Notes to Accounts of Compucom Software Ltd.

Mar 31, 2018

NOTES FORMING PART OF THE FINANCIAL STATEMENTS as at and for the year ended March 31, 2018

Note 01: Compucom Software limited (‘the Company’) operates in areas like E-Governance projects, ICT Education Projects, software design & development, electronic media, IT & media training &learning Solutions, Wind Power generation etc.

The Company is a public limited company incorporated and domiciled in India and has its registered office in Jaipur, Rajasthan, India. The Company has its primary listings on the BSE Limited and National Stock Exchange of India Limited and Calcutta stock exchange.

The financial statements are approved for issue by the Company’s Board of Directors in its meeting held on May 29, 2018.

Note 02: BASIS OF PREPARATION OF FINANCIAL STATEMENTS

a) Basis of preparation

These financial statements are prepared on a going concern basis, in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for financial instruments which are measured at fair values and the provisions of the Companies Act , 2013 (‘Act’) (to the extent notified). The Ind AS are prescribed under Section 133 of the Act read with relevant rule of the Companies (Indian Accounting Standards) Rules,

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. The financial statements were approved for issue by the Board of Directors in its meeting held on May 29, 2018.

These are Company’s first financial statements prepared in accordance with Ind AS, using April 1, 2016 as the transition date.

The Company has adopted all the relevant Ind AS based on the concern and the adoption was carried out in accordance with Ind AS 101 First time adoption of Indian Accounting Standards. The transition was carried out from Indian Accounting Principles generally accepted in India as prescribed under Section 133 of the Act, read with relevant Rule of the Companies (Accounts) Rules, (IGAAP), which was the previous GAAP.

An explanation of how the transition to Ind AS has affected the reporting of financial data in Balance sheet, Statement of Profit & loss and cash flows of the Company and the exemptions claimed by the Company on first time adoption of Ind AS ( Refer Note 34).

b) Critical accounting estimate and judgement

The preparation of the financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income, expenses and disclosures of contingent liabilities at the date of these financial statements. Actual results may differ from these estimates under different assumptions and conditions.

The management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Information about estimates and judgments made in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Significant Estimates

(i) Restoration, expenses and handover costs:

Provision is made for costs associated with restoration, expenses & handover of projects as soon as the obligation to incur such costs arises. Such costs are typical on estimate basis and are based on information as provided by the appropriate authority and they are normally incurred as and when due to support the project requirements. The costs are estimated on the basis of various reports and estimates made by the competent personnel present and the Project sites and after due verification and from the contracts entered on earlier the provision is made for various expenses which will be required to settle the obligations. The management estimates that in the most likelihood the settlement of the provisions will be done in current year and hence no discounting is necessary.

(ii) Significant Judgement Contingencies:

In the normal course of business, contingent liabilities may arise from litigation, taxation and other claims against the Company. Where it is management’ assessment that the outcome cannot be reliably quantified or is uncertain, the claims are disclosed as contingent liabilities unless the likelihood of an adverse outcome is remote. Such liabilities are disclosed in the notes but are not provided for in the financial statements. While considering the possible, probable and remote analysis of taxation, legal and other claims, there is always a certain degree of judgement involved pertaining to the application of the legislation which in certain cases is supported by views of tax experts and/or earlier precedents in similar matters. Although there can be no assurance regarding the final outcome of the legal proceedings, the Company does not expect them to have a materially adverse impact on the Company’s financial position or profitability.

Terms/Rights attached to equity shares

The Company has one class of equity shares having a par value of Rs 2 per share. Each equity shareholder is eligible for one vote per share held. Each equity shareholder is entitled to dividend as and when declared by the Company. Interim dividend is paid as and when declared by the Board. Final dividend is paid after obtaining shareholders’ approval. Dividends are paid in Indian Rupees

The provision for Gratuity represents the Company’s best estimate of the costs which will be incurred in the future to meet the obligations under the laws of the Gratuity act 1972. The principal gratuity cost that the company will be required to pay on fulfillment of certain conditions based on actuarial valuation.

Current Maturities of long term debts include loan installment due from HPFS which will be settled in the month of April 2018. Statutory and other liabilities include majorly the dues to government like GST payable etc.

Unpaid dividends represent the dividends not paid before they are transferred to investor education and protection fund.

