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Directors Report of Cura Technologies Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

REVIEW OF PERFORMANCE:

The Highlights of the financial results is as below

(Standalone, Amount in Rs. Lakhs)

Particulars Current Year Previous Year 2014-15 2013-14 Income

Software & Technical Services 557.73 542.08

Lease/Rental Income 314.46 309.22

Other Income 11.24 12.11

Total Income 883.43 863.41

Total Expenditure 3349.78 1,344.72

Profit/(loss) before tax (2466.36) (481.31)

Provision for Tax (13.12) (16.15)

Net Profit/(Loss) after Tax (2453.24) (465.16)

EPS- Basic (25.67) (4.87)

EPS - Diluted (25.67) (4.87)

Global Operations:

Your Company has recorded a consolidated income (as per Indian GAAP) of 3193.72 Lakhs for the Financial Year under review and Loss of 12705.34 Lakhs.

DIVIDENDS:

Due to losses, no dividend has been recommended by directors for the financial year 2014-15

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling under Section 76(1) of the Companies Act, 2013 read with the Rule 2 of the Companies (Acceptance of Deposits) Rules 2014 during the year under review.

DIRECTORS:

During the year Sri. Bala Reddy G retires by rotation and being eligible offers himself for re-appointment. The Board recommends his reappointment.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be furnished U/s 197 (12) of the Companies Act,2013 and any other applicable provisions of the Act read with Rues 5(2) and 5(3) of the Companies, (Appointments and remuneration Managerial Personnel) Rules 2014, as the remuneration of none of the employees has crossed the limits specified therein.a

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 and any other applicable provisions of the Act the Directors of your Company hereby confirm that :

i. That in the preparation of Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed 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, 2015 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 Section 134(5) of Companies Act, 2013 and any other applicable provisions of the Act read with the Companies (Accounts) Rules, 2014 and form part of the Directors Report for the period ended 31st March, 2015 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 - The Company being a knowledge based entity, continuously adapt itself to changing technologies so as to adhere to the quality policy and meet its clients' expectations.

D. Foreign Exchange Earnings & Outgo:

2014-15 2013-14

Foreign Exchange earnings Rs. 267.10 Rs. 393.92

Foreign Exchange outgo - Rs. 10.57

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 these Exchanges for the year 2015-16.

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. None of the Indian subsidiary of the Company falls under the term 'material non-listed Indian subsidiary' as defined under Clause 49 of the Listing Agreement.

The Company has 6 subsidiaries (including step down subsidiaries) as on 31st March 2015.

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 Audited Financial Information of its subsidiaries

As per Section 129(3) of Companies Act 2013 and any other applicable provisions of the Act (Corresponding to Section 212 of the Companies Act, 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 Annual Report. 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 with Section 212, of The Companies Act 1956, provided such companies publish the audited consolidated financial statements in their annual report. Accordingly, the Annual Report 2014-15 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 of copy of such statements will be provided at the request of the members.

SECRETARIAL AUDITOR :

Dr Mohan S Rao, Practising Company Secretary has been appointed as the Secretarial Auditor to carry out the Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder. The Report of the Secretarial Auditor is enclosed to this Report as Annexure "III".

AUDITORS:

M/s. Rambabu & CO., Chartered Accountants, Hyderabad as statutory Auditors of the Company retires at the ensuing annual general meeting.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to ratify the appointment of M/s. Rambabu & CO., (ICAI Reg. No. 002976S) as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 28 th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. M/s. Rambabu & 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 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 thank customers, vendors, bankers, and service providers as well as regulatory and Governments Authorities for their support.

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 CURA TECHNOLOGIES LIMITED

Sd/- BALA REDDY G Chairman & Managing Director Place : Hyderabad Date : 27.08.2015


Mar 31, 2014

Dear members,

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

REVIEW OF PERFORMANCE:

The Highlights of the financial results is as below

(Standalone, Amount in Rs. Lakhs)

Particulars Current Year Previous Year 2013-14 2012-13

Income

Software & Technical Services 542.08 529.03

Lease/Rental Income 309.22 251.19

Other Income 12.11 25.05

Total Income 863.41 805.27

Total Expenditure 1,344.72 876.85

Profit/(loss) before tax (481.31) (71.59)

Provision for Tax (16.15) (9.12)

Net Profit/(Loss) after Tax (465.16) (62.46)

EPS - Basic (4.87) (0.65)

EPS - Diluted (4.87) (0.65)

Global Operations:

Your Company has recorded a consolidated income (as per Indian GAAP) of Rs. 3678.31 Lakhs for the Financial Year under review and loss of Rs. 1800.54 Lakhs.

