprehensive Income |
2.10 |
82.04 |
2.10 |
82.04 |
| Balance brought forward |
16,913.44 |
14,913.91 |
16,985.73 |
14,965.49 |
| Amount available for |
19,588.32 |
17,043.39 |
19,658.48 |
17,115.68 |
| Appropriation: |
|
|
|
|
| Less: Provision for Gratuity |
|
|
|
|
| Dividend for Financial year 2018-2019 |
(129.95) |
(129.95) |
(129.95) |
(129.95) |
| Dividend Tax for Financial year 2018-2019 |
0 |
0 |
- |
- |
| Less: Minority Interest |
- |
- |
- |
- |
| Balance Carried to Balance Sheet |
19,458.37 |
16,913.44 |
19,528.53 |
16,985.73 |
| EPS (Basic) |
4.12 |
3.28 |
4.11 |
3.31 |
| EPS (Diluted) |
4.12 |
3.28 |
4.11 |
3.31 |
BUSINESS PERFORMANCE:
Standalone:
The Company s Net Comprehensive Income has increased by 25.62%,
standing at Rs. 2674.88 Lakh, as compared to Rs.2129.48 Lakh in the previous year. The
Company registered an increase in revenue by 12.73%, to Rs.4,22,395.14 Lakh as compared to
Rs. 3,74,695.09 Lakh in the previous year.
Consolidated:
The Company s Net Comprehensive Income has increased by 24.31% as the
Net Profit after Tax stood at Rs.2,672.75 Lakh as compared to Rs.2,150.19 Lakh in the
previous year. The consolidated revenue was up by 12.73%. Our consolidated revenue has
increased to Rs.4,22,395.14 Lakh as compared to Rs. 3,74,718.21 Lakh in the previous year.
DIVIDEND:
For the financial year 2021-22, your Directors have recommended a
dividend of Rs.0.20/- per share on face value of Rs. 2.00/- per share of the Company,
i.e., 10% of the face value. The said dividend on Equity Shares is subject to the approval
of the shareholders at the ensuing 23rd Annual General Meeting of the Company
(hereinafter referred to as "AGM").
TRANSFER TO RESERVES:
The whole profit after tax has been transferred to Surplus in the
Statement of Profit & Loss. No amount is transferred to General Reserves Account.
BUSINESS STRATEGY:
Your Company is one of the prominent providers of IT and mobility
products and services. The Company s strategies serve as an important link between our
channel partners and ultimately benefitting the end-customers. The Company s road map has
been spread across the length and breadth of the nation with a remarkable presence across
the metro cities as well as Tier II and Tier III cities. This would assist in accelerating
the volume for the distribution intermediaries. Different product segments are catered
through separate sales channels, establishing dedicated focus and better service quality
for the end-users.
Continuous training and support is provided to the downstream
distributors to keep them updated about the latest products and offerings, guiding them in
sustaining and growing their businesses. Various credit schemes are exercised to smoothen
their financial operations. A frequent turnaround of inventory gets exercised to make the
resellers available with a wide range of offerings towards the end users. They also serve
the end users during the warranty period by servicing their needs.
Covid-19 had an impact on the businesses throughout the world across
the industries. FY2022 was a challenging year for the industry. It began with the deadly
second wave of Covid-19 which brought back the lockdown restrictions to prevent the spread
of the virus. As the year progressed, the lockdown restrictions were eased before the
country was again hit by the third wave of the virus. Thankfully, the third wave did not
prove to be a deadlier one and lasted for a short period of time. Another major disruption
faced during the year was on account of shortage of semi-conductors. The production
timelines for the manufacturers who were dependent on semi-conductors were impacted and
hence the supply of the end finished product were affected.
Positive impact of Covid-19 on the IT Distribution Industry has been
the emergence of working from home. Work from home led to a new set of demand for IT
products such as laptops, desktops and accessories which improves work efficiency. It also
led to increased demand for enterprise, cyber security and cloud software which are
essential for efficient and safe working environment for the corporates. In FY2022, the
demand was led by restarting of offices and while some of the demand continued to come
from work from home segments. We believe the future of work will be a mix of work from
office and home. This will require new additional investments by the corporates in the
areas of remote working and cloud services. The demand for mobiles and laptops has also
increased for personal use for efficient communication, education and entertainment
purposes. All these factors collectively will lead to sustainable demand.
Employees health and safety have been the priority for the Company. The
Company undertook all the necessary measures for effective social distancing and
sanitization to provide a safe working environment to its employees. Despite of these
challenging conditions, the Company continued to progress on its business strategy. The
most important focus area for the Company continues to be brand addition for growth. The
Company has added newer brands, improved its operating efficiency with better product mix
and undertook cost efficiency initiatives to maintain the profitability. These
partnerships will enable us to scale up our business in the more profitable business
segments leading to better return on its capital and at the same time provide better reach
to these brands in terms of customers especially into the Tier II and Tier III cities.