(NOTE 3): RETIREMENT AND OTHER EMPLOYEE BENEFIT SCHEMES

a. Provident Fund

The Company offers its employees, benefits under defined benefit plans in the form of provident fund scheme which covers all employees. Contributions are paid during the year into Provident Fund. Both the employees and the Company pay predetermined contributions into the fund.

b. Employees State Insurance scheme

The Company offers its employees, benefits under defined benefit plans in the form of ESI scheme which covers all employees. Contributions are paid during the year into ESI Fund. Both the employees and the Company pay predetermined contributions into the fund.

c. Gratuity Plan

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, an employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement.age.

Sensitivity Analysis

Below is the sensitivity analysis determined for significant actuarial assumptions for the determination of defined benefit obligations and based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period while holding all other assumptions constant.

The above sensitivity analysis may not be representative of the actual benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one.another.as.some.of.the.assumptions.may.be.correlated.

In presenting the above sensitivity analysis, the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of reporting period, which is the same as that applied in calculating the defined obligation liability recognized in the balance sheet.

Risk Analysis

The Company is exposed to a number of risks in the defined benefit plans. Most significant risks pertaining to defined benefits plans and management estimation of the.impact.of these risks are as follows:

Interest Risk

A decrease in the interest rate on plan assets will increase the plan liability, however this will be partially offset by increase in the return on plan debt investment.

Longevity Risk/Life Expectancy

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and at the end of the employment. An increase in the life expectancy of the plan participants will increase the plan liability.

Salary Growth Risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan liability.

There are certain income-tax related legal proceedings which are pending against the company. Potential liabilities, if any have been adequately provided for and the Company does not currently estimate any probable material incremental tax liabilities in respect of these matters.

Tax Reliefs and Holidays

Special Business U/s 35 AD of the Income Tax Act

With effect from assessment year 2010-11, a new deduction u/s 35AD was. Introduced to provide incentive to those assesses who set up new business units in certain specified Areas/Fields. This deduction shall be available if following conditions are satisfied:

(1) A unit is set up in specified businesses.

(2) Unit of the specified business should be a new one.

(3) Books of the assesse are audited.

Compucom Software Limited has begun the construction of a 3 star hotel which is covered in the above section and hence the company will avail the deduction of @ 100% of capital expenditure incurred in future years. This deduction shall be allowed in the year in which the commercial operation of the hotel commences.

Deductions In Respect Of Profits And Gains From Industrial Undertakings Or Enterprises Engaged In Infrastructure Development (section 80IA)

This section applies to any undertaking which fulfils all the specified conditions. As generation or generation and distribution of power if it begins to generate power at any time during the period beginning on the 1st day of April, 1993 and ending on the 31st day of March, 2010. The Company has 5 wind power generating units which are set up in 3 districts hence the company avail a tax holiday of 100% profits for a period of 15 years commencing from the year in which such generation begins. The company has 2 plants in Sikar, 2 in Jaisalmer and 1 in Krishna, Andhra Pradesh.

(NOTE 4): SEGMENT REPORTING

a. Basis of Segmentation

The Company is engaged in following reportable segments:

i) Software Development

ii) Wind power generation

iii) Learning Solution

Revenue and expenses directly attributable to segment are reported under each reportable segment. Expenses which are not directly identifiable to each reporting segment have been allocated on the basis of appropriate cost drivers of the segment.

The following table presents revenue and profit information regarding the Company’s business segments for the year ended March 31, 2018 and March 31, 2017.

(NOTE 5): FINANCIAL INSTRUMENTS

This section gives an overview of the significance of financial instruments for the Company and provides additional information on the balance sheet. Details of significant accounting policies including the criteria for recognition the basis of measurement and the basis on which income and expenses are recognized.

Financial assets and liabilities:

The accounting classification of each category of financial instruments, and their Carrying amounts, are set out below:

The management assessed that Cash and cash equivalents, other bank balances, Trade receivables, Trade payables, other current financial assets and liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.

Fair value hierarchy

The table shown below analyses financial instruments carried at fair value, by measurement hierarchy. The different levels have been defined below:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices)

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

INTRODUCTION

The Securities and Exchange Board of India (“SEBI”) issued the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations’) on September 02, 2015, effective from December 01, 2015. The Regulation 21 mandate listed entities to formulate a Policy on Risk Management. It is in the context that the Policy on Risk Management (“Policy”) is being framed and implemented from 11.02.2016 and approved by the Board.

This Policy is modified and/or amended with the approval of the Board of directors as on 29.05.2018.

