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Cat Technologies Ltd.

BSE: 531682 Sector: IT
NSE: N.A. ISIN Code: INE170B01037
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VOLUME 200
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52-Week low 0.46
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
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Sell Price 0.67
Sell Qty 300.00
OPEN 0.67
CLOSE 0.70
VOLUME 200
52-Week high 1.19
52-Week low 0.46
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.67
Sell Qty 300.00

Cat Technologies Ltd. (CATTECH) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Twenty First Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2016.

1. REVIEW OF PERFORMANCE:

(Amount in Lakhs)

Particulars 31st March 2016 31st March 2015
Income (Including Other Income) 428.03 481.15
Expenses (Including exceptional items) 703.43 711.01
Profit/(Loss) before Interest Depreciation & Tax (PBIDTA) (206.42) (179.17)
Finance Charges 11.01 14.29
Depreciation & amortization 57.57 36.39
Net Profit/(Loss) Before Tax (275.01) (229.86)
Provision for tax including Deferred Tax (3.85) 8.29
Net Profit/(Loss) after tax (271.15) (238.15)
EPS
Basic (0.34) 0.30
Diluted (0.34) 0.30

2. GLOBAL OPERATIONS:

Your Company has recorded a consolidated income (as per Indian GAAP) of Rs. 4555.99Lakhs for the Financial Year under review and Loss of Rs. 403.83 Lakhs.

3. INDIAN OPERATIONS:

During the financial year 2015-16 your Company recorded turnover Rs. 428.03 Lakhs andincurred a Net Loss after tax of Rs. 271.15 Lakhs compared to Turnover of Rs. 481.15 Lakhsand Net Loss after tax of Rs. 238.15 Lakhs during the previous financial year.

Your Board of Directors is hopeful that the performance of the Company will improve inthe coming financial years.

4. DIVIDEND:

Due to losses your directors do not recommend any dividends for the financial year2015-16.

5. DEPOSITS:

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 Company has 2 subsidiaries as on 31st March 2016. They are

i) Cat Technology Inc

ii) Cat Technology 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 Form AOC-1 is appended as Annexure – 1 to theBoard’s report. The statement also provides the details of performance financialposition of both the subsidiaries.

Further the Audit Committee of the Company reviews the financial statements of thesubsidiary companies. The Audit Committee also reviews investment made by subsidiarycompanies and the statement of all significant transactions and arrangements entered intoby the subsidiary companies.

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 on our wesite. The said information is also available for inspectionduring business hours at the registered office of the Company Hyderabad India andseparate of copy of such statements will be provided at the request of the members.

7. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

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.

Some of the disclosures pertaining to remuneration and other details as required underSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theAnnexure forming part of the Annual Report.

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 2016 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 2016 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 laws 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 Four times during the year 2015-16.The details of which are given in the Corporate Governance Report. The gap interveningbetween two meetings of the board did not exceed 120 days as prescribed in the CompaniesAct 2013.

b. Changes in Directors & Key Managerial Personnel:

During the year under review Mr. Anurag Jaiswal was appointed as Chief FinancialOfficer (CFO) of the Company w.e.f. 30.05.2015.

Further there was no change in the constitution of the board.

c. Re-Appointment:

Mr. Dinesh Kumar Jaiswal Director of the company retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment.

d. Independent Directors:

The following Independent Directors who were appointed at 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 & Compensation 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.

Sub-committees:

Share transfer Committee

Our Share Transfer Committee meets often as required.

f. Remuneration policy:

The policy framed by the Nomination and Remuneration & Compensation committee underthe provisions of Section 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 if any payable to Directors isdetermined by the contributions made by the respective directors for the growth of theCompany.

Presently the Non-Executive Directors do not receive any remuneration from the Companyexcept sitting fees.

g. Board Evaluation:

As required under the provisions of Section 134(3)(p) the Board has carried out anannual performance evaluation of its own performance and the manner in which suchperformance evaluation was carried out is as under.

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 & Compensation Committee shall carry outevaluation of Director’s performance.

The criteria of evaluation is to exercise of responsibilities in a bona fide manner inthe interest of the Company striving to attend meetings of the Board of Directors /Committees of which he is a member/ general meetings participation constructively andactively in the 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. Under this policy your Companyencourages its employees to report any reporting of fraudulent financial or otherinformation to the stakeholders and any conduct that results in violation of theCompany’s code of business conduct to the management (on an anonymous basis ifemployees so desire).

Likewise under this policy your Company has prohibited discrimination retaliation orharassment of any kind against any employees who based on the employee’s reasonablebelief that such conduct or practice have occurred or are occurring reports thatinformation or participates in the investigation.