IT products, in the long term, have to grow on sustainable basis, given
the need for digitalization, especially in our country. The world is moving in a rapid
space towards complete digitalization, and this is not possible without an extensive use
of IT products and its services. Along with the rising adoption of IT products,
distributors like us will play a very crucial role for this journey to be successful.
Going forward, the Company s focus will continue to keep on adding new
brands to its portfolio, penetrate newer regions to increase the scale of the business,
improve the product mix and optimize the cost structure to drive the profitability and
thus, create value for all its stakeholders.
Moving further, the Company s business strategy would continue to be as
follows:-
- Partner with newer marquee brands to widen its product portfolio.
- Focus on higher profitable business segments to efficiently allocate
capital and hence improve the overall return on investment.
- Continue the cost efficiency initiatives to improve the profitability
of the Company.
- Increase its reach and penetration from 600 cities and 12,000
partners to 1000 cities and 20,000 partners.
- Launch of online purchase model for Channel Partners which will help
to tap larger market share.
- Materially enhance the efficiency of its work delivery processes
through good planning, flexibility amongst its workforce and utilising available
technology and field tools.
- Ensuring the overall safety of its people, recruiting, training and
retaining the best people and delivering on shareholder value.
- To deliver differentiated offerings to the clients which in turn will
enhance their productivity and thus brings overall efficiency and effectiveness of the
business. - Periodically optimise various operational parameters to bring in effectiveness
of organisational structure and processes which helps in aligning and meeting strategic
goals.
SUBSIDIARY COMPANY:
Compuage Infocom (S) Pte. Ltd.:
Compuage Infocom (S) Pte. Ltd. is a wholly-owned subsidiary of the
Company. There was no business activity in the Subsidiary Company during the year as the
Company has transferred its business to its Singapore Branch.
In accordance with Section 129(3) of the Companies Act, 2013
(hereinafter referred to as "Act"), a statement containing salient
features of the financial statements of the subsidiary companies in Form AOC-1 is appended
as Annexure A to the
Directors Report.
Further, no new subsidiary was acquired nor any subsidiary ceased to
exist during the year under review.
OVERSEAS OPERATIONS:
Your Company s overseas operations are carried out through branch
office established in Singapore. It has served as a medium to manage business more
effectively. This overseas presence has enabled to achieve economies of scale.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company and its
subsidiary, prepared in accordance with the Act and applicable Accounting Standards along
with all relevant documents and the Auditors Report, form part of the Annual
Report.
Pursuant to Section 136 of the Act, the financial statements of the
subsidiary are kept open for inspection of the Shareholders at the Registered Office of
the Company.
SHARE CAPITAL:
During the year under review, there was no change in the share capital
of the Company.
The Company had allotted 1,00,00,000 Cumulative Non-Convertible
Compulsorily Redeemable Preference Shares of Rs.10/- each aggregating to Rs.10,00,00,000/-
to Karvy Capital Limited Demeter Portfolio (hereinafter referred to as
"Investor Representative") on Private Placement basis,
via Members approval through Postal Ballot dated 6th May, 2019. Thereafter,
pursuant to the exercise of Put Option by the Investor Representative and the Amendment to
the Investment Agreement entered into between the Investor Representative and the Company,
the payments of the Put Option Price by the Company to the Redeemable Preference
Shareholders were made in three tranches on 19th June, 2021, 19th
July, 2021 and 19th August, 2021 and the respective shares were extinguished
accordingly.
Further, the Board of Directors of your Company, in its Meeting held on
16th February, 2022, had approved the offer and issuance of fully paid-up
equity shares of the Company for an amount not exceeding Rs. 50 Crore (Rupees Fifty Crore
Only) by way of a rights issue to the eligible equity shareholders of the Company as on
the record date (to be determined and notified subsequently), in accordance with
applicable laws, including the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018, as amended, subject to such approvals, as
may be required under the applicable laws (hereinafter referred to as "Rights
Issue"). For the purposes of giving effect to the Rights Issue, the detailed
terms in relation to the Rights Issue, including but not limiting to the issue price,
rights entitlement ratio, record date, timing and terms of payment will be determined in
due course.
LIQUIDITY:
We maintain sufficient liquidity to meet our strategic and operational
requirements. We understand that liquidity in the Balance Sheet has to balance between
earning adequate returns and the need to cover financial and business risks. We are agile
and prepared to meet unforeseen business needs, if any.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Directors:
The current composition is an appropriate mix of Executive and
Non-Executive Directors to maintain the independence of the Board and separate its
functions of governance and management. As on 31st March, 2022, the Board of
Directors consists of 6 members, 2 of whom are Executive Directors and 4 are Non-Executive
Directors.
