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Directors Report of Compucom Software Ltd.

Mar 31, 2018

The Members,

Compucom Software Limited

The Company have immense pleasure in presenting their 24^th Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended on March 31, 2018.

Financial Results:

The highlights of the financial results for the financial year 2017-18 are as follows: (Rs. in Lakhs)

Particulars	31.03.2018	31.03.2017
Total Income	4948	5414
Total Expenses	3219	3526
Operating Profit (PBDIT)	1729	1888
Finance Cost	100	210
Depreciation	1202	1469
Profit before Tax	427	209
Other Comprehensive Income	12	12
Exceptional Items	-	-
Provision for Income Tax including Deferred Tax	131	35
Net Profit after Tax	308	186
Appropriation
Dividend	79	79
Dividend Tax	16	16
Transfer to General Reserve	-	-
Total Appropriations	95	95
Earnings per Share: Basic and Diluted (in Rs.) Considering Extraordinary Items Without Considering Extraordinary Items	0.39 0.39	0.24 0.24

Results of Operations:

Total income earned during the year amounted to Rs. 4948 lakhs compared to that of Rs. 5,414 lakhs in the previous financial year. This reflects decrease of Rs. 4,66 lakhs i.e. 8.6% this is due to lower work order received in software segment and completion of one project under learning solutions. The profit before tax has increased from Rs. 209 lakhs in the previous financial year to Rs 427 lakhs in the current financial year.

The Operating Profit during the period under review is Rs. 1729 lakhs as compared to Rs. 1888 lakhs in the previous financial year and the total operating expenses during the year amounted to Rs. 3219 lakhs as compared to Rs. 3526 lakhs in the previous Financial Year.

As required by IND AS- 110, Consolidated Financial Statements are provided in the later section of the Annual Report. Business Operations:

(1) Software & E-Governance Services:

During the year, the Company focused on the areas where higher margin was available with low risk factors. The revenue generated from this segment during the current Financial Year 2017-18 was Rs. 401 Lakhs as against Rs 591 Lakhs during the previous financial year. This reflects decrease of 32.15% i.e. Rs. 190 Lakhs. Profit earned from this segment amount to Rs.99 Lakhs as compared to that of Rs. 293 Lakhs during the previous Financial Year, which has resulted in decrease of 66.21% i.e. Rs. 194 Lakhs. The profit is decreased due to completion of companies project iCARE Latest Release- Samsung and Tekmark and no any new project received.

(2) Learning Solutions:

Learning Solution Segment mainly comprises ICT Phase III, ICT Bihar, Computer Aided Training Programme and other projects. The Company has covered total 8,223 Govt. Schools and over 2 million learners under its educational umbrella so far. These PPP Projects could not have been a success without the cooperation extended by Employees, Business Associates, Vendors and Government officials. Most of these projects are in form of IT Infrastructure development at school levels.

The Company has been running successfully, ICT Project Phase III worth Rs. 158.50 Crore, for 1,373 Govt. Schools of Rajasthan. It has been commissioned in the month of Feb. 2014 and will be a five (5) year project on BOOT model.

The Company has massive plans for capturing the advantage of Indian education expenditure planned through Govt. of India promoted PPP models across India fuelled by Sarva Shiksha Abhiyan (SSA), Rashtriya Madhyamik Shiksha Abhiyan (RMSA) and skill development initiatives. Company is also planning to leverage in-house software development and satellite based technology skills for expansion in school and coaching Business.

During the fourth quarter company has been awarded by 3 new projects:

1) 303 School Project: For supply of installation of Computer system, printers, UPS, LED TV, Projector etc. in 303 Govt. Secondary and Senior Secondary School (Phase-V) with 5 years on sight comprehensive warranty worth Rs. 11.87Crore(Approx).

2) 1172 School Project: For supply and installation of Computer Systems, UPS and Networking & Electrification etc. in 1172 Government Secondary/Senior Secondary Schools with five (5) year On-Site Comprehensive Warranty worth Rs. 32.99 Crores (Approx.).

3) ICT Phase IV: For providing education as per Govt. syllabus and supply of related items in 525 Government Schools for integrated scheme for Computer Education (CE) and Information & Communication Technology (ICT) @ Schools (Phase-IV) as BOOT Model worth Rs. 37.48 Crores (Approx.) for a period of Five (5) Years.

During the year the revenue generated from this segment was Rs. 4028 Lakhs as against Rs 4,427 Lakhs during the previous financial year. This reflects decrease of 9.01% i.e. Rs. 399 Lakhs. The revenue is decreased due to completion of ICT Bihar Project. The project period is 5 years from the date of implementation and approximate valuation is Rs. 46.72 Crores, which was completed and new project run from next year.

(3) Wind Power Generation:

The Company has installed two wind power generation plants in Jaisalmer (Rajasthan) with capacity of 0.6 MW each, two at Sikar (Rajasthan) with capacity of 0.6 MW each & One Plant at Krishna (Andhra Pradesh) with capacity of 0.8 MW. Total wind power generation capacity is 3.2 MW. The operation and maintenance of all these wind power project has been out-sourced to M/s Wind World India Ltd. (previously known as Enercon India Limited).

During the year revenue generated from this segment amounted to Rs. 141 as compared to Rs. 171 Lakhs during the previous year ended on March 31, 2017 which shows a decrease in the revenue by 17.54% i.e. Rs. 30 Lakhs due to lower generation of units. Profit earned from this segment amount to Rs. 26 Lakhs as compared to that of Rs. 43 Lakhs during the previous Financial Year, which has resulted a decrease of 39.53% i.e. Rs. 17 Lakhs due to variation in generation of unit which is depend on weather.

(4) Treasury Activities:

During the year revenue generated from other sources amounted to Rs. 378 as compared to Rs. 226 Lakhs during the previous year ended on March 31, 2017 which shows an increase in the revenue by 67.26% i.e. Rs. 152 Lakhs.

The following chart depicts revenue generated from operation for the year ended March 31, 2018: -

Details of Subsidiary Companies

The Company has two subsidiary Companies:

Pursuant to provisions of section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statements of the Companyâs subsidiaries in Form AOC-1 is provided in the later section of the Annual Report after Financial Statement of the Company as Annexure IX.

During the year, operations of following two subsidiaries were reviewed.

(A) ITneer, Inc. is a wholly owned subsidiary Company of Compucom Software Limited. It has earned total revenue of US$ 8,69,716 during the financial year 2017-18 as compared to US $ 12,38,528 in the previous financial year. This reflects a decrease of approx. 29.78% i.e. US $ 3,68,812. The Company has earned profit of US$ 21,305 as compared to the Profit of US $ 51,947 in the previous financial year. The Company is operating out of its own premises in Atlanta, USA. It is headed by Promoter Director Mr. Ajay Kumar Surana. The copy of the audited accounts, together with the independent auditorâs report, is provided in a separate Section of this Annual Report.

(B) CSL Infomedia Pvt. Ltd. is subsidiary Company of Compucom Software Limited. It has earned total revenue of Rs. 761 Lakhs during the financial year 2017-18 as compared to Rs. 586 Lakhs in the previous financial year which shows an increase of 29.86% i.e. Rs. 175 Lakhs. The Company has earned Profit of Rs. 236 Lakhs as compared to Rs. 71 Lakhs in the previous financial year which shows an increase of 232.39% i.e. Rs. 165 Lakhs. The Company is mainly operating in multimedia, Content Development, Education TV Segment and Satellite Education. The copy of the audited accounts together with the independent Auditors Report is provided in a separate section of this Annual Report. The company has two TV Channel one âJAN TVâ, Satellite TV channel and âJAN TV PLUSâ (an Infotainment Channel). Currently it is available on various cable networks across India and also available live on jantv.in

Dividend

Keeping the continuous track record of rewarding its shareholders, your Directors are pleased to recommend a dividend @ 5% i.e. Rs. 0.10/- per Equity share of Rs. 2/- each for the Financial Year 2017-18, subject to approval of the shareholders at the ensuing Annual General Meeting.

Dividend declared & paid during last 15 (Fifteen) years:

Financial Year	Dividend Rate
2002-03	25%
2003-04	25%
2004-05	25%
2005-06	30%
2006-07	30%
2007-08	15%
2008-09	10%
2009-10	10%
2010-11	15%
2011-12	15%
2012-13	20%
2013-14	20%
2014-15	5%
2015-16	5%
2016-17	5%

Book Value per Share

Details of Book value during the last 18 (Eighteen) years are as under:

Financial Year	No of Shares	Face Value per share	Book Value Per share (in Rs.)
2000-01	5025000	10	55.74
2001-02	5025000	10	65.6
2002-03	5025000	10	69
2003-04	5025000	10	79.9
2004-05	5025000	10	90.79
2005-06	5025000	10	98.73
2006-07	5025000	10	105.89
2007-08**	25,125,000**	2 (10)	22.79
2008-09***	502,50,000***	2	13.1
2009-10	502,50,000	2	14.47
2010-11****	7,91,25,188****	2	12.26
2011-12	7,91,25,188	2	12.97
2012-13	7,91,25,188	2	13.92
2013-14	79125188	2	14.74
2014-15	79125188	2	14.94
2015-16	79125188	2	15.7
2016-17	79125188	2	15.81
2017-18	79125188	2	15.42

**Equity share of face value of Rs.10 each subdivided into equity share of Face value of Rs. 2/- each. Record date for the same was October 15, 2007.

*** The Company issued bonus shares in the ratio of 1:1. Record date for the same was December 26, 2008.

****The Company issued bonus shares in the ratio of 1:2. Record date for the same was October 20, 2010.

**** Preferential issue of 37.50 Lacs Equity shares allotted on November 4, 2010.

Share Capital

During the year, there has been no change in the authorized and Paid up share capital of the Company. The Company have 20,00,00,000/- authorized Share Capital divided in 10,00,00,000 equity shares of RS. 2/- each. The Company has 15,82,50,376/ - paid up share capital.

Fixed Deposits/Deposits from Public

During the financial year 2017-18, your Company has not accepted any fixed deposits nor renewed any Fixed deposit, falling within the definition of Section 73, 74 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Listing of Shares

Your Companyâs shares are listed at National Stock Exchange of India Limited (NSE), BSE Ltd (BSE) and Calcutta Stock Exchange Limited (CSE) and the listing fee for the financial year 2018-19 has been duly paid. The Companyâs Symbol at NSE is COMPUSOFT and the Scrip Code of the Company at BSE is 532339 and at CSE is 13335.

Number of Meetings of Board of Directors

Four (4) meetings of Board were held during this financial year. The dates on which the Board Meetings were held are as follows:

May 29, 2017; August 30, 2017; December 12, 2017; February 8, 2018.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and SS-1 issued by The Institute of Company Secretaries of India. The Details of the Board Meetings and attendance at such meeting are provided in the Corporate Governance Report attached with the Annual Report as Annexure VIII.

Nomination and Remuneration Policy

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management.

The policy of the Company on directorâs appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company. The Policy is also available on the weblink at compucom.co.in/ Policies/NOMINATION%20AND%20REMUNERATION%20POLICY.pdf

Details of appointment of Directors and KMPs and their resignation during the year

Reappointment

During the Year 2017-18 Mrs Trishla Rampuria was re-appointed as she was liable to retire by rotation in the 23^rd Annual General Meeting held on 27^th September, 2017.

Dr. Satish Kumar was appointed as an Additional Director on the Board of the Company w.e.f. 25^th May, 2018, and subject to the approval of the members at the ensuing Annual General Meeting and his appointment is being regularized as Independent and Non-Executive Director on the terms and conditions as mentioned in the resolution of Notice.

The brief resume and other details of the Director seeking re-appointment in the forthcoming Annual General Meeting, in Pursuance of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Annual General Meeting notice.

Mr. Shubh Karan Surana is liable to retire by rotation in the ensuing Annual General Meeting and he doesnât want to reappoint.

Retirement

Dr. Anjila Saxena, Independent Director was retired w.e.f. 2^nd August, 2018. She completed two term as Independent Director in the Company.

Vigil Mechanism

The Company Promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a vigil mechanism policy under which the employees, directors and other stakeholders are free to report matters such as generic grievances, corruption, misconduct, fraud, misappropriation of assets and noncompliance of code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the chairman of the audit committee. During the year under review none of the personnel has been denied access to the Audit Committee and during this Financial Year Company has not received any query regarding thereof.

The Vigil Mechanism Policy is available on the weblink compucom.co.in/Policies/VIGIL%20MACHANISM%20POLICY.pdf

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18

- Number of complaints received: NIL

- Number of complaints disposed off: NIL

Declaration of independence by directors

The Independent Directors of the Company, viz. Mr. Rajendra Prasad Udawat, Dr. Anjila Saxena, Mr. Ghisa Lal Chaudhary, Dr. Satish Kumar have affirmed that they continue to meet all the requirements of independence specified under sub-section (6) of section 149 of Companies Act, 2013 and the Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Committees

Currently, the Board of the Company has four sub-committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholderâs Relationship Committee and Corporate Social Responsibility Committee. The Composition and other Details of the Committee are provided in the Corporate Governance Report attached with the Annual report as Annexure VIII.

Corporate Social Responsibility

During the year, the Company spent 19.12 Lakhs (around 2.82% of the average net profits of last three financial years) on CSR activities. The annual report on CSR activities is annexed herewith marked as Annexure I.

Formal Annual Evaluation

As per the provisions of Schedule IV of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations 2015, the formal annual evaluations need to be made by the Board of its own performance, that of its committees and individual directors..

The evaluation of all the Directors, committees and Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance report section in this Annual Report as Annexure VIII. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

Familiarization Programme and Training to Independent Director

Every new Independent Director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the companyâs strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facility and risk management.

The Company has a program to help its directors improve their expertise in governance held by well -known business schools in any part of the world.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director.

The details of familiarization programs given to the Independent Directors during the Financial Year 2017-18 are as follows:

Name	Industry/Market Technology trends	Visit and introduction to Solar Plant Project	Visit and Familiarization to CIITM	Completion and Future outlook	Total hours
Mr. R.P. Udawat	1	1.5	1.5	1	5
Dr. AnjilaSaxena	1	1.5	1	0.5	4
Mr. G.L. Chaudhary	1	1.5	0.5	1	4
Dr. Satish Kumar	1	1.5	1.5	1	5

Internal financial control systems

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal financial control systems and internal audit reports. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Loans, guarantees and investments in securities by the company

During the Financial Year Company has not give any Loan, Provide any Guarantee and Security. Particulars of the Investments made are provided in the standalone financial statement Please refer Note 6 to the standalone financial statement.

Transfer to Reserves

Your directors do not propose to transfer any amount to the general reserves of the company for the financial year ended on March 31, 2018.

Statutory Auditors and Auditorsâ Report

The Auditors Report to the shareholders for the Financial Year 2017-18 given by the M/s Sapra & Co. does not contain any observation and qualification.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boardâs Report.

M/s Sapra & Co., Chartered Accountants (FRN:003208C), appointed as Auditor of the Company in the 23^rd Annual General Meeting for five Consecutive years i.e. till the 28^th Annual General Meeting at such remuneration plus GST as may be mutually agreed between the Board of Directors and the Auditors.

Requirement of ratification of Statutory Auditor at every General Meting as per section 139(1) of the Companies Act 2013 which was ommited by the Companies (Amendment) Act 2017 w.e.f. 5th May 2018 as per notification S.No. 1833(E)

Secretarial Audit Report

As per section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made thereunder, M/s V. M. & Associates, Company Secretaries, was appointed as Secretarial auditors to conduct the secretarial audit of the Company for the financial year 2017-18.

A Secretarial Audit Report issued by M/s V. M. & Associates, Company Secretaries, (FRN:P1984RJ039200), in respect of the secretarial audit of the Company for the financial year ended March 31, 2018, is given as Annexure II to this Report. The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Secretarial Audit report for the financial year ended March 31, 2018 is self-explanatory and does not call for any further comments.

