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Directors Report of Compuage Infocom Ltd.

Mar 31, 2018

The Directors hereby present the 19th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS:

The highlights of the Financial Results are as tabulated below:

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

31st March 2018

31st March 2017

31st March 2018

31st March 2017

Revenue from Operations & Other Income

408939.80

357047.91

408939.80

357050.19

Less: Expenses

400454.64

349428.41

400478.80

349429.57

Profit before Interest, Taxation & Depreciation

8485.16

7619.50

8461.00

7620.62

Less: Finance Costs

4949.93

4493.89

4949.93

4493.89

Less: Depreciation

340.91

358.94

342.14

362.62

Profit before Tax

3194.32

2766.67

3168.92

2764.11

Less: Tax Expense

1139.95

1018.73

1139.95

1018.73

Profit after Tax Provision

2054.37

1747.93

2028.97

1745.38

Less: Other Comprehensive Income

-

-

0.06

2.24

Balance brought forward

8844.99

7379.84

8936.56

7476.21

Amount available for Appropriation:

10899.36

9127.77

10965.47

9219.35

Less: Dividend

Dividend for Financial year 2016-2017

-

234.96

-

234.96

Dividend Tax for Financial year 2016-2017

-

47.83

-

47.83

Proposed Dividend

234.96

234.96

234.96

234.96

Dividend Distribution Tax

47.83

47.83

47.83

47.83

Less: Unrealised Profit

-

-

-

-

Less: Foreign Currency Translation Reserve

-

-

-

-

Less: Minority Interest

-

-

-

-

Balance Carried to Balance Sheet

10616.57

8844.99

10682.68

8936.56

EPS (Basic)

3.50

2.97

3.45

2.97

EPS (Diluted)

3.50

2.97

3.45

2.97

NOTE: TRANSITION TO IND AS:

These financial statements as at and for the year ended March 31, 2018 have been prepared in accordance with Indian Accounting Standards ("Ind AS") issued under the Companies (Indian Accounting Standards) Rules, 2015 and as amended thereafter.

For all periods upto and including the year ended March 31, 2017, the Company prepared its financial statements in accordance with the accounting standards notified under the Section 133 of the Companies Act, 2013 read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). These financial statements are the Company''s first Ind AS financial statements and are covered by Ind AS 101, First-time adoption of Indian Accounting Standards. The transition to Ind AS has been carried out from the accounting principles generally adopted in India ("Indian GAAP") which is considered as the "Previous GAAP" for purposes of Ind AS 101. An explanation of how the transition to Ind AS has affected the Company''s Equity and its Net Profit is provided in Note 33(B). Financial Statements as at, and for the year ended March 31, 2017 have also been restated to conform to Ind AS.

BUSINESS PERFORMANCE:

Standalone:

The Company registered increase in revenue by 14.53%. The Company''s revenue increased to Rs.408939.80 Lakhs as compared to Rs.357047.91 Lakhs in the previous year marking an increase by Rs.51891.89 Lakhs. The Company''s Net Profit After Tax stood at Rs.2054.37 Lakhs as compared to Rs.1747.93 Lakhs in the previous year recording an increase of 17.53%.

Consolidated:

The consolidated increase in revenue was 14.53%. Our consolidated revenue has grown to Rs.408939.80 Lakhs as compared to Rs.357050.19 Lakhs in the previous year. The Company''s Net Profit after Tax stood at Rs.2028.97 Lakhs as compared to Rs.1745.37 Lakhs in the previous year and thus Net Profit recorded a growth rate of 16.25%. Overall the year gone by has been good and your Directors are hopeful of favourable time in future too.

DIVIDEND:

For the financial year 2017-18, your Directors have recommended a dividend of Rs.0.40 paisa per share on face value of Rs.2/- per share of the Company, i.e. 20 per cent of the face value. The said Dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting (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:

Compuage is a leading technology products distribution Company in India by technology products primarily, we carry the IT and mobility products. During the year under review, Company has signed up new relationships with vendors for distribution of products in India. Its business strategy is based on following principles:

- Partnering up new viable businesses and build lasting relationships with existing, new and potential partners.

- To reach rural market, penetrate deeper in the current markets and trying to grow the business in the existing product line.

- Increase our reach and penetration from 800 cities and 12000 partners to 1000 cities and 15000 partners by 2020.

- Launch of online purchase model for Channel Partners which will help to tap larger market share.

- 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.

- Materially enhancing the efficiency of our work delivery processes through good planning, flexibility amongst our workforce and utilising available technology and field tools.

- Ensuring the overall safety of our people, recruiting, training and retaining the best people and delivering on shareholder.

Basically, the Board is fairly bullish about future and working on the targets for upcoming years. Your Directors are making all good efforts to achieve the better results in years to come.

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 since, Company has transferred its business to Singapore Branch.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Subsidiary Company in Form AOC-1 is appended as Annexure A to the Board''s Report.

Further, no new subsidiary was acquired nor any subsidiary ceased to exist.

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:

As stipulated by Regulation 33 of the Listing Regulations, the consolidated financial statements have been prepared by the Company in accordance with the Indian Accounting Standards (Ind AS). The audited consolidated financial statements together with Auditors'' Report forms part of the Annual Report.

Pursuant to Section 136 of the Companies Act, 2013, the financial statements of the subsidiary are kept for inspection of the Shareholders at the Registered Office of the Company.

SHARE CAPITAL:

During the year, there was no change in the share capital structure of the Company. The Authorized Share Capital of your Company stands as follow as on March 31, 2018:

Sr.

No.

Particulars

Amount (in Rs.)

1.

96270000 Equity Shares of Rs.2/- each

192540000/-

2.

4665600 Preference Shares of Rs.0.10 (Ten paise) each

466560/-

3.

3369344 Preference each Shares of Rs.10/- each

33693440/-

The Issued, Subscribed and Paid-up Equity Share Capital of your Company is Rs.11,74,79,990/- divided into 5,87,39,995 Equity Shares of Rs. 2/- each, fully paid-up.

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 policy is an appropriate mix of Executive and Non-executive Directors to maintain the independence of the Board, and separate its function of governance and management. On March 31, 2018, the Board consists of 5 members, two of whom are Executive Directors and 3 are Non-executive Directors.

During the year under purview, Managing Director and Whole-time Director were re-appointed vide Shareholder''s Resolution passed at the Annual General Meeting of the Company held on September 23, 2017.

Apart from above, there has been no change in the Board composition during the year under review.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, following persons are Key Managerial Personnel of the Company:

- Mr. Atul H. Mehta - Managing Director

- Mr. Bhavesh H. Mehta - Whole Time Director

- Mr. Sunil Mehta - Chief Financial Officer and

- Mrs. Disha Shah - Company Secretary

There has been no change in the Key Managerial Personnel during the year.

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 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI 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, effectiveness of Board processes, information and functioning, 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, effectiveness of Committee Meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the 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, 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, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed at the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

BOARD MEETINGS:

The Board met twelve times during this financial year, the details of which are given in Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015.

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 Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year is set out at report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer Annexure B which forms part of this report. The policy is available on the website of the Company.

ABSTRACT OF THE ANNUAL RETURN:

As provided under Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013, the extract of annual return is given in Form MGT-9, which forms part of this report in Annexure C.

CORPORATE GOVERNANCE:

Report on Corporate Governance duly approved by the Board of Directors in accordance with Listing Regulations, along with a certificate from the Statutory Auditors confirming the compliance is given separately in this Annual Report in Annexure D.

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 SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 forms part of the Boards'' Report at Annexure E.

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 Companies Act, 2013, 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 Lakhs)

Standalone

Consolidated

Particulars

Current Year (in Rs.)

Previous Year (in Rs.)

Current Year (in Rs.)

Previous Year (in Rs.

Foreign Exchange Earnings

13746.16

14777.74

13746.16

14777.74

Foreign Exchange Outgo

13721.26

14742.18

13721.26

14742.18

PREVENTION AND REDRESSAL OF SEXUAL HARRASSEMENT AT WORK PLACE:

The Company has formed a Committee and framed 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 ''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".

HUMAN RESOURCES:

Your Company considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices, strong performance management, learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. The Company has a structured induction process for all locations. During the year, your Company has ensured that rewards and recognition are commensurate with performance and that employees have the opportunity to develop and grow.

The enthusiasm and unstinting efforts of employees have enabled the Company to improve productivity across organization.

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:

Sr.

No.

Name of the Directors

Designation

Ratio to median remuneration of the employees

1.

Mr. Atul H. Mehta

Chairman and Managing Director

58.37:1

2.

Mr. Bhavesh H. Mehta

Whole-time Director

58.37:1

3.

Mr. Ganesh Shiva Ganesh

Non-Executive & Independent Director

NA

4.

Mrs. Preeti Trivedi

Non-Executive & Independent Director

1.39:1

5.

Mr. Vijay Agarwal

Non-Executive & Independent Director

1.04:1

ii) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Sr.

No.

Name of the Directors

Designation

% increase in remuneration

1.

Mr. Atul H. Mehta

Chairman and Managing Director

NIL

2.

Mr. Bhavesh H. Mehta

Whole-time Director

NIL

3.

Mr. Ganesh Shiva Ganesh

Non-Executive & Independent Director

NIL

4.

Mrs. Preeti Trivedi

Non-Executive & Independent Director

NIL

5.

Mr. Vijay Agarwal

Non-Executive & Independent Director

-25.00%*

6.

Mr. Sunil Mehta

Chief Finance Officer

NIL

7.

Ms. Disha Shah

Company Secretary

34.62%

* In the previous financial year, Mr.Vijay Agarwal attended 4 meeting while the financial year 17-18, he attended 3 meetings. Hence there is decrease in remuneration is by 25%.

iii) The percentage increase in the median remuneration of employees in the financial year:

During the year under purview, there has been increase in the number of employees and the class drawing low range salary was more compared to previous year. Because of this, median has come down resulting into decrease in the median remuneration of employees by 5.74%. We would also like to highlight the fact that the overall economy saw downfall in the financial year 2017-18 due to implementation of GST and banking challenges. We also confirm that there was no change in the remuneration of the Directors, KMP other than Company Secretary. The increase was on account of the mutual agreement since her appointment.

iv) The number of permanent employees on the rolls of Company: 862

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:

The median percentage for the salaries of employees other than the managerial personnel decreased by 7.67%. Justification being same as highlighted at point iii above.

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

Name (Age)

Designation, Nature of duties & Date of commencement of Employment

| Qualification /Experience

Gross Remuneration Rs.

! Nature of employment

Relationship

Atul H. Mehta (57)

Bhavesh H. Mehta (45)

Chairman & Managing Director, Specialized in Finance & Strategic Planning (16.06.2000) Whole-time Director, Specialized in Imports & Logistics (18.10.2000)

i MBA - U.S.A | (28)

M.Com | (21)

1,68,00,000/-(w.e.f. 08.09.2017)

1,68,00,000/-(w.e.f. 18.10.2017)

j Contractual | Contractual

Brother of Mr. Bhavesh Mehta, Whole-time Director Brother of Mr. Atul Mehta, Managing Director

Note:

1. Nature of employment is contractual.

2. The above amount does not include provision of gratuity, provident fund and leave encashment.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS:

The Company has an in-house Internal Audit (IA) function. To maintain its objectivity and independence, the IA function reports to the Chairman of the Audit Committee of the Board. The IA department evaluated the efficacy and adequacy of the internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company.

Additionally, the Board has appointed M/s. Agarwal Desai & Shah, Chartered Accountants (Firm Reg. No. 124850W) as Internal Auditors of the Company in accordance with Section 138 of the Companies Act, 2013 to have 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.

AUDITORS:

The Company has appointed M/s. Bhogilal C. Shah & Co. having Firm Registration no.101424W, as the Statutory Auditors of the Company who holds the office for a period of 5 consecutive years from the conclusion of 18th Annual General Meeting till the conclusion of 23rd Annual General Meeting of the Company to be held in 2022.

