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Notes to Accounts of Compucom Software Ltd.

Mar 31, 2015

1) The company has only one class of equity shares having par value of Rs. 2 per share. Each share holder is entitled to one vote per share.

2) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company. Company doesn't have any preferential amounts in the Balance Sheet.

3) The Company declares and pays dividends in Indian rupees. The Board of Directors, in their meeting on May 29, 2015, proposed dividend @ 5% per equity share. The proposal is subject to the approval of shareholders at the Annual General Meeting. The total dividend appropriation for the year ended on March 31, 2015 amounted to Rs. 0.95 crore including corporate dividend tax of Rs. 0.16 crore.

4. Contingent liabilities:

i. Bank Guarantees outstanding Rs. 33,88,09,016/- (Previous year Rs. 34,23,89,058/- ) Counter Guarantee given by the company of Rs. 33,88,09,016/- (Previous year Rs. 34,23,89,058/-)

ii. During the F. Y 2010-11, the company has received a penalty order u/s 271(1)(c) of the Income Tax Act, 1961 amounting to Rs. 8,50,287/- for the A.Y 2005-06. The said penalty order is still pending before the Hon'ble Income Tax Appellate Tribunal, Jaipur Bench.

iii. During the F.Y. 2011-12, the company has received an order from The Commissioner, Central Excise, Jaipur for deposition of Service Tax liability of Rs. 2,24,71,199/- and penalty of Rs. 2,24,71,199/-. Against this order an appeal has been filed before, The Custom, Excise, Service Tax Appellate Tribunal, New Delhi (CESTAT). The Company has been granted stay by the CESTAT to deposit the demand. The decision for the same is still pending.

iv During the F.Y 2013-14, the company has received an order from The Commissioner, Central Excise, Jaipur-I for deposition of Service Tax liability of Rs. 2,69,10,407/- and penalty of Rs. 2,69,10,407/-. Against this order an appeal has been filed before, The Custom, Excise, Service Tax Appellate Tribunal, New Delhi (CESTAT). The Company has been granted stay by the CESTAT to deposit the demand. The decision for the same is still pending.

v The Company has received an order u/s 143(3) of Income Tax Act, 1961 for the A.Y 2012-13 raising a demand of Rs. 3,19,17,890/- out of which an amount of Rs. 1,57,30,219/- has been adjusted by the department against the refund receivable for the A.Y 2013-14. The Company has gone into appeal before Commissioner of Income Tax (Appeals), the same is still pending.

vi. The Company received a demand order on 06.05.2015 from CTO, Circle-B, Jaipur for the F.Y. 2009-10 to F.Y. 2012-13 raising Entry Tax demand of Rs. 94,87,706/- (including interest). The Company has gone into appeal before The Deputy Commissioner, Appeals-I and the decision for the same is still pending.

vii. During the year company has received an order from The Commissioner, Central Excise, Jaipur-I raising a demand of Rs. 67,75,356/- for the period October 2011 to March 2013, interest subject to a maximum of Rs. 67,75,356/- and a penalty u/s 76 of the Finance Act, 1994 for Rs. 100/- per day during which the failure continues or at the rate 1% of the amount of service tax due, per month, whichever is higher, starting with the first day after due date till the date of actual payment of the outstanding amount of service tax, subject to maximum amount of Rs. 67,75,356/-. And also the commissioner has imposed a penalty of Rs. 10,000/- u/s 77(2) of the Finance Act, 1994. Against this order company has filed an appeal before Custom, Central Excise & Service Tax Appellate Tribunal, New Delhi. The same is still pending.

viii. During the year 2013-14, the company received an order from The Commissioner, Central Excise, Jaipur-I raising a demand of Rs. 1,24,52,639/- and a penalty for the same amount for the period April 2008 to March 2011. Against this order company has files an appeal before Custom, Central Excise & Service Tax Appellate Tribunal, New Delhi. The same is still pending.

