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Directors Report of Compuage Infocom Ltd.

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: investors.relations@compuageindia.com

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.







 
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