The Board has re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit for the financial year 2018-19.

Internal Audit Report

As per Section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014, every Listed Company is required to appoint Internal Auditor to carry out Internal Audit of the Company.

In consonance with the requirements of Section 138 of the Companies Act, 2013 and rules made there under, Mrs. Garima Gupta, Chartered Accountant, Jaipur, was appointed to conduct the internal audit of the Company for the financial year 201718.

The Board has reappointed Mrs. Garima Gupta, Chartered Accountant, Jaipur as an Internal Auditor of the Company in its meeting held on May 29^th, 2018 to carry out internal audit for the financial year 2018-19.

Corporate Governance Report

The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2018, as per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report as Annexure VIII. The requisite certificate from auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Annual report.

Management Discussion and Analysis Report

Statements in Management Discussion and Analysis of Financial Conditions and Results of Operations of the Company describing the Companyâs objectives, expectations or predictions. Management Discussion and Analysis Report forms as part of this Annual Report as Annexure VII.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange and Outgo

The particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure III.

Change in KMP

During the Financial Year 2017-18 there is no any changes in KMP Transactions with related parties

Information on transactions with related parties pursuant to Section 188(1) for entering into such contract or arrangement in Form AOC-2 is annexed to this Report as Annexure IV. All the transactions with the related party were in ordinary course of business and on an armâs length basis and in accordance with the Section 188 of the Companies Act, 2013, read with the Rules issued thereunder and the Listing Regulations.

Particulars of Employees

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure V of the Boardâs Report.

Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of top ten employees of the Company in terms of remuneration drawn will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days of the Company upto the date of the Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary at the Registered Office of your Company in this regard

none of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

Extract of Annual Return

An extract of the Annual Return in Form MGT-9 in compliance with Section 92 of the Companies Act, 2013 read with Rules made there under is annexed to this Report as Annexure VI.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/unclaimed account is required to be transferred by the company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year 2017-18, Rs. 89,754/- was transferred to Investor Education and Protection Fund.

Human Resource Management

Your Company draws its strength from a highly engaged and motivated workforce, whose collective passion and commitment has helped the organization scale new heights. Human Resource policies and processes have evolved to stay relevant to the changing demographics, enhance organizational ability and remain compliant with the changing regulatory requirements. The company has created a favorable work-environment that encourages innovation and nurturing of commercial and managerial talents in its operations.

Trade Relations

The Company maintained healthy, cordial and harmonious Industrial relations at all levels. The Directors wish to place on record their appreciation for the valuable contribution by the employees of the Company.

Quality Assurance

Sustained commitment to the highest levels of quality, best in class service management and robust information security practices helped the Company attain the following milestone during the year.

The Company is an ISO 9001:2015 organization, certified by JAS-ANZ and ISO/IEC 27001:2013 certified by LMS Certification. These standards enable us to identify risks at the initial planning stage of the project. The Company firmly believes in the pursuits of excellence to compete in this emerging and growing software market. Our focus has been on providing quality products and services to our customers.

The Company achieved CMMI level-3 certification and continues to implement the certification quality level in its operation.

Risk Management

The Company has developed and implemented a Risk Management policy which encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to key business objective. The risk Management frame work of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunity effectively. The Policy is available on the weblink compucom.co.in/Policies/ RISK%20MANAGEMENT%20POLICY.pdf

Material Changes affecting the Company

During the Financial Year 2017-18 Company intends to venture into hospitality Industry and necessary steps are being undertaken in this regard and the Board of the Company approved the capital expenditure of upto Rs. Twenty-Five Crores (25,00,00,000) for venturing into star rating Hotel Business.

Code of Conduct

In compliance with Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has framed and adopted a code of conduct and ethics for Board and Senior Management (The Code) . The Code is applicable to the members of the Board, the executive officers and all employees of the Company and its Subsidiaries. The Code is available on the weblink compucom.co.in/Policies/ CODE%20OF%20CONDUCT%20FOR%20BOARD%20MEMBERS%20&%20SENIOR%20MANAGEMENT.pdf

Cost Records

In Compliance with Regulation prescribed by the Central Government under section 148(1) of the Act, the Company maintained Cost Records for activity related to Education and Wind Power Generation.

Prevention of Insider Trading

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by insiders. The code of practices and procedures for fair disclosure of unpublished price sensitive information is also available on the weblink compucom.co.in/Policies/CODE%20OF%20CONDUCT%20TO%20REGULATE, %20MONITER%20AND%20REPORT%20TRADING%20BY%20INSIDERS.pdf

Credit Rating

During the year, the Companyâs credit rating for long-term bank facilities were upgraded by one notch up from CARE BBB-(Triple B Minus) to CARE BBB (Triple B Plus), which denotes adequate degree of safety regarding timely servicing of financial obligations. Moreover, short-term bank facilities were CARE A3 (A Three) , which denotes strong degree of safety regarding timely servicing of financial obligations

Directorsâ Responsibility Statement

Based on the framework of internal financial controls established and maintained by the company, reviews performed by management in concurrence with the Audit committee, the Companyâs internal financial controls were adequate and effective as on 31^st March, 2018.

In compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:

(a) In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanations relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

Explanation. âFor the purposes of this clause, the term âinternal financial controlsâ means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

(f) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

Other Disclosure

No other disclosure are required as per Companies Act, 2013 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

Acknowledgement

The Directors take this opportunity to thank all Investors, associates and business partners, clients, strategic alliance partners, technology partners, vendors, financial institutions/banks, regulatory and government authorities, media and stock exchanges, for their continued support during the year. The Directors place on record their appreciation of the contribution made by all the employees at all levels for their dedicated service and continued excellent work throughout the year.

By order of the Board

For Compucom Software Limited

Sd/- Sd/-

(Surendra Kumar Surana) (Shubh Karan Surana)

Managing Director & CEO Director

(DIN:-00340866) (DIN:- 00341082)

Place: Jaipur,

Date: August 13, 2018

Mar 31, 2016

The Directors have immense pleasure in presenting their 22^nd Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended on March 31, 2016.

Financial Results:

The highlights of the financial results for the financial year 2015-2016 are as follows:

(Rs. in Lakhs)

Particulars	31.03.2016	31.03.2015
Total Income	5761.56	5,519.08
Operating Expenditure	2869.49	2,576.10
Operating Profit (PBDIT)	2892.07	2,942.98
Finance Cost	342.87	495.41
Depreciation	1456.07	1427.55
Profit before Tax	1093.13	1020.02
Exceptional Items	78.13	231.27
Provision for Income Tax including Deferred Tax	318.28	230.15
Net Profit after Tax	696.72	558.60
Appropriation
Dividend	79.12	79.13
Dividend Tax	16.56	16.20
Transfer to General Reserve	-	-
Total Appropriations	95.68	95.33
Earnings per Share: Basic and Diluted (in Rs.)
Considering Extraordinary Items	0.88	0.71
Without Considering Extraordinary Items	0.88	0.71

Results of Operations:

Total revenues earned during the year amounted to Rs 5761.56 lakhs compared to that of Rs.5,519.08 lakhs in the previous financial year. During the year under review, the income from operations is Rs.5,576.37 lakhs compared to Rs 5,251.17 lakhs in the previous financial year. This reflects increase of Rs. 325.2 lakhs, which is mainly due to the increase of income from Learning Solution business segment. The profit before tax has increased from Rs.1,020.02 lakhs in the previous financial year to Rs 1093.13 lakhs in the current financial year.

The Operating Profit during this period is Rs.2892.07 lakhs as compared to Rs. 2,942.98 lakhs in the previous financial year.

As required by AS- 21, Consolidated Financial Statements are provided in the later section of the Annual Report.

Business Operations:

(1) Software & E-Governance Services:

During the year, the Company focused on the areas where higher margin was available with low risk factors. The revenue generated from this segment during the Financial Year 2015-16 was Rs. 461.71 Lakhs as against Rs 456.51 Lakhs during the previous financial year. This reflects increase of 1.14 % i.e. Rs. 5.20 Lakhs. Profit earned from this segment amount to Rs. 223 Lakhs as compared to that of Rs. 159.71 Lakhs during the previous Financial Year, which has resulted in increase of 39.63% i.e. Rs. 63.29 Lakhs.

During the year 2015-16 the Company has been awarded one more project i.e. LDMS Project. The Company has generated revenue of Rs. 52.11 Lakhs in the last quarter of this financial year.

(2) Learning Solutions:

During this year revenue from this segment is amounted to Rs. 4938.79 Lakhs against the previous year revenue of Rs. 4,605.43 Lakhs which shows an increase in revenue by 7.24% i.e; Rs. 333.36 Lakhs.

Learning Solution Segment mainly comprises ICT Phase II, ICT Phase III, ICT Bihar, CALP II, Computer Aided Training Programme and other projects. The Company has covered total 8,223 Govt. Schools and over 2 million learners under its educational Umbrella so far. These PPP Projects could not have been a success without the cooperation extended by Employees, Business Associates, Vendors and Government officials. Apart from this, the other projects that have completed successfully, those are CALP-II worth Rs.10.41 Crore covers 836 Govt. schools of Rajasthan has completed in September 2015. Most of these projects are in form of IT Infrastructure development at school levels.

The Company has massive plans for capturing the advantage of Indian education expenditure planned through Govt. of India promoted PPP models across India fuelled by Sarva Shiksha Abhiyan (SSA), Rashtriya Madhyamik Shiksha Abhiyan (RMSA) and skill development initiatives. Company is also planning to leverage in-house software development and satellite based technology skills for expansion in school and coaching Business.

(3) Wind Power Generation:

The Company has installed two Wind power generation plants in Jaisalmer (Rajasthan) with capacity of 0.6 MW each, two at Sikar (Rajasthan) with capacity of 0.6 MW each & One Plant at Krishna (Andhra Pradesh) with capacity of 0.8 MW. Total wind power generation capacity is 3.2 MW. The operation and maintenance of all these wind power project has been out-sourced to M/s Wind World India (previously known as Enercon India Limited). During the year revenue generated from this segment amounted to Rs. 175.87 Lakhs as compared to Rs. 189.23 Lakhs during the previous year ended on March 31, 2015 which shows a decrease in the revenue by 7.06%i.e. Rs. 13.36 Lakhs due to lower generation of units. Profit earned from this segment amount to Rs. 54.29 Lakhs as compared to that of Rs. 61.99 Lakhs during the previous Financial Year, which has resulted a decrease of 12.42% i.e. Rs. 7.7 Lakhs.

4. Treasurey Activities:

The revenue generated from this segment during the Financial Year 2015-16 was Rs. 185.19 Lakhs as against Rs. 267.91 Lakhs during the last financial year. During the year, the revenue generated from treasury operations has decreased by 30.88% i.e. Rs. 82.72 Lakhs.

The following chart depicts revenue generated from operation for the year ended March 31, 2016:-

Details of Subsidiary and associates Companies

The Company has two subsidiary Companies and one associate Company:

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statement of the Company''s subsidiaries and associate in Form AOC-1 is provided in the later section of the Annual Report of the Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company.

During the year, operations of following two subsidiaries were reviewed.

(A) ITneer, Inc. is a wholly owned subsidiary Company of Compucom Software Limited. It has earned total revenue of US$ 1,001,417 during the financial year 2015-16 as compared to US $ 9,57,720 in the previous financial year. This reflects a increase of approx. 4.56% i.e. US $ 43,697. The Company has earned profit of US$ 34,969 as compared to the Profit of US $ 22,547 in the previous financial year. The Company is operating out of its own premises in Atlanta, USA. It is headed by Promoter Director Mr. Ajay Kumar Surana. The copy of the audited accounts, together with the independent auditor''s report, is provided in a separate Section of this Annual Report.

(B) CSL Infomedia Pvt. Ltd. is another subsidiary Company of Compucom Software Limited. It has earned total revenue of Rs. 567.11 Lakhs during the financial year 2015-16 as compared to Rs. 412.92 Lakhs in the previous financial year which shows an increase of 37.34% i.e. Rs. 154.19 Lakhs. The Company has earned Profit of Rs.105.67 Lakhs as compared to the loss of Rs. 34.06 Lakhs in the previous financial year. The Company is mainly operating in multimedia, Content Development, Education TV Segment and Satellite Education. The copy of the audited accounts together with the independent Auditors Report is provided in a separate section of this Annual Report. The Company has two TV Channel one âJAN TVâ, Satellite TV channel and âJAN TV PLUSâ (an Infotainment Channel).Currently it is available on various cable networks across India and also available live on jantvplus.in.

Dividend

Keeping the continuous track record of rewarding its shareholders, your Directors are pleased to recommend a dividend @ 5% i.e. Rs. 0.10/- per Equity share of Rs. 2/- each for the Financial Year 2015-16, subject to approval of the shareholders at the ensuing Annual General Meeting.

Dividend declared & paid during last 15 (Fifteen) years:

Financial Year	Dividend Rate
2000-01	25%
2001-02	10%
2002-03	25%
2003-04	25%
2004-05	25%
2005-06	30%
2006-07	30%
2007-08	15%
2008-09	10%
2009-10	10%
2010-11	15%
2011-12	15%
2012-13	20%
2013-14	20%
2014-15	5%

Book Value per Share:

Details of book value during the last 15 (Fifteen) years are as under:

Financial Year	No of Shares	Face Value per share	Book Value Per share (in Rs.)
2000-01	5,025,000	10	55.74
2001-02	5,025,000	10	65.6
2002-03	5,025,000	10	69
2003-04	5,025,000	10	79.9
2004-05	5,025,000	10	90.79
2005-06	5,025,000	10	98.73
2006-07	5,025,000	10	105.89
2007-08**	25,125,000**	2 (10)	22.79
2008-09***	502,50,000***	2	13.1
2009-10	502,50,000	2	14.47
2010-11****	7,91,25,188****	2	12.26
2011-12	7,91,25,188	2	12.97
2012-13	7,91,25,188	2	13.92
2013-14	79125188	2	14.74
2014-15	79125188	2	14.94
2015-16	79125188	2	15.70

**Equity share of face value of Rs.10 each subdivided into equity share of Face value of Rs. 2/- each. Record date for the same was October 15, 2007.

*** The Company issued bonus shares in the ratio of 1:1. Record date for the same was December 26, 2008.

****The Company issued bonus shares in the ratio of 1:2. Record date for the same was October 20, 2010.

**** Preferential issue of 37.50 Lakhs Equity shares allotted on November 4, 2010.

Fixed Deposits/Deposits from Public

During the financial year 2015-16, your Company has not accepted any fixed deposits nor renewed any Fixed deposit, falling within the definition of Section 73, 74 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Listing of Shares

Your Company''s shares are listed at Bombay Stock Exchange Ltd. (BSE), National Stock Exchange of India Limited (NSE) and Calcutta Stock Exchange Limited (CSE) and the listing fee for the year 2016-17 has been duly paid. The Scrip Code of the Company is 532339 at BSE.

Number of Meetings of Board of Directors

Four (4) meetings of Board were held during this financial year. The dates on which the Board Meetings were held are as follows:

May 29, 2015; August 12, 2015; November 6, 2015; February 11, 2016.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Policy on Director''s appointment and remuneration

The current policy is to have an appropriate mix of executive and independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2016, the Board consists of 8 members, one of whom is executive or whole time Director, 3 are Non-Executive & Non-Independent Directors and 4 are Non-Executive & Independent Directors.

