DIRECTORS' REPORT To The Members Your 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. 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-appointmemt. 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 remuneraion 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. 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 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 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 G Chairman & Managing Director Place : Hyderabad Date : 27.08.2015 |