DIVIDENDS:

Due to losses, no dividend has been recommended by directors for the financial year 2013 - 14

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 under review.

DIRECTORS:

During the year Smt. Velangini Mary Gopu and Shri. Shyam Sunder Reddy Vangala resigned from the directorship of the company w.e.f 03.01.2014 and 21.02.2014 respectively, the Board puts on record its appreciation for services rendered by them as director of the Company.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with Stock Exchanges, appointed Smt. Lalitha Gudimetla, Sri Venkata Reddy Nalabolu, Sri Avula Venkata Narayana Reddy as Independent Directors of the Company.

The Board of Directors of your Company, after reviewing the provisions of the Act, are of the opinion that Smt. Lalitha Gudimetla, Sri Venkata Reddy Nalabolu, Sri Avula Venkata Narayana Reddy fulfills the criteria specified in the Act and the Rules made there under to be eligible to be appointed as Independent Director pursuant to the provisions of section 149 of the Act and Clause 49 of the Listing Agreement and recommend for his appointment as Independent Director.

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 Sri Venkateswara Rao Gudipudi, who shall retire by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

The Board recommends their re/appointments.

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. that in the preparation of Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed 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 - The Company being a knowledge based entity, continuously adapt itself to changing technologies so as to adhere to the quality policy and meet its clients'' expectations.

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 these Exchanges for the year 2014-15.

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. None of the Indian subsidiary of the Company falls under the term ''material non-listed Indian subsidiary'' as defined under Clause 49 of the Listing Agreement.

The Company has 6 subsidiaries (including step down subsidiaries) as on 31st March 2014.

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 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 8th 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 of copy of such statements will be provided at the request of the members.

REPLY TO AUDITORS QUALIFICATIONS/OBSERVATIONS:

With reference to Auditor qualification vide Para 11 of Annexure to Auditor''s Report on Standalone Financial Statements, Board herewith bring to your kind notice that company is undergoing acute financial crisis due to slow down of business in major markets of the company abroad, viz. Australia, Europe, America etc. Consequently revenue of the company is being tremendously effected, leading to shortfall in cash flows. Hence company could not re-pay the loans.

Further Auditors'' observation vide point 4 of Auditor''s Report on consolidated Financial Statements is self explanatory.

AUDITORS:

M/s. Rambabu & CO., Chartered Accountants, Hyderabad as statutory Auditors of the Company retires at the ensuing annual general meeting.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Rambabu & CO., (ICAI Reg. No. 002976S) as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 28th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. M/s. Rambabu & 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 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 thank customers, vendors, bankers, and service providers as well as regulatory and Governments Authorities for their support.

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 CURA TECHNOLOGIES LIMITED

Sd/- BALA REDDY GOPU Place : Hyderabad Chairman & Managing Director Date : 30.08.2014


Mar 31, 2013

To The Members

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

REVIEW OF PERFORMANCE:

The Highlights of the financial results is as below

(Standalone, Amount in Rs. Lakhs)

Particulars Current Year Previous Year 2012-13 2011-12

Income

Software & Technical Services 529.03 948.60

Lease/Rental Income 251.19 329.12

Other Income 25.05 10.69

Total Income 805.27 1288.41

Total Expenditure 876.85 1452.17

Profit/(loss) before tax (71.59) (163.76)

Provision for Tax (9.12) (23.01)

Net Profit/(Loss) after Tax (62.46) (140.74)

EPS- Basic (0.65) (147)

EPS - Diluted (0.65) (147)

Global Operations:

Your Company has recorded a consolidated income (as per Indian GAAP) of Rs. 4179.16 Lakhs for the Financial Year under review and profit of Rs. 12.06 Lakhs.

DIVIDENDS:

No dividend has been recommended by directors for the financial year 2012-13.

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 under review.

