To
The Members,
Your Directors present herewith their 43rd Annual Report of your Company
comprising the Audited Financial Statements for the year ended 31st March 2023.
1. FINANCIAL RESULTS:
|
Year ended on 31-03-2023 |
Year ended on 31-03-2022 |
Total Income |
12,35,259 |
1,01,22,101 |
Gross Profit before Depreciation and Tax |
-15,30,244 |
7,85,055 |
Less: Depreciation |
95,960 |
1,17,732 |
Profit / (Loss) before Tax |
-16,26,204 |
6,67,323 |
Less: Provision for Current Taxation |
- |
1,48,000 |
Less : Short and Excess Provisions for Eariler years |
-33,628 |
68,052 |
Less: Deferred Tax Asset |
3,486 |
10,000 |
Profit/(Loss) after Taxation |
-15,96,062 |
4,41,271 |
Balance brought forward from previous year |
2,26,68,266 |
2,22,26,995 |
Add: Excess provision of income tax Written back |
- |
- |
Balance carried forward to Balance Sheet |
2,10,72,204 |
2,26,68,266 |
2. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
During the current year of operation, your Company has registered revenue from
operation of Rs 11.40 lakhs, as compared to Rs. 92.74 lakhs in the previous financial
year, an increase of about 87.70%. The other income stood at Rs. 0.95 lakhs as compared to
Rs. 8.48 lakhs in the previous year. Your company has incurred a net loss of Rs. 15.96
lakhs as compared to a net profit of Rs. 4.41 lakhs in the previous financial year.
During the current year of operations, Company continued to earn revenue from the
consultancy charges and sale of Work Contract Materials. Your Company is expected to grow
its business in the near future.
3. CHANGE IN NATURE OF BUSINESS
During the financial year 2022-23, Company has not changed its nature of business and
had 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 order to conserve resources for future growth, your Directors do not recommend any
dividend for the year 2022-23 and no amount has been transferred to any Reserve for the
year ended 2022-23.
6. DEPOSIT
During the year under review, your Company has neither accepted nor renewed any
deposits within the meaning of Section 73 of the Companies Act, 2013.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
FINANCIAL YEAR AND DATE OF REPORT
There is no occurrence of material change and commitment made between the end of the
financial year and date of this report which has affected the financial position of the
company.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The changes that had occurred in the composition of the Board of Directors and Key
Managerial Personnel are as follows:
1. In accordance with the provisions of Section 152(6) the Companies Act, 2013, Mr.
Rajesh Raghunath Pawar (DIN: 00232533) Director of the Company retires by rotation and
being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.
2. Mr. Jigar Joshi, resigned as the Company Secretary and Compliance officer of the
Company with effect from 15th February 2023.
3. Ms. Prerana Joshi, Appointed as the Company Secretary and Compliance officer of the
Company with effect from 04th August 2023.
None of the Directors of the Company are disqualified for being appointed and
re-appointed as Directors in terms of Section 164 of the Companies Act, 2013. No other
Director or Key Managerial Personnel has been appointed, resigned or retired during the
year.
9. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declaration from the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the applicable
provisions of section 149(6) of the Companies Act, 2013.
10. EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) and 134(3)(a) of the Act read with Rule 12 of Companies
(Management and Administration) Rules, 2014 as substituted by the Companies (Management
and Administration amendment) Rules, 2021 dated 05.03.2021 a copy of the Annual Return is
made available on the Website of the Company at www.kratosenergy.in
11. MEETINGS
During the year, 5 (five) meetings of the Board of Directors of the Company were
convened and held. The details of date of meetings and the attendance of each director at
the Board Meetings and Committees are annexed herewith as "Annexure I". The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013.
12. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3)(c) and 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards had
been followed and that there were no material departures;
(ii) 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 the period;
(iii) the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act, for safeguarding
the 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 the
company and that such internal financial controls are adequate and were operating
effectively;
(vi) the directors have devised proper systems to ensure compliance with the provisions
of 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 not
applicable to the Company for the financial year ended 2022-23.
14. AUDIT COMMITTEE AND NOMINATION & REMUNERATION COMMITTEE
The Audit Committee of the Company is constituted in accordance with Section 177(2) of
the Companies Act, 2013. The Composition of the Audit Committee is as follows:
Name of the Director |
Status |
Mr. Irfan Ahmed Khan |
Chairman |
Mr. Niket Naik |
Member |
Mrs. Feroza Panday |
Member |
The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Nomination and Remuneration Policy is annexed herewith as
"Annexure-II".
