BOARD'S REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
Your Directors are pleased to present the Twenty Fifth Annual Report together with theAudited Statement of Accounts for the Financial Year ended 31st March 2016.
(Amount in Rs. in Lakhs)
| ||Standalone ||Consolidated |
|PARTICULARS ||Current Year ||Previous Year ||Current Year ||Previous Year |
| ||2015-2016 ||2014-2015 ||2015-2016 ||2014-2015 |
|Income || || || || |
|Software & Technical Services ||633.33 ||557.73 ||2342.60 ||2864.30 |
|Lease/Rental Income ||291.54 ||314.46 ||248.81 ||272.44 |
|Other Income ||7.29 ||11.24 ||84.67 ||56.98 |
|Total Income ||932.16 ||883.43 ||2676.09 ||3193.72 |
|Total Expenditure ||960.43 ||3349.78 ||3329.65 ||15828.61 |
|Profit/(loss) before tax ||(28.27) ||(2466.36) ||(653.57) ||(12634.89) |
|Provision for Tax ||(12.67) ||(13.12) ||12.98 ||70.44 |
|Net Profit/(Loss) after Tax ||(15.60) ||(2453.24) ||(666.55) ||(12705.33) |
|EPS - Basic ||(0.16) ||(25.67) ||(6.98) ||(132.97) |
|EPS - Diluted ||(0.16) ||(25.67) ||(6.98) ||(132.97) |
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
Your Company has recorded a consolidated income (as per Indian GAAP) of 2676.09 Lakhsfor the Financial Year under review and Loss of 653.57 Lakhs.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Board's Report there was no change inthe nature of Business.
TRANSFER TO RESERVES:
Directors have decided not to transfer any amount to reserves for the year.
Due to losses no dividend has been recommended by directors for the financial year2015 16.
The Paid up Equity Share Capital as on 31st March 2016 was 9.55 crores. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.
Your Company has not accepted any deposits falling under Section 76(1) of the CompaniesAct 2013 and any other applicable provisions of the Act read with Rule 2 of the Companies(Acceptance of Deposits) Rules 2014 during the year under review.
BOARD MEETINGS DURING THE YEAR:
The Board of Directors duly met 6 (Six) times on 17.04.2016 30.05.2015 14.08.201527.08.2015 17.11.2015 and 13.02.2016 in respect of which meetings proper notices weregiven and the proceedings were properly recorded and signed in the Minutes Book maintainedfor the purpose.
APPOINTMENT / RE-APPOINTMENT OF DIRECTORS / CEO / CFO AND KEY MANANGERIAL PERSONNEL:
During the year Mr. TELUKUTLA SRINIVASA RAO was appointed as Additional Directorw.e.f. 07.07.2016. Mr Venkateswara Rao Gudipudi Executive Director and Mr. Avula VenkataNarayana Reddy Independent has resigned w.e.f 17.11.2015 and 13.02.2016. On 13th August2016 appointment of Ms. Alima Dudakulla as Company Secretary of the Company in place ofMr. Katakam Vinood Kumar.
The details of the appointment/re-appointment of the director/s:
|Particulars ||Details ||Details |
|DIN ||06545264 ||01562665 |
|Date of Birth ||16.05.1968 ||26.06.1965 |
|Date of Appointment ||07.07.2016 ||07.04.2008 |
|Qualifications ||MA Phd ||M.A. |
|No. of Shares held in the Company ||Nil ||2069 |
|Directorships held in other companies ||I.C.S.A. (INDIA) LIMITED ||1. P R CEMENTS LTD |
|(excluding private limited and foreign || ||2. I.C.S.A. (INDIA) LIMITED |
|companies) || ||3. SAHASRA INVESTMENTS |
| || ||PRIVATE LIMITED |
| || ||4. BRG ENERGY LIMITED |
| || ||5. SOFTPRO TECHNOLOGIES |
| || ||PRIVATE LIMITED |
|Positions held in mandatory committees of ||- ||- |
|other companies || || |
|Relationship with other directors of the ||- ||- |
|Company || || |
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Venkata Reddy Nalabolu Mr. LalithaGudimetla and Mr. Telukutla Srinivasa Rao Independent directors of the company to theeffect that they are meeting the criteria of independence as provided in Sub-section (6)of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.- Annexure-IV
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 Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as the remuneration of none of the employees has crossed the limits specified therein.
Human Resources' are recognized as a key pillar of any successful organizationand so is for CURA TECHNOLOGIES LIMITED. The company puts constant efforts in recruitingand training the employees and ensures to bring out the best of them. The company adopts aHR policy and ensures that all the employees are aware of personnel policies. The needs ofthe employees are addressed with high importance and efforts are made to provide a highlychallenging and healthy environment. Besides all these the company places high emphasison professional etiquette required of every employee.
BUSINESS RISK MANAGEMENT
The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Companies Act 2013 and. It establishes various levels of accountability and overviewwithin the Company while vesting identified managers with responsibility for eachsignificant risk.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.
Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk. As a matter of policy these risks are assessed and steps as appropriateare taken to mitigate the same.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
Cura Technologies Limited has an adequate system of internal control to ensure that theresources of the Company are used efficiently and effectively all assets are safeguardedand protected against loss from unauthorized use or disposition and the transactions areauthorized recorded and reported correctly financial and other data are reliable forpreparing financial information and other data and for maintaining accountability ofassets. The internal control is supplemented by extensive programmer of internal auditsreview by management documented policies guidelines and procedures.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not made any investment or given any loans or guarantees or providedany security during the year.
