Your Directors have pleasure in presenting the Twenty Fifth Annual Reporttogether with the Audited Accounts of the Company for the financial year ended 31stMarch 2020.
1. REVIEW OF PERFORMANCE:
(Amount in Lakhs.)
|Particulars ||2019-20 ||2018-19 |
|Income (Including Other Income) ||123.90 ||8.21 |
|Expenses (Including exceptional items) ||357.38 ||14.48 |
|Profit/(Loss) before Interest Depreciation &Tax (PBIDTA) ||(233.48) ||(6.27) |
|Finance Charges ||3.26 ||3.63 |
|Depreciation & amortization ||4.58 ||5.04 |
|Net Profit/(Loss) Before Tax ||(241.33) ||(14.94) |
|Provision for tax including Deferred Tax ||4.30 ||5.07 |
|Net Profit/(Loss) after tax ||(245.63) ||(20.00) |
|Add / (Less): Share of Profit / (Loss) on || || |
|Associate Companies ||- ||- |
|Add / (Less): Minority Interest || || |
|- Share of Profit / (Loss) ||- ||- |
|Net Profit/(Loss) ||(245.63) ||(20.00) |
|EPS || || |
|Basic ||(0.31) ||(0.25) |
|Diluted ||(0.31) ||(0.25) |
2. GLOBAL OPERATIONS:
Your Company has recorded a consolidated income (as per Ind AS) of Rs. 59.79 Crores forthe financial year under review and Profit (Loss) after tax of Rs 5.16 Crores.
3. INDIAN OPERATIONS:
During the financial year 2019-20 your company Nil turnover and other income of theCompany represents Accounts payable written off during the year. Further Company hasrecorded Net Loss after tax of Rs. 245.63 Lakhs as compared to Net Loss after tax of Rs.20.00 Lakhs during the previous financial year.
4. TRANSFER TO RESERVES:
It is not proposed to transfer any amount to reserve during the financial year endedMarch 31 2020
As company has no operations your directors do not recommend any dividends for thefinancial year 2019-20.
6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company do not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
7. ELECTRONIC ANNUAL REPORT:
In view of the continuing Covid-19 pandemic the MCA has vide its circular dated May05 2020 read with circulars dated April 08 2020 and April 13 2020 (collectivelyreferred to as "MCA Circulars") permitted the Annual Report to be sent throughelectronic mode accordingly electronic copies of the Annual Report for the financial year2019-20 and Notice of the AGM are sent to all shareholders whose email addresses areregistered with the Company. Members are requested to register their email ids withCompany or Registrar and Share Transfer Agent (RTA) of the Company for receiving e-copiesof Annual Report Notice to the AGM and other shareholder's communication.
8. PUBLIC DEPOSITS:
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.
9. SUBSIDIARY/ASSOCIATE COMPANIES:
The Company has 2 subsidiaries as on 31st March 2020. They are i) Cat Technology Incii) 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.
10. 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 in compliance with theRemuneration Policy of the Company as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in Form MGT-9 forming part of the Annual Report.
11. 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 March2020 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 2020 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 financial 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.
12. BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL & COMMITTEES OFDIRECTORS:
a. Board Meetings:
The Board of Directors of the Company met 04 (Four) times during the year 2019-20. 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. Key Managerial Personnel:
As at March 31 2020 the following have been designated as KMP of the Company asdefined under Sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:
Mr. Dhiraj Kumar Jaiswal Managing Director
Mr. Anurag Jaiswal Chief Financial Officer
c. Changes in Directors & Key Managerial Personnel:
There were no changes in the constitution of Board of Directors during the period underreview.
In order to comply with provisions of Section 152 of the Companies Act 2019 Mr. DineshJaiswal Director of the company retire by rotation at the ensuing Annual General Meetingand being eligible offer himself for re-appointment.
e. Independent Directors:
Mr. Omar Mohammed Second term w.e.f 29th September 2019 Mr.Shailender Singh Thakur w.e.f. 13.03.2018 Mr. Saibaba Gopathi w.e.f. 13.03.2018
f. 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.
g. 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.
h. 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.
i. 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.
j. 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 Committee periodically reviews the functioning of this mechanism. Nopersonnel of the Company was denied access to the Audit Committee. Further the details ofthe same is explained in the Corporate Governance Report.
k. Related Party Transactions:
During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions and also not enteredinto any contracts / arrangements / transactions with related parties were in the ordinarycourse of business and on an arm's length basis. Hence disclosure pursuant to clause (h)of sub-section (3) of section 134 of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 is not applicable to the company.
