Cura Technologies Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the Twenty Seventh Annual Report together with the Audited Statement of Accounts for the Financial Year ended 31stMarch 2018.

FINANCIAL RESULTS

(Amount in Rs. in Lakhs)

Standalone
PARTICULARS Current Year 2017-18 Previous Year 2016-17
Income
Software & Technical Services 284.71 525.55
Lease/Rental Income 0.00 34.60
Other Income 4.20 1.95
Total Income 288.91 562.10
Total Expenditure 413.04 2406.66
Profit/(loss) before tax (124.12) (4884.12)
Provision for Tax 1.34 (19.68)
Net Profit/(Loss) after Tax (125.47) (4864.44)
EPS- Basic (1.31) (50.91)
EPS – Diluted (1.31) (50.91)

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

Your Company has made an income (as per Indian GAAP) of Rs.288.91 Lakhs for the Financial Year under review and incurred the Loss of Rs.125.47 Lakhs.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Boards Report there was no change in the nature of Business.

TRANSFER TO RESERVES:

Directors have decided not to transfer any amount to reserves for the year.

DIVIDEND:

Due to losses, no dividend has been recommended by directors for the financial year 2017–18.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2018 was Rs. 9.55 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

PUBLIC DEPOSITS:

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

BOARD MEETINGS DURING THE YEAR:

The Board of Directors duly met 6 (Six) times on 30.05.2017, 09.06.2017, 11.08.2017, 14.11.2017, 21.12.2017 and 14.02.2018 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

APPOINTMENT / RE-APPOINTMENT OF DIRECTORS / CEO / CFO AND KEY MANANGERIAL PERSONNEL:

As per the provisions of the Companies Act 2013, Mr. G Bala Reddy (holding DIN: 01562665), will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and other applicable provisions of the Companies Act, 2013 and being eligible offers himself for re-appointment.

The details of the appointment/re-appointment of the director/s:

Particulars Details
Name G. BALA REDDY
DIN 01562665
Date of Birth 26.06.1965
Date of Appointment 07.04.2008
Qualifications M.A.,
No. of Shares held in the Company 2069
Directorships held in other companies (excluding private limited and foreign companies) 1. P R CEMENTS LTD
2. I.C.S.A. (INDIA) LIMITED
3. SAHASRA INVESTMENTS PRIVATE LIMITED
4. BRG ENERGY LIMITED
5. SOFTPRO TECHNOLOGIES PRIVATE LIMITED
Positions held in mandatory committees of other companies -
Relationship with other directors of the Company -

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mrs. Lalitha Gudimetla and Mr. Telukutla Srinivasa Rao, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Annexure-II).

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 Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as the remuneration of none of the employees has crossed the limits specified therein.

HUMAN RESOURCES

Human Resources are recognized as a key pillar of any successful organization and so is for CURA TECHNOLOGIES LIMITED. The company puts constant efforts in recruiting and training the employees and ensures to bring out the best of them. The company adopts a HR policy and ensures that all the employees are aware of personnel policies. The needs of the employees are addressed with high importance and efforts are made to provide a highly challenging and healthy environment. Besides all these, the company places high emphasis on professional etiquette required of every employee.

BUSINESS RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and it establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

Cura Technologies Limited has an adequate system of internal control to ensure that the resources of the Company are used efficiently and effectively, all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly, financial and other data are reliable for preparing financial information and other data and for maintaining accountability of assets. The internal control is supplemented by extensive programmer of internal audits, review by management, documented policies, guidelines and procedures.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investment or given any loans or guarantees or provided any security during the year.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the financial year 2017-18. There are no outstanding deposits as on 31.03.2018.

RELATED PARTY TRANSACTIONS:

The company has not entered into in any related party transaction particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 is not applicable.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the Companies Act, 2013, Annual Performance Evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration has been carried out.

The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Company has adopted the Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report.

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Six Board Meetings were convened and held during the year.

The Board has constituted an Audit Committee with two Independent Directors namely Mrs. LALITHA GUDIMETLA and Mr. T Srinivasa Rao and one Executive Director Mr. G Bala Reddy as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI (LODR) Regulation, 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm as under:

a) In the preparation of the annual accounts, for the year ended 31st March 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis; and

e) The Company had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

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

AUDITORS STATUTORY AUDITORS

M/s. P. Murali& Co., Chartered Accountants (ICAI Reg. No. 007257S, Hyderabad was appointed as Statutory Auditors of the Company for the period of 5 years i.e for the FY 2017-18 to 2021-22 at the Annual General Meeting held on 29th September 2017, subject to ratification of such appointment every year by the members at every Annual General Meeting. However, the Ministry of Corporate Affairs (MCA) vide its notification dated 7 May 2018 has omitted the requirement under first proviso to section 139 of the Companies Act, 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, regarding ratification of appointment of statutory auditors by shareholders at every subsequent AGM. Consequently, M/s. P. Murali & Co, Chartered Accountants, continues to be the statutory auditors of the company till the conclusion of 31st AGM, as approved by shareholders at 26th AGM held on 29th September 2017.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Pavan Krishna Rao Pachava, Practicing Company Secretary, to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ‘Annexure III.