AUDITORS''REPORT,DISCLAIMERANDMANAGEMENT''S REPLY:

There are no qualifications, reservations or adverse remarks made by M/s. Bhogilal C. Shah & Co., Statutory Auditors, in their report for the financial year ended March 31, 2018. Hence, the report is self-explanatory.

SECRETARIAL AUDITOR:

The Board of Directors have appointed Mr. Virendra G. Bhatt, Practicing Company Secretary, Mumbai, to conduct Secretarial Audit for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report in form MR-3, for the financial year 2017-18, forms part of this report at Annexure F.

SECRETARIAL AUDITOR''S OBSERVATION AND MANAGEMENT''S REPLY:

Observation

Management''s Reply

The Company has not transferred the shares to IEPF Account and not filed the required forms which is under process.

The Company inadvertently failed to file the form on time. However, it has been filed and complied as per the statutory requirements.

RELATED PARTY:

As a part of its philosophy of adhering to ethical standards, transparency and accountability and in line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has adopted a policy on Related Party Transactions which is placed on the Company''s website. All the Related Party Transactions are in ordinary and normal course of business and at arm''s length.

All Related Party Transactions are periodically placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided at Annexure G of this report.

LOANS, GUARANTEES & INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

AUDIT COMMITTEE:

The Audit Committee meets regularly to review reports, including significant audit observations and follow-up actions thereon. The Audit Committee also meets the Company''s Statutory Auditors to ascertain their views on financial statements, including 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 which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The Company follows a Policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior Management employees. The Remuneration Policy for the Directors and Senior Management employees is given in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details pertaining to composition of the Committee is included in the Corporate Governance Report, which forms part of this report. The role of the Committee is explained in detail in the Corporate Governance Report enclosed herewith.

FAMILIARIZATION PROGRAMME:

The Familiarization Programme for Independent Directors aims to provide them an opportunity to familiarize 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 undertaken by the Company in this respect has been disclosed on the website of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) and 134(5) of the Companies Act, 2013, 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 March 31, 2018, 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 March 31, 2018 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 March 31, 2018 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 & RISK MANAGEMENT:

Business risks exist for any enterprise having national and international exposure. Your Company also faces some such risks, the key ones being - a longer than anticipated delay in economic revival, unfavorable exchange rate fluctuations, emergence of inflationary conditions, rise in counterfeits and look-alikes and any unexpected changes in regulatory framework.

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.

FIXED DEPOSIT:

During the current financial year, the Company accepted Fixed Deposits from its Members and from Public, in accordance with the provisions of Section 73 and 76, and other applicable provisions of Companies Act, 2013 and 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 here in under:

Sr.

No.

Particulars

Amount (Rs. in Lakhs)

1.

Deposits accepted during the year from Members and/or Public

833.00

2.

Deposits repaid during the year to Members and/or Public

40.00

3.

Deposits outstanding as at March 31, 2018:

793.00

4.

Deposits remaining unpaid or unclaimed at the end of the year

0

5.

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 :-

i. At the beginning of the year

NA

ii. Maximum during the year

NA

iii. At the end of the year

NA

6.

Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

NA

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour 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. The Whistle- Blower Protection Policy aims to:

- Allow and encourage stakeholders to bring to the Management 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 Company''s website.

MATERIAL CHANGES AND COMMITMENTS, IF ANY:

No material changes have took place affecting the financial position of the Company from the date of closure of financial year till the date of signing of this report.

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

Compuage Infocom Limited

Sd/-

Atul H. Mehta

Chairman and Managing Director

Place: Mumbai

Date: August 10, 2018

Registered Office:

D-601/602 & G-601/602,

Lotus Corporate Park,

Graham Firth Steel Compound,

Western Express Highway,

Goregaon (East),

Mumbai - 400 063.


Mar 31, 2016

To,

The Members,

COMPUAGE INFOCOM LIMITED

Your Directors have pleasure in presenting the Seventeenth Annual Report on business and operations along with the Audited Financial Statements for the year ended March 31, 2016.

FINANCIAL HIGHLIGHTS:

The highlights of the Financial Results are: (Rs. in Lakh)

Particulars

Standalone

Consolidated

March 31, 2016

March 31, 2015

March 31, 2016

March 31, 2015

Revenue from Operation & Other Income

269001.08

213887.37

311700.23

238888.96

Less: Expenses

262998.44

208414.49

305593.46

233363.61

Profit before Interest, Taxation & Depreciation

6002.64

5472.88

6106.77

5525.35

Less: Finance Costs

3425.91

3253.37

3428.87

3260.18

Less: Depreciation

449.09

471.32

450.23

473.60

Profit Before Tax

2127.64

1748.19

2227.67

1791.57

Less: Provision for taxation

725.56

579.62

737.10

581.35

Profit After Tax Provision

1402.08

1168.57

1490.57

1210.22

Balance brought forward

5837.43

4828.57

5845.33

4794.82

Amount available for Appropriation:

7239.51

5997.14

7335.90

6005.04

Less: Bonus Shares issued

399.30

-

399.30

-

Less: Dividend

Dividend for Financial year 2014-2015

101.86

-

101.86

-

Dividend Tax for Financial year 2014-2015

21.24

-

21.24

-

Interim Dividend

-

-

-

-

Proposed Dividend

234.96

133.10

234.96

133.10

Dividend Distribution Tax

47.83

26.61

47.83

26.61

Less: Unrealized Profit

-

-

-

-

Less: Foreign Currency Translation Reserve

-

-

-

-

Less: Minority Interest

-

-

-

-

Balance Carried to Balance Sheet

6434.32

5837.43

6530.71

5845.33

EPS (Basic)

11.93

17.56

12.69

18.20

EPS (Diluted)

11.93

17.56

12.69

18.20

BUSINESS PERFORMANCE:

Standalone:

The year gone by has been good. The Company''s revenue increased to Rs.269001.08 Lakh as compared to Rs.213887.37 Lakh in the previous year marking an increase by Rs.55113.71 Lakh. The Company''s Net Profit After Tax stood at Rs.1402.08 Lakh as compared to Rs.1168.57 Lakh in the previous year registering an increase of 19.98%.

Consolidated:

Our consolidated revenue has grown to Rs.311700.23 Lakh as compared to Rs.238888.96 Lakh in the previous year. The Company''s Net Profit After Tax stood at Rs.1490.57 Lakh as compared to Rs.1210.22 Lakh in the previous year and thus Net Profit recorded a growth rate of 23.16%.

DIVIDEND:

The Board at its meeting held on May 2, 2016, recommended a dividend of Rs.2/- per share on face value of Rs.10/- per share, amounting to Rs.282.79 Lakh (inclusive of dividend tax) for the year ended March 31, 2016. This comes to 20% on face value of Rs.10/-per share.

The dividend on Equity Shares is subject to the approval of the shareholders at the Annual General Meeting (AGM). The total dividend pay-out including dividend tax works out to 20% of the net profit for the standalone results.

TRANSFER TO RESERVES:

The whole profit after tax has been transferred to Surplus in the Statement of Profit & Loss.

WHERE WE ARE AND WHERE WE WILL:

Information Technology lies at the core of your Company''s business. The sector has stayed indomitable over the last twenty-five years since it emerged in 1990 after the Government liberalized the Indian economy. It prompted and shaped industrial growth and transformed the lifestyle of the average Indian by successfully changing his notion of a luxury item to one of necessity.

The objective of your Company is to have a sustainable development by staying connected to its roots. Currently, the Company is operating nationwide through its branches, warehouses and service centers. Our strategy is to optimize our core technology solutions business while expanding and investing in higher margin advanced and specialty solutions and high value services.

Your Company is entering into tie-ups and partnership with all major brands in the enterprise and retail verticals even those with an existing presence in the country, are keenly looking at ways to increase partnership modes for distribution of their products.

Our vision is to become world class distributor and the Board is of firm belief that our value added approach with vendors, resellers and industry at large shall enable your Company to meet its goal.

SUBSIDIARY COMPANY:

Compuage Infocom (S) Pte. Ltd.:

Your Company continued to hold it''s holding in Compuage Infocom (S) Pte. Ltd., a wholly owned subsidiary of the Company which was formed to expand the Company''s business operation.

During the year under review, the Board of Directors reviewed the accounts of the subsidiary. In accordance with the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is appended as Annexure A to the Board''s Report.

Further, there were no new subsidiaries included or ceased their status as the subsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated by Regulation 33 of the Listing Regulations, the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with Auditors'' Report form part of the Annual Report.

Pursuant to Section 136 of the Companies Act, 2013, the financial statements of the subsidiary is kept for inspection of the shareholders at the Registered Office of the Company.

SHARE CAPITAL (BONUS AND PREFERENTIAL ISSUE):

At the beginning of the year, the paid up Share Capital of the Company was Rs.665.50 Lakh divided into 66,55,000 Equity Shares of Rs.10/- each.

During the year, Postal Ballot was conducted and Members approval was obtained on May 19, 2015 for issue of Bonus Shares in the ratio of 3:5. Under the scheme, 39,92,999 were allotted under bonus issue.

Further, 1100000 Equity Shares were allotted on June 30, 2015 to shareholder, Kitara India Micro Cap Growth Fund on Preferential Basis.

Thus, during the year, 50,92,999 Equity Shares were allotted and the paid up capital of the Company on March 31, 2016 stands at Rs.11,74,79,990/- divided in to 1,17,47,999 Equity Shares of Rs.10/-each.

LISTING OF SECURITIES:

The Equity Shares of the Company are listed at BSE Limited (BSE) and applicable listing fees for the year 2016-2017 have been paid. The Securities and Exchange Board of India (SEBI) vide its Exit order no. WTM/RKA /MRD/47/2015 dated May 14, 2015 had granted exit to Madras Stock Exchange ("MSE"). Subsequently, the securities of Company are no longer listed on MSE. Thereafter, the Company has made an application to list its securities on National Stock Exchange of India Limited.

The National Stock Exchange of India Limited vide its Circular Download Ref no. NSE/CML/32725 and Ref. No: NSE/ LIST/C/2016/0515 dated July 4, 2016 admitted listing and dealing in Equity Shares of the Company on National Stock Exchange of India Limited with effect from July 07, 2016.

DEPOSITORY SYSTEM:

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

NSDL and CDSL have allotted ISIN No. INE070C01029 for compulsory dematerialization of shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors:

The Board consists of Executive and Non-executive Directors including Independent Directors who have vast experience in the core business activity of the Company. The composition of the Board is in consonance with Corporate Governance norm specified in the SEBI Regulations with the Stock Exchange.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Bhavesh Mehta, retires by rotation and being eligible offers his candidature for re-appointment as a Director.

During the year, there was no change in the composition of the Board.

Key Managerial Personnel:

During the year under review, there was change in Key Managerial Personnel (KMP) which is tabulated as under:

Sr.

No.

Name of KMP

Designation

Appointment / Cessation / No Change during the year

Date of Appointment

Date of Cessation

1.

Mr. Sunil Mehta

CFO

No Change

-

-

2.

Ms. Dolly Mehta

CS

Cessation

January 1, 2015

May 30, 2015

3.

Ms. Shruti Desai

CS

Appointment & Cessation

August 14, 2015

October 8, 2015

4.

Ms. Disha Shah

CS

Appointment

December 1, 2015

-

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory.

At 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, taking into account the views of Directors. The same was discussed at the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed.

BOARD MEETINGS:

During the year, twelve Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors hold office for a period of 5 years and are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI Regulations.

CORPORATE SOCIAL RESPONSIBILITY:

As a responsible corporate citizen, the Company has been implementing societal activities which promote education, livelihood and health of the underprivileged in lines with the Corporate Social Responsibility policy framed by the Company. Detailed layout of activities undertaken during the year is covered under Annexure - B

ABSTRACT OF THE ANNUAL RETURN:

In accordance with Section 134 (3) (a) and as provided under subsection (3) of Section 92 of the Companies Act, 2013 an extract of the Annual Return in prescribed form MGT - 9 is appended as Annexure C to the Board''s Report.