DIRECTORS:

Mr. Shyam Sunder Reddy Vangala & Mr. Venkata Reddy Nalabolu Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves 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. EMPLOYEES STOCK OPTION PLAN

Your Company has One Plan in operation, namely, ESOP 2008 Plan. The Company has granted options to its employees under this scheme. As required by clause 12 of SEBI (Employee stock option scheme & employee stock purchase scheme) Guidelines, 1999, the particulars of the stock option granted & other disclosures as on 31.03.2013 are furnished as Annexure - I

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, 2013, the applicable accounting standards have been followed 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, 2013 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, 2013 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 -The Company being a knowledge based entity, continuously adapt itself to changing technologies so as to adhere to the quality policy and meet its clients'' expectations.

D. Foreign Exchange Earnings & Outgo:

2012-13 2011-12

Foreign Exchange earnings Rs. 66.38 Rs. 8.24

Foreign Exchange outgo Rs. 305.30 Rs. 401.35

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 to these Exchanges for the year 2013-14.

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. None of the Indian subsidiary of the Company falls under the term ‘material non listed Indian subsidiary'' as defined under Clause 49 of the Listing Agreement.

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 8th 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 2012-13 does not contain the financial statements of the subsidiaries. The audited annual accounts and related information of the following subsidiaries, where applicable, will be made available for inspection during business hours at our registered office in Hyderabad, India.

The Company has 6 subsidiaries (including step down subsidiaries) as on 31st March 2013.

CURA Global GRC Solutions Pte Ltd, Singapore

CURA Risk Management Software (PTY) Limited, South Africa

CURA Software Solutions UK Limited, UK

CURA Software Solutions Company, USA

CURA Risk Management Software (PTY) Limited, Australia

Softpro Technologies Private Limited

AUDITORS:

M/s. RAMBABU & CO., Chartered Accountants, Hyderabad as statutory Auditors of the Company retire at the ensuing annual general meeting and being eligible offer themselves for re- appointment.

Further Company is in receipt of confirmation from M/s. Rambabu & Co, Chartered Accountants 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.

Board recommends their re-appointment.

CORPORATE GOVERNANCE:

a) Management Discussion & Analysis Report: Aspects of Management Discussion and Analysis is enclosed as Annexure – II 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 – III to this report.

ACKNOWLEDGEMENTS:

Your Directors thank customers, Vendors, bankers, and service providers as well as regulatory and Governments Authorities for their support.

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 CURA TECHNOLOGIES LIMITED

Place: Hyderabad

Date: 02.09.2013 Sd/-

G. BALA REDDY

Chairman & Managing Director


Mar 31, 2012

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

REVIEW OF PERFORMANCE:

The Highlights of the financial results are as below

(Amount in Lakhs)

Particulars Current Year Previous Year 2011-12 2010-11

Income

Software & Technical Services 948.60 1,298.39

Lease/Rental Income 339.81 465.91

Total Income 1288.41 1,764.30

Total Expenditure 1452.17 1,357.36

Profit/(loss) before tax (163.76) 406.94

Provision for Tax (23.01) 101.31

Net Profit/(Loss) after Tax (140.74) 305.62

EPS- Basic -1.47 3.67

EPS - Diluted -1.47 3.65

Global Operations:

Your Company has recorded a consolidated income (as per Indian GAAP) of Rs. 501,762,933 for the Financial Year under review and Loss of Rs.82,272,305.

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 under review.

DIRECTORS:

Mr. Sarveswar Reddy Mandra, Director of the Company retires by rotation at the ensuing Annual General Meeting and expressed his unwillingness for re-appointment.

Further, Mrs. Velangini Mary Gopu, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

The Board recommends her re-appointment.

PARTICULARS OF EMPLOYEES:

The information required under U/s 217 (2A) of the Companies Act, 1956 read with Companies Act (Particulars of employees) Rules 1988, is given as annexure, to this report, which forms a part of this report as Annexure - I

EMPLOYEES STOCK OPTION PLAN

Your Company has One Plan in operation, namely, ESOP 2008 Plan. The Company has granted options to its employees under this scheme. As required by clause 12 of SEBI (Employee stock option scheme & employee stock purchase scheme) Guidelines, 1999, the particulars of the stock option granted & other disclosures as on 31.03.2012 are furnished as annexure - II

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 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: 2011-12 2010-11

Foreign Exchange earnings Rs. 824,226/- Rs. 128,711,692/-

Foreign Exchange outgo Rs. 40,135,445/- Rs. 71,198,096/-

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 the these Exchanges for the year 2012-13.