Mr. Virendra G. Bhatt (DIN: 02343351), who had been appointed as the
Additional Non-Executive Independent Director of the Company with effect from 25th
February, 2021, was appointed as a Non-Executive Independent Director to hold office for a
consecutive term of 5 (Five) years, commencing from 6th July, 2021 to 22nd
February, 2026, with shareholders approval via Special Resolution through Postal Ballot
dated 5th July, 2021.
Further, Mrs. Fatima Hussaini Nasab (DIN: 08507217), resigned from the
post of Non-Executive Independent Director, expressing her inability to continue to hold
office of her directorship due to health issues and certain other pre-occupations with
effect from 7th February, 2022. Furthermore, based on the recommendation of the
Nomination and Remuneration Committee of the Company, the Board had appointed Ms. Hetal
Kudecha (DIN: 09148116) as an Additional Non- Executive Independent Director of the
Company with effect from 7th February, 2022. Ms. Hetal Kudecha was then
appointed as the Non- Executive Independent Director to hold office for a consecutive term
of 5 (Five) years, commencing from 7th February, 2022 to 6th
February, 2027, with shareholders approval via Special Resolution through Postal Ballot
dated 28th March, 2022.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Act, following persons
are the Key Managerial Personnel of the Company: - Mr. Atul H. Mehta Managing Director -
Mr. Bhavesh H. Mehta Whole-Time Director - Ms. Hasti Pala - Company Secretary
During the financial year 2021-22, Mr. Sunil Mehta resigned from the
position of Chief Financial Officer with effect from 28th February, 2022 due to
prolonged health issues. Further, Ms. Hasti Pala was appointed as the Company Secretary
and Compliance Officer of the Company with effect from 29th March, 2022,
consequent to the resignation of Ms. Anmol Jolly from the said position on account of
changes in her role and responsibilities within the Company with effect from 29th
March, 2022.
BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own
performance, Board, Committees and Individual Directors pursuant to the provisions of the
Act and the Corporate Governance requirements as prescribed in the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as "Listing Regulations").
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as the Board composition
and structure, roles and responsibilities, monitoring of programs, execution and
performance of duties and obligations, etc.
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee Members on the basis of the criteria such as the
composition of Committees, comprehensiveness of the discussions, effectiveness of
Committee s recommendation for the decision making of the Board, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the Individual Directors on the basis of criteria such as the contribution
of the Individual Director to the Board and Committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
knowledge acquired with regard to the Company s business, understanding of industry and
global trends, etc.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the Board as a whole and performance of the
Chairman was evaluated. Performance evaluation of Independent Directors was done by the
entire Board, excluding the Independent Director being evaluated.
The outcome of Board and Directors evaluation showed positive ratings
in terms of level of commitment and engagement by all the Directors.
BOARD MEETINGS:
The Board met nine times during this financial year, the details of
which are given in the Corporate Governance Report appended as Annexure C to the Directors
Report. The intervening gap between the Meetings was within the period prescribed under
the Act and Regulation 17 of the Listing Regulations.
DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have given declarations
that they meet the criteria of Independence as laid down under Section 149(6) of the Act
and Regulation 16(b) of the Listing Regulations.
Further, they have duly registered themselves with the Independent
Directors Databank of the Ministry of Corporate Affairs. The requirement of appearing for
the prescribed Online Proficiency Self-Assessment Test is not applicable on Mr. Ganesh S.
Ganesh (DIN: 00010877) and Mr. Vijay Agarwal (DIN: 00058548), Non-Executive Independent
Directors of the Company. Mr. Virendra G. Bhatt (DIN: 02343351) and Ms. Hetal Kudecha
(DIN: 09148116), Non-Executive Independent Directors of the Company, have appeared for and
passed the prescribed Online Proficiency Self-Assessment Test.
During the financial year 2021-22, all the Independent Directors have
worked with utmost integrity and their expertise and experience in their respective fields
have been of great importance to the growth of the Company in the opinion of the Board.
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (hereinafter referred to as "CSR")
initiatives of the Company were under the thrust area of healthcare and sanitation and
promoting education to underprivileged children. The brief outline of the CSR Policy and
revised format of CSR Report as prescribed in the Companies (CSR Policy) Amendment Rules,
2021, is appended as
Annexure B to the Directors Report. The CSR Policy including CSR list
of projects undertaken during financial year 2021-
22 is also available on the Company s website at www.compuageindia.com.
For other details regarding the CSR Committee, please refer to the Corporate Governance
Report appended as Annexure C to the Directors Report.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, copy
of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act
read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed
on the website of the Company at www.compuageindia.com.
CORPORATE GOVERNANCE:
Your Company has a rich legacy of ethical governance practices,
commitment towards transparency and places high emphasis on business ethics. A Report on
Corporate Governance duly approved by the Board of Directors in accordance with the
Listing Regulations, along with a certificate from the Statutory Auditors of the Company
confirming the compliance with the conditions of Corporate Governance is appended to the
Directors Report as Annexures C and F respectively.