OBJECTIVE & PURPOSE OF POLICY:

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The specific objectives of the Risk Management Policy are:

1. To ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management.

2. To establish a framework for the company’s risk management process and to ensure its implementation.

3. To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

4. To assure business growth with financial stability.

Treasury management

The Company has a strong system of internal control which enables effective monitoring of adherence to Company’s policies. The internal control measures are effectively supplemented by regular internal audits.

Market risk

Market risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises interest rate risk, currency risk and commodity risk.

The sensitivity analyses given elsewhere in the following sections relate to the position as at March 31, 2018, March31, 2017 and April 1, 2016.

Financial risk

The Company does not engage in speculative treasury activity but seeks to manage risk and optimize interest and pricing through proven financial instruments.

a. Liquidity risk

The Company requires funds both for short-term operational needs as well as for long-term investment programme mainly in growth projects. The Company generates sufficient cash flows from the current operations which together with the available cash and cash equivalents and short-term investments provide liquidity both in the short- term as well as in the long-term.

The Company remains committed to maintaining a healthy liquidity, gearing ratio and strengthening the balance sheet. The maturity profile of the Company’s financial liabilities based on the remaining period from the date of balance sheet to the contractual maturity date is given in the table below. The figures reflect the contractual undiscounted cash obligations of the Company.

b. Foreign Exchange Risk

Fluctuations in foreign currency exchange rates may have an impact on the Statement of Profit and Loss, where any transaction references more than one currency other than the functional currency of the Company.

The company during the year is not prone to any exchange risk as it has not entered in any foreign exchange contracts the difference in exchange rates on outstanding balance of subsidiary has been duly accounted for through statement of profit and loss.

c. Interest Rate Risk

Floating rate financial assets are largely mutual fund investments which have debt securities as underlying assets. The returns from these financial assets are linked to market interest rate movements; however the counterparty invests in the agreed securities with known maturity tenure and return and hence has manageable risk.

d. Counterparty and concentration of credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of obtaining sufficient security, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company is exposed to credit risk for receivables, cash and cash equivalents, short-term investments etc. Credit risk on receivables is limited as almost all credit sales are against letters of credit and guarantees of banks of good financial repute. No single customer accounted for 10% or more of revenue on % basis in any of the years indicated. The Company is mainly engaged in projects awarded from government of Rajasthan and Bihar and derives it’s key revenue from these projects. The company has booked bad debts in the years of March 31, 2018, March 31 ,2017 and April 1, 2016 and the company in future expects negligible credit risk after estimating for current year bad debts and hence has not impaired any financial instruments regarding the same.

Derivative financial instruments

The Company does not acquire or issue derivative financial instruments for trading or speculative purposes. The Company does not enter into complex derivative transactions to manage the treasury and commodity risks. The company is not enrolled in any hedging contracts and is not party to any derivative financial instruments either directly or indirectly through any party.

(NOTE 6): RELATED PARTY DISCLOSURES

A. List of Related Parties:

(i) Parties where control exists: Subsidiary Companies:

- ITneer Inc.

- CSL Infomedia Private Limited

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

a) Key Management Personnel:

- Mr. Surendra Kumar Surana, Managing Director

- Mr. Sanjeev Nigam, Chief Financial Officer

- Mrs. Swati Jain, Company Secretary

b) Enterprises over which the key management personnel exercise 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

(iii) Others:

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

- Mr. Ajay Kumar Surana, Director

- Mr. Shubh Karan Surana, Director

1) All the transactions entered by the company with the related parties are at arm’s length. Price.

2) The Company had taken a loan from CTPL of Rs. 124 Lacs carrying an interest of 10% p.a. for meeting short term commitments. The loan amount has been repaid to CTPL along with interest thereon of 0.88 Lacs.

(NOTE 7): FIRST TIME ADOPTION ON IND AS 101

These are the Company’s first financial statements prepared in accordance with Ind AS. For all period’s upto and including the year ended March 31, 2015, the Company prepared its financial statements in accordance with accounting standards notified under Section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014, hereafter referred to as ‘Previous GAAP’.

Ind AS 101 First-time Adoption of Indian Accounting Standards allows first-time adopters to certain exemptions from retrospective application of certain requirements under Ind AS. The Company has in accordance with the exemptions provided, opted to capitalize stripping cost of a surface mine (incurred during the production phase) from the date of transition to Ind AS.

