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Directors Report of CAT Technologies Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Nineteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

REVIEW OF PERFORMANCE:

Global Operations:

Your Company has recorded a consolidated income (as per Indian GAAP) of Rs. 478.09 Millions for the Financial Year under review and Loss of Rs.797.20 Millions.

Indian Operations:

During the financial year 2013-14 your Company recorded turnover of Rs..39.34 Millions and incurred a Net Loss after tax of Rs. 26.17 Millions compared to Turnover of Rs.74.48 Millions and Net Loss after tax of Rs. 17.10 Millions during the previous financial year.

Your Board of Directors is hopeful that the performance of the Company will improve in the coming financial years.

DIVIDEND:

Due to losses, your directors do not recommend any dividends for the financial year 2013-14.

DEPOSITS:

Company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS:

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Deepak Singh, Mr. Syed Mohiuddin Ahmed and Mr. Omar Mohammad as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Further, Mr. Laxmi Prashad Jaiswal, Director of the company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board recommends their re/appointment.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be furnished U/s 217 (2A) of the Companies Act, 1956 read with Companies Act (Particulars of employees) Rules 1988, as the remuneration of none of the employees has crossed the limits specified therein.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors of your Company hereby confirm that:

i. In the preparation of Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed except for retirement benefits which is being accounted for on cash basis along with the proper explanation relating to material departures, if any, there from;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and of the profit and loss of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

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 clause (e) of Sub-section (1) of Section 217 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and form part of the Directors Report for the period ended 31st March, 2014 is follows:

A. Conservation of Energy - Your Company is engaged in Software Development and IT Enabled 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, designs, frameworks, processes and methodologies continue to be of importance at your Company. This allows Company to enhance quality and productivity and customer satisfaction through continuous innovation.

C. Technology Absorption - Not Applicable D.Foreign Exchange Earnings & Outgo:(Rs.in Lakhs)

SUBSIDIARY COMPANIES:

The Audit Committee of the Company reviews the financial statements of the subsidiary companies. The Audit Committee also reviews investment made by subsidiary companies, minutes of their Board meetings, and the statement of all significant transactions and arrangements entered into by the subsidiary companies.

The Company has 2 subsidiaries as on 31st March 2014 (i.e) Cat Technology Inc and Cat Technology FZE.

The Consolidated Financial Statements represented by the Company includes the Audited Financial Information of its subsidiaries.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of the subsidiaries to the annual report. The Ministry of Corporate Affairs, Government of India vide its circular No. 2/2011 dated 8 February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in their annual report. Accordingly, the annual report 2013-14 does not contain the financial statements of the subsidiaries.

The audited financial statement and related information of the subsidiaries will be made available for inspection during business hours at our registered office in Hyderabad, India and separate copy of such statements will be provided at the request of the members

AUDITORS:

M/s. Suresh Gupta Y & Co., Chartered Accountants, Warangal, statutory Auditors of the Company retire at the ensuing annual general meeting and being eligible offer themselves for re-appointment.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to re-appoint M/s. Suresh Gupta & Co, Chartered Accountants as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 22nd AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. M/s. Suresh Gupta & Co, Chartered Accountants have furnished the Certificate of their eligibility for appointment in compliance with Section 141 of the Companies Act, 2013.

The Board recommends their re-appointment.

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with auditors'' certificate thereon and Management Discussion and Analysis are attached and form part of this report.

ACKNOWLEDGEMENTS:

Your Directors have pleasure in recording their appreciation for the assistance extended to the Company by various officials of the Central and State Governments and Commercial Banks.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Investors, Suppliers, Bankers for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company.

BY ORDER OF THE BOARD For CAT TECHNOLOGIES LIMITED Sd/- LAXMI PRASHAD JAISWAL CHAIRMAN

Place: Hyderabad Date : 30.08.2014


Mar 31, 2012

To The Members

The Directors have pleasure in presenting the Seventeenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012.

