BOARD'S REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
Your Directors are pleased to present the Twenty Seventh Annual Report together withthe Audited Statement of Accounts for the Financial Year ended 31stMarch 2019.
|FINANCIAL RESULTS || |
(Amount in Rs. in Lakhs)
| ||Standalone |
|PARTICULARS ||Current Year ||Previous Year |
| ||2018-2019 ||2017-18 |
|Income || || |
|Software & Technical Services ||30.30 ||284.71 |
|Lease/Rental Income ||0.00 ||0.00 |
|Other Income ||76.87 ||4.20 |
|Total Income ||107.18 ||288.91 |
|Total Expenditure ||216.70 ||413.04 |
|Profit/(loss) before tax ||(109.52) ||(124.12) |
|Provision for Tax ||(3.58) ||1.34 |
|Net Profit/(Loss) after Tax ||(105.94) ||(125.47) |
|EPS- Basic ||(1.11) ||(1.31) |
|EPS Diluted ||(1.11) ||(1.31) |
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
Your Company has made an income (as per Indian GAAP) of Rs.107.18 Lakhs for theFinancial Year under review and incurred the Loss of Rs.105.94 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 year201819.
The Paid-up Equity Share Capital as on 31st March 2019 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 30.05.2018 14.06.2018 14.08.201814.11.2018 21.12.2018 and 14.02.2019 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:
As per the provisions of the Companies Act 2013 Mr. G Bala Reddy (holding DIN:01562665) will retire by rotation at the ensuing Annual General Meeting in terms ofSection 152 and other applicable provisions of the Companies Act 2013 and being eligibleoffers himself for re-appointment.
The details of the appointment/re-appointment of the director/s:
|Particulars ||Details |
|Name ||G. BALA REDDY |
|DIN ||01562665 |
|Date of Birth ||26.06.1965 |
|Date of Appointment ||07.04.2008 |
|Qualifications ||M.A. |
|No. of Shares held in the Company ||202609 |
|Directorships held in other companies (excluding private ||1. P R CEMENTS LTD |
|limited and foreign companies) ||2. I.C.S.A. (INDIA) LIMITED |
| ||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 Mrs. Lalitha Gudimetla and Mr. TelukutlaSrinivasa Rao Independent directors of the company to the effect that they are meetingthe criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Annexure-II).
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 appropriate are taken tomitigate 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 2018-19.There are no outstanding deposits as on 31.03.2019.
RELATED PARTY TRANSACTIONS:
The company has not entered into in any related party transaction particulars ofcontracts or arrangements with related parties referred to in Section 188(1) of theCompanies Act 2013 is not applicable.
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 and Senior Managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its 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. Seven Board Meetings were convened and held during the year.
The Board has constituted an Audit Committee with two Independent Directors namely Mrs.LALITHA GUDIMETLA and Mr. T Srinivasa Rao and one Executive Director Mr. G Bala Reddy asMembers. There have not been any instances during the year when recommendations of theAudit Committee were not 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 the annual accounts for the year ended 31st March 2019 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
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 a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit 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 fraud and other 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 allapplicable laws and that such systems were adequate and operating effectively.
M/s. P Murali& CO. Chartered Accountants (ICAI Reg. No. 007257S Hyderabad wasappointed as Statutory Auditors of the Company for the period of 5 years i.e for the FY2017-18 to 2021-22 at the Annual General Meeting held on 29th September 2017 subject toratification of such appointment every year by the members at every Annual GeneralMeeting.
However the Ministry of Corporate Affairs (MCA) vide its notification dated 7 May 2018has omitted the requirement under first proviso to section 139 of the Companies Act 2013and rule 3(7) of the Companies (Audit and Auditors) Rules 2014 regarding ratification ofappointment of statutory auditors by shareholders at every subsequent AGM. ConsequentlyM/s. P Murali & Co Chartered Accountants continues to be the statutory auditors ofthe company till the conclusion of 31st AGM as approved by shareholders at 26th AGM heldon 29th September 2017.
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 G P Reddy& Associates Practicing Company Secretaries to undertake thesecretarial audit of the company. The Secretarial Audit Report is annexed herewith asAnnexure I'.
The Secretarial Audit Report for the financial year ended 31st March 2019 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 2019 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.
RESPONSE TO AUDITORS OBSERVATIONS:
i. Attention is invited to qualification no. (ii) that the company has defaulted inrepayment of principle amount and repayment of interest in case of Term loan. InterestAmounting to Rs.92.30 Lakhs which is provided in the Books of Accounts but not paid Duringthe year. The Term loan has become Non- performing Asset and Bank has issued notices tothe company for payment of outstanding dues along with interest.
Management Response: The company has not provided interest in the Books ofAccounts and the same has not been paid due to not having sufficient cash flows ondecrease in the business during the year.
ii) Attention is invited to qualification no.(iii) that the company has written off thetrade receivables amounting to Rs.175.53 Lakhs and trade payables amounting to Rs.49.46Lakhs.
Management Response: The trade receivables of over years which have not beenreceived with several follow-ups has been written off during the accounting year and thetrade payables which are getting carried in the books of accounts for longer period withno claims from the creditors has been written back during the accounting year.
iii) Attention is invited to audited qualification no.(v) that the company incurredlosses during previous year and current financial year. In the current quarter too thecompany incurred loss of Rs. Rs. 105.94 lakhs. On account of accumulated losses thepaid-up capital and reserves of the company have been completely eroded. The Accumulatedlosses of the company is Rs. 7088.31 Lakhs as the company Net worth is reduced by balancesheet date. These conditions indicate the existence of a material uncertainty that maycast significant doubt on the company's ability to continue as going concern and thereforethe company may be unable to realize its assets and discharge its liabilities in thenormal course of business. The ultimate outcome of these matters is at present notascertainable. Accordingly we are unable to comment on the consequential impact if anyon the accompanying financial results These conditions would cast doubt about thecompany's ability to continue as a going concern basis.
Management Response: As the banks has sold the properties of the company andadjusted against the loans of the company and not given any support for business theoperations have been affected during the years 2017-18 & 2018-19. The management ofthe company is taking steps to improve the business in the year 2019-20 and will improvethe operations in the coming years. Hence the company's management is of the opinion thatthe company is Going Concern' only and the accounts have been prepared accordingly.
(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 ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearSection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable 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 andframed the following policies which are available on Company's website i.e.www.curatechnolgies.co.in
Board Diversity Policy
Policy on preservation of Documents
Risk Management Policy
Whistle Blower Policy
Familiarization programmed 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 2019 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 to adhere to the quality policy and meet itsclients' expectations.
|D. Foreign Exchange Earnings & Outgo: ||(Rs. in Crores) |
| ||2018-19 ||2017-18 |
|Foreign Exchange earnings ||0.303 ||2.85 |
|Foreign Exchange outgo ||- ||- |
INSURANCE: he 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.
The Company does not have subsidiary companies.
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 II.
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: 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 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: 04.09.2019 ||CHAIRMAN AND MANAGING DIRECTOR |