cat technologies ltd Directors report

To,

The Members,

Your Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Accounts of the Company for the financial year ended 31^st March, 2023

1. REVIEW OF PERFORMANCE:

(Amount in Lakhs.)

Particulars	2022-23	2021-22
Income (Including Other Income)	-	-
Expenses (Including exceptional items)	5.54	7.42
Profit/(Loss) before Interest, Depreciation &Tax (PBIDTA)	5.54	7.42
Finance Charges	0.48	2.06
Depreciation & amortization	4.40	4.48
Net Profit/(Loss) Before Tax	(10.42)	(13.96)
Provision for tax including Deferred Tax	2.04	2.46
Net Profit/(Loss) after tax	(12.47)	(16.42)
Add / (Less): Share of Profit / (Loss) on Associate Companies	-	-
Add / (Less): Minority Interest - Share of Profit / (Loss)	-	-
Net Profit/(Loss)	(12.47)	(16.42)
EPS
Basic	(0.02)	(0.02)
Diluted	(0.02)	(0.02)

2. GLOBAL OPERATIONS:

Companys consolidated income (as per Ind AS) is NIL for the financial year under review and Profit (Loss) after tax of Rs 497 Lakhs.

3. INDIAN OPERATIONS:

During the financial year 2021-22 your company has Nil turnover. Further Company has recorded Net Loss after tax of Rs. 12.47 Lakhs as compared to Net Loss after tax of Rs. 16.42 Lakhs during the previous financial year.

4. DIRECTORS:

In order to comply with provisions of Section 152 of the Companies Act, 2013 Mrs. Nisha Jaiswal retire by rotation in the ensuing AGM and being eligible offer herself for re-appointment as mentioned in Item 2 of Notice annexed to this Report.

5. TRANSFER TO RESERVES:

It is not proposed to transfer any amount to reserve during the financial year ended March 31, 2023.

6. DIVIDENDS:

As company has no operations, your directors do not recommend any dividends for the financial year 2022-23.

7. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014, during the year.

8. SUBSIDIARY/ASSOCIATE COMPANIES:

As on 31^st March, 2023, the Company has ONE Wholly Owned Subsidiary namely Cat Technology FZE, UAE. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the company and its subsidiary, which forms part of the Annual Report. Further a statement containing the salient features of the financial statement of our subsidiaries in Form AOC-1 is appended as Annexure – 1 to the Boards report. The statement also provides the details of performance, financial position of the subsidiary.

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

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company are available on our website.

Further as on 31^st March, 2023 Cat Technology Inc, USA, which was earlier wholly Owned Subsidiary of company has become Associate Company as defined under Section 2(6) of Companies Act, 2013 due to change in capital structure of US company. Further company could not consolidate financials of the associate company due to delay in receiving financials from associate entity.

9. SECRETARIAL STANDARDS:

The Directors and senior management state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by the Company.

10. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company do not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). Also, the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 are not applicable to the Company.

11. MATERIAL CHANGES AND COMMITMENTS FROM THE DATE OF CLOSURE OF FINANCIAL YEAR:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

SEBI has passed the order dated April 03, 2019 under Sections 11, 11(4) and 11B of SEBI Act whereby the WTM has prohibited Company and promoter group from accessing the capital market directly or indirectly and dealing in securities or instruments with Indian securities as underlying, in any manner whatsoever, for a further period of five years from the date of the said order. Without prejudice, the Company has challenged the said order and filed an appeal vide appeal no. 439 of 2021 before the Honble Securities Appellate Tribunal, Mumbai. The said Appeal dismissed by Honble Appellate Tribunal vide their order dated 06.10.2021.

Further SEBI vide its Adjudication order No: Order/KS/AE/2021-22/11566-11574 dated 28.04.2021 levied penalties on Company and Directors of the Company in connection with GDR Issue. Company has filed appeal against afore said order vide appeal no. 640 of 2021 before SAT against the same. The said Appeal dismissed by Honble Appellate Tribunal vide their order dated 18.10.2021. Company has filed appeal against order before Honble Supreme Court and matter is pending before Honble supreme court.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

During the year company has not given any loans, nor provided any Guarantees and has not made any further investments. Disclosure of Loans and Investments outstanding as on 31.03.2023 are as follows

SI. No Name of the Investee	Nature of Amount	Currency	Amount in INR
1. Cat Technology FZE, UAE	100% Subsidiary	Dhiram	64,00,30,593
2. Cat Technology Inc, US	20% Associate	USD	4,00,00,000
3. Cat Technology FZE – Unsecured Loan	Unsecured Loan	Dhiram	17,88,414