The Company has not accepted any fixed deposits during the financial year 2015-2016.There are no outstanding deposits as on 31.03.2016
RELATED PARTY TRANSACTIONS:
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in prescribed form AOC-2 is appended as Annexure to theBoard's report.
Pursuant to the provisions of Section 134 (3) (p) 149(8) and Schedule IV of theCompanies Act 2013 Annual Performance Evaluation of the Directors as well as of theAudit Committee Nomination and Remuneration has been carried out.
The Performance Evaluation of the Independent Directors was carried out by the entireBoard and the Performance Evaluation of the Chairman and Non-Independent Directors wascarried out by the Independent Directors.
The manner in which the evaluation has been carried out has been explained in CorporateGovernance Report.
NOMINATION AND REMUNERATION POLICY
The Company has adopted the Nomination and Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Act and Clause49 of the Listing Agreement.
The Nomination and Remuneration Committee has considered the following factors whileformulating the Policy:
(i) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;(ii) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and (iii) Remuneration to Directors Key Managerial Personnel andSenior Management involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company andits goals.
It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees is as per the Remuneration Policy of the Company. Details of theRemuneration Policy are given in the Corporate Governance Report.
BOARD AND COMMITTEE MEETINGS
A calendar of Board and Committee Meetings to be held during the year was circulated inadvance to the Directors. Six Board Meetings were convened and held during the year.
The Board has constituted an Audit Committee with all Independent Directors namely Mrs.LALITHA GUDIMETLA Mr. VENKATA REDDY NALABOLU and Mr. A.V.N REDDY as Members. There havenot been any instances during the year when recommendations of the Audit Committee werenot accepted by the Board.
Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Act and the SEBI (LODR) Regulation 2015.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your Directorsto the best of their knowledge and ability confirm as under: a) In the preparation of theannual accounts for the year ended 31st March 2016 the applicable accounting standardshad been followed along with proper explanation relating to material departures; b) TheDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period; c) The Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) The annual accounts have been prepared on a going concern basis;and e) The Company had laid down Internal Financial Controls to be followed by the Companyand that such Internal Financial Controls are adequate and were operating effectively. f)The have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
M/s. Rambabu & CO. Chartered Accountants Hyderabad as Statutory Auditors of theCompany retires at the ensuing annual general meeting. Pursuant to the provisions ofsection 139 of the Companies Act 2013 and any other applicable provisions of the Act andthe Rules framed there under it is proposed to ratify the appointment of M/s. Rambabu& CO. (ICAI Reg. No. 002976S) as statutory auditors of the Company from theconclusion of the forthcoming AGM till the conclusion of the 28th AGM to be held in theyear 2019 subject to ratification of their appointment at every AGM. M/s. Rambabu &CO. Chartered Accountants have furnished the Certificate of their eligibility forappointment in compliance with Section 141 of the Companies Act 2013 and any otherapplicable provisions of the Act The Board recommends their re-appointment.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s C.V. Reddy K & Associates Practicing Company Secretaries to undertakethe secretarial audit of the company. The Secretarial Audit Report is annexed herewith asAnnexure III'.
The Secretarial Audit Report for the financial year ended 31st March 2016 do notcontain any qualification reservation adverse remark or disclaimer.
The Company does not have internal auditors.
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2016 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges that may occur in theindustry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and does not have anyqualifications reservations or adverse remarks except that the Company does not haveinternal auditors. The Board is looking for internal auditors and the vacancy will befilled shortly.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since your Company does not have the net worth of Rs. 500 Crore or more or turnover of
Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financialyear Section 135 of the Companies Act 2013 relating to Corporate Social Responsibilityis not applicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has signed uniform listing agreement with BSE Limited and framed thefollowing policies which are available on Company's website i.e. www. taazastores.com
Board Diversity Policy
Policy on preservation of Documents
Risk Management Policy
Whistle Blower Policy
Familiarisation programme for Independent Directors
Anti - Sexual Harassment Policy
Related Party Policy
Code of Conduct
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with Section 134 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 2016 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:
| ||2015-16 ||2014-15 |
|Foreign Exchange earnings ||4.93 ||267.10 |
|Foreign Exchange outgo ||- ||- |
The assets of your Company are adequately insured.
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
The company is in compliance with SS 1 & SS 2.
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 tothese Exchanges for the year 2016-17.
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' as definedunder Clause 49 of the Listing Agreement.
The Company has 6 subsidiaries (including step down subsidiaries) as on 31st March2016.
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 andany other applicable provisions of the Act (Corresponding to Section 212 of the CompaniesAct 1956 to the extent applicable) the Company is required to attach the Directors'Report Balance Sheet and Profit and Loss Account of the subsidiaries to the AnnualReport. The Ministry of Corporate Affairs Government of India vide its circular No.2/2011 dated 8th February 2011 has provided an exemption to companies from complying withSection 212 of The Companies Act 1956 provided such companies publish the auditedconsolidated financial statements in their annual report. Accordingly the Annual Report2015-16 does not contain the financial statements 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.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report Annexure.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules there under.
The Report on Corporate Governance as required under Sebi (LODR) Regulations 2015forms part of the Annual Report. a) Management Discussion & Analysis Report: Aspectsof Management Discussion and Analysis is enclosed as Annexure I to this report. b)Report on Corporate Governance: A separate report on Corporate Governance along withAuditor's Certificate on its compliance is enclosed as Annexure II to this report.
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 of Directors |
| ||CURA TECHNOLOGIES LIMITED |
| ||Sd/- |
|Place: Hyderabad ||(G. BALA REDDY) |
|Date: 28.11.2016 ||CHAIRMAN AND MANAGING DIRECTOR |