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Kratos Energy & Infrastructure Ltd.

BSE: 501261 Sector: Others
NSE: N.A. ISIN Code: INE567L01017
BSE 05:30 | 01 Jan Kratos Energy & Infrastructure Ltd
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Kratos Energy & Infrastructure Ltd. (KRATOSENERGY) - Director Report

Company director report

To The Members

Your Directors present herewith their Audited Financial Statement for the year ended31st March 2018.

1. FINANCIAL RESULTS:

(in Rs.)
Year ended on 31-03-2018 Year ended on 31-03-2017
Total Income 44287657 38927112
Gross Profit before Depreciation and Tax 9752765 3656185
Less: Depreciation 26467 23372
Profit / (Loss) before Tax 9726298 3564926
Less: Provision for Current Taxation 1900000 1085755
Less: Deferred Tax Asset 57797 28380
Profit/(Loss) after Taxation 7768501 2450791
Balance brought forward from previous year 2336190 (133429)
Add: Excess provision of income tax Written back - 18828
Balance carried forward to Balance Sheet 10104691 2336190

2. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

During the current year of operation your Company has registered revenue fromoperation of Rs. 334.25 lakhs as compared to Rs. 360.00 lakhs in the previous financialyear a decline of about 7.15%. The other income stood at Rs. 108.63 lakhs as compared toRs. 29.27 lakhs in the previous year. Your company has earned net profit after tax of Rs.77.68 lakhs as compared to profit of Rs. 24.51 lakhs in the previous financial year.

Your company performed well during the year. The overall performance of the Company wasgood and the directors expect to do better in the next financial year.

3. CHANGE IN NATURE OF BUSINESS

During the financial year 2017-18 Company has not changed its nature of business andhad been continuing with the same line of business.

4. DETAILS OF NEW SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

Your Company has M/s. E'L Dorado Guarantee Limited as its Associate Company in whichthe Company holds 44.22% of equity share capital the entire value of which had beenwritten off earlier. The statement containing the salient features of the financialstatement of the Associate Company as required under Section 129(3) of the Companies Act2013 in Form AOC-1 is annexed herewith as 'Annexure I'. However your Company does nothave

Subsidiary or Joint Venture as on 31st March 2018. During the financial year noCompany became or ceased to be the Subsidiary Joint Venture or Associate Company.

5. DIVIDEND AND TRANSFER TO RESERVES

In order to conserve resources for future growth your Directors do not recommend anydividend for the year 2017-18 and no amount has been transferred to any Reserve for theyear ended 2017-18.

6. DEPOSIT

During the year under review your Company has neither accepted nor renewed anydeposits within the meaning of Section 73 of the Companies Act 2013.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT

There is no occurrence of material change and commitment made between the end of thefinancial year and date of this report which has affected the financial position of thecompany.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The changes that had occurred in the composition of the Board of Directors and KeyManagerial Personnel are as follows:

1. In accordance with the provisions of Section 152(6) the Companies Act 2013 Mrs.Sandhya Kotian (DIN: 07129237) Director of the Company retires by rotation and beingeligible offers herself for re-appointment at the ensuing Annual General Meeting.

2. In accordance with the provision of Section 161(1) of the Companies Act 2013 Mr.Vivek Gadiyar (DIN 01486488) was appointed as an Additional Director w.e.f. 4th December2017 and holds office until the conclusion of the ensuing Annual General Meeting and beingeligible offers himself for appointment as s Director liable to retire by rotation.

3. In accordance with the provision of Section 203 of the Companies Act 2013 Mrs.Pooja Lahoty was appointed as the Company Secretary of the Company with effect from 13thSeptember 2017. None of the Directors of the Company are disqualified for being appointedand re-appointed as Directors in terms of Section 164 of the Companies Act 2013. No otherDirector or Key Managerial Personnel has been appointed resigned or retired during theyear.

9. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the applicableprovisions of section 149(6) of the Companies Act 2013.

10. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 is annexedherewith as “Annexure II”.

11. MEETINGS

During the year 9 (nine) meetings of the Board of Directors of the Company wereconvened and held. The details of date of meetings and the attendance of each director atthe Board Meetings and Committees are annexed herewith as “Annexure III”. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) and 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and that there were no material departures;

(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the Company for the period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the proper internal financial controls were in place and that the financialcontrols were adequate and operating effectively.

(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

13. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 pertaining to Corporate Social Responsibility is notapplicable to the Company for the financial year ended 2017-18.

14. AUDIT COMMITTEE AND NOMINATION & REMUNERATION COMMITTEE

The Audit Committee of the Company is constituted in accordance with Section 177(2) ofthe Companies Act 2013. The Composition of the Audit Committee is as follows:

Name of the Director Status
Mr. Irfan Ijaz Ahmed Khan Chairman
Mr. Rohinton Sam Poonawala Member
Mrs. Sandhya Kotian Member

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is annexed herewith as

“Annexure-IV”.

15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the year the company has not given guarantee or provided any security to anypersons or body corporate. The Company has made investments and loans within the meaningof Section 186 of the Companies Act 2013 and the particulars of investments and loans ason the year ended are provided in Note no. 7 and 10 respectively forming part of thefinancial statement.