14. ELECTRONIC ANNUAL REPORT:

In view of the continuing Covid-19 pandemic, the MCA has vide its circular dated May 05, 2020 read with circulars dated April 08, 2020 and April 13, 2020 (collectively referred to as "MCA Circulars"), permitted the Annual Report to be sent through electronic mode, accordingly electronic copies of the Annual Report for the financial year 2022-23 and Notice of the AGM are sent to all shareholders whose email addresses are registered with the Company. Members are requested to register their email ids with Registrar and Share Transfer Agent (RTA) of the Company for receiving e-copies of Annual Report, Notice to the AGM and other shareholders communication.

15. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) In the preparation of Annual Accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

b) 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 31^st March, 2023 and of the profit and loss of the Company for that period;

c) 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;

d) The Directors have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls by the Company and that such internal financial controls are adequate and operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. PARTICULARS OF EMPLOYEES:

Details of top ten employees of the companies in terms of remuneration drawn during the year including the details of remuneration of employees who, if employed throughout the year, were in receipt of remuneration at the rate of not less than Rs.1,02,00,000/-per annum or if employed for part of the year, were in receipt of remuneration at the rate of not less than Rs. 8,50,000/- per month – NIL

Disclosures pertaining to remuneration and other details, in compliance with the Remuneration Policy of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Form MGT-9 forming part of the Annual Report.

17. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS:

a. Board Meetings:

The Board of Directors of the Company met 05 (Five) times during the year 2022-23. The details of which are given in the Corporate Governance Report. The gap intervening between two meetings of the board did not exceed 120 days as prescribed in the Companies Act, 2013.

b. Key Managerial Personnel:

As at March 31, 2023, the following have been designated as KMP of the Company as defined under Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Mrs. Nisha Jaiswal, Managing Director Mr. Anurag Jaiswal, Chief Financial Officer

c. Changes in Directors & Key Managerial Personnel:

During the year Mr. Saibaba Gopathi and Mr. Shailender Singh Thakur were re-appointed as independent directors of the company for second term w.e.f. 13.03.2023 in the meeting of Board of directors held on 14.02.2023 subject to approval of members in General Meeting and the Board is of the opinion that Mr. Saibaba Gopathi and Mr. Shailender Singh Thakur is eligible for being appointed as Directors, hence recommend their appointment.

Further there was no other changes in the constitution of Board of Directors.

d. Re-Appointment:

In order to comply with provisions of Section 152 of the Companies Act, 2013 Mrs. Nisha Jaiswal, Managing Director of the company retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

e. Independent Directors:

Mr. Shailender Singh Thakur w.e.f. 13.03.2023 (2^nd Term) Mr. Saibaba Gopathi w.e.f. 13.03.2023 (2^nd Term)

f. Statement on declaration by independent directors:

The Company has received necessary declaration from each independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g. Board Committees:

The Company has the following Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee.

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

h. Remuneration policy:

The policy framed by the Nomination and Remuneration & Compensation committee under the provisions of Section 178(4) of the Act, is as below:

The Board in consultation with the Nomination and Remuneration & Compensation Committee decides the remuneration policy for directors. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. Remuneration / Commission, if any, payable to Directors is determined by the contributions made by the respective directors for the growth of the Company.

Presently, both Executive and Non-Executive Directors do not receive any remuneration from the Company.

i. Board Evaluation:

As required under the provisions of Section 134(3)(p), the Board has carried out an annual performance evaluation of its own performance, and the manner in which such performance evaluation was carried out is as under.

The performance evaluation framework is in place and has been circulated to all the directors to seek their response on the evaluation of the entire Board and independent directors. The Nomination and Remuneration & Compensation Committee shall carry out evaluation of Directors performance.

The criteria of evaluation is to exercise of responsibilities in a bona fide manner in the interest of the Company, striving to attend meetings of the Board of Directors / Committees of which he is a member/ general meetings, participation constructively and actively in the meetings of the Board /committees of the Board etc.

j. Vigil Mechanism:

The Company has established a whistle-blower policy and also established a mechanism for Directors and employees to report their concerns. Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companys code of business conduct, to the management (on an anonymous basis, if employees so desire).

Likewise, under this policy, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation.