CORPORATE GOVERNANCE:

The Company has complied with the corporate governance requirements as stipulated under the Listing Regulations. A separate section on corporate governance along with a certificate from the auditors confirming the compliance is annexed as Annexure - D and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A Management Discussion and Analysis as required under the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulation is annexed herewith as Annexure E and forms part of the Boards'' 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 Companies Act, 2013, 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

Consolidated

Current Year

Previous Year

Current Year

Previous Year

(in Rs.)

(in Rs.)

(in Rs.)

(in Rs.)

Foreign Exchange Earnings

9521.26

12747.01

9521.26

12747.01

Foreign Exchange Outgo

9449.62

12640.35

9449.62

12640.35

PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT 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 ''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.

HUMAN RESOURCES:

Employee Relations

We believe that success of Company depends on the talent and dedication of our employees and we strive to attract, hire, develop and retain outstanding employees. In view of this, we have laid down a comprehensive set of policies aiming at attracting, retaining and motivating employees. We believe significant benefits are realized from having a strong and seasoned management team with many years of experience in technology distribution and related industries. We consider relations with our employees to be good.

Trade Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

This accord incorporates novel elements such as introducing wide range of products, nurturing healthy competition, giving pocket friendly credit cycles, timely clearance of dues, easy accessibility to product heads, etc. Your Company will continue in its endeavour to build and nurture strong links with trade allies, based on mutuality, respect and co-operation with each other and with consistent consumer interest.

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 the remuneration of each director to the median remuneration of the employees for the financial year:

Sr.

No.

Name of the Directors

Designation

Ratio to median remuneration of the employees

1.

Mr. Atul H. Mehta

Chairman and Managing Director

44.69:1

2.

Mr. Bhavesh H. Mehta

Whole-time Director

44.69:1

3.

Mr. Ganesh Shiva Ganesh

Non-Executive & Independent Director

NA

4.

Mrs. Preeti Trivedi

Non-Executive & Independent Director

1.27:1

5.

Mr. Vijay Agarwal

Non-Executive & Independent Director

1.21:1

ii) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Sr. Name of the Directors Designation % increase in

remuneration

No.

1.

Mr. Atul H. Mehta

Chairman and Managing Director

Nil

2.

Mr. Bhavesh H. Mehta

Whole-time Director

Nil

3.

Mr. Ganesh Shiva Ganesh

Non-Executive & Independent Director

Nil

4.

Mrs. Preeti Trivedi

Non-Executive & Independent Director

327.5%

5.

Mr. Vijay Agarwal

Non-Executive & Independent Director

305%

6.

Mr. Sunil Mehta

Chief Finance Officer

34.21%

7.

Ms. Disha Shah*

Company Secretary

Not Applicable


* Appointed w.e.f. December 1, 2015

iii) The percentage increase in the median remuneration of employees in the financial year: 11.96%

iv) The number of permanent employees on the rolls of Company: 642

v) The explanation on the relationship between average increase in remuneration and Company performance:

The increase in remuneration is based on the policy of the Company and various factors such as individual performance, competitive market practices, cost considerations, business results achieved during the year. The Company prefers increase as per industry standards after undertaking detailed surveys for same profile. The salary increases that were made during the year were in line with both the Company''s performance as well as the Company''s market competitiveness.

vi) Comparison of the remuneration of the Key Managerial Personnel (KMP) against the performance of the Company:

(Rs. In Lakh)

Total Remuneration to Key Managerial Personnel (KMP)

297.54

Income from operations

267872.85

Total Remuneration of KMP as % to Revenue

0.11

Profit before Tax (PBT)

2127.64

Total Remuneration of KMP as % of PBT

13.98

vii) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars

March 31, 2016

March 31, 2015

%

Change

Market

Rs. 1264672092.35

Rs.994257000.00

27.20%

Capitalization

Price Earnings

6.13

8.56

-28.38%

Ratio

viii) Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

The closing share price of the Company at BSE Limited on March 31, 2016 being Rs.107.65 per equity share of face value of Rs.10/- each has grown 10 times since the last public offer by the Company.

ix) 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: The median percentage increase made in the salaries of employees other than the managerial personnel was 11.15%.

These increases are a function of the Company''s market competitiveness based on the salary benchmarked survey, the Company undertakes annually.

During the year under review, there has been no change in the remuneration of managerial personnel except that of Chief Finance Officer which is 34.21%. This increase is on account of business performance.

x) Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Particulars

Amount (Rs. in Lakh)

Revenue from operations

267872.85

Profit before Tax (PBT)

2127.64

Particulars

Mr. Atul H. Mehta (Chairman & Managing Director)

Mr. Bhavesh H. Mehta (Whole time Director)

Mr. Sunil Mehta (CFO)

Ms. Disha Shah

(CS)*

Remuneration of KMP (Rs. in Lakh)

120.00

120.00

52.34

5.20

Remuneration of KMP as % to Revenue

0.04

0.04

0.02

0.00

Remuneration of KMP as % ofPBT

5.64

5.64

2.46

0.24

*Appointed w.e.f. December 1, 2015

xi) The key parameters for any variable component of remuneration availed by the Directors: It is based on targets achieved.

xii)The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Directors during the year: Not applicable

xiii) It is hereby affirmed that the 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

Name

(Age)

Designation, Nature of duties & Date of commencement of Employment

Qualification / Experience

Gross

Remuneration

Rs.

Nature of employment

Relationship

*Atul H. Mehta (56)

Chairman & Managing Director, Specialized in Finance & Strategic Planning (16.06.2000)

MBA - U.S.A (26)

1,20,00,000/-(w.e.f. 08.09.2014)

Contractual

Brother of Mr. Bhavesh Mehta, Whole-time Director

*Bhavesh H. Mehta (43)

Whole-time Director, Specialized in Imports & Logistics (18.10.2000)

M.Com (19)

1,20,00,000/-(w.e.f. 18.10.2014)

Contractual

Brother of Mr. Atul Mehta, Managing Director

Note:

1. Nature of employment is contractual.

2. The above amount does not include provision of gratuity and leave encashment.

*3. As the service contract had expired during the year 2014, Company sought Members approval for reappointment and increase in remuneration to Rs.1,80,00,000/- p.a. each to Mr. Atul H. Mehta and Mr. Bhavesh H. Mehta. On receipt of Members approval an application, pursuant to Section 197 of the Companies Act, 2013, read with Schedule V of the Act, was filed with Central Government seeking their approval. However, the Central Government has closed the file on technical grounds for which the Company has made an application after complying with necessary corrections and requested to reopen the same. Confirmation for the same is awaited till then the excess remuneration will be held in trust by the Directors.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS:

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year.

The Company has an in-house Internal Audit (IA) function. To maintain its objectivity and independence, the IA function reports to the Chairman of the Audit Committee of the Board. The IA department evaluated the efficacy and adequacy of the internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Apart from in-house Internal Audit function, to strengthen and maintain transparency, the Company has also appointed M/s. Verma Mehta & Associates (Firm Reg. No. 112118W) as Internal Auditors of the Company in accordance with Section 138 of the Companies Act, 2013 to examine the effectiveness of internal control system.

AUDITORS:

M/s. B.V. Dalal & Co., Chartered Accountants, Mumbai, having ICAI Firm Registration No.114214W, being eligible offer themselves for re-appointment. If re-appointed, it will be within the purview of Sections 139 and 142 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration.

AUDITORS'' REPORT, DISCLAIMER AND MANAGEMENT''S REPLY:

Disclaimer:

Management''s reply:

The Auditors in their report have provided a disclaimer that the Company has made an application to Central Government for remuneration pursuant to Section 197 of the Companies Act, 2013, read with Schedule V of the Act, for Mr. Atul H. Mehta and Mr. Bhavesh H. Mehta appointed as Managing Director and Whole-time Director respectively. Central Government has closed the file on technical grounds for which the Company has made an application after complying with necessary corrections and requested to reopen the same. Confirmation for the same is awaited.

The Board is trying to re-open the application and avail a favourable result.

Apart from this, the Audit report and notes being self-explanatory, needs no comments.

SECRETARIAL AUDIT, REPORT AND OBSERVATION

The Board of Directors have appointed Mr. Virendra G. Bhatt, Practising Company Secretary, Mumbai, to conduct Secretarial Audit for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report in form MR-3, for the financial year 2015-16, forms part of the Directors'' Report as Annexure F.

SECRETARIAL AUDITOR''S OBSERVATION AND MANAGEMENT''S REPLY:

Observation

Reply

I further report that during the year, Company had made an application to Central Government for remuneration pursuant to Section 196 of the Companies Act, 2013 read with Schedule V for Mr. Atul Mehta and Mr. Bhavesh Mehta appointed as Managing Director and Whole Time Director respectively. Central Government has closed the file on technical grounds for which the Company has made an application after complying with necessary corrections and requested to reopen the same. Confirmation for the same is awaited till then the excess payment given to Directors will be held in trust.

The Board is trying to re-open the application and avail a favourable result.

Form 5INV for Statement of Unpaid/ Unclaimed dividend for the previous years is pending to be filed with ROC

Form 5INV was withdrawn by MCA Portal. New form in this connection has not been notified till the date of this signing of this report.

RELATED PARTY:

Your Company has formulated a policy on related party transactions which is also available on Company''s website at www.compuageindia. com. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm''s length. All related party transactions are Placed before the Audit Committee for review and approval.

The particulars of contracts or arrangements entered into by the Company with related parties as referred in sub-section (1) of section 188 of the Companies Act, 2013, in prescribed Form No. AOC-2, is appended as Annexure G to the Board''s Report.

LOANS, GUARANTEES & INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

AUDIT COMMITTEE:

The Audit Committee meets regularly to review reports, including significant audit observations and follow-up actions thereon. The Audit Committee also meets the Company''s Statutory Auditors to ascertain their views on financial statements, including 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 which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The Company follows a Policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior Management employees. The Remuneration Policy for the Directors and Senior Management employees is given in the Corporate Governance Report.

STAKEHOLDER''S RELATIONSHIP COMMITTEE:

The details pertaining to composition of the Committee is included in the Corporate Governance Report, which forms part of this report. The role of the Committee is explained in detail in the Corporate Governance Report enclosed herewith.

FAMILIARIZATION PROGRAMME:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. This programme also seeks to update the Directors on the roles, responsibilities, rights and duties under various Acts and other statutes.

The policy on Company''s familiarization programme for Independent Directors is posted on the Company''s website at: www.compuageindia.com

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in accordance with the provisions of Section 134 (3) (c) and 134(5) of the Companies Act, 2013:

i. That in preparation of the Annual Accounts for the year ended March 31, 2016, 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 March 31, 2016 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 March 31, 2016 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 & RISK MANAGEMENT:

The assets of the Company are adequately insured against the loss due to fire, theft, riot, earthquake, terrorism, in transit, etc. and such other risks which are considered necessary by the management. Further, the Company identifies and assess key risks and formulate strategies for mitigation of such risks that are identified by the Company.

FIXED DEPOSIT:

The Company has not accepted the Fixed Deposits and therefore the compliance of the same as per the provisions of the Companies Act, 2013 and rules thereon is not required.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or other policies. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website.

MATERIAL CHANGES AND COMMITMENTS, IF ANY:

No material changes have took Place affecting the financial position of the Company from the date of closure of financial year till the date of signing of this report.

APPRECIATION:

Your Directors are thankful to the Vendors, Customers, Bankers, Central and State governments together with their departments and the local authorities for their continued guidance, support and co-operation.

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company''s resources for sustainable and profitable growth. To them goes the credit for all of the Company''s achievements.

And to you, our Shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For and on behalf of the Board of Directors

Compuage Infocom Limited

Sd/-

Atul H. Mehta

Chairman and Managing Director

Place: Mumbai Date: August 5, 2016

Registered Office:

D-601/602 & G-601/602,

Lotus Corporate Park,

Graham Firth Steel Compound,

Western Express Highway,

Goregaon (East),

Mumbai - 400 063.


