Your Directors present herewith their 44th Annual Report of your Company comprising the
Audited Financial Statements for the year ended 31st March, 2024.
STANDALONE FINANCIAL RESULTS:
|
PARTICULARS
|
Year ended on
31-03-2024
|
Year ended on
31-03-2023
|
|
Revenue from operations
|
-
|
11,40,000
|
|
Other Income
|
5,237
|
95,259
|
|
Total
|
5,237
|
12,35,259
|
|
Profit /(Loss) before depreciation and financial
expenses
|
-49,56,206
|
-15,30,244
|
|
Financial cost
|
44,49,296
|
-
|
|
Depreciation and amortization
|
88,066
|
95,960
|
|
Profit/ (Loss) before exceptional items
|
-94,93,568
|
-16,26,204
|
|
Exceptional item
|
-
|
-
|
|
Profit before tax
|
-94,93,568
|
-16,26,204
|
|
Current Tax (including Wealth Tax)
|
-
|
-
|
|
Short and Excess Provisions for Eariler years
|
-
|
-33,628
|
|
Deferred tax Liability/Asset
|
7,132
|
3,486
|
|
Profit/Loss for the year
|
-95,00,700
|
-15,96,062
|
|
Total comprehensive income for the year
|
-95,00,700
|
-15,96,062
|
OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
During the current year of operation, your Company has not registered any revenue from
operation, as compared to Rs. 11.40 lakhs in the previous financial year. The other income stood
at Rs. 0.05 lakhs as compared to Rs. 0.95 lakhs in the previous year. Your company has incurred
a net loss of Rs. 95.00 lakhs as compared to a net loss of Rs. 15.96 lakhs in the previous financial
year.
There was no change in the nature of business of the Company during the year under review.
DIVIDEND & DIVIDEND DISTRIBUTION POLICY
In order to conserve the financial resources in company for future growth of the business the
Board has not recommended any dividend for the financial year ended 31st March, 2024.
TRANSFER TO RESERVES
No amount is transferred to the general reserves account for the 44thfinancial year ended 31st
March, 2024. However, the net loss of the year is transferred to retained earnings under the
head Other Equity in Balance Sheet.
DEPOSITS
During the year under review, your Company has not accepted any deposits from public within
the meaning of Sections 73 and 74 of the Companies Act, 2013 (the “Act”) and the Companies
(Acceptance of Deposits) Rules, 2014.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis (MDA) report on the business and operations of the
Company is given in Annexure I and forms part of this Annual Report.
CORPORATE GOVERNANCE
As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015
preparation of Corporate governance report is not applicable to our company as it does not fall
under the criteria laid down in regulation 25 of SEBI (Listing Obligations and disclosure
Requirements) Regulations, 2015 i.e. our company's paid up share capital is not exceeding
Rupees ten crore and net worth is not exceeding Rupees twenty five crores as on the last date of
previous financial year, but as a good ethical practice KRATOS ENERGY & INFRASTRUCTURE
LIMITED continues to follow corporate Governance practices.
BUSINESS RESPONSIBILITY REPORT
SEBI, vide its Circular dated May 10, 2021, made Business Responsibility and Sustainability
Report mandatory for the top 1,000 listed companies (by market capitalization) from fiscal
2023. Since, the provisions of the Regulation 34(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are not applicable to the Company for the year
ended March 31, 2024 based on the market capitalization, the Business Responsibility and
Sustainability Report is therefore not given.
CREDIT RATING
During the year under review Company has not obtained credit ratings for the financial facilities.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the financial year, There are no 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.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
There are no Holding, Subsidiary, Joint Venture or Associate Companies.
SHARE CAPITAL
During the year, there was no change in the Authorized Share Capital and Paid up Share Capital
of the Company.
The capital structure as on 31st March 2024 is as follows:
Authorized share Capital: Rs. 5,00,00,000/- (Rupees Five Crores Only) Divided into 50,00,000
(Fifty Lakhs) Equity Shares of Rs. 10/ - (Rupees Ten Only) Each.
Paid up capital of the Company:Rs. 1,00,00,000/- (Rupees One Crore Only) Divided into
10,00,000 (Ten Lakhs) Equity Shares of Rs. 10/ - (Rupees Ten Only) Each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 (the 'Act') Mrs.
FerozaJamsheedPanday, Director of the Company is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible have offered himself for reappointment. The Director
have confirmed that he is not disqualified under subsection (2) of Section 164 of the Act and he
is eligible for re-appointment as Directors of the Company.
With an intention to broad base the Board and taking in to consideration knowledge, experience
and qualification, the Board of Directors of the Company appointed Mr. Nikhil Suryanath Pandey
as Independent Director with effect from 10th April 2024. And in was appointed as Independent
Director on at the Extra Ordinary General Meeting held on 04th July 2024.
