Your Directors have pleasure in presenting the Twentieth Annual Report together withthe Audited Accounts of the Company for the year ended 31st March 2015.
1. REVIEW OF PERFORMANCE:
|Particulars ||March 31st 2015 ||March 31st 2014 |
|Income (Including Other Income) ||48114628 ||52945271 |
|Expenses (Including exceptional items) ||71101028 ||77488786 |
|Profit/(Loss) before Interest Depreciation & Tax (PBIDTA) ||(19347260) ||(15998899) |
|Finance Charges ||1429454 ||1346554 |
|Depreciation & amortization ||4470296 ||12030158 |
|Net Profit/(Loss) Before Tax ||(22986400) ||(24543516) |
|Provision for tax including Deferred Tax ||828876 ||(686917) |
|Net Profit/(Loss) after tax ||(23815277) ||(23856600) |
|EPS || || |
|Basic ||0.30 ||0.30 |
|Diluted ||0.30 ||0.30 |
2. GLOBAL OPERATIONS:
Your Company has recorded a consolidated income (as per Indian GAAP) of Rs. 52.31 Lakhsfor the Financial Year under review and Loss of Rs. 59.95 Lakhs Millions.
3. INDIAN OPERATIONS:
During the financial year 2014-15 your Company recorded turnover Rs. 46.42 Lakhs andincurred a Net Loss after tax of Rs. 23.82 Lakhs compared to Turnover of Rs. 40.96 Lakhsand Net Loss after tax of Rs. 23.85 Lakhs during the previous financial year.
Your Board of Directors is hopeful that the performance of the Company will improve inthe coming financial years.
Due to losses your directors do not recommend any dividends for the financial year2014-15.
Company has not accepted any deposits falling under Section 73 of the Companies Act2013 and Companies (Acceptance of Deposits) Rules 2014 during the year.
6. SUBSIDIARY COMPANIES:
The Audit Committee of the Company reviews the financial statements of the subsidiarycompanies. The Audit Committee also reviews investment made by subsidiary companies andthe statement of all significant transactions and arrangements entered into by thesubsidiary companies.
The Company has 2 subsidiaries as on 31st March 2015 (i. e) Cat Technology Inc and CatTechnology FZE.
In accordance with Section 129(3) of the Companies Act 2013 we have preparedconsolidated financial statements of the company and its subsidiaries which form part ofthe Annual Report. Further a statement containing the salient features of the financialstatement of our subsidiaries in the prescribed format Form AOC-1 is appended as Annexure 1 to the Board's report. The statement also provides the details of performancefinancial position of both the subsidiaries.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of thecompany are available for inspection during business hours at the registered office of theCompany Hyderabad India and separate of copy of such statements will be provided at therequest of the members.
7. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:
Declaration have been given by all the Independent Directors of the Company that theycomply with all the criteria of independent director as envisaged in Clause 49 of theListing Agreement and Section 149(6)the Companies Act 2013.
8. PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are to be furnished pursuant to Section197(12) of the Companies Act 2013 read with rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as the remuneration of none of theemployees has crossed the limits specified therein.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the "FormMGT9" forming part of the Annual Report.
Having regard to the provisions of Section 136(1) read with its relevant provision ofthe Companies Act 2013 the Annual Report excluding the aforesaid information is beingsent to the members of the Company. The said information is available for inspection atthe Registered Office of the Company during working hours and any member interested inobtaining such information may write to the Company and the same will be furnished withoutany fee and free of cost.
9. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyhereby confirm that:
a) In the preparation of Annual Accounts for the year ended 31st March 2015 theapplicable accounting standards have been followed along with the proper explanationrelating to material departures if any there from;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year ended31st March 2015 and of the profit and loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis.
e) The directors had laid down internal financial controls by the Company and that suchinternal fianancial controls are adequate and operating effectively; and
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laes and that such systems were adequate and operating effectively.
10. BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL & COMMITTEES OFDIRECTORS:
a. Board Meetings
The Board of Directors of the Company met Five times during the year 2014-15. Thedetails of various Board Meetings are provided in the Corporate Governance Report. The gapintervening between two meetings of the board is as prescribed in the Companies Act 2013.
b. Changes in Directors & Key Managerial Personnel.
During the year Mr. Laxmi Prashad Jaiswal resigned from the directorship of the companyw.e.f 31.03.2015 the Board puts on record its appreciation for services rendered by himas director of the Company and Ms. Nisha Jaiswal was appointed as an Additional Directorof the company w.e.f 31.03.2015. Further Mr. Anurag Jaiswal was appointed as CFO of theCompany w.e.f. 30.05.2015.
Mr. Dinesh Kumar Jaiswal Director of the company retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment.
Ms. Nisha Jaiswal in respect of whom the Company has received candidature proposing heras director. The Board remmends her appointment.
d. Independent Directors.
The following Independent Directors who were appointed in the 19th Annual GeneralMeeting held on 29th September 2014 for a period of Five (5) years will continue to be onthe Board till the conclusion of Annual General Meeting to be held in the calendar year2019.
1. Mr. Deepak Singh
2. Mr. Syed Mohinuddin Ahmed
3. Mr. Omar Mohammad
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Act that they meet the criteria of independence aslaid down in Section 149(6) of the Act.
e. Board Committees.
The Company has the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee.