MANAGEMENT DISCUSSION AND ANALYSIS:
A report on Management Discussion and Analysis which includes details
on the state of affairs of the Company as required under the Regulation 34(2)(e) of the
Listing Regulations forms part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required under the Act, read with the
Companies (Accounts) Rules, 2014 is given hereunder:
A. Conservation of energy:
Your Company is primarily engaged in marketing and trading activities
and has not consumed energy of any significant level and hence no additional investment is
required to be made for reduction of energy consumption. However, the Company will
continue with its efforts to conserve the energy.
B. Technology absorption:
The Company s operations do not require significant absorption of
technology.
C. Earnings And Outgo in Foreign Exchange:
(Rs. in Lakh)
| Particulars |
Standalone and |
Consolidated |
|
Current Year (in Rs.) |
Previous Year (in Rs.) |
| Foreign Exchange Earnings |
0.00 |
10,788.74 |
| Foreign Exchange Outgo |
2.37 |
10,681.92 |
PREVENTION AND REDRESSAL OF SEXUAL HARRASSEMENT AT WORK PLACE:
The Company has a Policy on "Prevention of Sexual Harassment of
Women at Work Place" and matters connected therewith or incidental thereto covering
all the aspects as contained under the Sexual Harassment of Women at Work Place
(Prohibition, Prevention and Redressal) Act, 2013. Your Directors state that during the
year under review, no cases were filed pursuant to the Sexual Harassment of Women at Work
Place (Prevention, Prohibition and Redressal) Act, 2013.
The Company has submitted an Annual Report to the District Women and
Child Development Office stating that there were no complaints in the Company with respect
to sexual harassment at workplace. The Company has an Internal Complaints Committee in
place in accordance with the provisions under the Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act, 2013.
HUMAN RESOURCES:
Human Resource has always been one of the most valued stakeholder and a
key differentiator for your Company. The Company is committed to hiring and retaining the
best talent which creates a combination of commitment, leadership and culture in
workforce. It has also put concerted efforts in talent management and succession planning
practices, strong performance management, learning and training initiatives. The Company
has a structured induction process for all locations. During the year under review, your
Company has focused on promoting a collaborative, transparent, participative organization
culture and rewarding high performance employees with recognition and which in turn allows
the employees to develop their skills and grow.
The determined and persisted efforts of employees have improved the
Company s efficiency and productivity during the year under review. The Company has a
workforce of 704 employees as on 31st March, 2022.
PERFORMANCE OF EMPLOYEES:
A. The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
i) Details of the ratio of remuneration of each Director to the median
remuneration of the employees for the financial year 2021-22:
| Sr. No. |
Name of the Directors |
Designation |
Ratio to median remuneration of the
employees |
| 1. |
Mr. Atul H. Mehta |
Chairman and Managing Director |
65.67:1 |
| 2. |
Mr. Bhavesh H. Mehta |
Whole-Time Director |
65.67:1 |
| 3. |
Mr. Ganesh S. Ganesh |
Non-Executive Independent Director |
NA |
| 4. |
Mr. Vijay Agarwal |
Non-Executive Independent Director |
3.28:1 |
| 5. |
Mr. Virendra G. Bhatt* |
Non-Executive Independent Director |
3.83:1 |
| 6. |
Mrs. Fatima Hussaini Nasab** |
Non-Executive Independent Director |
2.74:1 |
| 7. |
Ms. Hetal Kudecha*** |
Non-Executive Independent Director |
1.10:1 |
*Appointed as Non-Executive Independent Director w.e.f. 6th
July, 2021 ** Resigned as Non-Executive Independent Director w.e.f. 7th
February, 2022 ***Appointed as Non-Executive Independent Director w.e.f 7th
February, 2022
ii) The percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary in the financial year
2021-22:
| Sr. No. |
Name of the Directors |
Designation |
% increase in remuneration |
| 1. |
Mr. Atul H. Mehta |
Chairman and Managing Director |
- |
| 2. |
Mr. Bhavesh H. Mehta |
Whole-Time Director |
- |
| 3. |
Mr. Ganesh S. Ganesh |
Non-Executive Independent Director |
NA |
| 4. |
Mr. Vijay Agarwal |
Non-Executive Independent Director |
- |
| 5. |
Mr. Virendra G. Bhatt* |
Non-Executive Independent Director |
600 |
| 6. |
Mrs. Fatima Hussaini Nasab** |
Non-Executive Independent Director |
- |
| 7. |
Ms. Hetal Kudecha*** |
Non-Executive Independent Director |
- |
| 8. |
Mr. Sunil Mehta# |
Chief Financial Officer |
26.07 |
| 9. |
Ms. Anmol Jolly## |
Company Secretary |
239.42 |
| 10. |
Ms. Hasti Pala### |
Company Secretary |
- |
*Appointed as Non-Executive Independent Director w.e.f. 6 July, 2021
**Resigned as Non-Executive Independent Director w.e.f. 7th
February, 2022 ***Appointed as Non-Executive Independent Director w.e.f. 7th
February, 2022 #Resigned as Chief Financial Officer w.e.f. 28th February, 2022
##Resigned as Company Secretary w.e.f. 29th March, 2022 ###Appointed as Company
Secretary w.e.f 29th March, 2022
iii) The percentage increase in the median remuneration of employees in
the financial year 2021-22: 0.84%
iv) The number of permanent employees on the rolls of Company: 704
v) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
There was 0.95% increase in the median percentage for the salaries of
employees other than the managerial personnel.