5. Foreign exchange earnings and outgo:

CIF value of Imports is Rs. Nil (Previous year NIL)

Other expenses incurred in foreign currency on manpower, administrative and marketing expenses - Rs. Nil (Previous year Rs. 89,086 /-).

FOB value of exports - Rs. 3,26,15,751/-. (Previous year Rs. 3,54,12,646 /-).

6. The Balance of Trade receivables, Loans & Advances, Current Liabilities and secured loans are subject to confirmation and reconciliation from such parties. The classification of Trade Receivables in terms of realization has been done on the basis of information and explanations provided by the management.

7. The classification of assets and liabilities into long term or short term as required under schedule III of companies act, 2013 has been done on the basis of information, explanations and the estimates given by the management.

8. The previous year's figures have been regrouped /rearranged, wherever found necessary.

9. Dues to Small-Scale Industrial Undertakings;

The Company had no outstanding dues for more than Rs. 5,00,000/- to any Small-Scale Industrial Undertaking.

10. A provision for diminution in the value of Non-Current investments of Rs. 3,33,721/- for current year has been made whereas provision of diminution in value of Non-current investments of Rs. 3,87,160/- related to previous year has been written back, as it is no longer required. The net effect of the above amount has been considered in the Statement of Profit and Loss.

11. Retirement Benefits:

a) The Company operates post retirement defined benefit plans as follows: i. Post Retirement Gratuity

b) Details of the post retirement gratuity plan are as follows:

12. Related Party Disclosures:

A List of Related Parties:

(i) Parties where control exists: Subsidiary Companies:

* ITneer Inc.

* CSL Infomedia Private Limited

(ii) Associates & Joint Ventures:

* Tekmark CSL Inter Solutions LLC

(iii) Other related parties with whom transactions have taken place during the year:

a) Key Management Personnel:

* Mr. Surendra Kumar Surana, Managing Director

* Mr. Ajay Kumar Surana, Director

* Mr. Shubh Karan Surana, Director

* Mr. Vishnu Bargoti, Chief Financial Officer (Till 24.03.2015)

* Mr. Sanjeev Nigam, Chief Financial Officer (From 25.03.2015 onwards)

* Mrs. Swati Jain, Company Secretary and Compliance Officer

b) Enterprises over which the key management personnel exercises Significant influence:

* Rishabh Infotech Private Limited

* Sambhav Infotech Private Limited

* Compucom Technologies Private Limited

* Compucom Foundation

* Compucom (India) Private Limited

* Compucom Software Limited Employee Welfare Trust

c) Others:

* Mrs. Trishla Rampuria (Relative of Key Managerial Personnel)

13. Segment reporting:

The Company has three reportable segments through its three undertakings,

Organizational structure of the company and also the process of performance measurement and making decisions of allocation of resources amongst these activities, supports these operations constituting distinct segments for reporting of financial information. Accordingly revenues and expenses are attributed and allocated to these three segments.

Secondary segment reporting is performed on the basis of geographical location of customers.

Fixed assets and liabilities are not identifiable between business segments as these are used interchangeably between them. Management believes that it is not practicable to provide segment disclosures of total assets and liabilities, except in the Wind Power Project in which total capital outlay is Rs. 17.08 crores.


Mar 31, 2014

1. Contingent liabilities:

i. Bank Guarantees outstanding - Rs. 34,23,89,058/- (Previous year Rs. 33,46,50,003/-) Counter Guarantee given by the company of Rs. 34,23,89,058/- (Previous year Rs. 33,46,50,003/-)

ii. During the F.Y. 2009-10, the company had received a demand notice from Commercial Taxes Department for Rs. 1,79,68,605/- (including penalty). The company has deposited 50% of the basic demand under protest i.e. Rs. 34,28,931/- during the F.Y. 2010-11. Such type of cases are under litigation and pending before Hon''ble Supreme Court and various High Courts for final decision.