Notes on adjustments:

1. Re-measurement gains or losses: Ind AS 19 Employee Benefits requires the impact of re-measurement in net defined benefit liability (asset) to be recognized in Other Comprehensive Income (OCI). Re-measurement of net defined benefit liability (asset) comprises actuarial gains and losses, return on plan assets (excluding interest on net defined benefit asset/liability). However, under IGAAP this was being recognized in the Statement of Profit and Loss. Accordingly, the net effect of actuarial gain/loss on employee defined benefit liability and related tax effect is recognized in OCI.

2. Fair valuation of financial assets: Under IGAAP, current investments were being measured at cost in accordance with provisions of erstwhile AS 30 ‘Financial Instruments-Measurement and Recognition’. Accordingly, there are changes with regard to fair valuation of the Company’s investments in mutual funds , shares & national saving certificate which are measured at FVTPL and amortized cost respectively in compliance with Ind AS 109 ‘Financial Instruments’.

3. Under Ind AS, all items of income and expense recognized in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognized in profit or loss but are shown in ‘other comprehensive income’

The concept of other comprehensive income did not exist under previous GAAP

The transition from previous GAAP to Ind AS did not have any impact on the statement of cash flows.

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Mar 31, 2016

1) The Company has only one class of equity shares having par value of Rs. 2 per share. Each shareholder 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 Board of Directors, in their meeting on May 25, 2016, 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, 2016 amounted to Rs. 0.96 crore including corporate dividend tax of Rs. 0.17 crore.

4. Contingent liabilities:

i. Bank Guarantees outstanding Rs. 33,60,47,173/- (Previous year Rs. 33,88,09,016/-) Counter Guarantee given by the Company of Rs 33,60,47,173/- (Previous year Rs. 33,88,09,016/-).

ii. During the F.Y. 2013-14, Company has received an order from The Commissioner, Central Excise, Jaipur for deposition of Service Tax liability of Rs. 2,69,86,650/- and penalty of Rs.2,69,86,650/-. 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.

iii. During the F.Y 2011-12, Company has received an order from The Commissioner, Central Excise, Jaipur-I 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.

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.

v The Company has received an order u/s 143(3) of The Income Tax Act, 1961for the A.Y. 2006-07 raising a demand of Rs. 6,36,740/-. Against this order Company has gone into appeal before Commissioner of Income Tax (Appeals). The amount of said demand has been deposited. The decision of the same is still pending.

vi. The Company has received an order u/s 154 of The Income Tax Act, 1961 for the A.Y. 2009-10 raising a demand of Rs. 72,44,000/-. The said demand was due to some additions made in the income for that assessment year and mismatch of TDS claimed by the Company and TDS shown in Form 26AS for the relevant assessment year. Demand pertaining to the additions made in the income has been deposited by the Company and an application u/s 154 has already been filed for mismatch of TDS. The same is still pending.

vii. The Company has received an order u/s 143(3) of The Income Tax Act, 1961 for the A.Y. 2010-11 raising a demand of Rs. 32,04,680/-. The said demand was due to the mismatch of TDS claimed by the Company and TDS shown in Form 26AS for the relevant assessment year. An application u/s 154 has been filed for mismatch of TDS. The same is still pending.

viii. The Company has received an order u/s 143(3) of The Income Tax Act, 1961 for the A.Y. 2011-12 raising a demand of Rs. 77,70,810/-. The said demand was due to some additions made in the income for that assessment year and mismatch of TDS claimed by the Company and TDS shown in Form 26AS for the relevant assessment year. The Company had gone into appeal before The Commissioner of Income Tax (Appeals) against some additions made in the income. The Commissioner of Income Tax (Appeals) has deleted the additions made by the Assessing Officer except the addition made for CSR expenses claimed by the Company. An application for the appeal effect of the same has been filed. The same is still pending. An application u/s 154 against the mismatch of TDS has also been filed which is also still pending.

x. During the year, Company has received an order u/s 143(3)/(250) of the Income Tax Act, 1961 for A.Y. 2013-14 raising a demand of Rs.11,91,910/-. The Company has gone into appeal against the said order before Commissioner of income tax (Appeals). The issue is still pending.

x During the F.Y. 2014-15, 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.

xi. During the year 2013-14, 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 filed an appeal before Custom, Central Excise & Service Tax Appellate Tribunal, New Delhi. The same is still pending.

xii. During the year, Company has received an order u/s 143(3)/(250) of the Income Tax Act, 1961 for A.Y. 2007-08 raising a demand of Rs. 4,30,247/-. The said issue is still pending.