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Sixteenth Annual Report of your company with the Audited Financial Statements for the year ended 31st March, 2015.

Compuage is a leading distribution of technology products Company in India. We act as a vital link between the manufacturers of technology products and the Resellers who in turn fulfill the needs of the end user. Our customers include Value Added Resellers, Corporate Resellers, Retailers and Direct Marketing Companies.

The Company's objective is to grow at a rate higher than industry growth rate. Execution is key to our business. We support our customer through 44 offices, 48 Warehouses and 50 Service Centers.

Our strategy is to operate at optimum product mix that will give us the necessary stability, higher growth and returns. We firmly believe that our value added approach with vendors, resellers and industry at large shall enable your company to sustained and profitable growth.

FINANCIAL HIGHLIGHTS:

The highlights of the Financial Results are

(Rs. In Lakhs)

Particulars Consolidated

Current Previous Year Year

2014-15 2013-14

Revenue from Operation 238888.96 236187.86

& Other Income

Profit before Interest, 5525.35 5352.72

Taxation & Depreciation

Less: Interest 3260.18 3262.61

Less: Depreciation 473.60 321.31

Profit before Tax 1791.57 1768.79

Less: Provision for taxation 581.35 596.56

Profit after Tax Provision 1210.22 1172.23

Balance brought forward 4794.82 3731.59

Amount available for 6005.04 4903.82 Appropriation :

Dividend

Interim Dividend - -

Proposed Dividend 133.10 93.17

Dividend Distribution Tax 26.61 15.83

Less: Unrealised Profit - -

Less: Foreign currency - -

translation Reserve

Less: Minority Interest - -

Balance Carried to 5845.33 4794.82

Balance Sheet

EPS (Basic) 18.20 17.63

EPS (Diluted) 18.20 17.63

(Rs. In Lakhs)

Particulars Standalone

Current Previous Year Year

2014-15 2013-14

Revenue from Operation 213887.37 228818.16

& Other Income

Profit before Interest, 5472.88 5334.77

Taxation & Depreciation

Less: Interest 3253.37 3258.98

Less: Depreciation 471.32 318.23

Profit before Tax 1748.19 1757.56

Less: Provision for taxation 579.62 596.35

Profit after Tax Provision 1168.57 1161.21

Balance brought forward 4828.57 3776.36

Amount available for 5997.14 4937.57 Appropriation :

Dividend

Interim Dividend - -

Proposed Dividend 133.10 93.17

Dividend Distribution Tax 26.61 15.83

Less: Unrealised Profit - -

Less: Foreign currency - -

translation Reserve

Less: Minority Interest - -

Balance Carried to 5837.43 4828.57

Balance Sheet

EPS (Basic) 17.56 17.45

EPS (Diluted) 17.56 17.45

FINANCIAL PERFORMANCE:

The consolidated revenue of your company for the year was Rs 238888.96 Lacs as against Rs 236187.86 in the previous year. The consolidated net profit after tax for the year was Rs 1210.22 Lacs as against Rs. 1172.23.

DIVIDEND:

Considering the improved performance of the Company, your Directors are pleased to recommend a final dividend of Rs 2.00 per share for the year ended 31st March, 2015 which is 20% on face value of Rs 10 per share each, subject to the approval of members at the ensuing Annual General Meeting.

In terms of Section 123 of the Companies Act, 2013 and section 205C of the Companies Act, 1956; the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Shareholders are requested to ensure that they claim the dividend(s) from the Company before transfer of the said amounts to the IEPF. A detailed description of the same is provided under point no. 11 of the notes forming part of Notice convening the AGM as well as the Corporate Governance Report.

FUTURE OUTLOOK:

While 2014 - 15 was a challenging year with PC showing a flat to low sign digit growth. It was a year in which the PC industry consolidated with some brands exiting the PC business. And post elections, while sentiments remained positive, momentum was yet to pickup.

However, the future is very promising. With the Digital India Campaign, Smart cities and Broadband penetration plans, and the low PC penetration in India, it is bound to create lot of opportunities in the industry. Your Company with its nationwide operations and strong relationships with Resellers is well positioned to benefit out of it. Further, with its focus on strengthening its Smartphones portfolio will give further impetus to the growth plans of the company

LISTING OF SECURITIES:

The Company's shares are listed on Bombay Stock Exchange Limited, Mumbai (BSE) and applicable listing fees for the year 2015-2016 have been paid. The Securities and Exchange Board of India (SEBI) vide its Exit order no. WTM/RKA /MRD/47/2015 dated 14th May, 2015 has now granted exit to Madras Stock Exchange ("MSE"). Subsequently, the securities of Company are no longer listed on MSE.

SHARE CAPITAL:

The Company at its meeting held on 28th March, 2015 had approved the proposal for issue of bonus shares in the ratio of ratio 3:5 i.e three bonus shares for every 5 shares held subject to the approval of members. For seeking members approval Postal Ballot will be conducted in the year 2015-16 and the bonus shares will be issued to shareholders as on the record date as determined by the Board.

SUBSIDIARY OPERATIONS

The year 2014 - 15 was a very good year for its wholly owned subsidiary- Compuage Infocom (S) Pte. Ltd. Its year on year grew by 187.61 %, while its profits grow by 409.08 %. Future continues to be promising.

INFORMATION TECHNOLOGY:

Compuage continues to upgrade its IT infrastructure and has a solid backbone to support the business.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism/whistle blower policy to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism/whistle blower policy is explained in the Corporate Governance Report and also posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to discharging its social responsibility as a good corporate citizen. As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Livelihood and Health. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure A" and forms part of the Boards' Report.

DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Your Company has Five Directors including Three Independent Directors in consonance with Corporate Governance norm specified in the Clause 49 of the Listing Agreement with the Stock Exchanges.

During the year, no director has been appointed or resigned from the Board of Directors of the Company.

Mr. Atul H. Mehta retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume of the said Director and other related information has been detailed in the Notice convening the 16th AGM of your Company. Accordingly, your Directors recommend his re-appointment in ensuing AGM.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. Also Independent Directors of the Company has met separately during the year without the attendance of non-independent directors and members of management, whereby they reviewed the following -

1. Reviewed the performance of Non-Independent Directors and the Board as a whole;

2. Reviewed the performance of the Chairperson of the Company;

3. Assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

MEETINGS

Notice of Meetings is prepared and circulated in advance to the Directors. During the year, Twelve Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DISCLOSURE UNDER SECTION 164 (2)

None of the Directors of the Company are disqualified from being appointed as directors as specified under sub-section (2) of Section 164 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 2013 and the Rules made there under.

AUDITORS' REPORT :

At the 15th AGM of your Company held on 23rd August, 2014, M/s B.V Dalal & Co., Chartered Accountant (Firm Registration No. 114214W), were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the third consecutive Annual General Meeting (AGM) of the Company. The said Auditors are now eligible for being re- appointed as the Statutory Auditors to hold office till conclusion of next AGM. Accordingly, the Board of Directors recommend their appointment.

The report of the Auditor and notes forming part of Accounts are attached along with the Annual Report. There is no qualification in the Audit report and Notes are self explanatory and need no comments.

INTERNAL AUDIT:

Compuage has further strengthened its internal audit team. This team monitors the entire business operations from its centralized database in Mumbai. It reports directly to the Audit Committee which is chaired by a Non Executive Independent Director.

During the year under review, the Company has also appointed M/s. Verma Mehta & Associates (Firm Registration Number 112118W) as the internal auditors of the Company in accordance with section 138 of the Companies Act, 2013 and rules framed thereunder. This has further added to the internal control and audit systems.

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Compuage's well defined organization structure, policy guidelines, predefined authority levels, and an extensive system of internal controls ensure optimal utilization and protection of resources, IT security, accurate reporting of financial transactions and compliance with applicable laws and regulations.

* Compuage has adequate system of internal control in place to ensure that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are authorized, recorded, and reported correctly.

* Compuage's internal audit function is empowered to examine the adequacy, relevance and effectiveness of control systems, compliance with laws, regulations & policies, plans and statutory requirements.

* Compuage has an exhaustive budgetary control system. Actual performance is reviewed with reference to the budget by the management on an ongoing basis.

* Compuage's Audit Committee of the Board reviews the findings and recommendations of the internal auditor.

The system is improved and modified continuously to meet changes in business conditions, statutory and accounting requirements.

SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS

The Company has appointed Mr. Virendra G. Bhatt, Practising Company Secretary to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit for the financial year 2014-2015. The Secretarial Audit Report is annexed herewith as "Annexure B" and forms part of the Boards' Report. The said report is self explanatory and needs no comments.

INSURANCE & RISK MANAGEMENT

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which considered necessary by the management.

DEPOSITS:

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

The details of the same are as under:

(a) accepted during the year- Nil

(b) remained unpaid or unclaimed as at the end of the year- Nil

(c) 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-

(i) at the beginning of the year - Rs. 7,95,39,600/-

(ii) repaid during the year - Rs. 7,95,39,600/-

(iii) at the end of the year - Nil

DEPOSITORY SYSTEM:

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

STATUS OF DEMATERIALISATION OF SHARES:

NSDL and CDSL have allotted ISIN No. INE070C01029 for compulsorily Dematerialization of Shares.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in accordance with the provisions of section Section 134(3)(c) and 134(5) of the Companies Act, 2013:

i. That in preparation of the Annual Accounts for the year ended 31st March, 2015, 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, 2015 and the profit 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, 2015 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.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the year 2014-2015 is annexed herewith as "Annexure C" and forms part of the Boards' Report.

CONSOLIDATED FINANCIAL STATEMENTS:

A separate statement containing the salient features of financial statements of the said subsidiary forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website of your Company (www.compuaaeindia.com). The financial performance of the said subsidiary included in the consolidated financial statements of your Company is set out in the "Annexure D" to this Report.

The Consolidated Net Worth of the company and its subsidiary as on 31st March, 2015 is Rs. 8022.82 Lacs.

The Consolidated Net Profit of the company and its subsidiary amounted to Rs. 1210.22 Lacs for the financial year ended 31st March, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management discussion and Analysis as required under the Clause 49 of the Listing Agreement is annexed herewith as "Annexure E" and forms part of the Boards' Report.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor's Certificate in accordance with Clause 49 of the Listing Agreement and report on Corporate Governance is annexed as Annexure "F" and forms part of the Boards' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given hereunder:

A. The particulars relating to conservation of energy and techniques are not relevant to the Company since the Company is not engaged in any manufacturing activities and hence there is not much scope and concern to this matter for the company to take any meaningful action.

B. Earning And Outgo in Foreign Exchange:

Mercantile Trade Sales as on 31st March, 2015 is Rs. 12747.01 Lacs as against Rs. 8840.39 Lacs in the previous year.

The payment of foreign exchange outgoes are as under:

1. Valuation of Imports calculated on C.I.F. basis for one year period ended 31st March, 2015 is Rs. 27,798.69 Lacs. (Rs. 43,133 Lacs in previous year)

2. Expenditure in Foreign currency: (Rs. in Lacs) (Current Year) (Previous Year)

Traveling 13.16 24.79

Mercantile Trade Purchase 12627.19 8723.02

DISCLOSURES RELATIONG TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Statement of disclosures relating to remuneration of Directors, Key Managerial Per- sonnel and particulars of Employees for the period ended 31st March, 2015 as per the provisions by the Companies Act, 2013 and rules made thereunder which needs to be disclosed in the Directors report.

