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:
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.
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.
Due to losses, no dividend has been recommended by directors for the
financial year 2011-12.
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.
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
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
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)
Foreign Exchange earnings 608.65 804.60
Foreign Exchange outgo -- --
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,
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.
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.
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
LAXMI PERSHAD JAISWAL