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

REVIEW OF PERFORMANCE:

GLOBAL OPERATIONS:

Your Company has recorded a consolidated income (as per Indian GAAP) of Rs. 52.31
Lakhs for the Financial Year under review and Loss of Rs. 59.95 Lakhs Millions.

INDIAN OPERATIONS:

During the financial year 2014-15 your Company recorded turnover Rs. 46.42 Lakhs and
incurred a Net Loss after tax of Rs. 23.82 Lakhs compared to Turnover of Rs. 40.96 Lakhs
and Net Loss after tax of Rs. 23.85 Lakhs during the previous financial year.

Your Board of Directors is hopeful that the performance of the Company will improve in the
coming financial years.

DIVIDEND:

Due to losses, your directors do not recommend any dividends for the financial year 2014-15.

DEPOSITS:

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.

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
and the statement of all significant transactions and arrangements entered into by the
subsidiary companies.

The Company has 2 subsidiaries as on 31st March 2015 (i. e) Cat Technology Inc and Cat
Technology FZE.

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared
consolidated financial statements of the company and its subsidiaries, which form part
of the Annual Report. Further a statement containing the salient features of the financial
statement of our subsidiaries in the prescribed format Form AOC-1 is appended as
Annexure - 1 to the Board’s report. The statement also provides the details of performance,
financial position of both the subsidiaries.

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 for inspection during business hours at the registered office of the
Company, Hyderabad, India and separate of copy of such statements will be provided at
the request of the members.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

Declaration have been given by all the Independent Directors of the Company that they
comply with all the criteria of independent director as envisaged in Clause 49 of the Listing
Agreement and Section 149(6)the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be furnished pursuant to Section 197(12)
of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 as the remuneration of none of the employees has
crossed the limits specified therein.

Disclosures pertaining to remuneration and other details 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 the “Form MGT9”
forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant provision of the
Companies Act, 2013, the Annual Report excluding the aforesaid information is being
sent to the members of the Company. The said information is available for inspection at
the Registered Office of the Company during working hours and any member interested
in obtaining such information may write to the Company and the same will be furnished
without any fee and free of cost.

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

1. 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;

    

2. 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;

    

3. 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;

    

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

    

5. The directors had laid down internal financial controls by the Company and that such
   internal fianancial controls are adequate and operating effectively; and

    

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

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

1. Board Meetings

The Board of Directors of the Company met Five times during the year 2014-15. The details
of various Board Meetings are provided in the Corporate Governance Report. The gap
intervening between two meetings of the board is as prescribed in the Companies Act,
2013.

1. Changes in Directors & Key Managerial Personnel.

During the year Mr. Laxmi Prashad Jaiswal resigned from the directorship of the company
w.e.f 31.03.2015, the Board puts on record its appreciation for services rendered by him as
director of the Company and Ms. Nisha Jaiswal was appointed as an Additional Director of

the company w.e.f 31.03.2015. Further Mr. Anurag Jaiswal was appointed as CFO of the
Company w.e.f. 30.05.2015.

0. Re-Appointment.

Mr. Dinesh Kumar Jaiswal, Director of the company retire by rotation at the ensuing Annual
General Meeting and being eligible, offer himself for re-appointment.

Ms. Nisha Jaiswal in respect of whom the Company has received candidature proposing
her as director. The Board remmends her appointment.

1. Independent Directors.

The following Independent Directors who were appointed in the 19th Annual General
Meeting held on 29th September 2014 for a period of Five (5) years, will continue to be on

the Board till the conclusion of Annual General Meeting to be held in the calendar year

2019.

1. Mr. Deepak Singh

2. Mr. Syed Mohinuddin Ahmed

3. Mr. Omar Mohammad

The Company has received necessary declaration from each Independent Director of the
Company under Section 149(7) of the Act, that they meet the criteria of independence as
laid down in Section 149(6) of the Act.

3. 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.

3. Remuneration policy

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

The remuneration policy of the Company has been so structured in order to match the market
trends of the IT industry. 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 payable to Directors is determined by the

contributions made by the respective directors for the growth of the Company.

2. Board Evaluation

As required under the provisions of Section 134(3)(p) and Clause 49 of the Listing Agreement,
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 Committee shall carry out evaluation of
Director’s performance.

The criteria of evaluation is 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.

3. Vigil Mechanism

The Company has established a whistle-blower policy and also established a mechanism
for Directors and employees to report their concerns. The details of the same is explained
in the Corporate Governance Report.

4. Related Party Transactions.

All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm’s length
basis.

The details of the related party transactions as required under Section 134(3)(h) r/w Rule 8
of the Companies (Accounts) Rules, 2014, is attached as Annexure 2.

AUDITORS:

At the 19th Annual General Meeting held on 29th September, 2014, M/s. Suresh Gupta Y &
Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold
office till the conclusion of the Annual General Meeting to be held in the year 2017. In terms
of the first proviso of Section 139 of the Companies Act, 2013 and the Rules framed there
under, the appointment of the Auditors shall be placed for the ratification at every AGM.
Accordingly, the appointment of M/s. Suresh Gupta Y & Co., as Statutory Auditors of the
Company, is placed for ratification by the Shareholders. Further Board may be authorized
to fix remuneration of auditors for the Financial year 2014-15.

3. SECRETARIAL AUDITOR:

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, Company Secretaries to conduct Secretarial Audit
of the Company for the Financial Year 2014-15. The Secretarial Audit Report confirms that
the Company has complied with all provisions of laws and regulations applicable to the
Company. The Secretarial Audit Report for Financial year 2014-15 is herewith appended
as Annexure 3 to the Board’s 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 at the earliest in
spite of acute financial positions of the company.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by
the Board. The Composition of the Audit Committee is as described in the Corporate
Governance Report.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure 4.

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

Investments In & Loans to subsidiaries:

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

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014, are set out in the Annexure 5 to this Report.

PERFORMANCE OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS:

In accordance with Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the
Companies (Accounts) Rules, 2014, your Directors have reviewed and evaluated the
performance of the Board of Directors and their committees, along with performance of
individual Director in the light of Company’s performance. The performance of the Directorsindividually and collectively and performance of committees are found satisfactory.

With the spirit of wealth creation for the shareholders of the Company, your Directors are
committed to give their best efforts towards the development of the Company.

Corporate Governance Report, Management Discussion & Analysis Report

As per clause 49 of the Listing Agreements entered in to into with the Stock Exchanges,
Corporate Governance Report with auditor’s certificate thereon and Management
Discussion Analysis are attached and for part of this report.

RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences
on the Company’s 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.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Internal Complaints Committee (“ICC”) has been set up to redress the
complaints received regarding sexual harassment. All employees are covered under this
policy.

During the year there were no complaints referred to the ICC.

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 ORDER OF THE BOARD
For CAT TECHNOLOGIES LIMITED

Sd/-

Dhiraj Kumar Jaiswal

Managing Director

Date:14.08.2015
Place: Hyderabad