Name (Age) Designation, Qualification Nature of / Experience duties & Date of commencement of Employment

*Atul H. Mehta Chairman & Managing MBA - U.S.A (55) Director, Specialized (25) in Finance & Strategic Planning (16.06.2000)

*Bhavesh H. Mehta Whole-time Director, M.Com (42) Specialized in Imports (18) & Logistics (18.10.2000)

Sunil Mehta Chief Financial Officer Chartered (43) Finance, Accounts, Accountant Taxation (11.08.2014) (22)

Dolly Mehta Company Secretary Company (21) Secretarial Compliances Secretary (01.01.2015)

Name (Age) Gross Last Remuneration Employment Rs. Designation / / Name of Company

*Atul H. Mehta 1,20,00,000 Compuage (55) (w.e.f Electronics Ltd. 08.09.2011) to Chairman & 07.09.2014) Managing Director

*Bhavesh H. Mehta 1,20,00,000 Compuage (42) (w.e.f Electronics Ltd. 18.10.2011) to Director 17.10.2014)

Rs. 39,00,000 Compuage Sunil Mehta Electronics Ltd. (43) (Manager-Finance)

Rs. 3,00,000 Virendra Bhatt, Dolly Mehta Practising (21) Company Secretary

Note:

* 1. Nature of employment is contractual.

2. The above amounts does not include provision of gratuity and leave encashment.

3. As the service contract is expired during the year, company has filed an application with Central Government to seek their approval for payment of Rs. 1,80,00,000 p.a. each to Mr. Atul H. Mehta and Mr. Bhavesh H. Mehta. However, the approval of Central Government has not yet received till 31st March, 2015.

LOANS AND INVESTMENTS:

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 are set out in Note no. 5 & 7 (Loans), Note no. 2(1)(r) (Guarantees) and Note no. 12 (Investments) to the financial statements forming part of this Annual Report.

TRANSFER TO RESERVES:

Your Company proposes to transfer Rs. 102.00 lacs to the general reserve. An amount of Rs. 5837.48 lacs is proposed to be retained in the Statement of Profit and Loss.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribu- nals impacting the going concern status of your Company and its operations in future.

ACKNOWLEDGEMENT

Your Directors takes this opportunity to express their deep sense of gratitude to the shareholders, employees, customers, vendors and banks for the support and faith reposed in the company. We also thank the Central and State Government and their department and local authorities for their continued guidance and support.

We also like to place on record our sincere appreciation for the commitment, dedica- tion and hard work put in by every member of Compuage Family.

Registered Office: By order of the Board of Directors For Compuage Infocom Limited D- 601/602 & G - 601/602, Lotus Corporate Park, Graham Firth Steel Compound, Western Express Highway, Goregaon (E), Mumbai - 400 063, India CIN: L99999MH1999PLC135914 E-mail: [email protected]

Mumbai Atul Mehta 15th May, 2015 Chairman & Managing Director


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting their Fifteenth Annual Report together with the Audited Financial Statements for the year ended 31st March, 2014.

Financial Highlights:

The highlights of the Financial Results are

(Rs.. In Lakhs)

Particulars Consolidated Standalone Current Previous Current Previous Year Year Year Year 2013-14 2012-13 2013-14 2012-13

Revenue from Operation 236187.86 196140.12 228818.16 190505.05 & Other Income

Profit before Interest, 5352.72 4164.61 5334.77 4143.78

Taxation & Depreciation

Less: Interest 3262.61 2665.15 3258.98 2651.69

Less: Depreciation 321.31 279.72 318.23 276.94

Profit before Tax 1768.79 1219.74 1757.56 1,215.15

Less: Provision for taxation 596.56 400.78 596.35 400.79

Profit after Tax Provision 1172.23 818.96 1161.21 814.36

Balance brought forward 3731.59 2990.77 3776.36 3039.35

Amount available for 4903.82 3809.73 4937.57 3853.71

Appropriation :

Dividend

Interim Dividend - - - -

Proposed Dividend 93.17 66.55 93.17 66.55

Dividend Distribution Tax 15.83 10.80 15.83 10.80

Less: Unrealised Profit - 0.79 - -

Less: Minority Interest - - - -

Balance Carried to 4794.82 3731.59 4828.57 3776.36

Balance Sheet

Business Performance:

The year gone by has been good. The Company registered revenue of Rs. 228818.16 Lacs as against Rs.190505.05 Lacs in the previous year, registering a growth of 20.10%. The Company''s consolidated revenue has grown to Rs. 236187.86 Lacs as against Rs. 196140.12 Lacs in the previous year, registering a growth of 20.42%. The Net Profit after Tax stood at Rs. 1161.21 Lacs as against Rs. 814.36 Lacs in the previous year. The Consolidated Profit after Tax stood at Rs. 1172.23 Lacs as against Rs. 818.96 Lacs in the previous year.

Dividend:

The Board of Directors has recommend a final dividend of Rs. 1.4/- per share for the year ended 31st March, 2014 which is (14 %) on face value of Rs. 10/- (Rupees Ten only) each, subject to the approval of members at the ensuing Annual General Meeting. The aforesaid dividend is excluding of Dividend Distribution Tax.

Future Outlook:

The Future outlook of the company appears to be very bright, promising and prosperous. The company has a strategy planning process and revalidates the strategy themes in order to achieve the business objectives of the company. The corporate performance is measured, monitored and managed on an on-going basis. The IT Industry remains a success story till now. With IT services and information technology enabled services have shown unprecedented growth, Compuage''s growth is likely to be very good in future which will be benefited and help to grow gradually and achieve its goals. Further, with Compuage''s entry into the additional business in telecom products distribution will give further boost to the company. The total revenue earned is around 19.96 % and it is expected to increase in the next few years thereby will maximize the company''s profitability as well.

Listing of Securities:

The equity shares of the Company are listed at The Bombay Exchange Stock Limited

(BSE) and Madras Stock Exchange Limited (MSE).

The Company has paid the listing fees for the year 2014-2015 to BSE and MSE.

Subsidiary Company:

1. Compuage Infocom (S) Pte. Ltd :

During the year Company continued to hold it''s holding in Compuage Infocom (S) Pte. Ltd. a wholly owned subsidiary of the company which was formed to expand the company''s business operation in SAARC Countries.

The Company has been granted exemption by the Ministry of Corporate Affairs from attaching to its Balance sheet, the Individual Annual Reports of its subsidiary Companies vide its. General Circular No: 2/2011 and General Circular No: 3/2011 dated Feb 8, 2011 and Feb 21, 2011 respectively. As per the terms of the Circular, a statement containing the brief financial details of the Companies Subsidiaries for the year ended March 31, 2014 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/ its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the Registered Offices of the respective subsidiary Companies.

Information Technology:

Compuage continues to upgrade its IT infrastructure and has a solid backbone to support the business.

Internal Audit:

Compuage has implemented with new software namely "SAP" replacing EPR Software for smooth running of accounting & financial functions of the company. The company also has its own internal audit team for internal audit of its various business activities. This team monitors the entire business operations from its centralized database in Mumbai. It reports directly to the Audit Committee which is chaired by a Non Executive Independent Director.

Directors:

Your Company has Five Directors including Three Independent Directors in consonance with Corporate Governance norm specified in the Clause 49 of the Listing Agreement with the Stock Exchanges.

During the year, no director has been appointed or resigned from the Board of Directors of the Company.

Mr. Bhavesh H. Mehta retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Pursuant to the provisions of Sections 149,152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Ganesh S. Ganesh, Director of the Company be and is hereby appointed as an Independent Director of the Company, to hold office for a period of five consecutive years from April 01, 2014 upto March 31, 2019 subject to the approval of the members at the ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149,152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Vijay Agarwal, Director of the Company be and is hereby appointed as an Independent Director of the Company, to hold office for a period of five consecutive years from April 01, 2014 upto March 31, 2019 subject to the approval of the members at the ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149,152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mrs. Preeti K. Trivedi, Director of the Company be and is hereby appointed as an Independent Director of the Company, to hold office for a period of five consecutive years from April 01, 2014 upto March 31, 2019 subject to the approval of the members at the ensuing Annual General Meeting.

The Company has received requisite notices in writing from member proposing Mr. Ganesh S. Ganesh, Mr. Vijay Agarwal, Mrs. Preeti K. Trivedi for appointment as an Independent Directors and Bhavesh H. Mehta as a Whole-time Director .

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Auditors:

M/s. B.V.Dalal & Co., Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment to hold office until the conclusion of the third consecutive Annual General Meeting hereafter (subject to ratification by the members at every Annual General Meeting held hereafter), at a remuneration and other terms as may be determined by the Audit Committee and finalized by the Board of Directors of the Company.

The Company has received a letter from them to the effect that their re-appointment as Statutory Auditor, if made, would be within the prescribed limit under Section 139 & 142 and any other applicable provisions of the Companies Act, 2013 and the Rules made there under.

Auditors'' Report

The report of the Auditor and notes forming part of Accounts are attached along with the Annual Report. There is no qualification in the Audit report and Notes are self explanatory.

Fixed Deposit:

The Company has accepted the Fixed Deposits and complied the provisions of Section 58A of the Companies Act, 1956 and rule thereon and any other applicable provisions of the Companies Act, 2013 and the Rules made there under.

Depository System:

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialisation of the physical shares lodged for transfer.

Status of Dematerialisation of Shares:

NSDL and CDSL have allotted ISIN No. INE070C01029 for compulsorily Dematerialization of Shares.

Directors'' Responsibility Statement:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

i. That in preparation of the Annual Accounts for the year ended 31st March, 2014, 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, 2014 and the profit of the Company for the year under review;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, 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, 2014 have been prepared on a ''going concern basis''.

Corporate Governance:

As required by Clause 49 of the Listing Agreement, a separate Report on Corporate Governance forms part of the Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance forms part of this report.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

A. The particulars relating to conservation of energy and techniques are not relevant to the Company since the Company is not engaged in any manufacturing activities and hence there is not much scope and concern to this matter for the company to take any meaningful action.

B. Earning in Foreign Exchange:

Mercantile Trade as on 31st March, 2014 is Rs. 8840.39 Lacs as against Rs. 6891.20 Lacs in the previous year. The payment of foreign exchange outgoes are as under:

1. Valuation of Imports calculated on C.I.F. basis for one year period ended 31st March, 2014 is Rs. 43,133 Lacs. (Rs. 35,353 Lacs in previous year)

Disclosure under Section 164 (2)

None of the Directors of the Company are disqualified from being appointed as directors as specified under sub-section (2) of Section 164 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 2013 and the Rules made there under.

Note:

* 1. Nature of employment is contractual.

2. The above amounts does not include provision of gratuity and leave encashment.

Human Resources:

Our Company believes that people and their experience are our biggest assets. Their experience, efforts and dedication are the primary reasons for our consistent growth over the years. In a business model where people are the growth drivers, we are endowed

with one of the best talent pool in the industry. We empower our employees at all stages of their careers and provide opportunities to enable them to excel in their individual capacities. We have created an exciting work environment that values individual contribution and helps gain a sense of satisfaction and accomplishment.

We believe in developing the potential of each employee and aid his/her growth as an individual and a professional. We believe this will enhance our prospects and ensure faster growth of our Company. In view of this we have laid down a comprehensive set of policies aiming at attracting, retaining and motivating employees.

We believe in training our employees and keeping them abreast on the developments in the industry. To this effect, we have undertaken onsite and offsite training programs for our employees. The main focus area for conducting training programmes is team building and to change the attitude of the people towards work and to encourage the employees to come up with innovative ideas.

The development and use of human potential and a learning organization is our bridge to continued success in the future.

Consolidated Financial Statements:

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchange, the consolidated financial statement have been prepared by the company in accordance with the applicable accounting standards issued by The Institute of Chartered Accountants of India. The audited consolidated financial statement together with the Auditors'' Report form part of the Annual Report.

The Consolidated Net Worth of the company and its subsidiary as on 31st March, 2014 is Rs. 7038.9 Lacs.

The Consolidated Net Profit of the company and its subsidiary amounted to Rs. 1172.23 Lacs for the financial year ended 31st March, 2014.

Acknowledgements:

Your Directors takes this opportunity to express their deep sense of gratitude to the shareholders, employees, customers, vendors, banks for the support and faith reposed in the company. We also thank the Central and State Government and their department and local authorities for their continued guidance and support.