vi) It is hereby affirmed that remuneration is as per the remuneration
policy of the Company.
B. Details of the every employee of the Company as required pursuant to
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
| Particulars |
Name: Atul H. Mehta |
Name: Bhavesh H. Mehta |
|
Age: 62 |
Age: 49 |
| Designation, Nature of duties and Date of commencement of
Employment |
Chairman and Managing Director, Specialized in Finance and
Strategic Planning (08.09.2008) |
Whole-time Director, Specialized in Imports and Logistics
(18.10.2000) |
| Qualification / Experience |
MBA U.S.A (32) |
M.Com (25) |
| Gross Remuneration Rs. |
1,20,00,000/- |
1,20,00,000/- |
| Nature of employment |
Contractual |
Contractual |
| Relationship |
Brother of Mr. Bhavesh H. Mehta, Whole- Time Director |
Brother of Mr. Atul H. Mehta, Chairman and Managing Director |
| Previous Employment |
Business |
Business |
| Percentage of Equity shares held in the Company |
23.02% |
23.02% |
Note: The above amount does not include provision of gratuity,
provident fund and leave encashment
Note:
1. Neither Managing Director or Whole-Time Director or any other
directors of the Company have received any remuneration or commission from subsidiary of
the Company.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS:
The Company has an in-house Internal Audit function. To maintain its
objectivity and independence, the Internal Audit function reports to the Chairman of the
Audit Committee of the Board. The Internal Audit department have also carried out adequate
due diligence of the internal control system, its compliance with operating systems and
financial control, policies of the Company at all locations of the Company. Robust and
continuous internal monitoring mechanisms have been ensured and assessed during the year
under review and no material weaknesses were observed.
The Board of Directors of the Company is responsible for ensuring that
internal control system and processes which have been laid down by the Company are
adequate and operating effectively. Additionally, the Board had appointed Malvika &
Associates, Chartered Accountants, (Firm Reg. No. 123635W), for financial year 2021-22 in
accordance with Section 138 of the Act to have internal financial control checks and
ensure adequate transparency.
The Audit Committee of the Board of Directors periodically reviews the
audit plans, internal audit reports and adequacy of internal controls. In order to ensure
that internal audit is conducted in a fair and transparent manner, the Board has appointed
Mr. Divyakant Nandwana, Chartered Accountant, as Internal Auditor of the Company for
financial year 2022-23.
STATUTORY AUDITORS:
The Company had appointed M/s. Bhogilal C. Shah & Co., Chartered
Accountants, having Firm Registration No.101424W, as the Statutory Auditors of the Company
to hold the office for a period of 5 (five) consecutive years from the conclusion of 18th
AGM till the conclusion of 23rd AGM of the Company to be held in 2022. The
requirement for annual ratification of
Auditor s appointment at the AGM had been omitted pursuant to Companies
(Amendment) Act, 2017 notified on 7th May, 2018. During the year, the Auditors
had confirmed that they satisfy the independence criteria required under the Act.
Further, consequent upon termination of their first tenure as Statutory
Auditors of the Company, M/s. Bhogilal C. Shah & Co., Chartered Accountants, are
eligible to be re-appointed for a second term of 5 (five) consecutive years, in terms of
provisions of Section 139 and 141 of the Act.
Accordingly, on the recommendation of Audit Committee, the Board of
Directors of the Company at its meeting held on 28th July, 2022, have approved
the re-appointment of M/s. Bhogilal C. Shah & Co., Chartered Accountants, having Firm
Registration No. 101424W, as the Statutory Auditors of the Company for a second term of 5
(five) consecutive years, from the conclusion of 23rd AGM till the conclusion
of 28th AGM of the Company to be held in 2027, subject to the approval of the
shareholders of the Company at the ensuing 23rd AGM. Detailed terms of
appointment are mentioned in the Notice of the ensuing 23rd AGM of the Company
which forms part of the Annual Report.
AUDITORS REPORT, DISCLAIMER AND MANAGEMENT S REPLY:
The Auditors have issued an unmodified opinion on the Financial
Statements, both standalone and consolidated for the financial year ended 31st
March, 2022. The Auditors Report does not contain any qualifications, reservations or
adverse remarks. Hence, the report is self-explanatory. The Auditors Report forms part of
the Annual Report.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company had appointed BNP & Associates, Company Secretaries, Firm Registration
No. P2014MH037400, to conduct Secretarial Audit of the Company for the financial year
2021-22.