13. MATERIAL CHANGES AND COMMITMENTS FROM THE DATE OF CLOSURE OF FINANCIAL YEAR:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.
14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS:
During the financial year SEBI vide its No. WTM/GM/EFD/01/2019-20 dated 03 April 2019has prohibited company and promoters of the Company from accessing the capital market anddealing in securities or instruments for a period of 5 year from the date of Order.Company has filed appeal before SEBI Appelte authority against this Order.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As your company doesn't have net worth exceeding rupees five hundred crore or turnoverexceeding rupees one thousand crore or net profit exceeding five crore doesn't fall underthe criteria to comply with provisions of Corporate Social Responsibility u/s 135 hencethe disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules2014 are not required to be made.
16. COST AUDIT & RECORDS:
The provisions of Cost audit u/s 148 and Cost Records are not applicable to theCompany.
M/s. Ramu and Ravi Chartered Accountants (FRN 006610S) Statutory Auditors wereappointed at the 24th AGM of the Company to hold the office for a periodof five years until the conclusion of the Annual General Meeting of the Company to be heldin the financial year 2024. The Company has obtained consent from the Auditors expressingtheir willingness to continue as statutory Auditors for financial year 2020-21 and thatthey are eligible for such continuation of their appointment.
Further pursuant to section 142 of the Companies Act 2013 payment of remuneration toAuditors requires approval of members in general meeting hence resolution commended forthe approval of Shareholders to authorize the board to negotiate and fix theirremuneration for FY 2020-21.
18. AUDITORS' REPORT:
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 andthere are no further qualification reservations or adverse remarks. The Auditors' Reportis enclosed with the financial statements in this annual report.
19. DETAILS OF FRAUD REPORT BY AUDITORS:
The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143(12) of the Companies Act 2013.
20. 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 2019-20. The Secretarial AuditReport for financial year 2019-20 is herewith appended as Annexure - 2 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 inspite ofacute financial position of the company and with regards non-compliance of Regulation47(1)(a) of the Listing Regulations you board of directors taken note of non complianceand will be more diligent in future.
21. AUDIT COMMITTEE RECOMMENDATIONS:
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.
22. 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 - 3 to the Boards' Report.
23. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India(ICSI) and that such systems are adequate and operating effectively.
24. 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. Disclosure of Loans and Investements outstanding as as 31.03.2020are as follows
|SI. No ||Name of the Investee ||Nature of Amount ||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 ||Dhiram ||1788414 |
| || Unsecured Loan || || || |
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
As your Company is engaged in the business of information technology and IT enabledservices and operations of the company are not energy intensive hence the particularsrelating to conservation of energy Technology Absorption as prescribed under Section134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 are Nil.
Foreign Exchange earnings and outgo: (in Rs)
|Particulars ||March 31 2020 |
|Foreign exchange earnings ||Nil |
|Foreign exchange outgo ||Nil |
26. 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 - 4.
27. 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 2020 forms part of this Annual Report asAnnexure - 5
28. 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.
29. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company is always committed to promote a work environment free from discriminationand harassment based on gender thereby providing a friendly workplace environment. Itensures that all employees are treated with dignity and there is no discrimination betweenindividuals on the basis of their race colour gender religion political opinionsocial origin sexual orientation or age.
The Company has created a policy for Prevention of Sexual Harassment of Women atworkplace to seek recourse and redressal to instances of sexual harassment. An InternalComplaints Committee has been constituted in line with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
During the year ended March 31 2020 the Company has not received any complaintpertaining to sexual harassment in terms of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
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: 01.09.2020 || || |
|Place: Hyderabad ||Sd/- ||Sd/- |
| ||Dhiraj Kumar Jaiswal ||Nisha Jaiswal |
| ||Managing Director ||Director |
| ||DIN: 01119055 ||DIN: 01978821 |