The Audit Risk and Compliance Committee periodically reviews the functioning of thismechanism. No personnel of the Company was denied access to the Audit Committee. Furtherthe details of the same is explained in the Corporate Governance Report.

i. Related Party Transactions.

As a part of its philosophy of adhering to ethical standards transparency andaccountability your Company has adopted the practice of undertaking related partytransactions only in the ordinary and normal course of business and at arm’s length.In line with the provisions of the Companies Act 2013 and the Listing Regulations theBoard has approved a policy on related party transactions. An abridged policy on relatedparty transacations has been placed on the Company’s website.

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’slength basis.

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.

11. AUDITORS:

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.

With regard to observation of Auditors in their Auditors Report regarding StatutoryDues pending for payment of more than 6 months your Directors would like to bring to yourkind notice that delay in mainly due to short terms cash flow problems of the company andmanagement is working towards streamling cashflow to avoid delays in payment of dues. TheAuditors’ Report is enclosed with the financial statements in this annual report.

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 Practicing Company Secretaries to conductSecretarial Audit of the Company for the Financial Year 2015-16. The Secretarial AuditReport for Financial year 2015-16 is herewith appended as Annexure 3 to theBoard’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:

In accordance with Section 134(3)(a) of the Companies Act 2013 and extract of AnnualReturn in Form MGT 9 is annexed herewith as Annexure - 4 to the Boards’Report.

15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S 186:

During the year company has not given any Loans provided any Guarantees and not madeany further investments. Loans and Investement outstanding as as 31.03.2016 are as follows

SI. No 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. MANAGEMENT DISCUSSION & ANALYSIS REPORT :

As per Regulation 34(2) and para B of Schedule V of the SEBI (Listing Obligations &Disclosre Requirements) Regulations 2015 Management Discussion and Analysis report isattached and forms part of this report as Annexure 6.

18. CORPORATE GOVERNANCE REPORT:

The Company’s philosophy of Corporate Governance is aimed at assisting the topmanagement of the Company in the efficient conduct of the business and in meeting itsobligation to stakeholders and is guided by a strong emphasis on transparencyaccountability and integrity. We also endevour to enhance long term shareholder value andrespect minority rights in all our business decisions.

Our Corporate Governance Report for the fiscal 2016 forms part of this Annual Report asAnnexure-7.

19. 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.

20. RISK MANAGEMENT:

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.

21. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF 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 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.

22. ACKNOWLEDGEMENTS:

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 the Order of the Board
For CAT TECHOLOLGIES LIMITED
Sd/- Sd/-
Date: 12.08.2016 Dhiraj Kumar Jaiswal Nisha Jaiswal
Place: Hyderabad Managing Director Director
DIN: 01119055 DIN: 01978821

ANNEXURE - 1

Form AOC - I

[Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014]

Statement containing salient features of the financial statement of subsidiaries/associate companies / joint ventures

Part "A" – Subsidiaries

(Amount in Millions)

Particulars Subsidiary 1 Subsidiary 2
Names of the Subsidiaries Cat Technology Cat Technology
INC FZE
Reporting period for the subsidiary concerned if different from the holding company’s reporting period 31st March 2016 31st March 2016
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries: 1 USD = 66.099 1 AED = 17.99
Share capital 6.68 825.80
Reserves & surplus 67.26 (196.79)
Total assets 139.89 621.81
Total Liabilities 146.48 629.00
Investments - -
Turnover 422.56 -
Profit before taxation 22.78 (26.14)
Provision for taxation - -
Profit after taxation 22.94 (26.44)
Proposed Dividend Nil Nil
% of shareholding - -

ANNEXURE – 2

FORM NO. AOC - 2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)]

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

Details of contracts or arrangements or transactions not at Arm’s length basis.

There was no contract / arrangement / transaction entered into during the FinancialYear ended 31st March 2016 which were not at arm’s length basis

Details of contracts or arrangements or transactions at Arm’s length basis.

Name of Related Party Dhiraj Jaiswal Dinesh Jaiswal and Laxmi Persad Jaiswal Cat Technology Inc
Nature of relationship Nature of contracts/ arrangements/ transaction Promoters Lease Deed Wholly Owned Subsidiary Service Contract
Duration of the contracts/ arrangements/ transaction 3 Years Ongoing
Salient terms of the contracts or arrangements or transaction including the value if any Lease of 7000 Sft Commercial Office Premises to the Company for Rs.60000/- per month Back office Support Service and Software Development
Date of approval by the Board Appropriate Approval already taken for this transaction Appropriate Approval taken for these transaction
Amount paid as advances if any Deposit of Rs. 90 Lakhs Adavance paid if any have
been adjusted against billings.