Your Directors present herewith their 40th Annual Report of your Companycomprising the Audited Financial Statements for the year ended 31st March 2020.
1. FINANCIAL RESULTS:
| ||Year ended on 31-03-2020 ||Year ended on 31-03-2019 |
|Total Income ||60501167 ||62571791 |
|Gross Profit before Depreciation and Tax ||604593 ||12221226 |
|Less: Depreciation ||163217 ||103810 |
|Profit / (Loss) before Tax ||441376 ||12117416 |
|Less: Provision for Current Taxation ||983026 ||2875175 |
|Less: Deferred Tax Asset ||-69500 ||121461 |
|Profit/(Loss) after Taxation ||-472150 ||9120781 |
|Balance brought forward from previous year ||19225472 ||10104691 |
|Add: Excess provision of income tax Written back ||- ||- |
|Balance carried forward to Balance Sheet ||18753322 ||19225472 |
2. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
During the current year of operation your Company has registered revenue fromoperation of Rs. 551.22 lakhs as compared to Rs. 602.68 lakhs in the previous financialyear a decline of about 8.54%. The other income stood at Rs. 53.79 lakhs as compared toRs. 23.03 lakhs in the previous year. Your company has incurred net loss after tax of Rs.4.72 lakhs as compared to profit of Rs. 91.21 lakhs in the previous financial year.
During the current year of operations Company continued to earn revenue from theconsultancy charges and sale of Work Contract Materials. Your Company is expected to growits business in the near future.
3. CHANGE IN NATURE OF BUSINESS
During the financial year 2019-20 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 does not have any subsidiary joint Venture or associate Company.
5. DIVIDEND AND TRANSFER TO RESERVES
In view of the accumulated losses of the Company your Directors do not recommend anydividend for the year 2019-20 and no amount has been transferred to any Reserve for theyear ended 2019-20.
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. Mr. Yazdi Gandhi who was appointed as the Additional (Independent Director) of theCompany with effect from 14th August 2019 his appointment was regularised asthe Independent Director of the Company at the Annual General meeting held on 26thSeptember 2019.
3. Mr. Rohinton Sam Poonawala and Mr. Vivek Gadiyar resigned as the director of theCompany with effect from 24th July 2019 and 15th January 2020respectively.
None of the Directors of the Company are disqualified for being appointed andre-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 I".
During the year 4 (four) 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
II". The intervening gap between the meetings was within the period prescribedunder the Companies Act 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 have 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 have 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 directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
(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 2019-20.
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 Ahmed Khan ||Chairman |
|Mr. Rohinton Sam Poonawala (Resigned w.e.f. 24th July 2019) ||Member |
|Mr. Yazdi Gandhi (Appointed w.e.f. 14th August 2019) ||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-III".
15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year the company has not given loans guarantee provided any security ormade investments within the meaning of Section 186 of the Companies Act 2013.
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. 30 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 the Company is notcarrying out any manufacturing activities it is not energy intensive. Adequate measureshave been taken to conserve the energy utilized.
ii. Steps taken by the Company for utilizing alternate sources of energy: TheCompany has not utilized any alternate source of energy during the year.
iii. Capital investment on energy conservation equipments: Nil
B. Technology absorption:
i. Efforts made towards technology absorption: Nil
ii. Benefits derived like product improvement cost reduction product developmentor import substitution: Nil
iii. Imported technology (imported during the last three years reckoned from thebeginning of the financial year):
a) Details of technology imported - No technology was imported.
b) Year of import - Not Applicable
c) Whether the technology been fully absorbed- Not Applicable
d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof - Not Applicable
iv. Expenditure incurred on Research and Development - Not Applicable
C. Foreign Exchange earnings and outgo:
During the year 2019-20 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 - IV' 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
The present Auditor M/s. Bajrang Paras & Co. Chartered Accountants wereappointed as the Statutory Auditors of the Company at the Annual General Meeting of themembers held on 29th September 2017 for a term of 5 years. The Company hasreceived a letter of resignation from the Auditors stating their unwillingness to act asthe Auditors of the Company. The Audit Committee of the Company has proposed and the Boardhas recommended to the members the appointment of M/s. H. G. Sarvaiya & Co.Chartered Accountants (ICAI Firm Registration No. 0115705W) in place of M/s. Bajrang Paras& Co. Chartered Accountants as Statutory Auditors of the Company for a period of 5(five) years from the conclusion of the ensuing Annual General Meeting till the conclusionof the 45th Annual General Meeting to be held in the year 2025.
The Company has received a written consent and certificate from M/s. H. G. Sarvaiya& Co. Chartered Accountants (ICAI Firm Registration No. 0115705W) Statutory Auditorsof the Company to the effect that their appointment if made would be within theprescribed limits under Section 141(3)(g) of the Companies Act 2013.
Necessary resolution for appointment of the said Auditors is included in the Notice ofAnnual general Meeting for seeking approval of members.
M/s. P M Agarwal & Co Practising Company Secretaries were appointed asSecretarial Auditor of your Company to conduct a Secretarial Audit of records anddocuments of the Company for the financial year ended 31st March 2020. TheSecretarial Audit Report for the financial year ended 31st March 2020 isannexed herewith as "Annexure V".
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 -VI' and forms a part of the AnnualReport.
27. AUDITOR'S REPORT
The Statutory Auditors M/s. Bajrang Paras & Co. Chartered Accountants have issuedtheir reports on Financial Statements for the financial year 2019-20. The statutory auditreport for the year 2019-20 does not contain any qualification reservation or adverseremark or disclaimer made by statutory auditor.
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 the Company to the Central Government Audit Committee or to the Board of Directorsof the Company.
SECRETARIAL AUDITOR'S REPORT
The Secretarial Audit Report for the year 2019-20 does not contain any qualificationreservation or adverse remark or disclaimer made by Secretarial Auditor.
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 Kratos Energy & Infrastructure Ltd.
|Place: Mumbai Date: 28th October 2020 ||(Rajesh Pawar) Whole Time Director DIN: 00232533 ||(Irfan Khan) Director DIN: 02258102 |