We also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every member of Compuage Family across the world. Place: Mumbai

Date: 27th May, 2014 For and on behalf of the Board of Directors

For Compuage Infocom Limited Registered Office:

D-601/602 & G-601/602,

Lotus Corporate Park, sd/-

Graham Firth Steel Compound, Atul H. Mehta

Western Express Highway, Chairman and Managing Director Goregaon (East), Mumbai - 400 063.


Mar 31, 2013

Dear Shareholders,

The Board of Directors has pleasure in presenting the Audited Financial Statements for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS:

The highlights of the Financial Results are:

(Rs. In Lakhs)

Particulars Consolidated Standalone Current Previous Current Previous Year Year Year Year 2012-13 2011-12 2012-13 2011-12

Revenue from Operation 196140.12 159775.89 190505.05 155112.63 & Other Income

Profit before Interest, 4164.61 3654.94 4143.78 3582.76

Taxation & Depreciation

Less: Interest 2665.15 1922.04 2651.69 1895.67

Less: Depreciation 279.72 180.65 276.94 167.44

Profit before Tax 1219.74 1552.25 1,215.15 1,519.65

Less: Provision for taxation 400.78 523.85 400.79 498.88

Profit after Tax Provision 818.96 1028.40 814.36 1,020.77

Balance brought forward 2990.77 2116.08 3039.35 2173.78

Amount available for 3809.73 3144.48 3853.71 3,194.55

Appropriation :

Dividend

Interim Dividend 66.55 66.55

Proposed Dividend 66.55 66.55 66.55 66.55

Dividend Distribution Tax 10.80 22.10 10.80 22.10

Less: Unrealised Profit 0.79 4.83

Less: Foreign currency 2.99 translation Reserve

Less: Minority Interest 1.53

Balance Carried to 3728.60 2982.92 3776.36 3,039.35

Balance Sheet

Business Performance:

The year gone by has been a mixed bag. The Company''s registered revenue of Rs. 190505.05 Lacs as against Rs. 155112.63 Lacs in the previous year, registering a growth of 22.82%. The Company''s consolidated revenue has grown to Rs. 196140.12 Lacs as against Rs. 159775.89 Lacs in the previous year, registering a growth of 22.76%.

While the revenue has grown, Profit after Tax has gone down. The Net Profit after Tax stood at Rs. 814.36 Lacs as against Rs. 1020.77 Lacs in the previous year. The Consolidated Profit after Tax stood at Rs. 818.96 Lacs as against Rs. 1028.40 Lacs in the previous year.

Dividend :

The Board of Directors has recommend a final dividend of Re. 1.00/- (One Rupee) per share for the year ended 31st March, 2013 which is (10%) on face value of Rs.10/- (Rupees Ten only) each, subject to the approval of members at the ensuing Annual General Meeting.

Future Outlook :

The Future outlook of the company is very promising. The Company operates in high growth rate IT industry. With IT penetration still below double digit, shall continue to grow, offering immense opportunities to Compuage. Further, with Compuage''s entry into the telecom products distribution, it will give further boost to the company. With smart phones expected to have rapid growth over the next 5 years, Compuage is well positioned to benefit from the same. With growth in revenue, it will optimize its utilisation of its infrastructure and resources, thereby growing the company''s profitability as well.

Listing Of Securities:

The Company''s equity shares are listed on BSE Limited (BSE) and Madras Stock Exchange Limited (MSE).

* Pursuant to the agreement (MSE) Madras Stock Exchange Limited had entered into with (NSE) National Stock Exchange of India Limited, proviso (i) to section 13 of the Securities Contracts (Regulations) Act, 1956, the securities of the Company have been allowed for dealings on the National Stock Exchange (Capital Market Segment) with effect from 1st October, 2010 which was informed to us by MSE vide its letter dated 30th September, 2010.

SUBSIDIARY COMPANY:

1. Compuage Infocom (S) Pte. Ltd :

During the year Company continued to hold it''s holding in Compuage Infocom (S) Pte. Ltd. a wholly owned subsidiary of the company which was formed to expand the company''s business operation in SAARC Countries.

The Company has been granted exemption by the Ministry of Corporate Affairs from attaching to its Balance sheet, the Individual Annual Reports of its subsidiary Companies vide its General Circular No: 2/2011 and General Circular No: 3/2011 dated Feb 8, 2011 and Feb 21, 2011 respectively. As per the terms of the Circular, a statement containing the brief financial details of the Companies Subsidiaries for the year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/ its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the Registered Offices of the respective subsidiary Companies.

Disinvestment:

To focus on its core business of distribution, the company disinvested its complete holding in Greenvision Technologies Private Limited and Adit E-commerce Private Limited.

Information Technology:

Compuage continues to upgrade its IT infrastructure and has a solid backbone to support the business.

Internal Audit:

Compuage has further strengthened its internal audit team. This team monitors the entire business operations constantly from its centralized database in Mumbai. It reports directly to the Audit Committee which is chaired by a Non Executive Director.

Directors:

Your Company has Five Directors including Three Independent Directors in consonance with Corporate Governance norm specified in the Clause 49 of the Listing Agreement with the Stock Exchanges.

During the year, no director has been appointed or resigned from the Board of Directors of the Company.

Mr. Vijay Agarwal retires by rotation from the Board in the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment at the said Annual General Meeting.

Auditors:

M/s. B.V.Dalal & Co., Chartered Accountants, statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditor to the effect that their appointment as statutory Auditor, if made, will be within the limit prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT

The report of the Auditor and notes forming part of Accounts are attached along with the Annual Report. There is no qualification in the Audit report and Notes are self explanatory.

Fixed Deposit:

The Company has accepted the Fixed Deposits and complied the provisions of Section 58A of the Companies Act, 1956 and rule thereon.

Depository System:

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialisation of the physical shares lodged for transfer.

Status of Dematerialisation of Shares:

NSDL and CDSL have allotted ISIN No. INE070C01029 for compulsorily Dematerialization of Shares.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

i. That in preparation of the Annual Accounts for the year ended 31st March, 2013, 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, 2013 and the profit of the Company for the year under review;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, 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, 2013 have been prepared on a ''going concern basis''.

Corporate Governance:

As required by Clause 49 of the Listing Agreement, a separate Report on Corporate Governance forms part of the Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance forms part of this report.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

A. The particulars relating to conservation of energy and techniques are not relevant to the Company since the Company is not engaged in any manufacturing activities and hence there is not much scope and concern to this matter for the company to take any meaningful action.

B. Earning in Foreign Exchange:

Mercantile Trade as on 31st March, 2013 is Rs. 6891.20 Lacs (Previous year- NIL). The payment of foreign exchange outgoes are as under:

1. Valuation of Imports calculated on C.I.F. basis for one year period ended 31st March, 2013 is Rs.35,353 Lacs. (Rs. 31,244.10 Lacs in previous year)

2. Expenditure in Foreign currency: (Rs. in Lacs) (Current Year) (Previous Year)

Travelling 19.77 1.98

Interest NIL NIL

Disclosure under Section 274 (1) (g)

None of the Directors of the Company are disqualified from being appointed as directors as specified u/s 274(1) (g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 1956.

Human Resources:

Our Company believes that people and their experience are our biggest assets. Their experience, efforts and dedication are the primary reasons for our consistent growth over the years. In a business model where people are the growth drivers, we are endowed with one of the best talent pool in the industry. We empower our employees at all stages of their careers and provide opportunities to enable them to excel in their individual capacities. We have created an exciting work environment that values individual contribution and helps gain a sense of satisfaction and accomplishment.

We believe in developing the potential of each employee and aid his/her growth as an individual and a professional. We believe this will enhance our prospects and ensure faster growth of our Company. In view of this we have laid down a comprehensive set of policies aiming at attracting, retaining and motivating employees.

We believe in training our employees and keeping them abreast on the developments in the industry. To this effect, we have undertaken onsite and offsite training programs for our employees. The main focus area for conducting training programmes is team building and to change the attitude of the people towards work and to encourage the employees to come up with innovative ideas.

The development and use of human potential and a learning organization is our bridge to continued success in the future.

Consolidated Financial Statements:

As stipulated by clause 32 of the Listing Agreement with the Stock Exchange, the consolidated financial statement have been prepared by the company in accordance with the applicable accounting standards issued by The Institute of Chartered Accountants of India. The audited consolidated financial statement together with the Auditors'' Report form part of the Annual Report.

The Consolidated Net Worth of the company and its subsidiary as on 31st March, 2013 is Rs. 59.80 Cr.

The Consolidated Net Profit of the company and its subsidiary amounted to Rs. 818.96 Lacs for the financial year ended 31st March, 2013.

Acknowledgements:

Your Directors takes this opportunity to express their deep sense of gratitude to the shareholders, employees, customers, vendors, banks for the support and faith reposed in the company. We also thank the Central and State Government and their department and local authorities for their continued guidance and support.

We also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every member of Compuage Family across the world.

Place: Mumbai For and on behalf of the Board of Directors

For Compuage Infocom Limited

Date: 29th May, 2013

Registered Office:

601, D-wing, Lotus

Corporate Park, Atul H Mehta

Ram Mandir Lane,

Near Jai Coach Junction, Chairman and Managing Director

Western Express Highway,

Goregaon (E), Mumbai - 400063


Mar 31, 2012

The Board of Directors has pleasure in presenting the Audited Financial Statements for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS:

The highlights of the Financial Results are:

(Rs. In Lacs)

Particulars Current Year Previous Year

2011-12 2010-11

Revenue from Operation & Other Income 154444.05 131468.14

Profit before Interest, Taxation & Depreciation 3582.76 2512.76

Less: Interest 1895.67 1103.18

Less: Depreciation 167.44 117.69

Profit before Tax 1519.65 1291.90

Less: Provision for taxation 498.88 424.62

Profit after Tax Provision 1020.77 867.27

Balance brought forward 2173.78 1427.32

Amount available for Appropriation: 3194.55 2,294.59

Dividend

Interim Dividend 66.55 -

Proposed Dividend 66.55 103.60

Dividend Distribution Tax 22.10 17.21

Balance Carried to Balance Sheet 3039.35 2,173.78

BUSINESS REVIEW:

The year gone by has been a good year with company closing on a profitable note. The company's revenue grew to Rs. 154444.05 lacs registering a growth of 17.48% and consolidated revenue growing to Rs.159176.76 lacs, registering a growth of 17.68%.

The profit after tax grew to Rs. 1020.77 lacs, growing by 17.70% over the previous year. Consolidated profit after tax grew to Rs. 1028.40 lacs, growing by 19.65%.

DIVIDEND:

The Company has already paid an Interim Dividend of Re.1/- (One Rupee) per share amounting to Rs. 6655000/-. The Board of Directors now recommend a final dividend of Re. 1.00 (One Rupee) per share for the year ended 31st March, 2012 which is (10%) on face value of Rs. 10/- (Rupees Ten only) each, subject to the approval of members at the ensuing Annual General Meeting, thereby making it total Dividend of Rs.2.00/- on each equity share of Rs. 10/- for the year under review.

FUTURE OUTLOOK:

Future outlook of Compuage is very promising. It operates in growth oriented industry which is likely to grow by about 12% per annum for the next few years. The company being small will be able to grow more than the IT industry's growth rate.

SHARE CAPITAL

The paid-up equity share capital of your Company has been increased from Rs.5,18,00,000 to Rs.6,65,50,000 on account of the Warrant Conversion and Preferential Allotment of Shares.

LISTING OF SECURITIES

The Company's equity shares are listed on Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange Limited (MSE).

SUBSIDIARY COMPANIES:

The Company has (03) Three subsidiaries of the Company as on March 31, 2012, which are as under:

(1) Green vision Technologies Pvt. Ltd.

(2) ADIT E-commerce Pvt. Ltd.

(3) Compuage Infocom (S) Pte. Ltd.

(1) Greenvision Technologies Pvt. Ltd.

