Your Directors have pleasure in presenting the Twenty Second Annual Reporttogether with the Audited Accounts of the Company for the financial year ended 31stMarch 2017.
1. REVIEW OF PERFORMANCE:
|Particulars ||31st March 2017 ||31st March 2016 |
|Income (Including Other Income) ||485.50 ||428.03 |
|Expenses (Including exceptional items) ||533.49 ||634.45 |
|Profit/(Loss) before Interest || || |
|Depreciation & Tax (PBIDTA) ||(47.99) ||(206.42) |
|Finance Charges ||9.62 ||11.01 |
|Depreciation & amortization ||84.78 ||57.58 |
|Net Profit/(Loss) Before Tax ||(142.39) ||(275.01) |
|Provision for tax including Deferred Tax ||(15.73) ||(3.86) |
|Net Profit/(Loss) after tax ||(126.65) ||(271.15) |
|Add / (Less): Share of Profit / || || |
|(Loss) on Associate Companies ||- ||- |
|Add / (Less): Minority Interest - || || |
|Share of Profit / (Loss) ||- ||- |
|Net Profit/(Loss) ||(126.65) ||(271.15) |
|EPS || || |
|Basic ||(0.16) ||(0.34) |
|Diluted ||(0.16) ||(0.34) |
2. GLOBAL OPERATIONS:
Your Company has recorded a consolidated income (as per Indian GAAP) of Rs. 4718.30Lakhs for the Financial Year under review and Loss of Rs. 224.38 Lakhs.
3. INDIAN OPERATIONS:
During the financial year 2016-17 your Company recorded turnover Rs. 485.50 Lakhs andincurred a Net Loss after tax of Rs. 126.65 Lakhs as compared to Turnover of Rs. 428.03Lakhs and Net Loss after tax of Rs. 271.15 Lakhs during the previous financial year.
Your Board of Directors is hopeful that the performance of the Company will improve inthe coming financial years.
Due to losses your directors do not recommend any dividends for the financial year2016-17.
Your Company has not accepted any deposits falling under Section 73 of the CompaniesAct 2013 and Companies (Acceptance of Deposits) Rules 2014 during the year.
6. SUBSIDIARY/ASSOCIATE COMPANIES:
The Company has 2 subsidiaries as on 31st March 2017. They are i) CatTechnology 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 tothe Board'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. 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.
8. 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 March2017 the applicable accounting standards have been followed along with the properexplanation relating 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 ended 31stMarch 2017 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.
9. BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL & COMMITTEESOF DIRECTORS:
a. Board Meetings:
The Board of Directors of the Company met Four times during the year 2016-17. Thedetails of which are given in the Corporate Governance Report. The gap intervening betweentwo meetings of the board did not exceed 120 days as prescribed in the Companies Act2013.
b. Changes in Directors & Key Managerial Personnel:
During the year there was no changes in the constitution of Board of Directors .
Ms. Nisha Jaiswal Director of the company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer herself for re-appointment.
d. Independent Directors:
The following Independent Directors who were appointed at the 19th AnnualGeneral Meeting held on 29th September 2014 for a period of Five (5) yearswill continue to be on the Board till the conclusion of Annual General Meeting to be heldin the calendar year 2019.
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.
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 if employeesso 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. Inline with the provisions of the Companies Act 2013 and the Listing Regulations the Boardhas approved a policy on related party transactions. An abridged policy on related partytransacations 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's lengthbasis.The details of the related party transactions as required under Section 134(3)(h)r/w Rule 8 of the Companies (Accounts) Rules 2014 is attached as Annexure 2.
M/s. Suresh Gupta Y & Co. Chartered Accountants Warangal Statutory Auditors ofthe Company retire at the ensuing annual general meeting and and in terms of theprovisions of Section 139 of the Companies Act 2013 read with Rule 6 of the Companies(Audit and Auditors) Rules 2014 they are not eligible for re-appointment for the nextFinancial Year 2017-18.
Accordingly on the basis of the recommendation of the Audit Committee the Board ofDirectors proposed to appoint M/s. Vinay T & Co Chartered Accountants as statutoryauditors of the Company from the conclusion of the forthcoming AGM till the conclusion ofthe 27th AGM to be held in the year 2022 subject to ratification of theirappointment at every AGM held after this AGM. M/s. Vinay T & Co Chartered Accountantshave furnished the Certificate of their eligibility for appointment in compliance withSection 141 of the Companies Act 2013.
M/s Suresh Gupta Y & Co. Chartered Accountants (the retiring Auditors) havecarried the Statutory Audit and the Notes on financial statement referred to in theAuditors' Report issued by them are self-explanatory and hence do not call for any furthercomments. The Auditors' Report does not contain any qualification reservation or adverseremark. The Auditors' Report is enclosed with the financial statements in this annualreport. have carried the Statutory Audit. With regard to observation of Auditors in theirAuditors Report regarding Statutory Dues pending for payment of more than 6 months yourDirectors would like to bring to your kind notice that delay in mainly due to short termscash flow problems of the company and management is working towards streamling cashflow toavoid delays in payment of dues. The Auditors' Report is enclosed with the financialstatements in this annual report.
11. SECRETARIAL AUDITORS:
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 2016-17. The Secretarial AuditReport for Financial year 2016-17 is herewith appended as Annexure 3 to the Board'sreport.
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.
12. 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.
13. 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.
14. 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 31.03.2017 are as follows
|SI. No ||Name of the Investee ||Nature of Investment ||Currency ||Amount in INR |
|1. ||Cat Technology FZE UAE ||100% Subsidiary ||Dhiram ||640030593 |
|2. ||Cat Technology Inc US ||100% Subsidiary ||USD ||40000000 |
|3. ||Cat Technology Fze || || || |
| ||Unsecured Loan ||Unsecured Loan ||Dhiram ||2383733 |
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
Company is engaged in the business of information technology and IT enabled servicesand operations of the company are not energy intensive hence the particulars relating toconservation of energy Technology Absorption as prescribed under Section 134(3)(m) ofthe Act read with Rule 8 of the Companies (Accounts) Rules 2014 are Nil.
Foreign Exchange earnings and outgo
|Particulars ||March 31 2017 |
|Foreign exchange earnings ||589.96 |
|Foreign exchange outgo ||Nil |
16. 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 5.
17. 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 2017 forms part of this Annual Report as
18. 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.
19. 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.
20. 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.
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 |
|Date: 30.10.2017 || || |
|Place: Hyderabad || || |
| ||Sd/- ||Sd/- |
| ||Dhiraj Kumar Jaiswal ||Nisha Jaiswal |
| ||Managing Director ||Director |
| ||DIN: 01119055 ||DIN: 01978821 |