Your Directors have pleasure in presenting the Twenty Fourth Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2015.
REVIEW OF PERFORMANCE:
The Highlights of the financial results is as below
| ||(Standalone Amount in Rs Lakhs) |
|Particulars ||Current Year 2014-15 ||Previous Year 2013-14 |
|Income || || |
|Software & Technical Services ||557.73 ||542.08 |
|Lease/Rental Income ||314.46 ||309.22 |
|Other Income ||11.24 ||12.11 |
|Total Income ||883.43 ||863.41 |
|Total Expenditure ||3349.78 ||1344.72 |
|Profit/(loss) before tax ||(2466.36) ||(481.31) |
|Provision for Tax ||(13.12) ||(16.15) |
|Net Profit/(Loss) after Tax ||(2453.24) ||(465.16) |
|EPS- Basic ||(25.67) ||(4.87) |
|EPS Diluted ||(25.67) ||(4.87) |
Your Company has recorded a consolidated income (as per Indian GAAP) of 3193.72 Lakhsfor the Financial Year under review and Loss of 12705.34 Lakhs.
Due to losses no dividend has been recommended by directors for the financial year2014-15
Your Company has not accepted any deposits falling under Section 76(1) of the CompaniesAct 2013 read with the Rule 2 of the Companies (Acceptance of Deposits) Rules 2014 duringthe year under review.
During the year Sri. Bala Reddy G retires by rotation and being eligible offers himselffor re-appointmemt. The Board recommends his reappointment.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are to be furnished U/s 197 (12) of theCompanies Act2013 and any other applicable provisions of the Act read with Rues 5(2) and5(3) of the Companies (Appointments and remuneration Managerial Personnel) Rules 2014 asthe remuneraion of none of the employees has crossed the limits specified therein.a
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 and any other applicableprovisions of the Act the Directors of your Company hereby confirm that :
i. That 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;
ii. 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;
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities;
iv. The Directors have prepared the annual accounts on a going concern basis.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with Section 134(5) of Companies Act 2013 and any otherapplicable provisions of the Act read with the Companies (Accounts) Rules 2014 and formpart of the Directors Report for the period ended 31st March 2015 is follows:
A. Conservation of Energy - Your Company is engaged in Software Development and ITEnabled Services and hence the details in respect of the above are not applicable.However measures are taken to reduce energy consumption wherever possible.
B. Research & Development - Research and development of new services designsframeworks processes and methodologies continue to be of importance at your Company. Thisallows Company to enhance quality and productivity and customer satisfaction throughcontinuous innovation.
C. Technology Absorption - The Company being a knowledge based entity continuouslyadapt itself to changing technologies so as to adhere to the quality policy and meet itsclients' expectations.
D. Foreign Exchange Earnings & Outgo:
| ||2014-15 ||2013-14 |
|Foreign Exchange earnings ||Rs 267.10 ||Rs 393.92 |
|Foreign Exchange outgo ||- ||Rs 10.57 |
LISTING AT STOCK EXCHANGE:
The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited& National Stock Exchange of India Limited. Annual listing fees have been paid theseExchanges for the year 2015-16.
The Audit Committee of the Company reviews the financial statements of the subsidiarycompanies. The Audit Committee also reviews investment made by subsidiary companiesminutes of their Board meetings and the statement of all significant transactions andarrangements entered into by the subsidiary companies. None of the Indian subsidiary ofthe Company falls under the term material non-listed Indian subsidiary asdefined under Clause 49 of the Listing Agreement.
The Company has 6 subsidiaries (including step down subsidiaries) as on 31st March2015.
a) CURA Global GRC Solutions Pte Ltd Singapore.
b) CURA Risk Management Software (PTY) Limited South Africa.
c) CURA Software Solutions UK Limited UK.
d) CURA Software Solutions Company USA.
e) CURA Risk Management Software (PTY) Limited Australia.
f) Softpro Technologies Private Limited.
The Consolidated Financial Statements represented by the Company includes the AuditedFinancial Information of its subsidiaries
As per Section 129(3) of Companies Act 2013 and any other applicable provisions of theAct (Corresponding to Section 212 of the Companies Act 1956 to the extent applicable) theCompany is required to attach the Directors' Report Balance Sheet and Profit and LossAccount of the subsidiaries to the Annual Report. The Ministry of Corporate AffairsGovernment of India vide its circular No. 2/ 2011 dated 8th February 2011 has provided anexemption to companies from complying with Section 212 of The Companies Act 1956provided such companies publish the audited consolidated financial statements in theirannual report. Accordingly the Annual Report 2014-15 does not contain the financialstatements of the subsidiaries.
The audited financial statement and related information of the subsidiaries will bemade available for inspection during business hours at our registered office in HyderabadIndia and separate of copy of such statements will be provided at the request of themembers.
SECRETARIAL AUDITOR :
Dr Mohan S Rao Practising Company Secretary has been appointed as the SecretarialAuditor to carry out the Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 and the rules made thereunder. The Report of the Secretarial Auditoris enclosed to this Report as Annexure "III".
M/s. Rambabu & CO. Chartered Accountants Hyderabad as statutory Auditors of theCompany retires at the ensuing annual general meeting.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rulesframed thereunder it is proposed to ratify the appointment of M/s. Rambabu & CO.(ICAI Reg. No. 002976S) as statutory auditors of the Company from the conclusion of theforthcoming AGM till the conclusion of the 28th AGM to be held in the year 2019 subjectto ratification of their appointment at every AGM. M/s. Rambabu & CO. CharteredAccountants have furnished the Certificate of their eligibility for appointment incompliance with Section 141 of the Companies Act 2013
The Board recommends their appointment.
a) Management Discussion & Analysis Report: Aspects of Management Discussion andAnalysis is enclosed as Annexure I to this report.
b) Report on Corporate Governance: A separate report on Corporate Governance along withAuditors Certificate on its compliance is enclosed as Annexure II to thisreport.
Your Directors thank customers vendors bankers and service providers as well asregulatory and Governments Authorities for their support.
Your Directors would also like to place on record their sincere appreciation andgratitude to the Shareholders for their support and co-operation. Your Directors expresstheir heartfelt gratitude to the employees for their exceptional commitment and loyalty tothe Company.
| ||BY ORDER OF THE BOARD |
| ||For CURA TECHNOLOGIES LIMITED |
| ||Sd/- |
|Place : Hyderabad ||BALA REDDY G |
|Date : 27.08.2015 ||Chairman & Managing Director |