The policy of the Company on Director''s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is as Annexure I of the Board''s report. We affirm that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company. The Policy is also available on the Company''s Website at www.compucom.co.in

Details of appointment of Directors and KMPs and their resignation during the year Appointments

Mr. Ghisa Lal Chaudhary was appointed as an Additional Director on the Board of the Company w.e.f. 11^th February, 2016, and subject to the approval of the members at the ensuing Annual General Meeting his appointment is being regularized as Independent and Non-Executive Director on the terms and conditions as mentioned in the resolution in the Notice.

Dr. Satish Kumar was appointed as an Additional Director on the Board of the Company w.e.f. 25^th May, 2016, and subject to the approval of the members at the ensuing Annual General Meeting his appointment is being regularized as Independent and Non-Executive Director on the terms and conditions as mentioned in the resolution in the Notice.

Reappointment

During the year Mr. Ajay Kumar Surana is liable to retire by rotation and being eligible has offered himself for re-appointment. Accordingly, approval of the members is sought for his reappointment at the ensuing Annual General Meeting.

Mr. Rajendra Prasad Udawat was re-appointed as an Additional Director on the Board of the Company w.e.f., 2^nd April, 2016, and subject to the approval of the members at the ensuing Annual General Meeting, his appointment is being regularized as Independent and Non-Executive Director on the terms and conditions as mentioned in the resolution in the Notice.

Dr. Anjila Saxena was re-appointed as an Additional Director on the Board of the Company w.e.f. 3^rd August, 2016 and subject to the approval of the members at the ensuing Annual General Meeting, her appointment is being regularized as Independent and Non-Executive Director on the terms and conditions as mentioned in the resolution in the Notice.

The brief resume of the Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting, in Pursuance of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Annual General Meeting notice.

Retirement

During the year Mr. Rajendra Prasad Udawat & Mr. Stephen Carl Viehman, as Independent Directors retired on March 31, 2016 and Dr. Anjila Saxena retired on July 31, 2016.

Vigil Mechanism

The Company had implemented a vigil mechanism, whereby employees, Directors and other stakeholders can report matters such as generic grievances, corruption, misconduct, fraud, misappropriation of assets and non-compliance of code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the chairman of the audit committee. During the year under review none of the personnel has been denied access to the chairman of Audit Committee.

The Vigil Mechanism Policy is available on the Company''s website at www.compucom.co.in

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16

- Number of complaints received: NIL

- Number of complaints disposed off: NIL

Declaration of independence by Directors

The Independent Non-Executive Directors of the Company, viz. Mr. Rajendra Prasad Udawat, Dr. Anjila Saxena, Mr Ghisa Lal Chaudhary, Dr. Satish Kumar and Mr. Ramesh Chand Jain have affirmed that they continue to meet all the requirements specified under sub-section (6) of section 149 of Companies Act, 2013 and the Regulation 16 (1) (B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Composition of Audit Committee: The Audit Committee comprises three Non-Executive Directors, two of whom are Independent Directors and one is Non-Independent Director. Mr. Rajendra Prasad Udawat is the Chairman of the Audit Committee. The Members possess adequate knowledge of Accounts, Audit and Finance. The composition of the Audit Committee meets the requirements as per the Section 177 of the Companies Act, 2013 and of Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. There are no recommendations of the Audit Committee which have not been accepted by the Board.

Board Evaluation

As per the provisions of the Companies Act, 2013 and SEBI (Listing obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluations needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance report section in this Annual Report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

Training of Independent Directors

Every new Independent Director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive Directors / senior managerial personnel make presentations to the inductees about the Company''s strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facility and risk management.

Further, at the time of appointment of an independent Director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a Director.

Familiarization Programme for Independent Directors:

The Company believes that the Board be continuously empowered with the knowledge of the latest developments in the Company''s business and the external environment affecting the industry as a whole. To this end, the Directors were given presentations on the global business environment, as well as all business areas of the Company including business strategy, risk opportunities. Monthly updates on performance/developments giving highlights of performance of the Company during each month including the developments / events having impact on the business of the Company are also sent to all the Directors. The details of familiarization programs imparted to Independent Directors is disclosed on the Company''s website at www.compucom.co.in.

Performance evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10), 19(4) and part D of Schedule II of the SEBI (LODR Regulations) 2015, a Board Evaluation Policy has been framed and approved by the Nomination and Remuneration Committee (N & RC) and by the Board.

The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working of the Committee of the Board. The Performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The Performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors.

Corporate Social Responsibility Committee

As per Section 135 of Companies Act, 2013 the Company constituted a Corporate Social Responsibility(CSR) Committee for formulating and recommending to Board, a Corporate Social Responsibility policy (CSR Policy) which indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, to recommend the amount of expenditure to be incurred on the activities and to monitor the Corporate Social Responsibility Policy of the Company from time to time.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the prescribed format of the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the Company''s website at www.compucom.co.in

Internal financial control systems

Loans, guarantees and investments in securities by the Company

The particulars of Loans, Guarantees and Investments have been disclosed on the Financial Statements.

Transfer to Reserves

The Company doesn''t transfer any amount to reserves.

Statutory Auditors and Auditors'' Report

The Company has received consent from M/s. S Misra & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the said Act. Accordingly, the Board of Directors has recommended the ratification of appointment as Statutory Auditors.

At the Company''s 20^th Annual General Meeting (AGM) held on August 27, 2014, M/s S. Misra & Associates, Chartered Accountants, were appointed as the Company''s Statutory Auditors from the conclusion of the 20^th Annual General Meeting till the Conclusion of the 23^rd AGM. In terms of the section 139(1) of the Companies Act, 2013, appointment of the Statutory Auditors to hold office from the conclusion of 20^th Annual general meeting until the conclusion of 23^rd Annual General Meeting is placed for your ratification.

The Auditors Report to the shareholders for the year under review does not contain any qualification.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board''s Report

Secretarial Audit Report

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made there under, M/s V. M. & Associates, Company Secretaries in Practice, Jaipur, was appointed to conduct the secretarial audit of the Company for the financial year 2015-16.

A Secretarial Audit Report issued by M/s V. M. & Associates, Company Secretaries in practice, in respect of the secretarial audit of the Company for the financial year ended 31st March, 2016, is given in Annexure III to this Report. The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3)of the Companies Act,2013.

The Secretarial Audit report for the financial year ended 31st March, 2016 is self-explanatory and does not call for any further comments.

The Board has re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2016-17.

Internal Audit Report

As per Section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014, every Listed Company is required to appoint Internal Auditor to carry out Internal Audit of the Company.

In consonance with the requirements of Section 138 of the Companies Act, 2013 and rules made there under, Mr. Girish Kumar Gupta, Chartered Accountant, was appointed to conduct the internal audit of the Company for the financial year 2015-16.

No major internal audit observations were observed during the period under review.

Corporate Governance Report and Management Discussion and Analysis Report

The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2016, as per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 form a part of this Annual Report. The requisite certificate from auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this report.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange and Outgo

The particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure IV.

Transactions with related parties

Information on transactions with related parties pursuant to Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 is annexed to this Report as Annexure V.

Particulars of Employees

1. None of the employees of the Company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

2. The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of subsection 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure VI.

Extract of Annual Return

An extract of the Annual Return in Form MGT-9 in compliance with Section 92 of the Companies Act, 2013 read with Rules made there under is annexed to this Report as Annexure VII.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/unclaimed account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, no amount was due to be transferred to Investor Education and Protection Fund.

Human Resource Management

Your Company draws its strength from a highly engaged and motivated workforce, whose collective passion and commitment has helped the organization scale new heights. Human Resource policies and processes have evolved to stay relevant to the changing demographics, enhance organizational ability and remain compliant with the changing regulatory requirements. The Company has created a favorable work-environment that encourages innovation and nurturing of commercial and managerial talents in its operations.

Trade Relations

Quality Assurance

Sustained commitment to the highest levels of quality, best in class service management and robust information security practices helped the Company attain the following milestone during the year.

The Company is an ISO 9001:2000 organization, certified by Det Norske Veritas (DNV) since 1998. These standards enable us to identify risks at the initial planning stage of the project. The Company firmly believes in the pursuits of excellence to compete in this emerging and growing software market. Our focus has been on providing quality products and services to our customers.

The Company achieved CMMI level-3 certification and continues to implement the certification quality level in its operation.

Directorsâ Responsibility Statement

Based on the framework of internal financial controls established and maintained by the Company, reviews performed by management in concurrence with the Audit committee, the Company''s internal financial controls were adequate and effective as on 31^st March, 2016.

In compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:

(a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations and disclosures relating to material departures;

(b) The Directors have selected relevant accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Acknowledgement

For and on behalf of the Board

(Surendra Kumar Surana) (Shubh Karan Surana)

Managing Director & CEO Director

(DIN:-00340866) (DIN:- 00341082)

Jaipur,

August 03, 2016

Mar 31, 2015

Dear Members,

The Directors have immense pleasure in presenting their 21st Annual Report on the business and operations of the Company together with Audited Financial Accounts for the year ended on March 31,2015.

Financial Results:

The highlights of the financial results for the financial year2014-2015 are as follows: (Rs. in Lacs)

Particulars 31.03.2015 31.03.2014

Total Income 5,519.08 7,385.92

Total Expenses 2,576.10 3,968.61

Operating Profit (PBDIT) 2,942.98 3,417.31

Finance Cost 495.41 337.28

Depreciation 1427.55 1,502.28

Profit before Tax 1020.02 1577.75

Exceptional Items 231.26 -

Provision for Income Tax including 230.15 554.04 Deferred Tax

Net Profit after Tax 558.60 1023.71

Appropriation

Dividend 79.13 316.50

Dividend Tax 16.20 53.79

Transfer to General Reserve - -

Total Appropriations 95.33 370.29

Earnings per Share: Basic and Diluted (in Rs.)

Considering Extraordinary Items 0.71 1.29

Without Considering Extraordinary Items 0.71 1.29

Results of Operations:

Total revenues earned during the year amounted to Rs. 5,519.08Lacs compared to that of Rs. 7,385.92Lacs in the previous financial year. During the year under review, the income from operations was Rs. 5,251.17 Lacs compared to Rs. 7,050.36 Lacs in the previous financial year. This reflects decrease of Rs. 1,799.19 Lacs, which is mainly due to the decrease of income from Learning Solution business segment. The profit before tax has decreased from Rs. 1,577.75 Lacs in the previous financial year to Rs. 1,020.02Lacs in the current financial year.

The Operating Profit during this period is Rs. 2,942.98 Lacs as compared to Rs. 3417.31 Lacs in the previous financial year.

As required by AS- 21, Consolidated Financial Statements are provided in the later section of the Annual Report.

Business Operations:

(1) Software & E-Governance Services:

During the year, the Company focused on the areas where higher margin was available with low risk factors. The revenue generated from this segment during the Financial Year 2014-15 was Rs.456.51 Lacs as against Rs. 596.35 Lacs during the previous financial year. This reflects decrease of 23.45 % i.e. Rs. 139.84 Lacs. Profit earned from this segment amount to Rs. 159.71 Lacs as compared to that of Rs. 247.47 Lacs during the previous Financial Year, which has resulted in decrease of 35.46% i.e. Rs. 87.76 Lacs.

(2) Learning Solutions:

During this year revenue from this segment is amounted to Rs. 4,605.43 Lacs against the previous year revenue of Rs. 6251.23 Lacs which shows a decrease in revenue by 26.33% i.e. Rs.1,645.80Lacs.

Learning Solution Segment mainly comprises ICT Phase II, ICT Phase III, ICT Bihar, CALP I, CALP II, ComputerAided Training Programme and other projects. The Company has covered total 4,595Govt. Schools and over 2 million learners under its educational Umbrella so far. These PPP Projects could not have been a success without the cooperation extended by Employees, Business Associates, Vendors and Government officials. The Company has successfully completed the ICT-I Project & recently the Company has successfully completed another education project ICT Phase-II involving 1550 Govt. Higher Secondary Schools in August 2015. Apart from this the other projects that are running successfully are CALP-I project, worth Rs.10.68 cores for imparting training in 836 Govt. schools of Rajasthan, CALP-II worth Rs.10.41 Crore covers 836 Govt. schools of Rajasthan. Most of these projects are in form of IT Infrastructure development at school levels.

The Company has been awarded one more Project, ICT Project Phase III worth Rs. 158.50 Crore, for 1,373 Govt. Schools of Rajasthan. It has been commissioned in the month of Feb. 2014 and will be a five (5) year project onBOOT model.

The Company has massive plans for capturing the advantage of Indian education expenditure planned through Govt. of India promoted PPP models across India fuelled by Sarva Shiksha Abhiyan (SSA), Rashtriya Madhyamik Shiksha Abhiyan (RMSA) and skill development initiatives. Company is also planning to leverage in-house software development and satellite based technology skills for expansion in school and coaching Business.

(3) Wind Power Generation:

The Company had set up two wind power generation plants of 1.20 MW each at Jaisalmer (Rajasthan), two at Sikar (Rajasthan) of 1.20 MW each& One Plant at Krishna (Andhra Pradesh) of 0.8 MW. Total wind power generation capacity is 3.2 MW. The operation and maintenance of all these wind power project has been out-sourced to M/s Wind World India (previously known as Enercon India Limited). During the year revenue generated from this segment amounted to Rs. 189.23 Lacs as compared to Rs. 202.78 Lacs during the previous year ended on March 31,2014. Which shows a decrease in the revenue by6.68%i.e. Rs. 13.55 Lacs due to lower generation of units.Profit earned from this segment amount to Rs. 61.99 Lacs as compared to that of Rs. 94.00 Lacs during the previous Financial Year, which has resulted an decrease of 34.05% i.e. Rs. 32.01 Lacs.

(4) Treasury Activities:

The revenue generated from this segment during the Financial Year 2014-15 was Rs. 267.91 Lacs as against Rs. 335.56Lacs during the last financial year. During the year, the revenue generated from treasury operations has decreased by 20.16% i.e. Rs. 67.65 Lacs. During the year most of the funds were invested in FDRs, where returns are lower but safe in comparison to equity-oriented funds.

The following chart depicts revenue generated from operation for the year ended March 31,2015:-

Details of Subsidiary and associates Companies

The Company has two subsidiary Companies and one associate Company:

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statement of the Company's subsidiaries and associate in Form AOC-1 is provided in the later section of the Annual Report of the Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company.

During the year, operations of following two subsidiaries were reviewed.

(A) ITneer, Inc. is a wholly owned subsidiary Company of Compucom Software Limited. It has earned total revenue of US$ 9,57,720 during the financial year 2014-15 as compared to US$ 9,76,721 in the previous financial year. This reflects a decrease of approx 1.95% i.e. US$19,001. The Company has declared profit of US$ 22,547 as compared to the loss of US$ 14,280 in the previous financial year. The Company is operating out of its own premises in Atlanta, USA. It is headed by Promoter Director Mr. Ajay Kumar Surana. The copy of the audited accounts, together with the independent auditor's report, is provided in a separate section of this Annual Report.

(B) CSL Infomedia Pvt. Ltd. is another subsidiary Company of Compucom Software Limited. It has earned total revenue of Rs. 412.92 Lacs during the financial year 2014-15 as compared to Rs. 477.45 Lacs in the previous financial year which shows a decrease of 13.52% i.e. Rs. 64.53 Lacs. The Company has declared loss of Rs.34.07 Lacs as compared to the loss of Rs. 81.00 Lacs in the previous financial year. The Company is mainly operating in multimedia, Content Development and Education TV Segment. The copy of the audited accounts together with the independent Auditors Report is provided in a separate section of this Annual Report. The company has two TV Channel one "Jan TV", Satellite TV channel and "Jan TV PLUS" (an Infotainment Channel).Currently it is available on various cable networks across India and also available live on jantvplus.in.

Dividend

Keeping the continuous track record of rewarding its shareholders, your Directors are pleased to recommend a dividend @5% i.e. Rs. 0.10/ - per Equity share of Rs. 2/- each for the Financial Year 2014-15, subject to approval of the shareholders at the ensuing Annual General Meeting.