There are no major qualifications, reservations or adverse remarks made
by the Secretarial Auditor, in their report for the financial year ended 31st
March, 2022. Hence, the report is self-explanatory.
The Secretarial Audit Report in form MR-3, for the financial year
2021-22, forms part of the Directors Report, appended as Annexure H.
Further, the Annual Secretarial Compliance Report for the financial
year ended 31st March, 2022, in relation to compliance of all applicable SEBI
Regulations / circulars / guidelines issued thereunder, pursuant to requirement of
Regulation 24A of the Listing Regulations was duly submitted to the stock exchanges and is
available on the website of the Company at www.compuageindia.com.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditor, Secretarial
Auditor and Internal Auditor have not reported any instances of frauds committed in the
Company to the Audit Committee under Section 143(12) of the Act.
DISCLOSURE REQUIREMENTS:
As per the Listing Regulations, the Corporate Governance Report with
the Auditors Certificate thereon, and the
Management Discussion and Analysis Report form part of the Annual
Report. There are adequate systems and processes in place in the Company which is
commensurate with the size and operations of the Company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines. The Company has complied with
Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings
of the Board of Directors and General Meetings and Listing Regulations as applicable to
the Company.
RELATED PARTY:
During the year under review, all related party transactions were
periodically placed before the Audit Committee and also before the Board of Directors of
the Company. An omnibus approval from the Audit Committee is obtained for the related
party transactions which are of a foreseeable and repetitive in nature. All the related
party transactions were in the ordinary and normal course of business and at arm s length
basis.
In line with the provisions of the Act and the Listing Regulations, the
Policy for determining RPT and their Materiality was suitably amended and approved by the
Board which is placed on the website of the Company at www.compuageindia.com.
There are no materially significant related party transactions that may
have potential conflict with interest of the Company at large. There were no transactions
of the Company with any person or entity belonging to the Promoter(s) / Promoter(s) Group
which individually holds 10% or more shareholding in the Company.
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) and applicable rules of the Act is set out in Form AOC-2, is
appended to the Directors Report as Annexure I.
LOANS, GUARANTEES AND INVESTMENTS:
The particulars of loans, guarantees and investments under the
provisions of Section 186 of the Act have been disclosed in Notes to the Financial
Statements provided in this Annual Report.
UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AND
STATEMENT OF DEVIATIONS AND VARIATIONS:
The Company has not raised any funds through preferential allotment or
Qualified Institutional Placement during the financial year 2021-22.
AUDIT COMMITTEE:
The Company has in place an Audit Committee in terms of the
requirements of the Act read with the rules made thereunder and Regulation 18 of the
Listing Regulations.
The primary function of the Audit Committee is to monitor and provide
an effective supervision of the Management s financial reporting process, to ensure
accurate and timely disclosures, with the highest levels of transparency, integrity and
quality of financial reporting.
The Audit Committee meets regularly to review reports, including
significant audit observations and follow-up actions thereon. The Audit Committee also
reviews the financial reporting system, compliance to accounting policies and procedures.
The details pertaining to Audit Committee and its composition are
included in the Corporate Governance Report appended as Annexure C to the Directors
Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Company has in place a Nomination and Remuneration Committee in
accordance with the requirements of the Act read with the rules made thereunder and
Regulation 19 of the Listing Regulations.
The Company follows a Policy for Nomination and Remuneration of
Directors, Key Managerial Personnel and senior management employees. The Policy is
approved by the Nomination and Remuneration Committee and the Board. The main objective of
the said policy is to assist the Board in identifying the individuals who are qualified to
serve as Directors or Key Managerial Personnel or senior management employees and to
ensure the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate the Directors, Key Managerial Personnel and senior management
employees. The Remuneration Policy for the Directors, Key Managerial Personnel and senior
management employees is stated in the Corporate Governance Report appended as Annexure C
to the Directors Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has in place a Stakeholders Relationship Committee in
accordance with the requirements of the Act read with the rules made thereunder and
Regulation 20 of the Listing Regulations.
The details pertaining to composition and role of the Stakeholders
Relationship Committee are included in the Corporate Governance Report appended as
Annexure C to the Directors Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company has in place a CSR Committee in accordance with the
requirements of the Act read with the rules made thereunder.
The details pertaining to composition and role of the CSR Committee are
included in the Corporate Governance Report appended as Annexure C to the Directors
Report.
FAMILIARIZATION PROGRAMME:
Pursuant to Regulation 25(7) of the Listing Regulations, the Company
has imparted familiarization programmes for its Independent Directors with review of
business strategy of the Company, industry trends and regulatory updates covering changes
with respect to the Act and the Listing Regulations and other allied matters.