15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year, the company has not given loans, guarantee, provided any security or
made investments within the meaning of Section 186 of the Companies Act, 2013.
16. RELATED PARTY CONTRACTS
During the financial year, There are no material transactions with any related party as
referred in sub-section (1) of section 188 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014. Your Directors draw attention to
Note no. 28 of Notes forming part of financial statement which sets out related party
disclosure.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO
The information relating to energy conservation, technology absorption and research
& development pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(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 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 the Company for utilizing alternate sources of energy: The Company
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 development or
import substitution: Nil
iii. Imported technology (imported during the last three years reckoned from the
beginning 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 reasons
thereof - Not Applicable
iv. Expenditure incurred on Research and Development - Not Applicable
C. Foreign Exchange earnings and outgo:
During the year 2022-23, there have been no foreign exchange earnings or outgo.
18. RISK MANAGEMENT
The Company has adequate systems to identify major risks which may threaten the
existence of the Company. The same is subject to review from time to time. Mitigation
measures 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 Directors,
Board, Committees and other individual Directors which include criteria for performance
evaluation of the non-executive directors and executive directors.
On the basis of the Policy for performance evaluation of Independent Directors, Board,
Committees and other individual Directors, a process of evaluation was followed by the
Board for its own performance and that of its Committees and individual Directors.
Independent Director evaluated the performance of non-independent directors,
performance of the Board as a whole and performance of the Chairman, taking into account
the 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 would
impact 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 control
environment that provides assurance on the efficiency of conducting business, including
adherence to the Companys policies, the safe guarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of Accounting records and
the timely preparation of reliable financial disclosures.
22. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION
AND REDRESSAL) ACT, 2013.
Your Directors state that during the year under review, there were no cases reported
pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and
Redressal) Act, 2013.
23. ESTABLISHMENT OF VIGIL MECHANISM
The Company has a Vigil Mechanism to deal with the instances of fraud and
mismanagement, if any. The Vigil Mechanism Policy had been recommended by the Audit
Committee 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 the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures
pertaining to remuneration and other details are appended as Annexure - III to the
Directors Report.
None of the employees of the Company employed throughout the year were in receipt of
remuneration in excess of the limits set out in Rule 5(2) of the said rules.
25. AUDITORS Statutory Auditors
At the Companys 40th Annual General Meeting held on 25th
November 2020, M/s. H. G. Sarvaiya & Co., Chartered Accountants (FRN: 0115705W), were
appointed as Companys Statutory Auditors for a period of 5 (five) years from the
conclusion of the ensuing Annual General Meeting till the conclusion of the 45th
Annual General Meeting to be held in the year 2025.
Secretarial Auditor
M/s. P M Agarwal & Co, Practising Company Secretaries, were appointed as
Secretarial Auditor of your Company to conduct a Secretarial Audit of records and
documents of the Company for the financial year ended 31st March, 2023. The
Secretarial Audit Report for the financial year ended 31st March, 2023 is
annexed herewith as "Annexure IV".
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 34(2) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided in Annexure -V and forms a part of the Annual Report.
27. AUDITORS REPORT
The Statutory Auditors M/s. H. G. Sarvaiya & Co., Chartered Accountants, have
issued their reports on Financial Statements for the financial year 202223. The statutory
audit report for the year 2022-23 does not contain any qualification, reservation or
adverse remark 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. H. G. Sarvaiya & Co., Chartered Accountants
Statutory 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 Directors of the
Company.
SECRETARIAL AUDITORS REPORT
The Secretarial Audit Report for the year 2022-23 does not contain any qualification,
reservation or adverse remark or disclaimer made by Secretarial Auditor.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation of the continued support and
cooperation received from various customers, banks, employees and other stakeholders of
the company.
|
For & on behalf of the Board of Directors, |
|
Kratos Energy & Infrastructure Ltd. |
|
(Rajesh Pawar) |
(Irfan Khan) |
|
Whole Time Director |
Director |
Place: Mumbai |
DIN: 00232533 |
DIN: 02258102 |
Date: 14th August, 2023 |
|
|
+91-9892691696