3. Stakeholders' Relationship Committee.
The composition of each of the above Committees their respective role andresponsibility is as detailed in the Report of Corporate Governance.
f. Remuneration policy
The policy framed by the Nomination and Remuneration committee under the provisions ofSection 178(4) of the Act is as below:
The remuneration policy of the Company has been so structured in order to match themarket trends of the IT industry. The Board in consultation with the Nomination andRemuneration & Compensation Committee decides the remuneration policy for directors.The Company has made adequate disclosures to the members on the remuneration paid toDirectors from time to time. Remuneration / Commission payable to Directors is determinedby the contributions made by the respective directors for the growth of the Company.
g. Board Evaluation
As required under the provisions of Section 134(3)(p) and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance and the manner in which such performance evaluation was carried out is asunder.
The performance evaluation framework is in place and has been circulated to all thedirectors to seek their response on the evaluation of the entire Board and independentdirectors. The Nomination and Remuneration Committee shall carry out evaluation ofDirector's performance.
The criteria of evaluation is exercise of responsibilities in a bona fide manner in theinterest of the Company striving to attend meetings of the Board of Directors/ Committeesof which he is a member/ general meetings participation constructively and actively inthe meetings of the Board /committees of the Board etc.
h. Vigil Mechanism
The Company has established a whistle-blower policy and also established a mechanismfor Directors and employees to report their concerns. The details of the same is explainedin the Corporate Governance Report.
i. Related Party Transactions.
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis.
The details of the related party transactions as required under Section 134(3)(h) r/wRule 8 of the Companies (Accounts) Rules 2014 is attached as Annexure 2.
At the 19th Annual General Meeting held on 29th September 2014 M/s. Suresh Gupta Y& Co. Chartered Accountants were appointed as Statutory Auditors of the Company tohold office till the conclusion of the Annual General Meeting to be held in the year 2017.In terms of the first proviso of Section 139 of the Companies Act 2013 and the Rulesframed there under the appointment of the Auditors shall be placed for the ratificationat every AGM. Accordingly the appointment of M/s. Suresh Gupta Y & Co. as StatutoryAuditors of the Company is placed for ratification by the Shareholders. Further Board maybe authorized to fix remuneration of auditors for the Financial year 2014-15.
12. SECRETARIAL AUDITOR:
In accordance with the provisions of Section 204 of the Companies Act 2013 and as ameasure of good corporate governance practice the Board of Directors of the Companyappointed M/s. V K Bajaj & Associates Company Secretaries to conduct SecretarialAudit of the Company for the Financial Year 2014-15. The Secretarial Audit Report confirmsthat the Company has complied with all provisions of laws and regulations applicable tothe Company. The Secretarial Audit Report for Financial year 2014-15 is herewith appendedas Annexure 3 to the Board's report
With regard to adverse remarks in Secretarial Audit Report related to appointment ofCompany Secretary one of the Key Managerial Persons your board of Directors would likeinform you that company is putting all effort to recruit Company Secretary at the earliestin spite of acute financial positions of the company.
13. AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were accepted by theBoard. The Composition of the Audit Committee is as described in the Corporate GovernanceReport.
14. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure 4.
15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S 186:
Investments In & Loans to subsidiaries:
|SI. ||Name of the Investee ||Currency ||Amount in (INR) |
|1. ||Cat Technology Fze Investment ||Dhiram ||640030593 |
|2. ||Cat Technology Inc Investment ||USD ||40000000 |
|3. ||Cat Technology Fze Unsecured Loan ||Dhiram ||2383733 |
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 are set out in the Annexure 5 to this Report.
17. PERFORMANCE OF THE BOARD OF DIRECTORS ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
In accordance with Section 134(3)(p) of the Companies Act 2013 and Rule 8(4) of theCompanies (Accounts) Rules 2014 your Directors have reviewed and evaluated theperformance of the Board of Directors and their committees along with performance ofindividual Director in the light of Company's performance. The performance of theDirectors individually and collectively and performance of committees are foundsatisfactory.
With the spirit of wealth creation for the shareholders of the Company your Directorsare committed to give their best efforts towards the development of the Company.
Corporate Governance Report Management Discussion & Analysis Report
As per clause 49 of the Listing Agreements entered in to into with the Stock ExchangesCorporate Governance Report with auditor's certificate thereon and Management DiscussionAnalysis are attached and for part of this report.
Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. A formal enterprise wide approach to Risk Management is being adopted by theCompany and key risks will now be managed within a unitary framework.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Internal Complaints Committee ("ICC") has been set up to redressthe complaints received regarding sexual harassment. All employees are covered under thispolicy.
During the year there were no complaints referred to the ICC.
Your Directors have pleasure in recording their appreciation for the assistanceextended to the Company by various officials of the Central and State Governments andCommercial Banks.
Your Directors would also like to place on record their sincere appreciation andgratitude to the Shareholders Investors Suppliers Bankers for their support andco-operation. Your Directors express their heartfelt gratitude to the employees for theirexceptions commitment and loyalty to the Company
| ||BY ORDER OF THE BOARD |
| ||For CAT TECHNOLOGIES LIMITED |
| ||Sd/- |
| ||Dhiraj Kumar Jaiswal |
| ||Managing Director |
|Date:14.08.2015 || |
|Place: Hyderabad || |