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. None of the Indian subsidiary of the Company falls under the term 'material non listed Indian subsidiary' as defined under Clause 49 of the Listing Agreement.

The Company has 6 subsidiaries (including step down subsidiaries) as on 31st March 2012.

CURA Global GRC Solutions Pte Ltd, Singapore

Cura, Singapore reported revenues ofRs. 23,666,491 as against previous year's Rs. 82,435,660. The Net profit/(loss) for the year is Rs. (34,646,872) as against profit/ (loss) of Rs. (94,153,891) in the previous year

CURA Risk Management Software (PTY) Limited, South Africa

Cura, South Africa reported revenues of Rs. 233,027,811 as against previous year's Rs.199,929,470. The Net profit for the year is Rs. 1,812,547 as against loss of Rs (37,744,153) in the previous year.

CURA Software Solutions UK Limited, UK

Cura, UK reported revenues of Rs 29,446,206 as against previous year's Rs.39,594,841. The Net loss for the year is Rs. (1,947,333) as against loss of Rs (12,420,027) in the previous year.

CURA Software Solutions Company, USA

Cura, USA reported revenues of Rs 27,676,197 as against previous year's Rs.63,353,932. The Net loss for the year is Rs. (20,609,263) as against loss ofRs (9,724,919) in the previous year.

CURA Risk Management Software (PTY) Limited, Australia

Cura, Australia reported revenues of Rs 150,756,737 as against previous year's Rs.118,910,879. The Net loss for the year is Rs. (1,446,505) as against loss of Rs (6,548,385) in the previous year.

Softpro Technologies Private Limited

Softpro Technologies reported revenues of Rs Nil as against previous year's Rs. Nil. The Net profit/(loss) for the year is Rs. (787) as against loss of Rs (154,610) in the previous year.

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.

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

AUDITORS:

M/s. RAMBABU & CO., Chartered Accountants, Hyderabad as statutory Auditors of the Company retire at the ensuing annual general meeting and being eligible offer themselves for re-appointment.

Further Company is in receipt of confirmation from M/s. Rambabu & Co, Chartered Accountants 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.

Board recommends their re-appointment.

CORPORATE GOVERNANCE:

a) Management Discussion & Analysis Report: Aspects of Management Discussion and Analysis is enclosed as Annexure — III 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 — IV to this report.

ACKNOWLEDGEMENTS:

Your Directors thank customers. Vendors, bankers, and service providers as well as regulatory and Governments Authorities for their support.

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 CURA TECHNOLOGIES LIMITED

Place: Hyderabad

Date: 27.08.2012

Sd/-

G. BALA REDDY

Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Accounts for the financial year ended 31st March 2011

Financial Highlights on Standalone basis:

The Highlights of the financial results for the year 2010-2011 are as below :

(Rs.)

Particulars As at 31 st March 2011 As at 31 st March 2010

INCOME

Software & Technical Services 129,839,407 101,057,296

Lease / Rental Income 43,745,982 46,615,344

Other Income 5,304,345 5,699,480

TOTAL INCOME 178,925,734 153,372,120

EXPENDITURE 138,231,780 114,277,520

PROFIT BEFORE TAX 40,693,954 39,094,601

PROFIT AFTER TAX 30,562,460 28,513,920

EPS- BASIC 3.67 4.29

EPS- DILUTED 3.65 3.39

REVIEW OF OPERATIONS

For the financial year ended March 31, 2011, your Company had reported a total income of Rs. 178,925,734 an increase of 16.67% as against Rs. 153,372,120 during the previous financial year. The company recorded a net profit of Rs. 30,562,460 as against Rs. 28,513,920.

SHARE CAPITAL

Issued & Subscribed Capital

Your Company has allotted 2,595,000 Equity shares on preferential basis and ESOP. With this, your company's capital has become Rs. 95,200,000 divided into 9,520,000 Equity shares of Rs. 10 each as on 31.03.2011.