Financial Year Dividend Rate

2000- 01 25%

2001- 02 10%

2002- 03 25%

2003- 04 25%

2004- 05 25%

2005- 06 30%

2006- 07 30%

2007- 08** 15%

2008- 09*** 10%

2009- 10 10%

2010- 11**** 15%

2011- 12 15%

2012- 13 20%

2013- 14 20%

Book Value per Share:

Details of book value during the last 14 (Fourteen) years are as under:

Financial No of Shares Face Value Book Value Year per share Per share (in Rs.)

2000-01 5,025,000 10 55.74

2001-02 5,025,000 10 65.6

2002-03 5,025,000 10 69

2003-04 5,025,000 10 79.9

2004-05 5,025,000 10 90.79

2005-06 5,025,000 10 98.73

2006-07 5,025,000 10 105.89

2007-08** 25,125,000** 2(10) 22.79

2008-09*** 502,50,000*** 2 13.1

2009-10 502,50,000 2 14.47

2010-11**** 7,91,25,188**** 2 12.26

2011-12 7,91,25,188 2 12.97

2012-13 7,91,25,188 2 13.92

2013-14 79125188 2 14.74

2014-15 79125188 2 14.94

**Equity share of face value of Rs.10 each subdivided into equity share of Face value of Rs. 2/- each. Record date for the same was October 15, 2007.

*** The Company issued bonus shares in the ratio of 1:1. Record date for the same was December 26, 2008.

****The Company issued bonus shares in the ratio of 1:2. Record date for the same was October 20, 2010.

**** Preferential issue of 37.50 Lacs Equity shares allotted on November 4, 2010.

Directors' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, Directors state therein that:

(a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations and disclosures relating to material departures.

(b) The Directors have selected relevant accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2015 and of the profit of the Company for the period.

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

(e) They have laid down internal financial control to be followed by the Company and such internal financial controls are adequate and operating effectively.

(f) They have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Fixed Deposits/Deposits from Public

During the financial year 2014-15, your Company has not accepted any public deposits nor renewed any fixed deposit, falling within the definition of Section 73, 74 of the Companies Act, 2013.

Listing of Shares

Your Company's shares are listed at Bombay Stock Exchange, National Stock Exchange and Calcutta Stock Exchange Limited and the listing fee for the year 2015-16 has been duly paid.

Number of Meetings of Board

Four (4) meetings of Board were held during this financial year. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Policy on Director's appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31,2015, the Board consists of 6 members, one of whom is executive or whole time director, and three are independent directors.

The policy of the Company on director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is as Annexure I of the Board's report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Appointments:-

Mr. Ramesh Chand Jain was appointed as an Additional Director on the Board of the company w.e.f. 29th May, 2015, and subject to the approval of the members at the ensuing Annual General Meeting his appointment is being regularized as Independent Non Executive Director on the terms and conditions as mentioned in the resolution in the Notice.

The Company has received requisite notice in writing from a member proposing his candidature for appointment as an Independent Director. He meets 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.

Mrs. Trishla Rampuria was appointed as an Additional Director on the Board of the company w.e.f. 12th August, 2015, and subject to the approval of the members at the ensuing Annual General Meeting her appointment is being regularized as Non-Independent and Non Executive Director on the terms and conditions as mentioned in the resolution in the Notice.

Vigil Mechanism

The Company has already established a vigil mechanism policy as per clause 49 of Listing Agreement and also placed on the website of company and the policy is annexed in the Board's report as Annexure II.

Sexual Harassment

During the year under review, there were no cases filed pursuant to the sexual harassment of women at work place (prevention, prohibition and redressal) Act, 2013

Declaration of Independence by Directors

The Independent Non-Executive Directors of the Company, viz. Mr. Rajendra Prasad Udawat, Dr. Anjila Saxena, Mr. Stephen Carl Viehman and Mr. Ramesh Chand Jain have affirmed that they continue to meet all the requirements specified under sub-section (6) of section 149 of Companies Act, 2013 in respect of their position as an "Independent Director" of Compucom Software Limited.

Board Evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluations needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

Training of Independent Directors

Every new Independent Director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facility and risk management.

The Company has a program to help its directors improve their expertise in governance held by well -known business schools in any part of the world.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director.

Corporate Social Responsibility Committee

As required under Section 135 of Companies Act, 2013 during the year, the Board of Directors has constituted the Corporate Social Responsibility(CSR) Committee for formulating and recommending to Board, a Corporate Social Responsibility policy (CSR Policy) which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, to recommend the amount of expenditure to be incurred on the activities and to monitor the Corporate Social Responsibility Policy of the Company from time to time.

* The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the prescribed format of the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the website of the Company.

Internal Financial Control Systems

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

Risk Management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risk and controls. Major risk identified by the businesses and functions are systematically addressed through mitigating action on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

Statutory Auditors and Auditors' Report

Pursuant to the provisions of the Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment of M/s S. Misra & Associates, Chartered Accountants (Firm Registration No. 004972C), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of Twenty-Second AGM of the Company to be held in the year 2016 at such remuneration plus service tax as may be mutually agreed between the Board of Directors of the Company and the Auditors."

There are no reservations, qualifications or adverse remarks contained in the auditor's Report attached to the balance sheet as at 31st March, 2015.Information referred in the Auditor's Report isself-explanatory and does notcall for any further comments.

Secretarial Audit Report

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made thereunder,M/s V. M. & Associates, Company Secretaries in Practice, Jaipur, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15.

A Secretarial Audit Report issued by M/s V M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended 31st March, 2015, is given in Annexure IV to this Report.

The Secretarial Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board has re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2015-16.

Internal Audit Report

As per Section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014, every Listed Company is required to appoint Internal Auditor to carry out Internal Audit of the Company.

In consonance with the requirements of Section 138 of the Companies Act, 2013 and rules made thereunder,Mr. Prateek Agarwal, Chartered Accountant, Jaipur, was appointed to conduct the internal audit of the Company for the financial year 2014-15.

TheInternal Audit Report issued by Mr. Prateek Agarwal, Chartered Accountant, in respect of the internal audit of the Company for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board has appointed Mr. Girish Kumar Gupta, Chartered Accountant, Jaipur as an Internal Auditor of the Company to carry out internal audit of the Company for the financial year 2015-16.

Corporate Governance Report and Management Discussion and Analysis Report

As per the Clause 49 of the Listing Agreement entered into with the Stock Exchanges, Corporate Governance Report with a certificate from auditors of the Company and Management Discussion and Analysis Report are attached which forms part of this report.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange and Outgo

Disclosure under Section 134 (3)(m) of Companies Act, 2013read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure V.

Particulars of Loan, guarantees and investment

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

Transactions with related parties

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure VI in Form AOC-2 and the same forms part of this report.

Extract of Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013,an extract of annual return is given in Annexure VII in the prescribed Form MGT-9, which forms part of this report.

Particulars of Employees

(A) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

(B) The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure-VIII .

Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

The Company has transferred a sum of Rs. 3,96,445/- (Rupees Three Lakhs Ninety Six Thousand Four Hundred Forty Five only) during the year to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125 the Companies Act, 2013 The said amount represents unclaimed dividend pertaining to financial year 2006-07 (Final) and 2007-08 (Interim) which was lying in unpaid dividend account of the Company for a period of seven years.

Human Resource Management

Your Company draws its strength from a highly engaged and motivated workforce, whose collective passion and commitment has helped the organization scale new heights. Human Resource policies and processes have evolved to stay relevant to the changing demographics, enhance organizational agility and remain compliant with the changing regulatory requirements. The company has created a favorable work- environment that encourages innovation and nurturing of commercial and managerial talents in its operations.

Trade Relations

The Company maintained healthy, cordial and harmonious Industrial relations at all levels. The Directors wish to place on record their appreciation for the valuable contribution by the employees of the Company.

Quality Assurance

Sustained commitment to the highest levels of quality, best in class service management and robust information security practices helped the Company attain the following milestone during the year.

The Company is an ISO 9001:2000 organization, certified by Det Norske Veritas (DNV) since 1998. These standards enable us to identify risks at the initial planning stage of the project. The Company firmly believes in the pursuits of excellence to compete in this emerging and growing software market. Our focus has been on providing quality products and services to our customers.

The Company achieved CMMI level-3 certification and continues to implement the certification quality level in its operation.

Acknowledgement

The Directors take this opportunity to thank all Investors, associates and business partners, clients, strategic alliance partners, technology partners, vendors, financial institutions/banks, regulatory and government authorities, media and stock exchanges, for their continued support during the year. The Directors place on record their appreciation of the contribution made by all the employees at all levels for their dedicated service and continued excellent work throughout the year.

For and on behalf of the Board

(Surendra Kumar Surana) (Shubh Karan Surana) Managing Director & CEO Director (DIN:-00340866) (DIN:- 00341082)

Jaipur, August 12, 2015

Mar 31, 2014

The Directors have immense pleasure in presenting their 20th Annual Report on the business and operations of the Company together with Audited Financial Accounts for the year ended on March 31, 2014.

Financial Results: (Rs. in Lacs)

The highlights of the financial results for the financial year 2013-2014 are as follows:

Particulars 31.03.2014 31.03.2013

Total Income 7,385.92 7,347.59

Total Expenses 3,968.61 3,768.97

Operating Profit (PBDIT) 3,417.31 3,578.62

Finance Cost 337.28 440.47

Depreciation 1,502.28 1,843.40

Profit before Tax 1577.75 1294.75

Provision for Income Tax including Deferred Tax 554.04 425.73

Net Profit after Tax 1023.71 869.02

Appropriation

Dividend 316.50 316.50

Dividend Tax 53.79 51.34

Transfer to General Reserve - 100.00

Total Appropriations 370.29 467.84

Earnings per Share: Basic and Diluted (in Rs.)

Considering Extraordinary Items 1.29 1.10

Without Considering Extraordinary Items 1.29 1.10

Results of Operations:

Total revenues earned during the year amounted to Rs.7385.92 Lacs compared to that of Rs. 7347.59 Lacs in the previous financial year.

During the year under review, the income from operations was Rs. 7050.36 Lacs compared to Rs. 7127.72 Lacs in the previous financial year.

This reflects decrease of Rs.77.36 Lacs, which is mainly due to the decrease of income from Learning Solution business segment. The profit before tax has increased from Rs. 1294.75 Lacs in the previous financial year to Rs. 1577.75 Lacs in the current financial year.

The profit before interest, depreciation and tax during this period is Rs. 3417.31Lacs as compared to the previous financial year PBIDT i.e. Rs.3578.62 Lacs.

As required by AS- 21, Consolidated Financial Statements are provided in the later section of the Annual Report.

Business Operations:

(1) Software & E-Governance Services:

During the year, the Company focused on the areas where higher margin was available with low risk factors. The revenue generated from this segment during the Financial Year 2013-14 was Rs. 596.35 Lacs as against Rs. 584.99 Lacs during the last financial year. This reflects an increase of 1.94 % i.e. Rs. 11.36 Lacs due to growth in the economy of USA and also marketing strategy adopted by Company. Profit earned from this segment amount to Rs. 247.47 Lacs as compared to that of Rs.184.43 Lacs during the previous Financial Year, which has resulted an increase of 34.18% i.e. Rs. 63.04 Lacs.

(2) Learning Solutions:

During this year revenue from this segment amounted to Rs.6251.23 Lacs against the last year revenue of Rs.6334.30 Lacs which shows a decrease in revenue by 1.31% i.e. Rs.83.07Lacs.

Learning Solution Segment mainly comprises ICT Phase I, ICT Phase II, ICT Phase III, ICT Bihar, CALP I, CALP II, Computer Aided Training Programme and other projects. The Company has total 8223 Government Schools and over 2 million learners under its educational Umbrella so far. These PPP projects could not have been success without the cooperation extended by Employees, Business Associates, Vendors and Government Officials. The Company has successfully completed the education projects, ICT Project Phase-I involving 2292 Government higher secondary schools in the month of April 2014. The Company has also successfully completed another education project ICT Phase-II involving 1550 Government Higher Secondary Schools in Feb. 2014, Apart from this the other projects that are running successfully are CALP-I project, worth Rs.10.68 Crores for imparting training in 836 Government schools of Rajasthan, CALP-II worth Rs.10.41 Crores covers 836 Government schools of Rajasthan most of these projects are in the form of IT infrastructure development at school levels.

The Company has been awarded one more Project, ICT Project Phase III worth Rs. 158.50 Crores, for 1373 Government Schools of Rajasthan. It has been commissioned in the month of Feb. 2014 and will be a five (5) years BOOT Project.

The Company has massive plans for capturing the advantage of Indian education expenditure planned through Government of India promoted PPP models across India fueled by Sarva Shiksha Abhiyan (SSA), Rashtriya Madhyamik Shiksha Abhiyan (RMSA) and skill development initiatives. Company is also planning to leverage in-house software development and satellite based technology skills for expansion in school and coaching business.

(3) Wind Power Generation:

The Company had set up two wind power generation plants of 1.20 MW at Jaisalmer (Rajasthan), two at Sikar (Rajasthan) of 1.20 MW & One Plant at Krishna (Andhra Pradesh) of 0.8 MW. Total wind power generation capacity is 3.2 MW. The operation and maintenance of all these wind power project has been out-sourced to M/s Wind World India (previously known as Enercon India Limited). During the year revenue generated from this segment amounted to Rs. 202.78 Lacs as compared to Rs. 208.43 Lacs during the previous year ended on March 31, 2013. Which shows a decrease in the revenue by 2.71%i.e. Rs. 5.65 Lacs due to lower generation of units.

(4) Treasury Activities:

The revenue generated from this segment during the Financial Year 2013-14 was Rs. 335.56 Lacs as against Rs. 219.87 Lacs during the last financial year. During the year, the revenue generated from treasury operations has increased by 52.62% i.e. Rs. 115.69 Lacs. During the year most of the funds were invested in FDRs, where returns are lower but safe in comparison to equity-oriented funds.

The following chart depicts revenue generated from operation for the year ended March 31, 2014:-

Details of Subsidiary Companies

The Company has two subsidiary Companies:

(A) ITneer Inc. is a wholly owned subsidiary Company of Compucom Software Limited. It has earned total revenue of US$ 9,76,721 during the financial year 2013-14 as compared to US$ 7,02,823 in the previous financial year. This reflects an increase of approx 38.97% i.e. US$ 2,73,898. The Company has declared loss of US$ 14,280 as compared to the profit of US$ 2,115 in the previous financial year. The Company is operating out of its own premises in Atlanta, USA. It is headed by Promoter Director Ajay Kumar Surana. The copy of the audited accounts, together with the independent auditor''s report, is provided in a separate Section of this Annual Report.

(B) CSL Infomedia Pvt. Ltd. is another subsidiary Company of Compucom Software Limited. It has earned total revenue of Rs.477.45 Lacs during the financial year 2013-14 as compared to Rs. 253.60 Lacs in the previous financial year which shows an increase of 88.26% i.e. Rs. 223.85 Lacs. The Company has declared loss of Rs. 80,99,674 as compared to the loss of Rs. 91,13,681 in the previous financial year. The Company is mainly operating multimedia, Content Development and Education TV Segment. The copy of the audited accounts together with the independent Auditors Report is provided in a separate section of this Annual Report. The Company has two TV Channels one "JAN TV", Satellite TV channel and "JAN TV PLUS", an Infotainment Channel. Currently it is available on various cable networks across India and also available live on jantvplus.in

Dividend

Keeping the good financial position of the Company & maintaining continuous reward to its shareholders, your Directors are pleased to recommend a dividend @20% i.e. Rs. 0.40/- per Equity share of Rs. 2/- each for the Financial Year 2013-14, subject to approval of the shareholders at the ensuing Annual General Meeting.