The Familiarization Programmes for Independent Directors aim to provide
them an opportunity to familiarize themselves with the Company, its management and its
operations so as to gain a clear understanding of their roles, rights and responsibilities
and contribute significantly towards the growth of the Company. They have full opportunity
to interact with senior management personnel and are provided all the documents required
and sought by them for enabling them to have a good understanding of the Company, its
business model and various operations and the industry of which it is a part.
The policy on Familiarization Programme for Independent Directors and
Familiarization Programme details of Independent Directors undertaken by the Company have
been disclosed on the website of the Company at www.compuageindia.com.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) and 134(5) of the Act , the Board of
Directors, to the best of their knowledge and ability, confirm: i. That in preparation of
the annual accounts for the year ended 31st March, 2022, the applicable
accounting standards had been followed along with proper explanation relating to material
departures, if any; ii. That the Directors had selected such accounting policies and
applied consistently and made judgments and estimates that were reasonable and prudent so
as to give true and fair view of the state of affairs of the Company at the end of the
financial year ended 31st March, 2022, and the profits of the Company for the
year under review; iii. That proper and sufficient care has been taken for the maintenance
of adequate accounting records for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; iv. That the annual accounts for
the year ended 31st March, 2022, have been prepared on a Going Concern Basis ;
v. That proper internal financial controls were in place and that such internal financial
controls are adequate and were operating effectively; vi. That proper systems to ensure
compliance with the provisions of all applicable laws were in place and that such systems
were adequate and operating effectively.
INSURANCE AND RISK MANAGEMENT:
Risk Management is integral to your Company s strategy and for the
achievement of our long-term goals. The Company regularly identifies uncertainties and
after assessing them, devises short and long term actions to mitigate any risk which could
materially impact your Company s goals.
The risk assessment includes review of strategic risks at domestic and
international level including sectoral developments, risks related to market competition,
financial, geographical, political and reputational issues, environment, social and
governance risks and cyber security risks. The Company is well aware of these risks and
challenges and has put in place mechanisms to ensure that they are managed and mitigated
with adequate timely actions.
The Company has developed and implemented a Risk Management Policy,
which is also hosted on the website of the Company at www.compuageindia.com, which
includes identification of elements of risk, if any, which in the opinion of the Audit
Committee of the Company and the Board may threaten the existence of the Company.
FIXED DEPOSIT:
The Company had accepted Fixed Deposits from its Members and from
Public upto 28th September, 2018, in accordance with the provisions of Section
73 and 76, and other applicable provisions of Act and the Companies (Acceptance of
Deposits) Rules, 2014.
During the year under review, the Company has not accepted any deposit
within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014.
The details relating to deposits in terms of Rule 8(5)(v) of the
Companies (Accounts) Rules, 2014, are given hereunder:
(Rs. in Lakh)
| Sr. No. |
Particulars |
Amount |
| 1. |
Deposits accepted during the year from Members and / or
Public |
0 |
| 2. |
Deposits remaining unpaid or unclaimed at the end of the year |
127.50 |
| 3. |
Whether there has been any default in repayment of deposits
or payment of interest thereon during the year, and if so, number of such cases and the
total amount involved :- |
|
|
|
NA |
|
i. At the beginning of the year |
NA |
|
|
NA |
|
ii. Maximum during the year |
|
|
iii. At the end of the year |
|
| 4. |
Details of deposits which are not in compliance with the
requirements of Chapter V of the Act. |
NA |
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company promotes ethical behavior in all its business activities
and in line with the best governance practices. For this purpose, a policy has been laid
down through which Directors, employees and business associates can report unethical
behavior, malpractices, wrongful conduct, fraud, violation of Company s Code of Conduct
without fear of reprisal and have provision for direct access to the Chairman of the Audit
Committee.
The Whistle-Blower Protection Policy aims to:
- Allow and encourage stakeholders to bring to the Management s notice,
concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected
fraud or violation of policies. - Ensure timely and consistent organizational response. -
Build and strengthen a culture of transparency and trust. - Provide protection against
victimization.
The above mechanism has been appropriately communicated within the
Company across all levels and has been displayed on the website of the Company at
www.compuageindia.com.
MATERIAL CHANGES AND COMMITMENTS, IF ANY:
Your Company has entered into a Distributorship Agreement for enabling
resale of Interactive Flat Panel in India with Optoma Corporation, which is recognized in
the industry for delivering projectors that deliver a winning combination of
craftsmanship, advanced engineering, user-focused feature set and compelling price points
and globally having captured the 3rd position as a projector brand and the 1st
position as a home segment projectors brand.
Alcatel-Lucent Enterprise, a European company with an established
heritage of innovation and entrepreneurial spirit with over 2200 employees worldwide and
headquartered in Paris, France, with direct business operations present in 50 countries,
has appointed your Company as a Value Added Distributor to help building Partners on
Voice, Data and Cloud Solutions for India and SAARC Market.