Sl.No. Date of Allotment Particulars of Allotment No. of Shares Allotted

1 07.04.2010 Allotment on Preferential Basis 350,000

2 21.04.2010 Allotment on Preferential Basis 350,000

3 29.04.2010 Allotment on Preferential Basis 300,000

4 22.06.2010 Allotment on Preferential Basis 100,000

5 23.07.2010 Allotment of Equity Shares representing 30% 30,000 of Stock options granted under employee stock Option Scheme 2008, allotted at the discounted price of Rs. 42 per Equity Shares of Rs. 10 each

6 29.07.2010 Allotment on Preferential Basis 100,000

7 01.09.2010 Allotment on Preferential Basis 65,000

8 29.10.2010 Allotment on Preferential Basis 100,000

9 22.12.2010 Allotment on Preferential Basis 200,000

10 07.01.2011 Allotment on Preferential Basis 200,000

11 08.01.2011 Allotment on Preferential Basis 200,000

12 21.01.2011 Allotment on Preferential Basis 300,000

13 22.01.2011 Allotment on Preferential Basis 300,000

Total 2,595,000

DIVIDEND:

Your Board of Directors recommended a Dividend of Rs. 0.20 (2%) per Equity Share of Rs. 10 each, for the financial year 2010- 2011.

FIXED DEPOSITS:

The company has not invited any Fixed Deposits from the public during the year.

INSURANCE:

The Properties and Assets of the company are adequately insured.

PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956

Pursuant to the provisions of Section 212 of the Companies Act, 1956 (Act), documents in respect of the various subsidiaries viz., Directors' Report, Auditor's Report, Balance Sheet and Profit and Loss Account, are required to be attached to the Balance Sheet of the holding company. However, in terms of the provisions of Section 212(8) of the Act, the Government of India, Ministry of Corporate Affairs, has vide letter No. 47/15/ 2011-CL-III dated 27 January 2011 granted exemption from the provisions of Section 212(1) of the Act. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries of the Company. However, the Company will make available the audited annual accounts and related detailed information of the subsidiaries to the shareholders upon request in accordance with the applicable law. These documents are also available for inspection at the Registered Office of the Company during business hours. The details of accounts of individual subsidiary companies will also be available on the website of the Company.

A statement pursuant to the provisions of Section 212(1)(e) of the Act appears as Annexure-D in the Annual Report.

SUBSIDIARY COMPANY

Softpro Technologies Pvt. Limited, India

Softpro Technologies reported revenues of Rs. Nil as against previous year's Rs. 13,689,640. The Net Loss for the year was Rs. 154,610 as against Profit of Rs. 747,184 in the previous year.

Cura Global GRC Solutions Pte Limited, Singapore

Cura, Singapore reported revenues of Rs. 82,435,660 as against previous year's Rs. 145,123,422. The Net Loss for the year was Rs. 94,153,891 as against Profit of Rs. 66,671,880 in the previous year.

Cura Risk Management Software (PTY) Limited, South Africa

Cura, South Africa reported revenues of Rs. 199,929,470 as against previous year's Rs. 162,318,463. The Net Loss for the year was Rs. 37,744,153 as against Rs. 44,495,683 in the previous year.

Cura Software Solutions UK Limited, UK

Cura, UK reported revenues of Rs. 39,594,841 as against previous year's Rs. 32,720,355. The Net Loss for the year was Rs. 12,420,027 as against Rs. 13,223,986 in the previous year.

Cura Software Solutions Company, USA

Cura, USA reported revenues of Rs. 63,353,932 as against previous year's Rs. 54,236,326. The Net Loss for the year was Rs. 9,724,919 as against Rs. 14,070,663 in the previous year.

Cura Risk Management Software (Pty) Ltd, Australia

Cura, Australia reported revenues of Rs. 118,910,879 as against previous year's Rs. 88,385,957. The Net Loss for the year was Rs. 6,548,385 as against Rs. 6,340,723 in the previous year.

EMPLOYEES STOCK OPTION PLAN

Your Company has One Plan in operation, namely, ESOP 2008 Plan. The Company has granted options to its employees under this scheme. As required by clause 12 of SEBI (Employee stock option scheme & employee stock purchase scheme) Guidelines, 1999, the particulars of the stock options granted & other disclosures as on 31.03.2011 are furnished as Annexure-B.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your Directors confirm:

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That 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 a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS:

Shri. A.V.N Reddy & Smt. G.Lalitha, retires by rotation and being eligible offered themselves for re-appointment.

AUDITORS:

M/s RAMBABU & Co., Chartered Accountants, have expressed their willingness to continue in office until conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956, and the rules made thereunder is given in the annexure, to this report, which forms a part of this report as Annexure - C.