Financial Year Dividend Rate

1999-00 20%

2000-01 25%

2001-02 10%

2002-03 25%

2003-04 25%

2004-05 25%

2005-06 30%

2006-07 30%

2007-08** 15%

2008-09*** 10%

2009-10 10%

2010-11**** 15%

2011-12 15%

2012-13 20%

Dividend declared & paid during last 14 (Fourteen) years:

Book Value per Share:

Details of book value during the last 14 (Fourteen) years are as under:

Financial No of Shares Face Value Book Value Year per share Per share (in Rs.)

1999-00 5,00,000 10 42.28

2000-01 5,025,000 10 55.74

2001-02 5,025,000 10 65.60

2002-03 5,025,000 10 69.00

2003-04 5,025,000 10 79.90

2004-05 5,025,000 10 90.79

2005-06 5,025,000 10 98.73

2006-07 5,025,000 10 105.89

2007-08** 25,125,000** 2 (10) 22.79

2008-09*** 502,50,000*** 2 13.10

2009-10 502,50,000 2 14.47

2010-11****7,91,25,188**** 2 12.26

2011-12 7,91,25,188 2 12.97

2012-13 7,91,25,188 2 13.92

2013-14 79125188 2 14.74

**Equity share of face value of Rs.10 each subdivided into equity share of Face value of Rs. 2/- each. Record date for the same was October 15, 2007.

*** The Company granted bonus issue in the ratio of 1:1. Record date for the same was December 26, 2008.

****The Company granted bonus issue in the ratio of 1:2. Record date for the same was October 20, 2010.

**** Preferential issue of 37.50 Lacs Equity shares allotted on November 4, 2010.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, Directors state therein that:

(a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations and disclosures relating to material departures.

(b) The Directors have selected relevant accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the profit of the Company for the period.

(c) The Directors had taken proper and sufficient care 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.

(d) The annual accounts have been prepared on a going concern basis.

Fixed Deposits/Deposits from Public

During the financial year 2013-14, your Company has not accepted any fixed deposits nor renewed any deposit, falling within the definition of Section 73, 74 of the Companies Act, 2013.

Listing of Shares

Your Company''s shares are listed at Bombay Stock Exchange, National Stock Exchange and Calcutta Stock Exchange Limited and the listing fee for the year 2014-15 has been duly paid.

Board of Directors/Key Managerial Personal and Meetings of Board

Four (4) meetings of Board were held during this financial year.

Appointments:-

Pursuant to the provisions of Section 149 and Rule 3 of Companies (Appointment and Qualification) Rules, 2014 Company has appointed a Woman Director, Dr. Anjila Saxena. Pursuant to section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Anjila Saxena was also appointed as an Additional Director designated as an Independent Director w.e.f. August 1, 2014 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing her for appointment as an Independent Director. In terms of the Articles of Association of the Company, she meets 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.

Re-appointments/ Retirements:-

Mr. Ajay Kumar Surana, being eligible for appointment, seeks re-appointment at the ensuing Annual General Meeting. An appropriate resolution for his re-appointment is being placed before you for your approval at the ensuing Annual General Meeting. The brief Resume of the aforesaid Director and other information has been detailed in the notice. Your Directors recommend his re-appointment as Directors of your Company.

Mr. Surendra Kumar Surana, being eligible for appointment, seeks re-appointment at ensuing Annual General Meeting. Appropriate resolution for his re-appointment is being placed before you for your approval at the ensuing Annual General Meeting. The brief Resume of the aforesaid Director and other information has been detailed in the notice. Your Directors recommend his re-appointment as Managing Director/Chief Executive Officer of your Company.

Mr. Ghisa Lal Chaudhary, who ceases at ensuing Annual General Meeting, does not seek re-appointment.

In view of the provisions of Companies Act, 2013, read with the provisions of the Listing Agreement, one half of the Directors on the Board of the Company are required to be independent Director. The Independent Directors are not being considered for the purpose of determining the directors liable to retire by rotation. Three of the existing directors, viz. Mr. Ramesh Chand Jain, Mr. Stephen Carl Viehman and Mr. Rajendra Prasad Udawat are independent Director. So far as per the above-referred three independent directors are concerned, at the ensuing Annual General Meeting of the company they would be appointed as the Independent Director of the Company for a term of one, two & two consecutive years respectively commencing from the April 1, 2014.

Disclosures/Declarations

Company has also received the requisite disclosure/declaration from the entire Directors of Compucom Software Limited as per section 149(6), 164 (2) and 184(1) of Companies Act, 2013.

Corporate Social Responsibility Committee

As required under Section 135 of companies Act, 2013During the year, the Board of Directors has constituted the Corporate Social Responsibility(CSR) Committee for formulating and recommending to Board, a Corporate Social Responsibility policy (CSR Policy) which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, to recommend the amount of expenditure to be incurred on the activities and to monitor the Corporate Social Responsibility Policy of the Company from time to time

Auditors and Auditors'' Report

M/s S. Misra & Associates, Chartered Accountants, Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the reappointment, if made, would be within the prescribed limits under Section 139 of Companies Act, 2013 and that they are not disqualified for such re- appointment within the meaning of the Act. As per the new provisions of the Companies Act, 2013 they are being re-appointed for three years. The Board of Directors in its meeting held on August 1, 2014 has recommended the appointment of M/s S. Misra& Associates as Statutory Auditors of the Company at the ensuing Annual General Meeting..

There are no reservations, qualifications or adverse remarks contained in the auditor''s Report attached to the balance sheet as at 31st March, 2014.Information refereed in the Auditor''s Report are self-explanatory and don''t call for any further comments.

Cost Audit Report

Pursuant to the Companies (Cost Audit Report) Rules 2011, the Cost Audit Reports and the Compliance Report for the financial year 2012-13 were filed by the Cost Auditor for electricity on 28th September, 2013 on the Ministry of Corporate Affairs Web Site.

Corporate Governance Report, Management Discussion and Analysis Report and Corporate Social Responsibility Report

As per the Clause 49 of the Listing Agreement entered into with the Stock Exchanges, Corporate Governance Report with a certificate from auditors of the Company and a Management Discussion and Analysis Report and Corporate Social Responsibility Report are attached which forms part of this report.

Secretarial Audit Report

As a measure of good corporate governance practice Company has obtained the Secretarial Compliance Report from M/s. V.M. & Associates for the financial year ended on 31st March, 2014 as annexed with the annual report.

In the line with the requirement of section 204 of the Companies Act, 2013 and as recommended by Audit Committee, the Board of Directors of the Company has appointed M/s. V.M. & Associates, Company Secretaries, to conduct secretarial audit on compliances of the Company for the financial year 2014-15.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange and Outgo

Disclosure under Section 217(1) (e) of Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure "A".

Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, no employee is drawing remuneration at or above the limits mentioned therein.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

The Company has transferred a sum of Rs.1,66,405 (Rupees One Lac Sixty Six Thousand Four Hundred Five only) during the year to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 205(C) the Companies Act, 1956 The said amount represents unclaimed dividend pertaining to financial year 2005-06 and 2006-07(Interim) which was lying in unpaid dividend account of the Company for a period of seven years.

Human Resource Management

Your Company draws its strength from a highly engaged and motivated workforce, whose collective passion and commitment has helped the organization scale new heights. Human Resource policies and processes have evolved to stay relevant to the changing demographics, enhance organizational agility and remain compliant with the changing regulatory requirements. The company has created a favorable work- environment that encourages innovation and nurturing of commercial and managerial talents in its operations.

TRADE RELATIONS

The Company maintained healthy, cordial and harmonious Industrial relations at all levels. The Directors wish to place on record their appreciation for the valuable contribution by the employees of the Company.

Quality Assurance

Sustained commitment to the highest levels of quality, best in class service management and robust information security practices helped the Company attain the following milestone during the year.

The Company is an ISO 9001:2000 organization, certified by Det Norske Veritas (DNV) since 1998. These standards enable us to identify risks at the initial planning stage of the project. The Company firmly believes in the pursuits of excellence to compete in this emerging and growing software market. Our focus has been on providing quality products and services to our customers.

The Company achieved CMMI level-3 certification and continues to implement the certification quality level in its operation.

Acknowledgement

The Directors take this opportunity to thank all Investors, associates and business partners, clients, strategic alliance partners, technology partners, vendors, financial institutions/banks, regulatory and government authorities, media and stock exchanges, for their continued support during the year. The Directors place on record their appreciation of the contribution made by all the employees at all levels for their dedicated service and continued excellent work throughout the year.

For and on behalf of the Board

Surendra Kumar Surana Shubh Karan Surana

Managing Director & CEO Director

Jaipur

August 1, 2014

Mar 31, 2013

To the Members

The Directors have immense pleasure in presenting their 19th Annual Report on the business and operations of the Company for the year ended March 31, 2013.

Financial Results: (Rs. in Lacs)

The highlights of the financial results for the Financial Year 2012-2013 are as follows:

Particulars 31.03.2013 31.03.2012

Total Income 7,347.59 7,182.65

Total Expenses 3,768.97 2,962.14

Operating Profit (PBDIT) 3,578.6 4,220.51

Interest 440.47 528.30

Depreciation 1,843.40 2,463.16

Profit before Tax 1294.75 1,229.05

Provision for Income Tax including Deferred Tax 425.73 119.92

Net Profit after Tax 869.02 1,109.13

Appropriation

Dividend 316.50 237.38

Dividend Tax 51.34 38.50

Transfer to General Reserve 100.00 100.00

Total Appropriations 467.84 375.88

Earning per Share: Basic and Diluted (in Rs.)

Considering Extraordinary Items 1.10 1.40

Without Considering Extraordinary Items 1.10 1.40

Results of Operations:

Total revenues earned during the year amounted to Rs. 7347.59 Lacs compared to that of Rs. 7182.65 Lacs in the previous Financial Year. During the year under review, the income from operations was Rs. 7127.72 Lacs compared to Rs. 6995.32 Lacs in the previous Financial Year. This reflects increase of Rs.132.40 Lacs, which is mainly due to the increase of income from Learning Solution business segment. The profit before tax has increased from Rs. 1229.05 Lacs in the previous Financial Year to Rs. 1294.75 Lacs in the current Financial Year.

The profit before interest, depreciation and tax during this period is Rs. 3578.62 Lacs as compared to the previous Financial Year PBIDT i.e. Rs.4220.51 Lacs.

As required by AS- 21, Consolidated Financial Statements are provided in the later Section of the Annual Report.

Business Operations:

(1) Software & E-Governance Services:

During the year, the Company focused on the areas where higher margin was available with low risk factors. The revenue generated from this segment during the Financial Year 2012-13 was Rs. 584.99 Lacs as against Rs. 695.00 Lacs during the last Financial Year. This reflects a decrease of 15.83% i.e. Rs. 110.01 Lacs due to successful closure of JVVNL, Jaipur & Kota Project.

Profit earned from this segment amount to Rs. 184.43 Lacs as compared to that of Rs. 246.93 Lacs during the previous Financial Year, which has resulted a decrease of 25.31% i.e. Rs. 62.50 Lacs.

(2) Learning Solutions:

During this year revenue from this segment amounted to Rs. 6334.30 Lacs against the last year revenue of Rs. 6096.27 Lacs which shows an increase in revenue by 3.90% i.e. Rs. 238.03 Lacs.

Learning Solution Segment mainly comprises ICT Phase I, ICT Phase II, ICT Bihar, Delhi School Project, CALP I, CALP II, CATP and other projects. The Company has total 6850 Govt. Schools and over 2 million learners under its educational umbrella. The Company has successfully implemented the two big educational projects, first is ICT Project-Phase I, involving 2292 Govt. higher secondary schools, going to complete in the month of June 2013 which has been further extended upto December 2013. Second educational project completed in December 2012 is Delhi School Project, involving 568 schools. During the year 2012, the Company has been awarded one more project, ICT Bihar worth Rs. 46.72 Crore, it has 336 Govt. Schools of Bihar. Up to March, 2013 it has been implemented in 300 schools. Further the Company has witnessed the successful implementation of the Computer Aided Training Programme, the total project value is 13.85

Crore in 1000 schools.The project has started from December 2012 & will complete in December 2017. Apart from this the other projects that are running successfully are CALP-I project, worth Rs. 10.68 crores for imparting training in 836 Govt. schools of Rajasthan, CALP II worth Rs.10.41 Crore includes 836 Govt. schools of Rajasthan and ICT Phase II worth Rs. 77.77 Crore, involving 1550 Govt. higher secondary schools.

The Company has massive plans for capturing the advantage of Indian education expenditure planned through Govt. of India promoted PPP models across India fueled by SSA (Sarva Shiksha Abhiyan).

(3) Wind Power Generation:

The Company had set up two wind power generation plants of 1.20 MW at Jaisalmer (Rajasthan), two at Sikar (Rajasthan) of 1.20 MW & One Plant at Krishna (Andhra Pradesh) of 0.8 MW. Total wind power generation capacity is 3.2 MW.The operation and maintenance of all these wind power project has been out-sourced to M/s Wind World India (previously known as Enercon India Limited) During the year revenue generated from this segment amounted to Rs. 208.43 Lacs in the current year as compared to Rs. 204.05 Lacs during the previous year ended on March 31, 2012. which shows an increase in the revenue by 2.15% i.e. Rs. 4.38 Lacs

(4) Treasury Activities: The revenue generated from this segment during the Financial Year 2012-13 was Rs. 219.87 Lacs as against Rs. 187.34 Lacs during the last Financial Year. During the year, the revenue generated from treasury operations has increased by 17.36% i.e. Rs. 32.53 Lacs. During the year most of the funds were invested in FDRs, where returns are lower but safe in comparison to equity-oriented funds.

(5) Status of Subsidiary Companies The Company has two subsidiary Companies:

(A) ITneer, Inc. is a wholly owned subsidiary Company of Compucom Software Limited. It has earned total revenue of US$ 7,02,823 during the Financial Year 2012-13 as compared to US$ 6,72,121 in the previous Financial Year. This reflects an increase of approx 4.57% i.e. US$ 30,702. The Company has declared a net profit of US$ 2,115 as compared to the profit of US$ 11,866 in the previous Financial Year which reflects a decrease of approx 82.17% i.e. US$ 9,751. The copy of the audited accounts, together with the independent Auditor''s Report, is provided in a separate section of this Annual Report.

(B) CSL Infomedia Pvt. Ltd. is another subsidiary Company of Compucom Software Limited. It has earned total revenue of Rs. 253.60 Lacs during the Financial Year 2012-13 as compared to Rs. 45.73 Lacs in the previous Financial Year which shows an increase of 454.56% i.e. Rs. 207.87 Lacs. The Company is mainly operating multimedia, Content Development and Education TV Segment. The copy of the audited accounts together with the Independent Auditors Report is provided in a separate section of this Annual Report.

Dividend

Keeping in view the good financial position of the Company & maintaining continuous reward to its shareholders, your Directors are pleased to recommend a dividend @ 20% i.e. Rs. 0.40/- per Equity share of Rs. 2/- each for the Financial Year 2012-13, subject to approval of the shareholders at the ensuing Annual General Meeting.

Dividend declared & paid during last 13 (Thirteen) years:

Financial Year Dividend Rate

1999-00 20%

2000-01 25%

2001-02 10%

2002-03 25%

2003-04 25%

2004-05 25%

2005-06 30%

2006-07 30%

2007-08** 15%

2008-09*** 10%

2009-10 10%

2010-11**** 15%

2011-12 15%

Book Value per Share: Details of book value during the last 14 (Fourteen) years are as under:

Financial No of Shares Face Value Book Value Year per share Per share (in Rs.)