REVIEW OF PERFORMANCE:

Global Operations:

Your Company has recorded a consolidated income (as per Indian GAAP) of Rs. 1009.91 Millions for the Financial Year under review and Loss of Rs. 69.01 Millions.

Indian Operations:

During the financial year 2011-12 your Company recorded turnover of Rs. 85.56 Millions and incurred a Net Loss after tax of 4.82 Millions compared to Turnover of Rs. 74.56 Millions and Net Loss after tax of Rs. 1.29 Million during the previous financial year.

Your Board of Directors are hopeful that the performance of the Company will improve in the coming financial years.

DIVIDEND:

Due to losses, no dividend has been recommended by directors for the financial year 2011-12.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS:

During the period under review Mr. Vinod Kumar Sriram and Mr. Dhaduvai Venkatram, Directors of the Company have resigned from the office of Directorship and Mr. Omar Mohammad was appointed on the Board of the Company w. e. f 14.05.2012. The Board recommends his re- appointment.

Further, Mr. C K M Prasad, Director of the Company retires by rotation at the ensuing Annual General Meeting and expressed his unwillingness for re-appointment.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be furnished U/s 217 (2A) of the Companies Act, 1956 read with Companies Act (Particulars of employees) Rules 1988, as the remuneration of none of the employees has crossed the limits specified therein.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors of your Company hereby confirm that:

i. In the preparation of Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed except for retirement benefits which is being accounted for on cash basis along with the proper explanation relating to material departures, if any, there from;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the profit and loss of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

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 clause (e) of Sub-section (1) of Section 217 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and form part of the Directors Report for the period ended 31st March, 2012 is follows:

A. Conservation of Energy - Your Company is engaged in Software Development and IT Enabled 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, designs, frameworks, processes and methodologies continue to be of importance at your Company. This allows Company to enhance quality and productivity and customer satisfaction through continuous innovation.

C. Technology Absorption - Not Applicable

D. Foreign Exchange Earnings & Outgo: (Rs. in Lakhs) 2011-12 2010-11

Foreign Exchange earnings 608.65 804.60

Foreign Exchange outgo -- --

SUBSIDIARY COMPANIES:

The Audit Committee of the Company reviews the financial statements of the subsidiary companies. The Audit Committee also reviews investment made by subsidiary companies, minutes of their Board meetings, and the statement of all significant transactions and arrangements entered into by the subsidiary companies.

The Company has 2 subsidiaries as on 31st March 2012 (i. e) Cat Technology Inc and Cat Technology FZE.

The Consolidated Financial Statements represented by the Company includes the Audited Financial Information of its subsidiaries.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of the subsidiaries to the annual report. The Ministry of Corporate Affairs, Government of India vide its circular No. 2/2011 dated 8 February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in their annual report. Accordingly, the annual report 2011-12 does not contain the financial statements of the subsidiaries. The audited annual accounts and related information of the subsidiaries, where applicable, will be made available for inspection during business hours at our registered office in Hyderabad, India.

AUDITORS:

M/s. Ramu & Ravi, Chartered Accountants, Hyderabad, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and expressed their unwillingness to be re-appointed.

Further Company is in receipt of letter from M/s Suresh Gupta. Y & Co. Chartered Accountants, expressing their willingness to be appointed as Statutory Auditors of the Company and further intimating that in the event of their appointment as statutory auditors at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

Board recommends their appointment.

CORPORATE GOVERNANCE:

a) Management Discussion & Analysis Report: Aspects of Management Discussion and Analysis is enclosed as Annexure - I to this report.

b) Report on Corporate Governance: A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is enclosed as Annexure - II to this report.

ACKNOWLEDGEMENTS:

Your Directors have pleasure in recording their appreciation for the assistance extended to the Company by various officials of the Central and State Governments and Commercial Banks.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company.