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 to these Exchanges for the year 2011-12.

REPORT ON CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good corporate governance over the years and it is a continuous and ongoing process. A detailed report on Corporate Governance is given as Annexure ‘A' to this Report. Report on Corporate Governance including Auditor's Certificate on Compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure -A to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required to be furnished under the provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are as hereunder

CONSERVATION OF ENERGY:

The company uses electric energy for air conditioning, computer terminals, lightning and utilities etc in the work premises. All possible measures such as centralized Air conditioning with imported chillers, energy efficient lightning systems etc, have been taken to conserve energy. The Company has in place the internal control procedures by which the cost of the electricity shall be identified with the project and thereby there will be an incentive for the concerned Department to consume optimum power.

Additional Investment & Proposals for Reduction of Consumption of Energy: Nil.

Total Energy Consumption requirement:

Not applicable, as the Company is not engaged in any of the specified industries specified in Schedule-1 to the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules 1988.

RESEARCH AND DEVELOPMENT:

The Company is committed to continue its efforts in Research and Development. Our Research and Development activities will help us gear for future opportunities. We invest and encourage continuous innovation.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

The company being a knowledge based entity, continuously adapts itself to changing technologies so as to adhere to the quality policy and to meet its client's expectations.

Foreign Exchange Earnings and outgo Foreign Exchange Earnings : Rs. 128,711,692 Foreign Exchange Outgo : Rs. 71,198,096

ACKNOWLEDGEMENTS:

Your Directors thank all investors, customers, vendors, banks, and service providers as well as regulatory and government authorities for their support. Your Directors greatly appreciate and thank the significant contributions of Employees in the initiatives of the Company.

By the order of the Board of Directors

Sd/-

G. BALA REDDY

Chairman & Managing Director

Place: Hyderabad Date : 12.08.2011


Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report together with the Audited Accounts for the financial year ended 31st March 2010.

Financial Highlights on Standalone basis:

The Highlights of the financial results for the year 2009-2010 are as below :

Rs in lakhs

Particulars Year ended 2009-2010 Year ended 2008-2009

INCOME

- Software & technical Services 1010.58 67.67

- Lease / Rental income 466.15 562.53

- Other Income 56.99 98.95

TOTAL INCOME 1533.72 729.15

EXPENDITURE 1142.77 454.93

PROFIT BEFORE TAX 390.95 274.22

PROVISION FOR TAX 105.81 96.59

PROFIT AFTER TAX 285.14 177.63

PROPOSED DIVIDEND 40.38 30.00

EPS Basic 4.29 2.96

Diluted 3.34 2.96

REVIEW OF OPERATIONS

For the financial year ended March 31, 2010, your Company had reported a total income of Rs. 1533.72 lakhs an increase of 114.87% as against Rs.729.15 lakhs during the previous financial year. The company recorded a net profit of Rs.285.14 lakhs as against Rs.177.63 lacs.

SHARE CAPITAL

Authorised Capital

Your Company has increased its Authorized Share Capital by Rs. 175,00,000/- aggregating the capital to Rs.10,00,00,000 divided into 1,00,00,000 Equity shares of Rs.10/- each

Issued & Subscribed Capital

Your Company has allotted 925,000 Equity shares on preferential basis. With this, your companys capital has become* Rs.6,92,50,000/- divided into 69,25,000 Equity shares of Rs.10/- each as on 31.03.2010.

Sl.No. Date of Allotment Particualrs No. of shares allotted

1 25.05.2009 Allotment on Preferential basis 725,000

2 28.01.2010 Allotment on Preferential basis 200,000

Total 925,000

DIVIDEND:

Your Board of Directors recommended a Dividend of Rs. 0.50 (5%) per Equity Share of Rs.10/- each, for the financial year 2009-2010.

FIXED DEPOSITS:

The company has not invited any Fixed Deposits from the public during the year.

INSURANCE:

The Properties and Assets of the company are adequately insured.

SUBSIDIARY COMPANY

Financials of India based subsidary - SoftPro Technologies Pvt. Ltd. & Singapore based subsidary - Cura Global GRC Solutions Pte Ltd., are included in this Annual Report as per Section 212 of the Companies Act, 1956.

The annual accounts of subsidiary companies are available for inspection at the Registered Office of the Company.