16. RELATED PARTY CONTRACTS

During the financial year your Company entered into related party transactions whichwere on arm's length basis and in ordinary course of business. There are no materialtransactions with any related party as referred in sub-section (1) of section 188 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014. Your Directors draw attention to Note no. 28 of Notes forming part of financialstatement which sets out related party disclosure.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO

The information relating to energy conservation technology absorption and research& development pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 is as follows:

A. Conservation of Energy: i.Steps taken or impact on conservation of energy: Since theCompany is not carrying out any manufacturing activities it is not energy intensive.Adequate measures have been taken to conserve the energy utilized. ii.Steps taken by theCompany for utilizing alternate sources of energy: The Company has not utilized anyalternate source of energy during the year. iii.Capital investment on energy conservationequipments: NIL

B. Technology absorption: i.Efforts made towards technology absorption: NIL ii.Benefitsderived like product improvement cost reduction product development or importsubstitution: Nil iii.Imported technology (imported during the last three years reckonedfrom the beginning of the financial year): a) Details of technology imported - Notechnology was imported. b) Year of import - Not Applicable c) Whether the technology beenfully absorbed- Not Applicable d) If not fully absorbed areas where absorption has nottaken place and the reasons thereof - Not Applicable iv.Expenditure incurred on Researchand Development Not Applicable

C. Foreign Exchange earnings and outgo:

During the year 2017-18 there have been no foreign exchange earnings or outgo.

18. RISK MANAGEMENT

The Company has adequate systems to identify major risks which may threaten theexistence of the Company. The same is subject to review from time to time. Mitigationmeasures for the identified risks are taken based on the type of risks.

19. FORMAL ANNUAL EVALUATION

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors a process of evaluation was followed by theBoard for its own performance and that of its Committees and individual Directors.

Independent Director evaluated the performance of non-independent directorsperformance of the Board as a whole and performance of the Chairman taking into accountthe views of executive directors and non-executive directors.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

21. INTERNAL FINANCIAL CONTROL

Your Company has Internal Control system to ensure an effective internal controlenvironment that provides assurance on the efficiency of conducting business includingadherence to the Company's policies the safe guarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of Accounting records andthe timely preparation of reliable financial disclosures.

22. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

Your Directors state that during the year under review there were no cases reportedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

23. ESTABLISHMENT OF VIGIL MECHANISM

The Company has a Vigil Mechanism to deal with the instances of fraud andmismanagement if any. The Vigil Mechanism Policy had been recommended by the AuditCommittee and thereafter approved and adopted by the Board of Directors of the Company.

24. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 disclosurespertaining to remuneration and other details are appended as 'Annexure V' to theDirectors' Report.

None of the employees of the Company employed throughout the year were in receipt ofremuneration in excess of the limits set out in Rule 5(2) of the said rules.

25. AUDITORS

Statutory Auditors

At the Company's 37th Annual General Meeting held on 29th September 2017 M/s. BajrangParas & Co. Chartered Accountants (ICAI Firm Registration No. 118663W) wereappointed as Company's Statutory Auditors to hold office till the conclusion of the 42ndAnnual General Meeting subject to ratification by the members at every Annual GeneralMeeting until the expiry of the period of original appointment. However the CompaniesAmendment Act 2017 (Vide notification dated 7th May 2018 issued by Ministry of CorporateAffairs) omits the provision related to annual ratification from Companies Act 2013 andthe requirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 38th AGM.

Secretarial Auditor

The Board had appointed M/s. Jayshree A. Lalpuria & Co Practising CompanySecretaries to conduct Secretarial Audit to the financial year 2017-18. The SecretarialAudit Report for the financial year ended 31st March 2018 is annexed herewith as“Annexure VI”.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided in 'Annexure VII' and forms a part of the Annual Report.

27. AUDITOR'S REPORT

As regard the Auditors' remark in their Report for the financial year ended 31st March2018 relating to non preparation of consolidated financial statements as required undersection 133 of the Companies Act 2013 the Directors wish to state that the Company couldnot prepare the same as the financial statement of Limited Liability Partnership where theCompany is having investment as well as of Associate Company were not ready and were notmade available to the Company till the date of signing of this Report.

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act 2013

The Board of Directors state that M/s. Bajrang Paras & Co. Chartered AccountantsStatutory Auditors have not reported of any fraud involving any amount committed by theCompany to the Central Government Audit Committee or to the Board of Directors of theCompany.

SECRETARIAL AUDITOR'S REPORT

As regards qualifications/remarks of the Secretarial Auditor in her report theDirectors wish to clarify that:

-The Company was looking for a suitable candidate to be appointed as Company Secretarypursuant to section 203(1) of the Companies Act 2013 and Rule 8 of the CompaniesAppointment and Remuneration of Managerial Personnel) Rules 2014 after the resignationof earlier Company Secretary but appoint the new CS only on 13th September 2017.

-the Company shall take necessary steps to ensure the compliance with the provisions ofSection 186 of the Companies Act 2013.

-The Company has intimated the promoter about the provisions of Regulation 31(2) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 that the hundred percent shareholding of promoter should be indematerialised form and the Company has been informed that the promoter shall takenecessary step in this regard.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the continued support andcooperation received from various customers banks employees and other stakeholders ofthe company.

For & on behalf of the Board of Directors

For Kratos Energy & Infrastructure Ltd.

(Rajesh Pawar) (Sandhya Kotian)
Place: Mumbai Whole Time Director Director
Date: 13th August 2018 DIN: 00232533 DIN: 07129237