The Secretarial Audit Report for the financial year ended 31st March, 2018 do not contain anyqualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITORS:

The Company does not have internal auditors.

AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31, 2018 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges that may occur in the industry.

RESPONSE TO AUDITORS OBSERVATIONS:

i. The company has not obtained approval from RBI while Sale of Investment in its Foreign subsidiary company i.e., M/s. Cura Global GRC Solutions Pte Ltd, Singapore.

Management Response: During the year 2016-17, the Company had sold the entire Investments in 100% subsidiary Cura Global GRC Solutions Pte Ltd to White Orchids Co Ltd for a consideration of Rs.1 crore. Company is in the process of making an application to Reserve Bank of India, Hyderabad seeking permission for sale of the investment and for receiving the sale proceeds.

ii. The company has defaulted in repayment of principal amount and payment of interest in case of Term loan Interest amounting to Rs.86.98 lakhs which is provided in the books of accounts but not paid during the year. The Term loan has become Non Performing Asset and bank has issued notices to the company for payment of outstanding dues along with interest.

Management Response: Company has provided interest in the Books of Accounts on the accrual basis and the same has not been paid due to not having sufficient cash flows on decrease in the business during the year. The banks has issued the notices as per the available rights to the banks.

iii. Note No: 28 to the Financial Statements, during the year, the company has written off the trade receivables amounting to Rs.6.48 lakhs and trade Payables amounting to Rs. 47.66 lakhs.

Management Response: The trade receivables of over 3 years which have not been received with several follow-ups has been written off during the accounting year and the trade payables which are getting carried in the books of accounts for longer period with no claims from the creditors has been written back during the accounting year.

iv. Note No: 4 to the Financial Statements, during the year, the company has written off the investment amounting to Rs.46.64 lakhs made in M/s. Soft pro technologies Pvt. Ltd as that company has been removed from Registrar Of Companies.

Management Response: The Soft Pro Technologies Pvt Ltd, the company where Cura Technologies Ltd has made an investment has not been doing the business for past several years and they have not filed the required documents with the Registrar of Companies. As there was no compliance on the matters the Registrar of Companies has struck off the name of the company. Accordingly the Cura Technologies Limited has provided for the investment in the Soft Pro Technologies Pvt Ltd, as the no longer the investment is recoverable. v) GOING CONCERN: The company incurred losses during previous year and current financial year. In the current financial year, the company incurred loss of Rs.125.48 Lakhs. On account of accumulated losses, the paid-up capital and reserves of the company have been substantially eroded. The current liabilities of the company exceeded its current assets as at the balance sheet date by Rs. 44,03,123/- These conditions would cast doubt about the Companys ability to continue as a going concern basis. The financials have not been prepared with such adjustments for the F Y- 2017-18.

Management Response: As the banks has sold the properties of the company and adjusted against the loans of the company and not given any support for business, the operations have been affected during the years 2016-17 & 2017-18. The management of the company is taking steps to improve the business in the year 2018-19 and will improve the operations in the coming years. Hence the companys management is of the opinion that the company is ‘Going Concern only and the accounts have been prepared accordingly.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and does not have any qualifications, reservations or adverse remarks except that the Company does not have internal auditors. The Board is looking for internal auditors and the vacancy will be filled shortly.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since your Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 the Company has signed uniform listing agreement with BSE Limited and framed thefollowing policies which are available on Companys website i.e. www.curatechnolgies.co.in

• Board Diversity Policy

• Policy on preservation of Documents

• Risk Management Policy

• Whistle Blower Policy

• Familiarization programme for Independent Directors

• Anti - Sexual Harassment Policy

• Related Party Policy

• Code of Conduct

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

Information in accordance with Section 134 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, 2018 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 to adhere to the quality policy and meet its clients expectations.

D. Foreign Exchange Earnings & Outgo:

(Rs. in Crores)

2017-18 2016-17
Foreign Exchange earnings 2.85 6.32
Foreign Exchange outgo - -

INSURANCE:

The assets of your Company are adequately insured.

NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

SECRETARIAL STANDARDS:

The company is in compliance with SS 1 & SS 2.

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 2017-18.

SUBSIDIARY COMPANIES:

The Company does not have subsidiary companies.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report – Annexure II.

SEXUAL HARASSMENT:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

CORPORATE GOVERNANCE:

The Report on Corporate Governance, as required under Sebi (LODR) Regulations, 2015, forms part of the Annual Report. 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 Auditors 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 of Directors
CURA TECHNOLOGIES LIMITED
Sd/-
Place: Hyderabad (G. BALA REDDY)
Date: 27.08.2018 CHAIRMAN AND MANAGING DIRECTOR