1999-00 5,00,000 10 42.28

2000-01 5,025,000 10 55.74

2001-02 5,025,000 10 65.60

2002-03 5,025,000 10 69.00

2003-04 5,025,000 10 79.90

2004-05 5,025,000 10 90.79

2005-06 5,025,000 10 98.73

2006-07 5,025,000 10 105.89

2007-08** 25,125,000** 2 (10) 22.79

2008-09*** 502,50,000*** 2 13.10

2009-10 502,50,000 2 14.47

2010-11 **** 7,91,25,188**** 2 12.26

2011-12 7,91,25,188 2 12.97

2012-13 7,91,25,188 2 13.92

**Equity share of Face Value of Rs.10 each sub-divided into equity share of Face value of Rs. 2/- each. Record date for the same was October 15, 2007.

*** The Company granted bonus issue in the ratio of 1:1. Record date for the same was December 26, 2008.

****The Company granted bonus issue in the ratio of 1:2. Record date for the same was October 20, 2010.

**** Preferential issue of 37.50 Lacs Equity shares allotted on November 4, 2010.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, Directors state therein that:

(a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations and disclosures relating to material departures.

(b) The relevant accounting policies are applied consistently and the directors'' have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2013 and of the profit of the Company for the period.

(c) Proper and sufficient care has been taken in 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.

(d) The annual accounts have been prepared on a going concern basis.

Fixed Deposits

During the Financial Year 2012-13, your Company has not accepted any fixed deposits nor renewed any deposit, falling within the definition of Section 58A of the Companies Act, 1956.

Board of Directors

In accordance with the Companies Act, 1956 ("the Act") and Articles of Association of your Company, Mr. Rajendra Prasad Udawat was appointed as an Additional Director in the Board Meeting held on July 31, 2013.The Board recommends his appointment as a regular Independent Director of the Company liable to retire by rotation.

Mr. Shubh Karan Surana and Mr. Stephan Carl Viehman, being eligible for appointment, seek re-appointment at the ensuing AGM. Appropriate resolutions for their re-appointment are being placed before you for your approval at the ensuing AGM. The brief Resume of the aforesaid directors and other information has been detailed in the notice. Your directors recommend their re-appointment as directors of your Company.

Auditors and Auditors'' Report

M/s S. Misra & Associates, Chartered Accountants, Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed. The Board of Directors in its meeting held on July 31, 2013 has recommended the appointment of M/s S. Misra & Associates as Statutory Auditors of the Company at the ensuing Annual General Meeting. The Auditors'' Report is self-explanatory and does not call for further explanation.

Cost Auditor and Cost Audit Report

Pursuant to Section 233B(2) of the Companies Act 1956, and in terms of the Central Government''s approval the Board of Directors on the recommendation of the Audit Committee appointed Mr. R. K. Bhandari, Cost Accountant, as the Cost Auditor of

the Company for the F.Y. 2012-13 under review relating to generation of electricity. Mr. R. K. Bhandari has confirmed that his appointment is within the limits of Section 224 (1B) of the Companies Act,1956 and has certified that he is free from any disqualification specified under Section 233B(5) read with Section 224 Sub Section (3) or Sub Section (4) of Section 226 of the Companies Act,1956.

The Audit Committee has also received a certificate from the Cost Auditor certifying his independence and Arm''s length relationship with the Company. Pursuant to the Companies (Cost Audit Report) Rules 2011, the Cost Audit Reports and the Compliance Report for the Financial Year 2011-12 were filed by the Cost Auditor for electricity on February 28, 2013 on the Ministry of Corporate Affairs Website. The due date for filing the Cost Audit Reports for the Financial Year 2012-13 is September 30, 2013.

Corporate Governance Report, Management Discussion and Analysis Report and Corporate Social Responsibility Report

As per the Clause 49 of the Listing Agreement entered into with the Stock Exchanges, Corporate Governance Report with a certificate from auditors of the Company and a Management Discussion and Analysis Report and Corporate Social Responsibility Report are attached and form part of this report.

Secretarial Compliance Report

As a measure of good corporate governance practice, the Board of Directors of the Company had appointed V. M. & Associates, Company Secretaries, to conduct secretarial audit on compliances of the Company. The Secretarial Compliance Report for the Financial Year ended on March 31, 2013 is provided in the Annual Report.

Jan TV-A Satellite TV Channel

"Jan TV", Satellite TV channel of Compucom Software Limited''s subsidiary Company CSL Infomedia Pvt. Ltd. completed one successful year and celebrated its first anniversary on May 13, 2013. Jan TV has also started its Bihar/Jharkhand bureau which will focus on local news from the States of Bihar and Jharkhand.

Our second satellite TV Channel "Jan TV PLUS" (an Infotainment Channel) has also been launched on March 28, 2013. Currently it is available on BSNL IPTV Channel No. 173 and on other cable networks in Rajasthan. It is also available live on

jantvplus.in.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange and Outgo

Disclosure under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are given in the Annexure "A".

Particulars of Employees

As required by the provisions of Sub-Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, no employee is drawing remuneration at or above the limits mentioned therein.

Human Resource Management

Compucom Software Limited draws its strength from a highly engaged and motivated workforce, whose collective passion and commitment has helped the organization scale new heights. Human Resource policies and processes have evolved to stay relevant to the changing demographics, enhance organizational agility and remain compliant with the changing regulatory requirements. The Company has created a favorable work-environment that encourages innovation and nurturing of commercial and managerial talents in its operations.

Quality Assurance

Sustained commitment to the highest levels of quality, best in class service management and robust information security practices helped the Company to attain the various milestones.

The Company is an ISO 9001:2000 organization, certified by Det Norske Veritas (DNV) since 1998. These standards enable us to identify risks at the initial planning stage of the project. The Company firmly believes in the pursuits of excellence to compete in this emerging and growing software market. Our focus has been on providing quality products and services to our customers.

The Company achieved CMMI level-3 certification and continues to implement the certification quality level in its operation.

Acknowledgement

The Directors take this opportunity to thank all Investors, associates and business partners, clients, strategic alliance partners, technology partners, vendors, financial institutions/banks, regulatory and government authorities, media and stock exchanges, for their continued support during the year. The Directors place on record their appreciation of the contribution made by all the employees at all levels for their dedicated service and continued excellent work throughout the year.

For and on behalf of the Board

Surendra Kumar Surana Shubh Karan Surana

Managing Director & CEO Director

Jaipur

July 31, 2013

Mar 31, 2012

The Directors have immense pleasure in presenting their report on the business and operations of the Company for the year ended March 31, 2012.

Financial highlights:

(Rs. in Lacs)

The highlights of the financial results for the financial year 2011-2012 are as follows:

Particulars 31.03.2012 31.03.2011

Total Income 7,182.65 7,286.97

Total Expenses 2,962.14 3,138.28

Operating Profit (PBDIT) 4,220.51 4,148.69

Interest 528.30 488.29

Depreciation 2,463.16 2,125.71

Profit before Tax 1,229.05 1,534.69

Provision for Income Tax including Deferred Tax 119.92 331.87

Net Profit after Tax 1,109.13 1,202.82

Appropriation

Dividend 237.38 237.38

Dividend Tax 38.50 39.42

Transfer to General Reserve 100.00 100.00

Total Appropriations 375.88 376.80

Earning per Share: Basic and Diluted (in Rs.)

Considering Extraordinary Items 1.40 1.56

Without Considering Extraordinary Items 1.40 1.56

Results of operations : Total revenues earned during the year amounted to Rs. 7,182.65 Lacs compared to that of Rs. 7,286.97 Lacs in the previous Financial Year. The profit before tax has Decreased from Rs. 1,534.69 Lacs in the previous financial year to Rs. 1,229.05 Lacs in the current financial year. During the year under review, the income from operations was Rs. 6,995.32 Lacs compared to Rs. 7,102.49 Lacs in the previous financial year. This reflects decrease of Rs.107.17 Lacs, which is mainly due to the decrease in income from learning solution business segment.

The profit before interest, depreciation and tax during this period is Rs. 4,220.51 Lacs as compared to the previous financial year PBIDT i.e. Rs.4,148.69 Lacs.

As required by AS-21, Consolidated Financial Statements are provided in the later Section of the Annual Report.

Business Review

(1) Learning Solutions:

During this year revenue from this segment amounted to Rs. 6,096.27 Lacs against the last year revenue of Rs.6,107.62 Lacs which shows a decrease in revenue by Rs.11.35 Lacs i.e. 0.19%.

Learning Solution Segment mainly comprises ICT Phase I, ICT Phase II, ICT Bihar, Delhi School Project, CALP I, CALP II. The Company has total 6418 Govt. Schools and 2 million learners under its educational Umbrella. The Company has so far successfully implemented various educational projects viz. ICT Phase-I worth Rs. 141 Crores involving 2292 Govt. Higher Secondary Schools, ICT Phase II worth Rs. 77.77 Crores involving 1550 Govt. Higher Secondary Schools, Delhi School project worth Rs. 14.82 Crores involving 568 schools. Out of these projects, the ICT Phase I and Delhi Project got completed in June 2012. However the Govt. of Rajasthan has extended ICT Phase I project for further 1 year i.e. upto June 30, 2013. During the year 2012 the company has bagged one more project of ICT from Govt. of Bihar worth Rs. 46.71 Crores involving 336 Schools. Further the company has successfully implemented CALP-I and CALP-II projects in 836 Primary Schools each worth RS. 10.68 Crores and Rs. 10.41 Crores respectively. All the above projects are running successfully.

The Company has massive plans for capturing the advantage of Indian education expenditure planned through Govt. of India promoted PPP model across India fueled by SSA (Sarva Shiksha Abhiyan).

(2) Software & E-Governance Services: During the year, the Company focused on the areas where higher margin was available with low risk factors. The revenue generated from this segment during the Financial Year 2011-12 was Rs. 695.00 Lacs as against Rs. 804.04 Lacs during the last Financial Year. This reflects a decrease of 13.56 % i.e. Rs. 109.04 Lacs due to lower spending by the Govt. Deptt.& fear of recession.

Profit earned from this segment amounts to Rs. 246.93 Lacs as compared to that of Rs. 358.52 Lacs during the previous Financial Year, which has resulted a decrease of 31.13%. The ratio of the segmental profit to the segmental revenue has decreased by 9.07% from 44.59% to 35.52% as compared to the previous Financial Year.

Your Company has been awarded the contract by JdVVNL for "Providing Manpower for Operation of Customer Care Center under R-APDRP at Jodhpur" for 3 years which has valuation of Rs. 3.02 Crores approx. We have started the operations under this project w.e.f. January 2012. The JVVNL project for Jaipur and Kota cities, which expired on April 30, 2012 has been extended by the department for further 1 year i.e. up to April 30, 2013. JVVNL has also given an increase of 18% on the overall rates for executing this project for this extended period of 1 year. Under this project your Company has to provide the call center, fault rectification and CSC (Customer Service Centre) services and we are pleased to announce that we are successfully running the project. The project with JdVVNL for providing IT enabled call center services at Bikaner City has been successfully completed in February 2012.

(3) Wind Power Generation:

The Company had set up two wind power generation plants of 1.20 MW at Jaisalmer (Rajasthan), two at Sikar (Rajasthan) of 1.20 MW & One Plant at Krishna (Andhra Pradesh) of 0.8 MW. Total wind power generation capacity is 3.2 MW.The operation and maintenance of all these wind power project has been out-sourced to M/s Enercon India Ltd.. During the year revenue generated from this segment amounted to Rs.204.05 Lacs in the current year as compared to Rs. 190.83 Lacs during the previous year ended on March 31, 2011.which shows an increase in the revenue by Rs. 13.22 Lacs i.e. 6.93%.

(4) Treasury Activities:

Treasury income includes capital gains, dividends from mutual funds and equity shares, interest on FDRs etc. During the year, the revenue generated from treasury operations has increased by Rs. 2.86 Lacs mainly due to increase in interest income on FDRs. During the year most of the funds was invested in FDRs, where returns are lower but safe in comparison to equity-oriented funds.

(5) Subsidiary Companies: The Company has two subsidiary Companies:

(a) ITneer, Inc. is a wholly owned subsidiary Company of Compucom Software Limited. It has earned total revenue of US$ 6,72,121 during the Financial Year 2011-12. This reflects an increase of approx 56.85% as compared to the previous Financial Year. The Company has declared a net profit of US$ 11,866 as compared to the Profit of US$ 6,428 in the previous Financial Year. The copy of the audited accounts, together with the Independent Auditor's Report, is provided in a separate section of this Annual Report.

(b) CSL Infomedia Pvt. Ltd. is another subsidiary Company of Compucom Software Limited. It has earned total revenue of Rs. 45.73 Lacs during the Financial Year 2011-12. The Company is mainly operating multimedia, Content Development and Education TV Segment. The copy of the audited accounts together with the Independent Auditor's Report is provided in a separate section of this Annual Report.

Employee Stock Options :

In 1999, the Company issued 1,00,000 Equity Shares of Rs. 10/- face value at par to Compucom Software Limited Employee Welfare Trust for the benefit of the employees and created a stock option plan. These shares have been irrevocably granted to the trust and are used for the benefit of the employees. As on March 31, 2012 the Trust has the ownership of 30,18,579 unutilized shares. During the Financial Year 2011-12, the Company has not issued fresh stock options.

Directors' Responsibility Statement :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, Directors state therein that:

(a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations and disclosures relating to material departures.

(b) The relevant accounting policies are applied consistently and the directors have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2012 and of the profit of the Company for the period.

(c) Proper and sufficient care has been taken in 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.

(d) The annual accounts have been prepared on a going concern basis.

Dividend :

Keeping the very good financial position of the Company & maintaining continuous reward to its shareholders, your Directors are pleased to recommend a dividend @15% i.e. Rs. 0.30/- per Equity share of Rs. 2/- each for the Financial Year 2011-12, subject to approval of the shareholders at the ensuing Annual General Meeting,

Dividend declared & paid during last 12 (Twelve) years

Financial Year Dividend Rate

1999-00 20%

2000-01 25%

2001-02 10%

2002-03 25%

2003-04 25%

2004-05 25%

2005-06 30%

2006-07 30%

2007-08** 15%

2008-09*** 10%

2009-10 10%

2010-11**** 15%

Book Value Per Share: Details of book value during the l

Financial No of Shares Face Value Book Value Year per share Per share (in Rs.)

1999-00 5,000,000 10 42.28

2000-01 5,025,000 10 55.74

2001-02 5,025,000 10 65.60

2002-03 5,025,000 10 69.00

2003-04 5,025,000 10 79.90

2004-05 5,025,000 10 90.79

2005-06 5,025,000 10 98.73

2006-07 5,025,000 10 105.89

2007-08** 25,125,000** 2(10) 22.79

2008-09*** 502,50,000*** 2 13.10

2009-10 502,50,000 2 14.47

2010-11**** 7,91,25,188**** 2 12.26

2011-2012 7,91,25,188 2 12.97

**Equity share of face value of Rs.10 each subdivided into equity share of Face value of Rs. 2/- each. Record date for the same was October 15, 2007.

*** The Company granted bonus issue in the ratio of 1:1. Record date for the same was December 26, 2008.

****The Company granted bonus issue in the ratio of 1:2. Record date for the same was October 20, 2010.

**** Preferential issue of 37.50 Lacs Equity shares allotted on November 4, 2010.

Fixed Deposits :

During the Financial Year 2011-12, your Company has not accepted any fixed deposits nor renewed any deposit, falling within the definition of Section 58A of the Companies Act, 1956.

Awards &Achievement :

During the Financial year 2011-12, your Company has been honoured by the Govt. of Rajasthan. The Chief Minister, Govt. of Rajasthan has conferred Excellence award for IT Export, Education and E-Governance. The award was given on January 18, 2012.