EMPLOYEES STOCK OPTION PLAN

Your Company has One Plan in operation, namely, ESOP 2008 Plan. The Company has granted options to its employees under this scheme. As required by clause 12 of SEBI (Employee stock option scheme & employee stock purchase scheme) Guidelines, 1999, the particulars of the stock options granted & other disclosures are furnished as Annexure-B.

EXTENSION OF ANNUAL GENERAL MEETING:

Your Board of Directors in their meeting held on July 01, 2010 had given their consent to file application with the Registrar of Companies, Andhra Pradesh for seeking extension of time for convening 19th Annual General Meeting of the Company for the financial year 2009-10.

Application was made to ROC for extention of AGM and Registrar of Companies, Andhra Pradesh, vide their letter dated July 07, 2010 had granted the Company extension of 2 (Two) months time for holding the Annual General Meeting (i.e. 19th AGM) for the financial year ended on March 31, 2010. The Company had intimated to the Stock Exchanges in this regard vide its letter dated July 12, 2010.

OTHER DEVELOPMENTS

Acquisition of Cura Global GRC Solutions Pte. Ltd. , incorporated under Singapore companies Act.

During the year, your Company acquired Cura Global GRC Solutions Pte Ltd, along with its step down subsidiaries in South Africa, Australia, USA & UK. Cura Global service offerings include application development and maintenance, application implementation, testing, product development and support. Cura Global GRC Solutions Pte Ltd became a subsidiary of your Company and a part of the Business Unit with effect from July 2009.

This acquisition is a significant step and will help your Company augment its capabilities to offer domain solutions backed by a highly skilled talent pool. The acquisition adds capability to, and enhances the value of your Company and provides new relationships in the Software industry.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your Directors confirm:

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That 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 a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS:

Mr.K.Vijay Rao has been appointed as Additional Director on 15.06.2009 and later w.e.f 01.11.2009 occupied the position of Vice Chairman to hold the office for the period of Three Years. But due to his pre-occupied schedules, he resigned to his position as Vice Chairman from the Board of Director of the Company w.e.f. 08.04.2010.

Mr.V Shyam Sunder Reddy, & Mr.N Venkata Reddy, Directors of the Company who retires by rotation and are being eligible for reappointment, offers themselves for appointment.

AUDITORS:

M/s RAMBABU & Co., Chartered Accountants, have expressed their willingness to continue in office until conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956, and the rules made thereunder is given in the annexure, to this report, which forms a part of this report as Annexure - C.

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 to these Exchanges for the year 2010-11.

REPORT ON CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good corporate governance over the years and it is a continuous and ongoing process. A detailed report on Corporate Governance is given as Annexure A to this Report. Report on Corporate Governance including Auditors Certificate on Compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure -A to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND. OUTGO:

Information as required to be furnished under the provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are as hereunder:

Conservation of Energy:

The company uses electric energy for air conditioning, computer terminals, lightning and utilities etc in the work premises. All possible measures such as centralized Air conditioning with imported chillers, ev"ry efficient lightning systems etc, have been taken to conserve energy The Company has in place the internal control prod -ures by which the cost of the electricity shall be identified with the project and thereby there will be an incentive for the concerned Department to consume optimum power.

Additional Investment & Proposals for Reduction of Consumption of Energy: Nil.

Total Energy Consumption requirement: Not applicable, as the Company is not engaged in any of the specified industries specified in Schedule 1 to the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules 1988.

Research and Development:

The Company is committed to continue its efforts in Research and Development. Our Research and Development activities will help us gear for future opportunities. We invest and encourage continuous innovation.

Technology Absorption, Adoption and Innovation:

The company being a knowledge based entity, continuously adapts itself to changing technologies so as to adhere to the quality policy and to meet its clients expectations.

Foreign Exchange Earnings and outgo

a. Foreign Exchange Earnings : Rs. 983.03 Lacs

b. Foreign Exchange Outgo : Rs. NIL

ACKNOWLEDGEMENTS:

Your Directors thank all investors, customers, vendors, banks, and service providers as well as regulatory and government authorities for their support. Your Directors greatly appreciate and thank the significant contributions of Employees in the initiatives of the Company.

By the order of the Board of Directors

Sd/-

Place: Hyderabad G.BALA REDDY

Date: 25.08.2010 Chairman & Managing Director