The Audit Committee periodically reviews the functioning of this mechanism. No personnel of the Company was denied access to the Audit Committee. Further, the details of the same is explained in the Corporate Governance Report.

k. Related Party Transactions.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions and also not entered into any contracts / arrangements / transactions with related parties were in the ordinary course of business and on an arms length basis. Hence disclosure pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the company.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As your company doesnt have net worth exceeding rupees five hundred crore or turnover exceeding rupees one thousand crore or net profit exceeding five crore, doesnt fall under the criteria to comply with provisions of Corporate Social Responsibility u/s 135, hence the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down internal financial controls and believes that the same are commensurate with the nature and size of its business. Such controls have been supplemented by the internal audits carried by Internal Auditor in discussion of top Management including Directors and Chief Financial Officer and presented before the Audit Committee, periodically.

Based on the framework of internal financial controls and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 2022-23, for ensuring the orderly and efficient conduct of its business including adherence to the Companys Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

20. AUDITORS:

M/s. Ramu and Ravi, Chartered Accountants (FRN 006610S), Statutory Auditors were appointed at the 24^th AGM of the Company to hold the office for a period of five years until the conclusion of the Annual General Meeting of the Company to be held in the financial year 2024. The Company has obtained consent from the Auditors expressing their willingness to continue as statutory Auditors for financial year 2023-24 and that they are eligible for such continuation of their appointment.

Further pursuant to section 142 of the Companies Act, 2013 payment of remuneration to Auditors requires approval of members in general meeting, hence resolution commended for the approval of Shareholders to authorize the board to negotiate and fix their remuneration for FY 2023-24.

21. AUDITORS REPORT:

With regard to observation of Auditors vide point vii in Annexure A to the Independent Auditors Report regarding statutory dues pending for payment for more than 6 months and delays in payment of statutory dues, your directors would like to bring to your kind notice that operations of the company are stilled due to freezing of bank accounts by Income Tax Department and hence Company is having difficulty in paying the said statutory dues and there are no further qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this annual report.

22. DETAILS OF FRAUD REPORT BY AUDITORS:

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.

23. COST AUDIT & RECORDS:

The provisions of Cost audit u/s 148 and Cost Records are not applicable to the Company.

24. SECRETARIAL AUDITORS:

In accordance with the provisions of Section 204 of the Companies Act, 2013 and as a measure of good corporate governance practice, the Board of Directors of the Company appointed M/s. V K Bajaj & Associates, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for financial year 2022-23 is herewith appended as Annexure - 2 to the Boards report.

With regard to adverse remarks in Secretarial Audit Report related to appointment of Company Secretary one of the Key Managerial Persons, your board of Directors would like inform you that company is putting all effort to recruit Company Secretary inspite of acute financial position of the company and with regard to other non-compliances reported therein, your board of directors taken note of non-compliance and will be more diligent in future.

25. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act, 2013, and extract of Annual Return in Form MGT 9 is annexed herewith as Annexure - 3 to the Boards Report.

26. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively

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

As your Company is engaged in the business of information technology and IT enabled services and operations of the company are not energy intensive, hence the particulars relating to conservation of energy, Technology Absorption, as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are Nil.

Foreign Exchange earnings and outgo: (in Rs)

Particulars	March 31, 2023
Foreign exchange earnings	Nil
Foreign exchange outgo	Nil

28. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34(2) and para-B of Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report is attached and forms part of this report, as Annexure - 4.

29. CORPORATE GOVERNANCE REPORT:

The Companys philosophy of Corporate Governance is aimed at assisting the top management of the Company in the efficient conduct of the business and in meeting its obligation to stakeholders, and is guided by a strong emphasis on transparency, accountability and integrity. We also endeavor to enhance long term shareholder value and respect minority rights in all our business decisions.

Our Corporate Governance Report for the fiscal 2023 forms part of this Annual Report as Annexure - 5

30. RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework.

31. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is always committed to promote a work environment free from discrimination and harassment based on gender thereby providing a friendly workplace environment. It ensures that all employees are treated with dignity and there is no discrimination between individuals on the basis of their race, colour, gender, religion, political opinion, social origin, sexual orientation or age.

During the year ended March 31, 2023, the Company has not received any complaint pertaining to sexual harassment in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. CAUTIONARY STATEMENT:

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

33. 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 exceptions commitment and loyalty to the Company

By the Order of the Board	Sd/-	Sd/-
For CAT TECHOLOLGIES LIMITED	Nisha Jaiswal	Dhiraj Kumar Jaiswal
Date: 02.09.2023	Managing Director	Director
Place: Hyderabad	DIN: 01978821	DIN: 01119055