Green vision Technologies Pvt. Ltd. was incorporated on March 19,2008 with Compuage holding 52% of its Equity Share Capital and voting power. As on March 20, 2009 we acquired additional 24% of the Equity Share Capital of Green vision. As at March 31, 2012, we hold 76% of the Equity Share Capital and voting power of Green vision Technologies Pvt. Ltd.

Green vision Technologies Pvt. Ltd. focuses on Power Solutions for the Enterprise Customers and Batteries for the UPS, Inverter and the Telecom Sector. The Company is in the process of setting up a plant to manufacture batteries.

During the year Green vision Technologies Pvt Ltd has achieved a turn over of Rs. 2736.06 lacs and has made a net profit before tax of Rs. 11.12 Lacs.

(2) ADIT E-commerce Pvt. Ltd.

ADIT E-commerce Pvt. Ltd. was incorporated on May 17, 2008; we acquired 80% of the Equity in the Company on January 19, 2010. The investment was made in the Company to take advantage of the growing online business.

(3) Compuage Infocom (S) Pte. Ltd.

Compuage Infocom (S) Pte. Ltd. is our wholly owned subsidiary and was formed to expand our business operation in Singapore.

The Company has been granted exemption by the Ministry of Corporate Affairs from attaching to its Balance sheet, the Individual Annual Reports of its subsidiary Companies vide its. General Circular No: 2/2011 and General Circular No: 3/2011 dated Feb 8,2011 and Feb 21, 2011 respectively. As per the terms of the Circular, a statement containing the brief financial details of the Companies Subsidiaries for the year ended March 31, 2011 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/ its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the Registered Offices of the respective subsidiary Companies.

INFORMATION TECHNOLOGY:

Compuage continues to upgrade its IT infrastructure and has a solid backbone to support the business.

INTERNAL AUDIT:

Compuage has further strengthened its internal audit team. This team monitors the entire business operations constantly from its centralized database in Mumbai. It reports directly to the Audit Committee headed by the Board of Director.

DIRECTORS:

Mr. G.S Ganesh retires by rotation from the Board in the forthcoming Annual General Meeting and being eligible, offers herself for reappointment at the said Annual General Meeting.

AUDITORS:

The Statutory Auditors of your Company, M/s. B.V.Dalai & Co., Chartered Accountants, retire at the conclusion of the forth coming Annual General Meeting and being eligible offer themselves for re-appointment. The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

FIXED DEPOSIT:

The Company has accepted the Fixed Deposits and complied the provisions of Section 58A of the Companies Act, 1956.

DEPOSITORY SYSTEM:

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

STATUS OF DEMATERIALISATION OF SHARES:

NSDL and CDSL have allotted ISIN No. INE070C01029 for compulsorily Dematerialization of Shares.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm

i. That in preparation of the Annual Accounts for the year ended 31 st March, 2012, 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 31 st March, 2012 and the profit of the Company for the year under review;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, 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, 2012 have been prepared on a 'going concern basis'.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditor's Statement on its compliance.

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

The particulars relating to conservation of energy and techniques are not relevant to the Company since the Company is not engaged in any manufacturing activities and hence there is not much scope and concern to this matter for the company to take any meaningful action.

Earning in Foreign Exchange: NIL.

The payment of foreign exchange outgoes are as under:

1. Valuation of Imports calculated on C.I.F. basis for one year period ended 31 st March, 2012 is Rs.31244.10 Lacs. (Rs. 50637.85 Lacs in previous year)

2. Expenditure in Foreign currency: (Rs. in Lacs) (Current Year) (Previous Year)

Traveling 1.98 NIL

Interest NIL 1.56

PARTICULARS OF EMPLOYEE:

Statement of Particulars of Employees under Sec 217 2(A) for the period ended 31st March, 2012.

Name (Age) Designation, Qualification Gross Last Nature of Experience Remuneration Employment duties & Date of Rs. Designation commencement Name of of Employment Company

*Atul H. Mehta Chairman & Managing MBA - U.S.A 1,20,00,000 Compuage (50) Director, Specialized (24) (w.e.f Electronics Ltd. in Finance & Strategic 08.09.2011) Chairman & Planning (16.06.2000) Managing Director

*Bhavesh H. Mehta Director, Specialized M.Com 1,20,00,000 Compuage (37) in Imports & Logistics (17) (w.e.f Electronics Ltd. (18.10.2000) 18.10.2011) Director

Note:

*1. Nature of employment is contractual

2. The above amounts does not include provision of gratuity and leave encashment HUMAN RESOURCES AND INDUSTRIAL RELATIONS

As we begin to compete in the challenging business environment of the new millennium we realize that Human Resources are the most valuable assets for our organization and it's our people who provide the competitive edge to Stay ahead.

Our strategy for development of Human Resources is through providing a motivating work environment, recruiting the best talents, providing challenging goals, and by creating a culture for learning and growth. Our aims of employee development are not just about acquiring skills to solve specific problems but also expanding minds to address problems and opportunities which have not become apparent with full understanding of cross functional linkages.

Continuing personal development is the constant obligation of all employees and constant responsibility of all Executives, Managers and supervisors.

The development and use of human potential and a learning organization is our bridge to continued success in the future.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated Financial Statements are attached. The consolidated networth as on 31st March 2012 is Rs. 52 Cr.

ACKNOWLEDGEMENTS:

Your board takes this opportunity to thank its shareholders, employees, customers, vendors and bankers for the support and faith reposed in the company.

The Directors also wish to convey their appreciation to the Government and Statutory authorities for their co-operation.

The Directors appreciate and value the contribution made by every member of the Compuage Family across the world

For and on behalf of the Board of Directors

For Compuage Infocom Limited



Atul H. Mehta

Chairman and Managing Director

Place: Mumbai.

Date: 29th May, 2012

Registered Office:

Compuage Infocom Ltd

3, Dhuru Building,

329, Vithalbhai Patel Road,

Mumbai-400 004.


Mar 31, 2011

Dear Shareholders,

The Board of Directors has pleasure in presenting the Audited Financial Statements for the year ended 31 st March 2011.

FINANCIAL HIGHLIGHTS:

The highlights of the Financial Results are:

(Rs. In Lacs ) Current Year Previous Year Particulars 2010-11 2009-10

Sales & Other Income 137490.57 108849.36

Profit before Taxation & Depreciation 1409.58 1010.45

Less: Depreciation 117.69 55.17

Profit after depreciation 1291.89 955.28

Less: Provision for taxation 424.62 325.09

Fringe Benefit Tax 0.00 1.36

Profit after Tax Provision 867.27 628.83

Balance brought forward 1427.32 919.70

Amount available for Appropriation: 2294.59 1548.53

Proposed Dividend 103.60 103.60

Dividend Distribution Tax 17.21 17.61

Balance Carried to Balance Sheet 2173.78 1427.32

BUSINESS REVIEW:

The year gone by has been a good year with company closing on a profitable note. The company's revenue grew to Rs137490.57 lacs registering a growth of 26.31% and consolidated revenue growing to Rs. 141427.42 lacs, registering a growth of 26.14%.

The profit after tax grew to Rs 867.27 lacs, growing by 37.92% over the previous year. Consolidated profit after tax grew to Rs.895.51 lacs, growing by 55.18%.

The company has continued to strength its infrastructure, reach and product portfolio.

DIVIDEND:

Your Directors are pleased to recommend the payment of Dividend for the year ended 31st March 2011 at Rs. 21- ( Rupees Two only) per share ( 20 %) on face value of Rs.10/-, subject to the approval of members at the ensuing Annual General Meeting.

FUTURE OUTLOOK:

Future outlook of Compuage is very promising. It operates in growth oriented industry which is likely to grow by 20% per annum for the next few years. The company being small will be able to grow more than the IT industry's growth rate.

SUBSIDIARY COMPANIES:

The total number of subsidiaries of the Company as on March 31, 2011 is 3, which are as under:

(1) Greenvision Technologies Pvt. Ltd.

(2) ADIT E-commerce Pvt. Ltd.

(3) Compuage Infocom (S) Pte. Ltd.

(1) Greenvision Technologies Pvt. Ltd.

Greenvision Technologies Pvt. Ltd. was incorporated on March 19,2008 with Compuage holding 52% of its Equity Share Capital and voting power. As on March 20, 2009 we acquired additional 24% of the Equity Share Capital of Greenvision. As at March 31, 2011, we hold 76% of the Equity Share Capital and voting power of Greenvision Technologies Pvt. Ltd.

Greenvision Technologies Pvt. Ltd. focuses on Power Solutions for the Enterprise Customers and sealed Maintenance free Batteries for the UPS segment. The Company is also exploring manufacturing of Batteries.

During the year Greenvision Technologies Pvt Ltd has achieved a turn over of Rs. 2269.04 lacs and has made a net profit before tax of Rs. 10.83 Lacs.

(2) ADIT E-commerce Pvt. Ltd.

ADIT E-commerce Pvt. Ltd. was incorporated on May 17,2008, we acquired 80% of the Equity in the Company on January 19,2010. The investment was made in the Company to take advantage of the growing online business.

(3) Compuage Infocom (S) Pte. Ltd.

Compuage Infocom (S) Pte. Ltd. is our wholly owned subsidiary and was formed to expand our business operation in Singapore.

The Company has been g-anted exemption by the Ministry of Corporate Affairs from attaching to its Balance sheet, the Individual Annual Reports of its subsidiary Companies

vide its. General Circular No: 2 /2011 and General Circular No: 3/2011 dated Feb 8, 2011 and Feb 21, 2011 respectively. As per the terms of the Circular, a statement containing the brief financial details of the Companies Subsidiaries for the year ended March 31, 2011 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the Registered Offices of the respective subsidiary Companies.

INFORMATION TECHNOLOGY:

Compuage continues to upgrade its IT. team and infrastructure and has a solid backbone to support the business.

INTERNAL AUDIT:

Compuage has further strengthened its internal audit team. This team monitors the entire business operations constantly from its centralized database in Mumbai. It reports directly to the Audit Committee headed by the Board of Director.

DIRECTORS:

Ms. Preeti Trivedi retires by rotation from the Board in the forthcoming Annual General Meeting and being eligible offers herself for reappointment at the said Annual General Meeting.

AUDITORS:

The Statutory Auditors of your Company, M/s.B.V.Dalai & Co., Chartered Accountants, retire at the conclusion of the forth coming Annual General Meeting and being eligible offer themselves for re-appointment. The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

FIXED DEPOSIT:

The Company has accepted the Fixed Deposits and complied the provisions of Section 58A of the Companies Act, 1956.

DEPOSITORY SYSTEM:

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialisation of the physical shares lodged for transfer.

STATUS OF DEMATERIALISATION OF SHARES:

NSDL and CDSL have allotted ISIN No. INE070C01029 for compulsorily Dematerialization of Shares.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the

Directors hereby confirm

i) That in preparation of the Annual Accounts for the year ended 31 st March, 2011, 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 31 st March, 2011 and the profit of the Company for the year under review;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, 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 31 st March, 2011 have been prepared on a 'going concern basis'.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditor's Statement on its compliance.

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

The particulars relating to conservation of energy and techniques are not relevant to the Company since the Company is not engaged in any manufacturing activities and hence there is not much scope and concern to this matter for the company to take any meaningful action.

Earning in Foreign Exchange was Rs. 77.52 lacs

The payment of foreign exchange outgoes are as under

1. Valuation of Imports calculated on C.I.F. basis for one year period ended 31 st March, 2011 is RS. 50637.85 Lacs. (Rs. 35631.27 Lacs in previous year)

2. Expenditure in Foreign currency: (Rs.in Lacs) (Current Year) (Previous Year)

Traveling NIL 6.86

Interest 1.56 1.72

PARTICULARS OF EMPLOYEE:

Statement of Particulars of Employees under Sec 217 2(A) for the period ended 31st March, 2011.