Inauguration of Jan TV -A Satellite TV Channel :

"Jan TV" , Satellite TV channel of Compucom Software Limited's subsidiary Company CSL Infomedia (P) Ltd., was inaugurated by Shri Ashok Gehlot, Chief Minister of Rajasthan on May 13, 2012.

On this occasion, Chief Minister praised the efforts of Compucom, to bring innovations in education sector. He wished that Jan TV would become vehicle of transformation in Education, Employment, Entertainment and News.

Elaborating about plans for Jan TV, Director of CSL Infomedia, Shri S.K. Surana said that Jan TV will have 2 Million Eye Balls

for which constructive programs like Computer Classes, Campus News, Employment Opportunities, Satellite Education, would provide value additions in the life of people of rural India.

Other Dignitaries who graced the occasion were Shri. Jitendra Singh (Minister of Information and Public Relations, Govt. of Rajasthan), Smt. Naseem Akhthar Insaaf (State Minister of Education, Govt. of Rajasthan) and Shri Ghanshyam Tiwari (Deputy Leader-Opposition and Ex. Education Minister, Govt. of Rajasthan)

Besides this, Officials from various Govt. Departments, RIICO, Journalists, Educationists and Artists were present.

Jan TV is available across India on Reliance Big TV DTH on channel no. 422 and BSNL IPTV Channel No. 174. It is also available with local cable operators who have signed-up with the Company and across the globe through its portal www.jantv.in.

Jan TV will use satellite technology to augment its Educational initiatives and focus on Employment Generation and Skill Development areas specially targeting Rural and Semi-urban Population.

Company also plans to cater needs of Agricultural, Healthcare and Tourism programs to cover wider section of society through its TV Channel.

Compucom Software Limited, apart from IT Software, Education, E-Governance is working towards establishing its strong mark in Satellite Education, Media Services, Non-Conventional Energy and Tutorial Services.

Board of Directors :

In accordance with the Companies Act, 1956 ("the Act") and Articles of Association of your Company, Mr. Ramesh Chand Jain was appointed as an Additional Director in the Board Meeting held on August 1, 2012. The Board recommends his appointment as a regular Independent Director of the Company, liable to retire by rotation.

Dr. Anjila Saxena and Mr. Rajendra Prasad Udawat, Directors of the Company are liable to retire by rotation.The Board places on record their valuable contribution made by them during their tenure as an Independent Director of the Company.

Listing of Equity Shares at NSE :

During the Financial Year 11-12, the Equity shares of Compucom Software Limited have been admitted for trading at National Stock Exchange of India Limited (NSE) w.e.f. March 2, 2012.

The NSE symbol is: COMPUSOFT & Series is : EQ.

Forfeiture of Warrants :

During the year 2010-11 the Company had issued Twenty Five Lacs (25,00,000) convertible warrants to Promoter Group Company (Compucom Technologies Private Limited), which have been forfeited on May 3, 2012 due to non exercising the option for conversion & the application money of Rs. 1,58,50,000/- (Rupees One Crore Fifty Eight Lacs & Fifty Thousand) deposited by Compucom Technologies Private Limited at time of allotment of warrants, forfeited and transferred to Capital Reserve.

Auditors and Auditors' Report :

M/s S.Misra & Associates, Chartered Accountants, Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed. The Board of Directors in its meeting held on August 1, 2012 has recommended the appointment of M/s S. Misra & Associates as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Auditors' Report is self-explanatory and does not call for further explanation.

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

Disclosure under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are given in the Annexure "A".

Particulars of Employees :

As required by the provisions of Sub-Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, no employee is drawing remuneration at or above the limits mentioned therein.

Human Resource Management and Employee Relation :

Employees are vital assets of the Company. The Company has created a favorable work-environment that encourages innovation and nurturing of commercial and managerial talents in its operations. The Company also provides sharing of ownership of the Company through employee stock option scheme, wherein stock options are granted based on the cadre of the employees and the policy prevailing in the organization. The Company continues to have cordial relation with its employees.

Quality Assurance :

Your Company is an ISO 9001:2000 organization, certified by Det Norske Veritas (DNV) since 1998. These standards enable us to identify risks at the initial planning stage of the project. The Company firmly believes in the pursuits of excellence to compete in this emerging and growing software market. Our focus has been on providing quality products and services to our customers.

Your Company achieved CMMI level-3 certification and continues to implement the certification quality level in its operation. Corporate Governance :

A report on Corporate Governance, along with a certificate from auditors of the Company, regarding the Compliance of condition of Corporate Governance, as also the Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement are annexed to this report.

Secretarial Compliance Report :

As a measure of good corporate governance practice, the Board of Directors of the Company had appointed V.M.& Associates,

Company Secretaries, to conduct secretarial audit on compliances of the Company. The Secretarial Compliance Report for the financial year ended on March 31, 2012 is provided in the annual report.

Acknowledgement :

The Directors take this opportunity to thank all Investors, associates and business partners, clients, strategic alliance partners, technology partners, vendors, financial institutions/banks, regulatory and government authorities, media and stock exchanges for their continued support during the year. The Directors place on record their appreciation of the contribution made by all the employees at all levels for their dedicated service and continued excellent work throughout the year.

For and on behalf of the Board

Surendra Kumar Surana Shubh Karan Surana

Managing Director & CEO Director

Jaipur

August 1, 2012

Mar 31, 2011

Directors' Report to the Members

The Directors have immense pleasure in presenting their report on the business and operations of the Company for the year ended March 31, 2011.

Financial Highlights : (Rs. in Lacs)

The highlights of your Company's financial results for the financial year April 1, 2010 to March 31, 2011 are as follows:

Particulars 31.03.2011 31.03.2010

Total Income 7,286.97 6079.38

Total Expenses 3,138.28 2812.87

Operating Profit (PBDIT) 4,148.69 3266.51

Interest 488.29 502.80

Depreciation 2,125.71 1645.54

Profit before Tax 1,534.69 1118.17

Provision for Income Tax including Deferred Tax 331.87 190.59

Net Profit after Tax 1,202.82 927.58

Appropriation

Dividend 237.38 100.50

Dividend Tax 39.42 17.08

Transfer to General Reserve 100.00 100.00

Total Appropriations 376.80 217.58

Earning per Share: Basic and Diluted (in Rs.)

Considering Extraordinary Items 1.56 1.23

Without Considering Extraordinary Items 1.56 1.23

Results of Operations : Total revenues earned during the year amounted to Rs. 7,286.97 Lacs compared to that of Rs. 6,079.38 Lacs in the previous Financial Year. The profit before tax has increased from Rs. 1,118.17 Lacs in the previous Financial Year to Rs. 1,534.69 Lacs in the current Financial Year. During the year under review, the income from operations was Rs. 7,102.49 Lacs compared to Rs. 5,943.16 Lacs in the previous Financial Year. This reflects an increase of Rs.1,159.33 Lacs, which is mainly due to the increase of income from learning solution business segment.

The profit before interest, depreciation and tax during this period is Rs. 4,148.69 Lacs as compared to the previous Financial Year PBIDT i.e. Rs. 3,266.51 Lacs.

As required by AS- 21, Consolidated Financial Statements are provided in the later section of the Annual Report.

Business Review :

(1) Software & E-Governance Services : During the year, the Company focused on domestic Software services and E-Governance opportunities, looking at the bleak scenario in USA. The revenue generated from the software segment during the Financial Year 2010-11 was Rs. 804.04 Lacs as against Rs. 985.24 Lacs during the last Financial Year. This reflect a decrease of 18.39 % i.e. Rs. 181.20 Lacs. Decline in the overseas business is due to slowdown in US Economy.

Profit earned from this segment amount to Rs. 358.52 Lacs as compared to that of Rs. 477.95 Lacs during the previous Financial Year, which has resulted a decrease of 25%. The ratio of the segmental profit to the segmental revenue has decreased by 3.92 % from 48.51% to 44.59% as compared to the previous Financial Year.

During the year end, JdVVNL has further extended their contract for providing and operating IT enabled call center services at Bikaner city for the next six months up to December 31, 2011 or till the finalization of the new tender. JdVVNL has recently issued LOI to the Company for "Providing Manpower for operation of Customer Care Centre under R-APDRP at Jodhpur" and agreement for the same has been signed with JdVVNL. This is a 3(Three) year project and total valuation of the project is approx. Rs. 3.02 Crores. Compucom is also executing the JVVNL order on BOOT basis of contract value of Rs. 11.38 Crores in Jaipur city and at Kota city value of Rs. 4.81 Crores. Under this contract your Company is providing the call center, fault rectification and CSC services, which are running successfully and widely appreciated.

(2) Learning Solutions : Company now has 6082 schools and 2 million learners under its educational umbrella. The Company is successfully implementing the two big educational projects, first is ICT Project by secondary education department, Govt. of Rajasthan for providing computer education on BOOT basis in 2292 schools of Rajasthan. The second project is an IT Project on BOOT basis in 568 Government schools of Delhi. Company has witnessed the successful implementation of the Computer Aided Learning Program (CALP) project for imparting training in 836 Govt. schools of Rajasthan worth Rs.10.68 Crores. We are pleased to inform you that during the year under review your Company has successfully implemented ICT-II project in 1550 Schools worth Rs. 77.77 Crores and CALP II project in 836 Schools worth Rs. 10.41 Crores. The Company has massive plans for capturing the advantage of Indian education expenditure planned through Govt. of India promoted PPP model across India fueled by SSA (Sarva Shiksha Abhiyan).

During the year under review revenue generated from learning solution business amounts to Rs. 6107.62 Lacs while the revenue generated in the previous Financial Year was Rs. 4761.16 Lacs, reflecting an increase of Rs. 1346.46 Lacs i.e. 28.28%. The increase is mainly due to execution of ICT II and CALP II projects of Govt. of Rajasthan. Profit earned from this segment has increased by 107.37 % to Rs. 927.47 Lacs in comparison to Rs. 447.25 Lacs in the previous Financial Year, which is mainly due to execution of high profit margin projects like new ICT/CALP II projects. In terms of ratio of segment profit to segment revenue it has increased to 15.19 %. Profit generated from this segment is 59.81% as compared to 38.69% of the previous Financial Year.

(3) Wind Power Generation : The Company owns four wind power generation plants of 0.60 MW each, two at Jaisalmer and two at Sikar in Rajasthan. Company also owns a 0.8 MW Plant at Krishna (Andhra Pradesh). The Company has total installed Wind Power capacity of 3.2 MW. The operation and maintenance of the wind power project has been out- sourced to Enercon India Ltd. The revenue generated from this segment amounted to Rs. 190.83 Lacs in the current year as compared to Rs. 196.76 Lacs during the previous year ended on March 31, 2010.

(4) Treasury Activities : Treasury income includes capital gains, dividends from mutual funds and equity shares, interest on FDRs etc. During the year, the revenue generated from treasury operations has increased by Rs. 48.26 Lacs mainly due to increase in interest income on FDRs. During the year most of the funds were invested in FDRs, where returns were lower but safe in comparison to equity-oriented funds.

(5) Subsidiary Companies :

(a) ITneer Inc. is a wholly owned subsidiary of Compucom Software Limited. It has earned total revenue of US$ 4,28,492 during the Financial Year 2010-11. This reflects a decrease of approx. 27.36% as compared to the previous Financial Year. The Company has declared a net profit of US$ 6,428 as compared to the loss of US$ 15,848 in the previous Financial Year. The copy of the audited accounts together with the independent Auditors' Report is provided in a separate section of this Annual Report.

(b) CSL Infomedia Pvt. Ltd. is another subsidiary of Compucom Software Limited. It has earned total revenue of Rs. 24.55 Lacs during the Financial Year 2010-11. The Company is mainly operating in Multimedia, Content Development and Educational TV Segment. The copy of the audited accounts together with the independent Auditors' Report is provided in a separate section of this Annual Report.

Employee Stock Options :

In 1999, the Company issued 1,00,000 Equity Shares of Rs. 10/- face value at par to Compucom Software Limited Employee Welfare Trust for the benefit of the employees and created a stock option plan. These shares have been irrevocably granted to the trust and are used for the benefit of the employees. As on March 31, 2011 the Trust has the ownership of 30,16,529 unutilized shares.

During the Financial Year 2010-11, the Company has not issued fresh stock options.

Directors' Responsibility Statement : Pursuant to Section 217 (2AA) of the Companies Act, 1956, Directors state therein that:

(a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations and disclosures relating to material departures.

(b) The relevant accounting policies are applied consistently and the directors' have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2011 and of the profit of the Company for the period.

(c) Proper and sufficient care has been taken in 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.

(d) The annual accounts have been prepared on a going concern basis.

Dividend : In view of the Company's profitable performance, your Directors are pleased to recommend, for approval of the Members at ensuing Annual General Meeting, a dividend @15% i.e. Rs. 0.30/- per equity share of Rs. 2/- each for the Financial Year 2010-2011.

Dividend declared & paid during last 11 (Eleven) years

Financial Year Dividend Rate

1999-00 20%

2000-01 25%

2001-02 10%

2002-03 25%

2003-04 25%

2004-05 25%

2005-06 30%

2006-07 30%

2007-08** 15%

2008-09*** 10%

2009-10 10%

Book Value per Share : Details of book value during the last 12 (Twelve) years is as under:

Financial No. of Shares Face Value Book Value Year per share Per share (in Rs.)

1999-00 5,000,000 10 42.28

2000-01 5,025,000 10 55.74

2001-02 5,025,000 10 65.60

2002-03 5,025,000 10 69.00

2003-04 5,025,000 10 79.90

2004-05 5,025,000 10 90.79

2005-06 5,025,000 10 98.73

2006-07 5,025,000 10 105.89

2007-08** 25,125,000 2 (10) 22.79

2008-09*** 502,50,000 2 13.10

2009-10 502,50,000 2 14.47

2010-11**** 7,91,25,188 2 12.26

**Equity share of face value of Rs. 10 each subdivided into equity share of Face value of Rs. 2/- each. Record date for the same was October 15, 2007.

*** The Company granted bonus issue in the ratio of 1:1. Record date for the same was December 26, 2008.

****The Company granted bonus issue in the ratio of 1:2. Record date for the same was October 20, 2010.

**** Preferential issue of 37.50 Lacs Equity shares allotted on November 4, 2010.

Fixed Deposits : During the Financial Year 2010-11, your Company had not accepted any fixed deposits nor renewed any deposit, falling within the definition of Section 58 A of the Companies Act, 1956.

Awards : The Govt. of Rajasthan has communicated that Company has been selected for Excellence Award for Export Performance during the Financial Year 2008-09.

Board of Directors : In accordance with the provisions of Articles of Association of your Company, Mr. Ajay Kumar Surana and Mr. Rajeev Sogani, Directors of the Company retire by rotation. Mr. Ajay Kumar Surana being eligible offer himself for reappointment. The Board recommends the reappointment of Mr. Ajay Kumar Surana. Mr. G. L. Chaudhary was appointed as an Additional Director in the Board Meeting held on August 9, 2011, sought to be appointed as a Director of the Company. The Board recommends the appointment of Mr. G. L. Chaudhary as a Director of the Company.

Issue of Bonus Shares : During the Financial Year 2010-11, the Company had rewarded the shareholders by allotting bonus shares in the ratio of 1:2 and made an allotment of 2,51,25,188 bonus shares of Rs. 2/- (two) each, to the eligible shareholders of the Company in the Board Meeting held on October 21, 2010. The said Bonus issue was recommended by the Board on July 31, 2010 and approved by the shareholders in the Annual General Meeting held on September 18, 2010. Record date for the same was October 20, 2010.