iii. During the F.Y. 2010-11, the company has received a penalty order u/s 271(1)(c) of the Income Tax Act, 1961 amounting to Rs. 8,50,287/- for the A.Y. 2005-06. The said penalty order is still pending before the Hon''ble Income Tax Appeallate Tribunal, Jaipur Bench.

iv. During the last year, the company has received a penalty order u/s 271(1)(c) of the Income Tax Act, 1961 amounting to Rs. 36,91,580/- for the A.Y. 2008-09. The said penalty order is pending before the Commissioner of Income Tax (Appeals).

v. During the year, the company has received order under section 143(3) of Income Tax Act, 1961 for demand of Rs. 77,70,410/- for the A.Y. 2011-12. The company has gone into appeal against the said order before the Commissioner of Income Tax (Appeals). The same is still pending.

vi. During the F.Y. 2011-12, the company has received a demand notice from The Commissioner, Central Excise, Jaipur for deposition of Service Tax liability of Rs. 2,24,71,199/- and penalty of Rs. 2,24,71,199/-. Against this order an appeal has been filed before, The Custom, Excise, Service Tax Appellate Tribunal, New Delhi (The company has beengranted stay by the CESTAT to deposit the demand).

vii. During the F.Y 2013-14, the company has received a demand notice from The Commissioner, Central Excise, Jaipur for deposition of Service Tax liability of Rs. 2,69,10,407/- and penalty of Rs. 2,69,10,407/-. Against this order an appeal has been filed before, The Custom, Excise, Service Tax Appellate Tribunal, New Delhi. This is still pending.

2. Foreign exchange earnings and outgo:

CIF value of Imports is Rs. NIL (Previous year NIL)

Other expenses incurred in foreign currency on manpower, administrative and marketing expenses – Rs. 89,086/- (Previous year Rs. 91,095/-).

FOB value of exports - Rs 3,54,12,646/-. (Previous year Rs 2,01,25,922/-).

3. The Balance of Trade receivables, Loans & Advances, Current Liabilities and secured loans are subject to confirmation and reconciliation from such parties. The classification of Trade Receivables in terms of realization has been done on the basis of information and explanations provided by the management.

4. The classification of assets and liabilities into long term or short term as required under revised schedule VI of companies act, 1956 has been done on the basis of information, explanations and the estimates given by the management.

5. The previous year''s figures have been regrouped /rearranged, wherever found necessary.

6. Dues to Small-Scale Industrial Undertakings:

The Company had no outstanding dues for more than Rs. 1,00,000/- to any Small-Scale Industrial Undertaking.

7. A provision for diminution in the value of Non-Current investments of Rs. 3,87,160/- for current year has been made whereas provision of diminution in value of Non-current investments of Rs. 3,94,277/- related to previous year has been written back, as it is no longer required. The net effect of the above amount has been considered in the Statement of Profit and Loss.

8. Related Party Disclosures: A. List of Related Parties:

(i) Parties where control exists: Subsidiary Companies:

- ITneer Inc.

- CSL Infomedia Private Limited

(ii) Associates & Joint Ventures:

- Tekmark CSL Inter Solutions LLC

(iii) Other related parties with whom transactions have taken place during the year:

a) Key Management Personnel:

- Mr. Surendra Kumar Surana, Managing Director

- Mr. Ajay Kumar Surana, Director

- Mr. Shubh Karan Surana, Director

b) Enterprises over which the key management personnel exercises Significant influence:

- Rishabh Infotech Private Limited

- Sambhav Infotech Private Limited

- Compucom Technologies Private Limited

- Compucom Foundation

- Compucom (India) Private Limited

- Compucom Software Limited Employee Welfare Trust

Organizational structure of the company and also the process of performance measurement and making decisions of allocation of resources amongst these activities, supports these operations constituting distinct segments for reporting of financial information. Accordingly revenues and expenses are attributed and allocated to these three segments.

Secondary segment reporting is performed on the basis of geographical location of customers.