xiii. During the year, Company has received an order u/s 271(1)(C) of the Income Tax Act, 1961 for A.Y. 2007-08 raising a demand of Rs. 28,80,228/-. Against this order Company has gone into appeal before Commissioner of Income Tax (Appeals), the same is still pending.

xiv. A fixed deposit of Rs. 63,57,470/- (included in Cash and Bank Balances under Balances with banks including FDRs having maturity less than 3 months at Note no. 14) has been made by JVVNL following the directions of High Court in connection with a dispute between the Company and JVVNL regarding PF dues. Interest on Fixed Deposit accrues to Company. The matter is still subjudice at Employees Provident Fund Appellate Tribunal. Whether this Fixed Deposit will remain with the Company will depend on the outcome of decision of Employees Provident Fund Appellate Tribunal.

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. 72,033/- (Previous year Rs. Nil).

FOB value of exports-Rs. 3,75,22,577/-. (Previous year Rs. 3,26,15,751/-).

6. The Balances 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 exceptional items in Statement of Profit & Loss shows the amount of Entry Tax demand paid by the Company during the year under Amnesty scheme.

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

10. 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.

11. A provision for diminution in the value of Non-Current investments of Rs. 3,89,893/- for current year has been made whereas provision of diminution in value of Non-current investments of Rs. 3,33,721/- 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.

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.

Notes:

12. Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on March 31, 2016.

13. The reporting period for all the subsidiaries is March, 2016.

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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.

---

Mar 31, 2011

1. Contingent liabilities :

(i) Bank Guarantees outstanding - Rs. 23,13,01,232/- (Previous year Rs. 17,13,23,521/-) Counter Guarantee given by the Company of Rs. 23,13,01,232/- (Previous year Rs. 17,13,23,521/-)

(ii) During the F.Y. 2009-10, the Company had received a demand notice from Commercial Tax Department related to entry tax 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 current financial year, the Company has received income tax demand notices for the A.Y. 2005-06 amounting to Rs. 27,51,755/- and for the A.Y. 2008-09 of Rs. 53,46,940/-. The Company has deposited 50% of the said demands under protest. Against this demand an appeal is pending before the Commissioner of Income Tax (Appeals).

(iv) During the financial year, the Company has also 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. Against this order an appeal has been filed before the Commissioner of Income Tax (Appeals).

2. Quantitative details : The Company is primarily engaged in the development and maintenance of Computer Software, Learning Solutions, Wind Power Generation and Treasury Operations. The operations of the software and learning solutions business and treasury operations of the Company cannot be expressed in any generic unit. Hence it is not possible to give the quantitative details of sales and certain other information required under paragraph 3, 4C and 4D of part II of Schedule VI to the Companies Act, 1956 in respect of such business. However in relation to Wind Power Generation segment, Quantitative details are stated below:

3. Managerial remuneration : A sum of Rs. 9,72,000/- (Previous year Rs. 9,35,800/-) was paid as remuneration to the Managing Director during the year ended on March 31,2011. No remuneration was paid to any other director during the year ended March 31, 2011, except sitting fees to Directors for attending the Board or Committee meetings.

4. Foreign exchange earnings and outgo :

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

Other expenses incurred in foreign currency on manpower, administrative and marketing expenses – Rs. 2,50,505/- (Previous year Rs. 1,13,59,665/-) FOB value of exports - Rs. 2,82,13,301/-. (Previous year Rs. 4,63,49,216/-)

5. 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.

6. A provision for diminution in the value of long-term investments of Rs. 2,03,702/- for current year has been made whereas provision of diminution in value of current investment of Rs. 2,16,439/- 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 Profit and Loss Account.

7. The Income from wind power generation of Rs. 190.83 Lacs include Rs. 10.63 Lacs income from carbon credit.

8. Related Party Disclosures :

A. List of Related Parties

(i) Parties where control exists: Subsidiary Company:

- ITneer Inc.

- CSL Infomedia Pvt. Ltd.

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

(a) Associates & Joint Ventures :

- Tekmark CSL Inter Solutions LLC

(b) Key Management Personnel :

- Mr. Surendra Kumar Surana, Managing Director

- Mr. Ajay Kumar Surana, Director

- Mr. Shubh Karan Surana, Director

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

- Rishab Infotech Private Limited

- Sambhav Infotech Private Limited

- Compucom Technologies Private Limited

- Compucom Foundation

- Compucom (India) Private Limited

- Compucom Software Limited Employee Welfare Trust

9. 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 expenses. Undertaking-A provides software development and maintenance 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.