Preferential Issue : During the Financial Year 2010-11, the Board issued 25,00,000 convertible warrants and 37,50,000 Equity Shares of Rs. 2/- each, at an exercise price of Rs. 25.36/- in the Board Meeting held on November 4, 2010 as per the Special Resolution passed by the Company in its Extra Ordinary General Meeting held on October 25, 2010, to the following allottees:

S. No. NAME OF ALLOTTEE NO. OF EQUITY NO. OF CONVERTIBLE SHARES ALLOTTED WARRANTS ALLOTTED

1. Compucom Technologies Pvt. Ltd. (Promoter) 7,50,000 25,00,000

2. Rukmani Sales Pvt. Ltd. (Non-Promoter) 30,00,000 -

Total 37,50,000 25,00,000

In-Principle Approval for the same was received from Bombay Stock Exchange Ltd. on October 22, 2010. The above equity shares have been listed on BSE on April 11, 2011 & trading approval has been received on May 5, 2011.

Strategic Investment in Educational Broadcasting, T.V., Entertainment & Media Segments : The Company made strategic investment of Rs. 3.25 Crores in the form of equity shares at par in CSL Infomedia Pvt. Ltd., making it a subsidiary , to venture into Educational, Television, Entertainment and Media segments.

Auditors and Auditors' Report : M/s S. Misra & Associates, Chartered Accountants, Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting and confirmed their eligibility and willingness to accept the office, if reappointed. The Board of Directors in its meeting on August 9, 2011 has recommended the appointment of M/s S. Misra & Associates as Statutory Auditors of the Company at the ensuing Annual General Meeting. The Auditors' Report is self-explanatory and does not call for further explanation.

Conservation Of Energy, Research & Development, Technology Absorption, Foreign Exchange Outgo : Disclosure under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are given in the Annexure "A".

Particulars of Employees : As required by the provisions of Sub-Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, no employee had drawn remuneration at or above the limits mentioned therein.

Human Resource Management and Employee Relation : Employees are vital assets of the Company. The Company has created a favorable work-environment that encourages innovation and nurturing of commercial and managerial talents in its operations. The Company also provides sharing of ownership of the Company through employee stock option scheme, wherein stock options are granted based on the cadre of the employees and the policy prevailing in the organization. The Company continues to have cordial relation with its employees.

Quality Assurance : Your Company is an ISO 9001:2000 organization, certified by Det Norske Veritas (DNV) since 1998. These standards enable us to identify risks at the initial planning stage of the project. The Company firmly believes in the pursuits of excellence to compete in this emerging and growing software market. Our focus has been on providing quality products and services to our customers.

Your Company achieved CMMI level-3 certification and continues to implement the certification quality level in its operations.

Corporate Governance : As required under the Listing Agreement with the Stock Exchange, a report on Corporate Governance is given in a separate section in this Annual Report.

Acknowledgements : The directors sincerely appreciate the contributions made by all the employees, associates and business partners who have contributed towards the success of the Company. The directors are also thankful for the cooperation, support and assistance received from banks, investors, customers, central and state government departments, local authorities, vendors, strategic alliance partners, stock exchanges and all others associated with the activities of the Company.

For and on behalf of the Board

Surendra Kumar Surana R.P. Udawat

Managing Director & CEO Director

Jaipur, August 9, 2011

Mar 31, 2010

The Directors have the pleasure in presenting their report on the business and operation of the Company for the year ended on 31st March 2010

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 31.03.2010 31.03.2009

Total Income 6079.38 5198.16

Total Expenses 2812.87 2746.18

Operating Profit (PBDIT) 3266.51 2451.98

Interest 502.80 229.13

Depreciation 1645.54 997.44

Profit Before Tax 1118.17 1225.41

Provision for Income Tax including Deferred Tax 190.59 373.13

Net Profit after Tax 927.58 852.28

Appropriation

Dividend 100.50 100.50

Dividend Tax 17.08 17.08

Transfer to General Reserve 100.00 100.00

Total Appropriations 217.58 217.58

Earning per Share: Basic and Diluted (in Rs.)

Considering Extra Ordinary Item 1.85 2.69

Without Considering Extraordinary Items 1.85 2.69

Results of Operation - Total revenues earned during the year amounted to Rs. 6079.38 lacs compared to that of Rs. 5198.16 lacs in the previous financial year. The Profit before tax has decreased from Rs. 1225.41 lacs in the previous financial year to Rs. 1118.17 lacs in the current financial year. During the year under review, the income from operation was Rs. 5943.16 lacs compared to Rs. 4819.79 lacs in the previous financial year. This reflects an increase of Rs. 1123.37 lacs, which is mainly due to the increase of income from learning solution business segment.

The Profit before interest, depreciation and tax during this period was Rs. 3266.51 lacs as compared to the previous financial year PBIDT i.e. Rs. 2451.98 lacs.

As required by AS-21, Consolidated Financial Statements are provided in the later section of the annual report.

Business Review

(1) Software Services : During the year under report the company focused on the areas where higher margin were available with Low risk factors. The revenue generated from the software segment during the financial year 2009- 10 was Rs. 985.24 lacs as against Rs. 974.03 lacs during the last Financial Year. This reflect an increase of 1.15% i.e. Rs. 11.21 lacs.

Profit earned from this segment amount to Rs. 477.94 lacs as compared to that of Rs. 301.92 lacs during the previous financial Year, which has resulted an increase of 58.29%. The ratio of the segmental profit to the segmental revenue has increased by 18.51% from 30.00% to 48.51% as compared to the previous financial year.

During the year end JdVVNL has further extended their contract for providing and operating IT enabled call center services at Bikaner city for the next six months upto 31st December 2010 or till the finalization of the new tender for which the company is also applied. Compucom is also executing the JVVNL order on BOOT basis of contract value worth 11.38 Crores in Jaipur city and at Kota city value worth 4.81 Crores. Under this contract your company has to provide the call center, fault rectification and CSC services and we are pleased to announce that we are successfully running the project.

(2) ITneer Inc., USA : ITneer Inc. is a wholly owned subsidiary of Compucom Software Limited. It has earned total revenue of US$ 589847 during the financial year 2009-10. This reflects a decrease of approx 40.92% as compared to the previous financial year. The company has declared a net loss of US$ 14120 as compared to the profit of US$ 9160 in the previous financial year. The copy of the audited accounts, together with the independent auditors report, is provided in a separate section of this annual report. The decrease in the net profit was mainly due to the slow down in the US economy.

(3) Learning Solution : During the year under report the company has witnessed the successful closure of the FMS and GRACE Project of RAJCOMP. The company is successfully implementing the two big educational projects, first is ICT Project by secondary education department, Govt. of Rajasthan for providing computer education on BOOT basis in 2292 schools of Rajasthan and second is an IT Project on BOO basis in 568 Government schools of Delhi. Company has witnessed the successful implementation of the Computer Aided Learning Program (CALP) project for imparting training in 836 Govt. schools of Rajasthan worth Rs.10.68 Crores. We are pleased to inform you that your company has recently been awarded an ICT Project by secondary education department, Govt. of Rajasthan for

providing computer education on BOOT basis in 1550 school worth Rs. 77.77 Crores. We further state that ICT Phase II project is in the initial stage of Implementation. The company has massive plans for capturing the advantage of Indian education expenditure planned through Govt. of India promoted PPP model across India fueled by SSA (Sarva Shiksha Abhiyan). During the year under report revenue generated from learning solution business amounts to Rs. 4761.16 lacs while the revenue generated in the previous financial year was Rs. 3645.71 lacs, reflecting an increase of Rs. 1115.45 lacs i.e. 30.60%. The increase is mainly due to the revenue derived from Computer Aided Learning Program (CALP) project awarded to the company under SSA (Sarva Shiksha Abhiyan) of Govt. of India during the year. Profit earned from this segment has decreased by 12.47% to Rs. 447.25 lacs in comparison to Rs 510.96 lacs in the previous financial year, which is mainly due to execution of new high cost project i.e. CALP project. In terms of ratio of segment profit to segment revenue has decreased to 9.39%. Profit generated from this segment is 38.69% as compared to 39.39% of the previous financial year.

(4) Wind Power Generation : The company had set up two wind power generation plants of 0.6 MW each at Jaisalmer (Rajasthan), two at Sikar (Rajasthan) of 0.6 MW each, and one of 0.8 MW at Krishna (Andhra Pradesh). The operation and maintenance of the wind power project has been out-sourced to Enercon India Ltd. The 0.8 MW wind Power Plant situated at Tumkur (Karnataka) has been sold to Enercon India Limited in March 2010 for Rs. 3.32 Crores since the generation from the said plant was very Low. During the current year the company has established a new 0.8 MW Plant at Krishna (Andhra Pradesh). The total Capital Outlay on the said plant was Rs. 4.30 Crores. Company is expecting the better generation from this Wind Power Plant.

The revenue generated from this segment amounted to Rs. 196.76 lacs in the current year as compared to Rs. 200.05 lacs during the previous year ended on 31st March 2009.

Enercon India Ltd. guarantees a minimum generation of 15 lacs units per annum per machine for the first 3 years for Sikar and Jaisalmer . In case of any shortfall in generation Enercon shall compensate the company for the same. As the result of same the company has claimed an amount of Rs. 32,03,160/- from Enercon India Ltd. in lieu of shortfall in generation of wind power as against the guaranteed generation during the current financial year.

- Guarantee for the two wind power plants in Jaisalmer has ended on 30th April 2007.

- Guarantee for two wind power plants in Sikar has ended in January 2010.

(5) Treasury Activities : Treasury income includes capital gains, dividends from mutual funds and shares, interest on FDRs etc. During the year, the revenue generated from treasury operations has decreased by Rs. 242.15 lacs mainly due to capital gain on mutual funds of Rs199.85 lacs realized during the previous year 2008-09. During the year most of the funds was invested in FDRs, debt funds, where returns are lower but safe margins are available in comparison to equity- oriented funds.

Employee Stock Options : In 1999, the company issued 1,00,000/- equity shares of Rs. 10/- face value, at par to Compucom Software Limited Employee Welfare Trust, for the benefit of the employees and created a stock option Plan. These shares have been irrevocably granted to the trust and are used for the benefit of the employees. As on 31st March 2010 the Trust has the ownership of 2356488 unutilized shares.

The company has issued no fresh stock options, during the financial year 2009-10.

Directors Responsibility Statement : Pursuant to section 217 (2AA) of the Companies Act, 1956, Directors state therein:

(a) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures.

(b) That they had selected such accounting policies and had applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view to the state of affairs of the company as on 31st March 2010 and of the profit of the company for the period.

(c) Proper and sufficient care has been taken in the maintenance of adequate accounting records in accordance with the provision of the companies act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

Dividend : The Board of the directors has declared the Interim dividend @ 10 % i.e. Rs. 0.20 per share for the financial year ending on 31st March 2010. The Record date for the same was 21st May, 2010. Yours directors decided not to recommend any final dividend and as such interim dividend becomes the dividend for the year 2009-10.

Dividend declared & paid during last 11 (Eleven) years

Financial Year Dividend Rate

1999-00 20%

2000-01 25%

2001-02 10%

2002-03 25%

2003-04 25%

2004-05 25%

2005-06 30%

2006-07 30%

2007-08** 15%

2008-09*** 10%

2009-10 10%

Book Value per Share : Details of book value during the last 11 (Eleven) years are as under:

Financial No of Shares Face Value Book Value

Year per share Per share

(in Rs.)

1999-00 5,000,000 10 42.28

2000-01 5,025,000 10 55.74

2001-02 5,025,000 10 65.60

2002-03 5,025,000 10 69.00

2003-04 5,025,000 10 79.90

2004-05 5,025,000 10 90.79

2005-06 5,025,000 10 98.73

2006-07 5,025,000 10 105.89

2007-08** 25,125,000** 2 (10) 22.79

2008-09*** 502,50,000*** 2 13.10

2009-10 502,50,000 2 14.47

**Equity share of face value of Rs. 10 subdivided into equity share of Face value of Rs. 2 each. Record date for the same was

15th October 2007.

*** Bonus issue in the ratio of 1:1 was granted by the company. Record date for the same was 26th December 2008.

Fixed Deposits : During the financial year 2009-10, your company has not accepted or renewed any fixed deposits falling within the definition of Section 58 A of the companies act, 1956.

Board of Directors : In accordance with the provisions of articles of association of your company, Mr. Shubh Karan Surana and Mr. Stephen Carl Viehman, Directors of the Company retire by rotation and being eligible, offer themselves for reappointment. The board recommends the reappointment of Mr. Shubh Karan Surana and Mr. Stephen Carl Viehman as directors liable to retire by rotation.

POSTAL BALLOT : The Shareholders of the Company passed 2 ordinary and 2 special resolutions through postal ballot. The details are as under:

The Board of Directors of the Company in its meeting held on 10.05.2010 sought the approval of the shareholders through postal ballot and appointed Mr. Manoj Maheshwari, Practising Company Secretary, Jaipur as the scrutinizer for conducting the postal ballot process. The notice of the Postal Ballot dated 10.05.2010; postal ballot form and self-addressed pre-paid postage envelope were sent to the shareholders. The last date of receipt of the Postal Ballot form the shareholders was 07.07.2010. Mr. Manoj Maheshwari submitted his report dated 09.07.2010 and based on the said report, results of Postal Ballot were declared on 13.07.2010 confirming -

a) Increase in Authorised Share Capital from Rs. 12,00,00,000/- to Rs. 20,00,00,000/-.

b) Alteration in Object clause

c) Authorising the Board under section 293(1)(a) & (d) to sell, lease etc. and borrowing etc. , respectively to the extent of Rs. 300,00,00,000/- d) Authorising Board under section 372A for making Inter Corporate Loans and Investments etc. to an extent of Rs.

150,00,00,000/-.

The above resolutions were approved by overwhelming majority of the shareholders.

Auditors and Auditors Report : S. Misra & Associates, chartered accountants, statutory auditors of the company, retire at the forthcoming annual general meeting and have confirmed their eligibility and willingness to accept the office, if reappointed. Accordingly, the said auditors are proposed to be re-appointed as statutory auditors of the company at the ensuing annual general meeting. The auditors report is self-explanatory and does not call for further explanation.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Outgo : Disclosure under section 217(1)(e) of the companies act, 1956, read with the companies (Disclosure of Particulars in the Report of Board of Directors) rule 1988 are given in the annexureÃ AÃ

Particulars of Employees : As required by the provisions of sub-section 217(2A) of the companies act, 1956, read with the Companies (Particulars of Employees) rules, 1975, no employee is drawing remuneration at or above the limits mentioned therein.

Human Resource Management and Employee Relation : Employees are vital assets of the company. The company has created a favorable work-environment that encourages innovation and nurturing of commercial and managerial talents in its operations. The company also provides sharing in ownership of the company through employee stock option scheme, wherein stock options are granted based on the cadre of the employees and the policy prevailing in the organization. The company continues to have cordial relation with its employees.

Quality Assurance : Your Company is an ISO 9001:2000 organization, certified by Det Norske Veritas (DNV) since 1998. These standards enable us to identify risks at the initial planning stage of the project. The company firmly believes in the pursuits of excellence to compete in this emerging and growing software market. Our focus has been on providing quality products and services to our customers.

Your company achieved CMMI level-3 certification during the last financial year and continues to implement the certification quality level in its operation.

Corporate Governance : As required under the listing agreement with the stock exchange, a report on corporate governance is given in a separate section in this annual report.

Acknowledgments : The directors sincerely appreciates the contributions made by all the employees, associates and business partners who have contributed towards the success of the company. The directors are also thankful for the cooperation, support and assistance received from banks, investors, customers, central and state government departments, local authorities, vendors, strategic alliance partners, stock exchanges and all others associated with the activities of the company. The directors would also like to acknowledge the continuous support of the companys shareholders.

For and on behalf of the Board

Sd/- Sd/-

Surendra Kumar Surana Shubh Karan Surana

Managing Director & CEO Director

Jaipur, 31st July 2010

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