BY ORDER OF THE BOARD

For CAT TECHNOLOGIES LIMITED

Place:Hyderabad

Date: 29.08.2012

Sd/-

LAXMI PERSHAD JAISWAL

CHAIRMAN


Mar 31, 2010

To The Members

The Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

REVIEW OF PERFORMANCE: Global Operations

Your Company has recorded a consolidated income of Rs.1594.18 millions for the Financial Year under review and profit of Rs. 621.96 millions Your Company has achieved robust growth for the year 2009-10 from the global IT Software and IT Enabled Services.

Indian Operations

During the financial year 2009-010 your Company recorded turnover of Rs. 82.88 millions and earned a net profit after tax of Rs. 3.01 millions compared to Turnover of Rs. 99.01 millions and net profit after tax of Rs. 22.99 millions during the previous financial year.

Your Board of Directors are hopeful that the performance of the Company will further improve in the coming financial years.

DIVIDEND:

Due to expansion plans of the Company, your Directors do not recommend any dividend for the financial year 2009-10.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS:

Mr. Syed Mohiuddin Ahmed, Deepak Singh and Mr. Vinod Kumar Sriram, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be furnished U/s 217 (2A) of the Companies Act, 1956 read with Companies Act (Particulars of employees) Rules 1988, as the remuneration of none of the employees has crossed the limits specified therein.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors of your Company hereby confirm that:

i. In the preparation of Annual Accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed except for retirement benefits which is being accounted for on cash basis along with the proper explanation relating to material departures, if any, there from;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2010 and of the profit and loss of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

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 clause (e) of Sub-section (1) of Section 217 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and form part of the Directors Report for the period ended 31st March, 2010 is follows:

A.Conservation of Energy - Your Company is engaged in Software Development and IT Enabled 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, designs, frameworks, processes and methodologies continue to be of importance at your Company. This allows Company to enhance quality and productivity and customer satisfaction through continuous innovation.

C. Technology Absorption - Not Applicable

D. Foreign Exchange Earnings & Outgo: (Rs. in Lakhs)

2009-10 2008-09

Foreign Exchange earnings 851.19 916.66

Foreign Exchange outgo 4.71 1.68

SUBSIDIARY COMPANIES:

Pursuant to provisions of Section 212 of the Companies Act, 1956, the audited Balance Sheet and Profit and Loss account, auditor''s report of subsidiary companies namely Cat Technology Inc and Cat Technology FZE are attached to the Audited Balance Sheet of the Company.

The Consolidated Financial Statements represented by the Company includes the Audited Financial Information of its subsidiaries.

AUDITORS:

B Srinivas Rao, Chartered Accountant, Hyderabad as Statutory Auditors of the Company retire at conclusion ensuing Annual General Meeting and has expressed his unwillingness for re- appointment as auditors of the company on statutory grounds. Further Company is in receipt of confirmation from Ramu & Ravi , Chartered Accountants, 814, Raghavaratna Towers, Chirag Ali Lane, Abids, Hyderabad. expressing their willingness for appointment as statutory auditor of the Company and confirmed that in the event of their re-appointment as statutory auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

Audit committee of company recommended for appointment of Ramu & Ravi,Chartered Accountants, 814, Raghavaratna Towers, Chirag Ali Lane, Abids, Hyderabad. and Board recommend their appointment.

CORPORATE GOVERNANCE:

a)Report on Corporate Governance: A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is enclosed as Annexure - II to this report.

b)Management Discussion & Analysis Report: Aspects of Management Discussion and Analysis is enclosed as Annexure - I to this report.

ACKNOWLEDGEMENTS:

Your Directors have pleasure in recording their appreciation for the assistance extended to the Company by various officials of the Central and State Governments and Commercial Banks.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company. BY ORDER OF THE BOARD

For CAT TECHNOLOGIES LIMITED

Sd/-

Place: Hyderabad LAKSHMI PARSAD JAISWAL

Date: 26.08.2010 CHAIRMAN

 
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