The segment accounting policies are the same as those described in the summary of significant accounting policies. Identifiable revenues and expenses of each segment are directly attributed to the segment while non-identifiable expenses are allocated on the basis of use of particular resources in an undertaking. Certain expenses like depreciation, public charity, etc. are not specifically allocable to any particular segment. Management believes that it is not practicable to provide segment disclosures in relation to those expenses. Total of such expenses is separately disclosed as unallowable expenses.

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.

10. The previous year's figures have been recasted/restated, wherever necessary, to confirm to the current year classification. In the F.Y. 2009-10, the expense 'Misc. Deduction in ICT Project & RKCL' was grouped under the head 'Administrative and other Expenses', which has been correctly re-grouped under the head 'Learning Solution Execution Expenses' in the F.Y. 2010-11.

---

Mar 31, 2010

1. Contingent liabilities :

(i) Bank Guarantees outstanding - Rs.17,13,23,521/- (Previous year Rs. 11,22,16,029) Counter Guarantee given by the company of Rs.17,13,23,521/- (Previous year Rs. 11,22,16,029).

(ii) During the financial year the company has received a demand notice from Commercial Tax Department for Rs. 1,79,68,605/- (including penalty). The same has been stayed by Honble Rajasthan High Court. Management does not see any financial implication based on the advice of legal consultant.

2. Quantitative details : The Company is primarily engaged in the development and maintenance of computer software, learning solutions, wind power generation and treasury operations. The operations of the software and learning solutions business and treasury operations of the company cannot be expressed in any generic unit. Hence it is not possible to give the quantitative details of sales and certain other information required under paragraph 3, 4C and 4D of part II of Schedule VI to the Companies Act, 1956 in respect of such business. However in relation to wind power generation segment, Quantitative details are stated below:

3. Managerial remuneration : A sum of Rs. 9,35,800/-(previous year Rs. 8,40,000/-) was paid as remuneration to Managing Director during the year ended on 31st March 2010. No remuneration was paid to any other director during the year ended 31st March 2010 except sitting fees to Directors for attending the Board or Committee meetings.

4. Foreign exchange earnings and outgo :

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

Other expenses incurred in foreign currency on manpower, administrative and marketing expenses – Rs. 1,13,59,665/ - (Previous year Rs. 4,51,25,427/-)

FOB value of exports – 4,63,49,216/- (Previous year Rs. 79,984,060/-)

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 long-term investments of Rs. 2,16,439/- for current year has been made whereas provision of diminution in value of current investment of Rs. 2,42,503/-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 Profit and Loss Account.

8. The Income from wind power generation of Rs. Rs. 196.76 lacs includes Rs. 32.03 lacs claimed from the machine supplier against minimum guaranteed generation duly backed by corporate guarantee.

9. Related Party Disclosures A. List of related parties

(i) Parties where control exists: Subsidiary Company

- ITneer Inc. (ii) Other related parties with whom transactions have taken place during the year

(a) Associates & Joint Ventures

- Tekmark/CSL International Solutions LLC.

(b) Key Management Personnel

- Mr. Shubh Karan Surana

- Mr. Ajay Kumar Surana

- Mr. Surendra Kumar Surana

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

- Rishab Infotech Private Limited

- Sambhav Infotech Private Limited

- Compucom Technologies Private Limited

- Compucom Foundation

- Compucom (India) Private Limited

- Compucom Software Limited Employee Welfare Trust

- CSL Infomedia Private Limited

10. Segment Reporting : The Company has three reportable segments through its three undertakings, Undertaking-A; Software Services and solutions, Undertaking-B; Learning Solutions and Undertaking C: Wind Power Generation from which it earns revenue and incurs expenses. Undertaking-A provides software development and maintenance 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. The segment accounting policies are the same as those described in the summary of significant accounting policies. Identifiable revenues and expenses of each segment are directly attributed to the segment while non-identifiable expenses are allocated on the basis of use of particular resources in an undertaking. Certain expenses like depreciation, public charity, etc. are not specifically allocable to any particular segment. Management believes that it is not practicable to provide segment disclosures in relation to those expenses. Total of such expenses is separately disclosed as unallowable expenses.

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.

11. The previous years figures have been recasted/restated, wherever necessary, to conform to the current year classification. Signatures to Schedules A to K above