Fixed assets and liabilities are not identifiable between business segments as these are used interchangeably between them. Management believes that it is not practicable to provide segment disclosures of total assets and liabilities, except in the Wind Power Project in which total capital outlay is Rs. 16.08 crores.


Mar 31, 2013

1. Contingent liabilities:

i. Bank Guarantees outstanding - Rs. 33,46,50,003/- (Previous year Rs. 29,46,52,126/-) Counter Guarantee given by the Company of Rs. 33,46,50,003/- (Previous year Rs. 29,46,52,126/-)

ii. During the F.Y. 2009-10, the Company had received a demand notice from Commercial Taxes Department for Rs. 1,79,68,605/- (including penalty). The Company has deposited 50% of the basic demand under protest i.e. Rs. 34,28,931/- during the F.Y. 2010-11. Such type of cases are under litigation and pending before hon''ble Supreme Court and various High Courts for final decision.

iii. During the F. Y. 2010-11, the Company has received a penalty order u/s 271(1)(c) of the Income Tax Act, 1961 amounting to Rs. 8,50,287/- for the A.Y. 2005-06. The said penalty order is still pending before the Commissioner of Income Tax (Appeals).

iv. During the year, the Company has received a penalty order u/s 271(1)(c) of the Income Tax Act, 1961 amounting to Rs. 36,91,580/- for the A.Y. 2008-09. The said penalty order is pending before the Commissioner of Income Tax (Appeals).

v . During the F.Y. 2011-12, the Company has received a demand notice from The Commissioner, Central Excise, Jaipur for deposition of Service Tax liability of Rs. 2,24,71,199/- and penalty of Rs. 2,24,71,199/-. Against this order an appeal has been filed before, The custom, Excise, Service Tax Appellate Tribunal, New Delhi (The Company has been granted stay by the CESTAT to deposit the demand).

2. Foreign exchange earnings and outgo:

CIF value of Imports is Rs. NIL (Previous year NIL)

Other expenses incurred in foreign currency on manpower, administrative and marketing expenses – Rs. 91,095/- (Previous year Rs. 1,53,827/-). FOB value of exports - Rs 2,01,25,922/-. (Previous year Rs 1,93,50,436/-).

3. The Balance of Trade receivables, Loans & Advances, Current Liabilities and secured loans are subject to confirmation and reconciliation from such parties. The classification of Trade Receivables in terms of realization has been done on the basis of information and explanations provided by the management.

4. The classification of assets and liabilities into long term or short term as required under revised schedule VI of Companies Act, 1956 has been done on the basis of information, explanations and the estimates given by the Management.

5. The previous year''s figures have been regrouped /rearranged, wherever found necessary.

6. Dues to Small-Scale Industrial Undertakings:

The Company had no outstanding dues for more than Rs. 1,00,000/- to any Small-Scale Industrial Undertaking.

7. A provision for diminution in the value of Non-Current investments of Rs. 3,94,277/- for current year has been made whereas provision of diminution in value of Non-current investments of Rs. 3,74,664/- related to previous year has been written back, as it is no longer required. The net effect of the above amount has been considered in the Statement of Profit and Loss.

8. Related Party Disclosures: A. List of Related Parties:

(i) Parties where control exists: Subsidiary Companies:

- ITneer Inc.

- CSL Infomedia Private Limited

(ii) Associates & Joint Ventures:

- Tekmark CSL Inter Solutions LLC

(iii) Other related parties with whom transactions have taken place during the year:

a) Key Management Personnel:

- Mr. Surendra Kumar Surana, Managing Director

- Mr. Ajay Kumar Surana, Director

- Mr. Shubh Karan Surana, Director

b) Enterprises over which the key management personnel exercises Significant influence:

- Rishabh Infotech Private Limited

- Sambhav Infotech Private Limited

- Compucom Technologies Private Limited

- Compucom Foundation

- Compucom (India) Private Limited

- Compucom Software Limited Employee Welfare Trust


Mar 31, 2012

1) The company has only one class of equity shares having par value of Rs. 2 per share. Each share holder is entitled to one vote per share.

2) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company. Company doesn't have any preferential amounts in the Balance Sheet.

3) The Company declares and pays dividends in Indian rupees. The Board of Directors, in their meeting on May 26, 2012, proposed dividend @ 15% per equity share. The proposal is subject to the approval of shareholders at the Annual General Meeting. The total dividend appropriation for the year ended on March 31, 2012 amounted to Rs. 2.76 crore including corporate dividend tax of Rs. 0.38 crore.

Notes on Accounts:

1. Contingent liabilities :

(i) Bank Guarantees outstanding - Rs. 29,46,52,126/- (Previous year Rs. 23,13,01,232/-) Counter Guarantee given by the company of Rs. 29,46,52,126/- (Previous year Rs. 23,13,01,232/-)

(ii) During the F.Y. 2009-10, the company had received a demand notice from Commercial Taxes Department for Rs. 1,79,68,605/- (including penalty). The company has deposited 50% of the basic demand under protest i.e. Rs. 34,28,931/- during the F.Y. 2010-11. Such type of cases are under litigation and pending before hon'ble Supreme Court and various High Courts for final decision.

(iii) During the F. Y. 2010-11, the company had received a penalty order u/s 271(1)(c) of the Income Tax Act, 1961 amounting to Rs. 8,50,287/- for the A.Y. 2005-06. The said penalty order is still pending before the Commissioner of Income Tax (Appeals).

(iv) During the Year the company has received a demand notice from the Commissioner, Central Excise, Jaipur for deposition of Service Tax liability of Rs. 2,24,71,199 /- & Penalty of Rs. 2,24,71,199 /-. Against this order an Appeal has been filed before the Custom, Excise, Service Tax, Appellate Tribunal, New Delhi.

2. Foreign exchange earnings and outgo :

CIF value of Imports is Rs. NIL (Previous year NIL)

Other expenses incurred in foreign currency on manpower, administrative and marketing expenses - Rs. 1,53,827/- (Previous year Rs. 2,50,505/-).

FOB value of exports - Rs 1,93,50,436/-. (Previous year Rs 2,82,13,301/-)

3. The Balance of Trade receivables, Loans & Advances, Current Liabilities and secured loans are subject to confirmation and reconciliation from such parties, The classification of Trade Receivables in terms of realization has been done on the basis of information and explanations provided by the management.

4. The classification of assets and liabilities into long term or short term as required under revised schedule VI of companies act, 1956 has been done on the basis of information, explanations and the estimates given by the management.

5. The previous year's figures have been regrouped /rearranged, wherever found necessary.

6. Dues to Small-Scale Industrial Undertakings ; The Company had no outstanding dues for more than Rs. 1,00,000/- to any Small-Scale Industrial Undertaking.

7. A provision for diminution in the value of Non-Current investments of Rs. 3,74,664/- for current year has been made whereas provision of diminution in value of Non-current investments of Rs. 2,03,702/- related to previous year has been written back, as it is no longer required. The net effect of the above amount has been considered in the Statement of Profit and Loss.

8. Segment reporting : The Company has three reportable segments through its three undertakings, Undertaking-A; Software and E-governance Services, Undertaking-B; Learning Solutions and Undertaking-C: Wind Power Generation from which it earns revenue and incurs expenditures. Undertaking-A provides software support & development and E- governance services. Undertaking-B provides Computer education and training services. Undertaking-C generates Electricity through the use of Wind Power. Organizational structure of the company and also the process of performance measurement and making decisions of allocation of resources amongst these activities, supports these operations constituting distinct segments for reporting of financial information. Accordingly revenues and expenses are attributed and allocated to these three segments. Secondary segment reporting is performed on the basis of geographical location of customers.

Fixed assets and liabilities are not identifiable between business segments as these are used interchangeably between them. Management believes that it is not practicable to provide segment disclosures of total assets and liabilities, except in the Wind Power Project in which total capital outlay is Rs.16.08 crores.

 
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