Name (Age) Designation, Qualification Gross Last Nature of /Experience Remuneration Employment duties & Date of Rs. Designation/ commencement / Name of of Employment Company

*Atul H. Mehta Chairman & Managing MBA-U.S.A 60,00,000/- Compuage (50) Director, Specialized (23) Electronics Ltd. in Finance & Strategic Chairman & Planning (16.06.2000) Managing Director

-Bhavesh H. Mehta Director, Specialized M.Com 48,00,000/- Compuage (37) in Imports & Logistics (16) Electronics Ltd. (18.10.2000) Director

Sunil M. Mehta Vice President - Finance, Chartered 33,36,000/- Compuage (39) (16.06.2000) Accountant Electronics Ltd. (16) VP- Finance

Anand Vardhan (38) Vice President, Post Graduate 17,77,135/- American Power Sales & Marketing degree in Conversion- (01.02.2009) English (18) Country Sales (Resigned on 15/12/2010) Manager

Note : *1. Nature of employment is contractual

2. The above amounts does not include provision of gratuity and leave encashment

OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS CONVERSION.

The Company has not so far issued any GDRs/ADRs, therefore question of outstanding GDRs / ADRs etc as at end of March 2011, does not arise.

However, 18,00,000 warrants were allotted on preferential basis to Mr. Atul Mehta and Mr. Bhavesh Mehta , the promoters of the Company on 2nd March 2010 . Therefore 18,00,000 warrants are outstanding with option to convert them into equal number of Equity shares within 18 months from the date of allotment.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

As we begin to compete in the challenging business environment of the new millennium we realize that Human Resources are the most valuable assets for our organisation and it's our people who provide the competitive edge to Stay ahead.

Our strategy for development of Human Resources is through providing a motivating work environment, recruiting the best talents, providing challenging goals, and by creating a culture for learning and growth. Our aims of employee development are not just about acquiring skills to solve specific problems but also expanding minds to address problems and opportunities which have not become apparent with full understanding of cross functional linkages.

Continuing personal development is the constant obligation of all employees and constant responsibility of all Executives, Managers and supervisors.

The development and use of human potential and a learning organization is our bridge to continued success in the future.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated Financial Statements are attached. The consolidated networth as on 31st March 2011 is Rs.31 Cr.

ACKNOWLEDGEMENTS:

Your board takes this opportunity to thank its shareholders, employees, customers, vendors and bankers for the support and faith reposed in the company.

The Directors also wish to convey their appreciation to the Government and Statutory authorities for their co-operation.

The Directors appreciate and value the contribution made by every member of the Compuage Family across the world

For and on behalf of the Board of Directors For Compuage Infocom Limited

Atul H. Mehta Chairman and Managing Director

Place: Mumbai. Date: 19th April, 2011

Registered Office:

Compuage Infocom Ltd 3, Dhuru Building, 329, Vithalbhai Patel Road, Mumbai-400 004.


Mar 31, 2010

The Board of Directors has pleasure in presenting the Audited Financial Statements for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS :

The highlights of the Financial Results are:

(Rs. In Lacs)

Current Year Previous Year Particulars 2009-2010 2008-2009

Sales & Other Income 108849.36 80427.45

Profit before Taxation & Depreciation 1010.45 755.44

Less: Depreciation 55.17 38.82

Profit after depreciation 955.28 716.62

Less: Provision for taxation 325.09 252.42

Fringe Benefit Tax 1.36 19.95

Profit after Tax Provision 628.83 444.25

Balance brought forward 919.70 605.17

Amount available for Appropriation: 1548.53 1049.42

Less: Transfer to Capital Redemption Reserve NIL 129.72

Proposed Dividend 103.60 NIL

Dividend Distribution Tax 17.61 NIL

Balance Carried to Balance Sheet 1427.32 919.70

BUSINESS REVIEW:

The year gone by has been a good year with company closing on a profitable note. The company’s revenue grew to Rs. 108849.36 lacs registering a growth of 35% and consolidated revenue growing to Rs. 110121.12 lacs, registering a growth of 36.20%.

The profit after tax grew to Rs 628.83 lacs, growing by 41.55% over the previous year. Consolidated profit after tax grew to Rs. 577.07 lacs, growing by 29.36%.

The company has continued to strengthen its infrastructure, reach and product portfolio.

DIVIDEND:

Your Directors are pleased to recommend the payment of Dividend for the year ended 31st March 2010 at Rs. 2/- ( Rupees Two only) per share ( 20 %) on face value of Rs.10/ subject to the approval of members at the ensuing Annual General Meeting.

FUTURE OUTLOOK:

Future outlook of Compuage is very promising. It operates in growth oriented industry which is likely to grow by 20% per annum for the next few years. The company being small, will be able to grow more than the IT industry’s growth rate.

SUBSIDIARY COMPANIES:

The total number of subsidiaries of the Company as on March 31, 2010 is 3, which are as under:

(1) Greenvision Technologies Pvt. Ltd.

(2) ADIT E-commerce Pvt. Ltd.

(3) Compuage Infocom (S) Pte. Ltd.

(1) Greenvision Technologies Pvt. Ltd.

Greenvision Technologies Pvt. Ltd. was incorporated on March 19, 2008 with Compuage holding 52% of its Equity Share Capital and voting power. As on March 20, 2009 we acquired additional 24% of the Equity Share Capital of Greenvision. As at March 31, 2010, we hold 76% of the Equity Share Capital and voting power of Greenvision Technologies Pvt. Ltd.

Greenvision Technologies Pvt. Ltd. focuses on Power Solutions for the Enterprise Customers and sealed Maintenance free Batteries for the UPS segment. The Company is also exploring manufacturing of Batteries.

During the year Greenvision Technologies Pvt Ltd has achieved a turn over of Rs. 1601 lacs and has made a net profit before tax of Rs. 3.38 Lacs.

(2) ADIT E-commerce Pvt. Ltd.

ADIT E-commerce Pvt. Ltd. was incorporated on May 17, 2008, we acquired 80% of the Equity in the Company on January 19,2010. The investment was made in the Company to take advantage of the growing online business.

(3) Compuage Infocom (S) Pte. Ltd.

Compuage Infocom (S) Pte. Ltd. is our wholly owned subsidiary and was formed to expand our business operation in Singapore.

The Company has been granted exemption for the year ended March 31, 2010 by the Ministry of Corporate Affairs from attaching to its Balance sheet, the Individual Annual Reports of its subsidiary Companies. As per the terms of the Exemption letter, a statement containing the brief financial details of the Companies Subsidiaries for the year ended March 31, 2010 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the Registered Offices of the respective subsidiary Companies.

INFORMATION TECHNOLOGY:

Compuage continues to upgrade its I.T. team and infrastructure and has a solid backbone to support the business.

INTERNAL AUDIT:

Compuage has further strengthened its internal audit team. This team monitors the entire business operations constantly from its centralized database in Mumbai. It reports directly to the Audit Committee headed by the Board of Director.

DIRECTORS:

Mr. Vijay Agarwal retires by rotation from the Board in the forthcoming Annual General Meeting and being eligible offers himself for reappointment at the said Annual General Meeting.

The Board of Directors at its meeting held on 29th October 2009 appointed Ms. Preeti Trivedi as an Additional Director of the Company and holds office upto the date of the ensuing Annual General meeting and is eligible for appointment. Mr. C. Subramaniam resigned as a Director of the Company w.e.f. 29th October 2009.

AUDITORS:

The Statutory Auditors of your Company, M/s.B.V.Dalal & Co., Chartered Accountants, retire at the conclusion of the forth coming Annual General Meeting and being eligible offer themselves for re-appointment. The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

FIXED DEPOSIT:

The Company has accepted the Fixed Deposits and complied the provisions of Section 58A of the Companies Act , 1956 .

DEPOSITORY SYSTEM:

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialisation of the physical shares lodged for transfer.

STATUS OF DEMATERIALISATION OF SHARES:

NSDL and CDSL have allotted ISIN No. INE070C01029 for compulsorily Dematerialization of Shares.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm

i) That in preparation of the Annual Accounts for the year ended 31st March, 2010, 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, 2010 and the profit of the Company for the year under review;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, 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, 2010 have been prepared on a "going concern basis".

MANAGEMENT DISCUSSIONS & ANALYSIS

Compuage Management kept reviewing the worldwide economic situation and its resulting impact on India and the Indian Hardware Industry closely. The management after several deliberations decided to adopt a conservative approach to ensure that its assets were well protected. Any cautious approach does result in some loss of revenue. But, only in the short run. By not getting into any tight situations and with its confidence intact, it is well prepared to capitalise on the opportunities at an opportune moment.

The company directed its energies towards strengthening its systems, processes and its teams’ skill sets preparing for tomorrow. The future potential for the company unquestionably remains very bright

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditor’s Statement on its compliance.

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

The particulars relating to conservation of energy and techniques are not relevant to the Company since the Company is not engaged in any manufacturing activities and hence there is not much scope and concern to this matter for the company to take any meaningful action.

Earning in Foreign Exchange was Rs. 52.41 lacs through Merchanting Trade Activity.

The payment of foreign exchange outgoes are as under

1. Valuation of Imports calculated on C.I.F. basis for one year period ended 31st March 2010 is RS. 35631.27 Lacs. (Rs. 16442.35 Lacs in previous year)

2. Expenditure in Foreign currency: (Rs.in Lacs) (Current Year) (Previous Year)

Traveling 6.86 NIL

Interest 1.72 3.03

PARTICULARS OF EMPLOYEE:

Statement of Particulars of Employees under Sec 217 2(A) for the period ended 31st March, 2010.

Name (Age) Designation, Qualification Gross Last

Nature of /Experience Remune ration Employ ment duties & Date of Rs. Designa tion/ commencement of / Name of

Employment Company

Atul H. Mehta (49) Chairman & Managing MBA - U.S.A 60,00,000 /- Compuage

Director, Specialized (22) Electr onics Ltd.

in Finance & Strategic Chair man&

Planning (16.06.2000) Managing Director

Bhavesh H. Mehta Director, Specialized in M.Com 48,00,000 /- Compuage

(37) Imports & Logistics (15) Electro nics Ltd.

(18.10.2000) Director

Sunil M. Mehta (38) Vice- President- Chartered 30,50,000/- Compuage

Finance Accountant Electro nics Ltd.

(04.05.1999) (15) VP-Fina nce

Anand Vardhan (38) Vice- President - PostGraduate 35,19,987/- American Power

Sales & Marketing Degree in Conversion -Country

(02.02.2009) English (18) Sales Manager

Note : *1. Nature of employment is contractual

2. The above amounts does not include provision of gratuity and leave encashment,

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

As we begin to compete in the challenging business environment of the new millennium we realize that Human Resources are the most valuable assets for our organisation and it’s our people who provide the competitive edge to Stay ahead.

Our strategy for development of Human Resources is through providing a motivating work environment, recruiting the best talents, providing challenging goals, and by creating a culture for learning and growth. Our aims of employee development are not just about acquiring skills to solve specific problems but also expanding minds to address problems and opportunities which have not become apparent with full understanding of cross functional linkages.

Continuing personal development is the constant obligation of all employees and constant responsibility of all Executives,Managers and supervisors.

The development and use of human potential and a learning organization is our bridge to continued success in the future.

CONSOLIDATED FINANCIAL STATEMENTS :

The consolidated Financial Statements are attached. The consolidated networth as on 31st March 2010 is Rs.24 crs.

ACKNOWLEDGEMENTS:

Your board takes this opportunity to thank its shareholders, employees, customers, vendors and bankers for the support and faith reposed in the company.

The Directors also wish to convey their appreciation to the Government and Statutory authorities for their co-operation.

The Directors appreciate and value the contribution made by every member of the Compuage Family across the world

By Order of the Board of Directors For Compuage Infocom Limited

Atul H. Mehta Chairman & Managing Director

Place : Mumbai Date: July 9, 2010

Registered Office: Compuage Infocom Limited 3, Dhuru Building, 329, Vithalbhai Patel Road, Mumbai-400 004.

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