A Distributor Agreement for providing Cloud Services was entered into
by your Company with SmartCard Marketing Systems Inc., which is a specialized industry
leader in cloud and mobility applications for the global Paytech and Fintech market, an
entrepreneurial boutique providing commercial strategies with a proprietary portfolio of
applications and wireframes for Banking, Retail E-Wallets, Digital ID-EKYC, etc.
EPPS Infotech Private Limited, an IT / Technology Services business
entity, having leading business in Enterprise Resource Planning Computer Software
Developer, has appointed your Company as its Value Added Distributor to provide Enterprise
Resource Planning solutions to the channel partners and expand your
Company s portfolio.
Your Company has entered into Distributorship Agreement with Micro-Star
Int l Co., Limited, a Taiwanese organization. It is a world leading gaming brand which
provides its users with a plethora of products and services such as computer hardware
including laptops, desktops, motherboards, graphics cards, All-in-One PCs, servers,
industrial computers, PC peripherals, car infotainment products and many more. This tie-up
will enable your Company to introduce laptops with latest technology, creating higher
accessibility for customers across the country.
Further, Your Company has entered into an Authorized Service Provider
Agreement, for provision of services with respect to Single-Function and Multifunction
Laser Printers all over the territory of India, with Lexmark International (India) Private
Limited, which is recognized as global leader in print hardware, service, solutions and
security by many of the technology industry s leading market analyst firms, having
headquarters in Lexington, Kentucky and has a revenue of around USD 3.5 Billion, helping
customers in more than 170 countries.
Furthermore, a Distributor Agreement was entered by your Company with
Velox Solutions Private Limited for offering a comprehensive range of next gen-security
products in the area of Cyber Security and IT Operation Management to a wide range of
customers and partners by combining the extensive distribution network of both the
Parties. This tie-up shall provide your Company, an opportunity to significantly enhance
its brand visibility by jointly working on digital marketing initiatives with Velox.
Lastly, your Company has entered into Distributorship Agreement with
Zoho Technologies Private Limited for placing the Zoho product portfolio in front of as
many potential channel partners through your Company s widespread distribution network.
With over nearly 10,000 employees and 12 offices worldwide, having headquarters in
Chennai, products of Zoho include Customer Relationship Management, mail, project
management, invoicing, email marketing and social media management applications. Being a
Distributor for Zoho would help your Company in adding multiple software solution and
selling versatile products in the market giving edge to the partners towards offering
versatile solution with its Tier II and Tier III markets.
Apart from above, there was no material change affecting the financial
position of the Company from the date of closure of financial year till the date of
signing of the Directors Report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:
The details of applications made by your Company under the Insolvency
and Bankruptcy Code, 2016 during the year alongwith their status as at the end of the
financial year are as follows:
| Sr. No. |
Respondent |
Case No. |
Total Value (in Rs.) |
Status as on 31st March, 2022 |
| 1 |
Presto Infosolutions Private Limited |
IB/244/2021 |
1028,13,536.72 |
Arguments closed, Order pending |
| 2 |
Future Netwings Private Limited |
IB/134/2021 |
3,90,52,760.00 |
Respondent to reply against your Company s Notice |
| 3 |
Zenica Lifetsyle Private Limited |
IB/40/2022 |
1,01,34,210.00 |
Order awaited |
Further, during the year under review, there were no applications made
against your Company under the Insolvency and Bankruptcy Code, 2016.
OTHER DISCLOSURES:
1. There has been no change in the nature of business of your Company.
2. During the year under review, there were no transactions relating to
Issue of Sweat Equity Shares to its Directors or employees of the Company.
3. There are no signi cant or material orders passed by the Regulators
or Courts or Tribunals which impact the going concern status and the Company s operation
in future.
4. The provisions of Section 148 of the Act are not applicable to the
Company and accordingly the Company is not required to maintain cost accounts and records
for the financial year ended 31st March, 2022.
5. The requirement to disclose the details of difference between amount
of the valuation done at the time of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is
not applicable to the Company.
APPRECIATION:
Your Directors are thankful to the Vendors, Customers, Bankers,
Business Partners, Central and State Governments together with their departments and the
local authorities, employees for their valuable support and co-operation.
The Directors also wish to express their gratitude to investors for the
faith that they continue to repose in the Company.
|
For and on behalf of the Board of Directors of |
|
Compuage Infocom Limited, |
|
Sd/- |
| Date: 28th July, 2022 |
Atul H. Mehta |
| Place: Mumbai |
Chairman and Managing Director |
| Registered Office: |
|
| D-601/602 & G-601/602, |
|
| Lotus Corporate Park, |
|
| Graham Firth Steel Compound, |
|
| Western Express Highway, |
|
| Goregaon (East), |
|
| Mumbai 400 063. |
|