Further, following were changes in directorship and Key Managerial Personal
On 05th September 2024: Mrs. Shruti Pravesh Dalia (PAN: BVWPD9333B) member of the
Institute of Company Secretaries of India, New Delhi, was appointed as a appointed as the
Company Secretary and Compliance officer of the Company pursuant to the provisions of Section
203 of the Companies Act, 2013.
On 28th August 2024: Mrs. Prerana Joshi (PAN: AYAPJ1855E) member of the Institute of
Company Secretaries of India, New Delhi, resigned as the Company Secretary and Compliance
officer of the Company.
On 31st March 2024: Mr. Irfan Ahmed Khan (DIN: 02258102) retired as Independent Director
due to completion of tenure.
On 04th August 2023: Mrs. Prerana Joshi (PAN: AYAPJ1855E) member of the Institute of
Company Secretaries of India, New Delhi, was appointed as a appointed as the Company
Secretary and Compliance officer of the Company pursuant to the provisions of Section 203 of
the Companies Act, 2013.
The policy of the Company on Directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Section 178(3) of the Act and Listing Regulations adopted by the Board is
appended as Annexure II to the Board's Report. We affirm that the remuneration paid to the
directors is as per the terms laid out in the Nomination and Remuneration Policy of the
Company. The policy is available on the website of the Company: www.kratosenergy.in.
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.
INTERNAL FINANCIAL CONTROL
The internal control systems are commensurate with the nature of business and the size and
complexity of operations of the Company. The Audit Committee periodically evaluates the
adequacy and effectiveness of the Company's internal financial control systems and monitors the
implementation of recommendations made by the Committee.
The Auditors of the Company have also opined that “the Company has, in all material respects,
an adequate internal financial controls system over financial reporting and such internal
financial controls over financial reporting were operating effectively as at 31 March 2024”.
Further certificate of compliance from the Executive Director and Chief Financial Officer
annexed to this report confirms the adequacy of the internal control systems and procedures of
the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statements in terms of Section 134(3) (c)
of the Act:
(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.
SECRETARIAL AUDITORS AND THEIR REPORT
The Board of Directors appointed M/s. P M Agarwal & Co, Practising Company Secretaries
(MembershipNo.51154/CPNo.19363, to conduct Secretarial Audit for the financial year 2023-24.
The Secretarial Audit Report do not contain any qualification, reservation and adverse remark
and therefore do not call for any explanation or comments.
The Secretarial Audit Report for the financial year ended March 31, 2024 are annexed and forms
part of this Report as Annexure III
The said report is also available on the website of the Company at www.kratosenergy.in.
During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of
the Act and therefore, no detail is required to be disclosed under Section 134(3) of the Act.
BOARD EVALUATION
Pursuant to Section 178(2) of the Companies Act, 2013 the Nomination and Remuneration
Committee of the Board carried out an annual evaluation of every Director's performance.
Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 17(10) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Board
evaluated the performance of Independent Directors. The Independent Directors in a separate
meeting reviewed the performance of Non- Independent Directors, performance of Board as a
whole and performance of the Chairman.
STATUTORY AUDITORS AND AUDITORS' REPORT
M/s. H. G. Sarvaiya& Co., Chartered Accountants (FRN: 0115705W) were appointed as Statutory
Auditors of the Company for a term of 5 consecutive years to hold office from the conclusion of
the 40th Annual General Meeting till the commencement of the 45th Annual General Meeting. In
accordance with the Section 40 of the Companies (Amendment) Act, 2017, the appointment of
Statutory Auditors is not required to be ratified at every Annual General Meeting. Thus, M/s. H.
G. Sarvaiya& Co., Chartered Accountants will continue to hold office till the conclusion of 45th
Annual General Meeting.
The Auditors Report to the shareholder for the year ended March 31, 2024 does not contain any
qualification, reservation or adverse remark and therefore does not call for any explanation or
comments.
The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do
not call for any further comments.
COST RECORDS AND COST AUDIT
Maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, company is not covered under these provisions,
therefore Company has not maintained these records and it is not required to obtain Cost Audit
Report.
DISCLOSURES
AUDIT COMMITTEE
The Audit Committee was reconstituted by the Board of Directors of the Company on 10th April
2024. The reconstituted Audit Committee comprised of two Independent Directors namely Mr.
Nikhil Suryanath Pandey Chairman of the Committee & Mr. Niket Naik as Members and one Non¬
Executive Mrs. Feroza Jamsheed Panday.
Mr. Irfan Ahmed Khan resigned on 31st March 2024 as director and thus ceased to be member of
audit committee. Post resignation Mr. Nikhil Suryanath Pandey was appointed as the Chairman
of the Committee. All the recommendations made by the Audit Committee were accepted by the
Board. The number and dates of the meetings held during the financial year 2023-24 are
provided in Annexure IV to the Board's Report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee was reconstituted by the Board of Directors of
the Company on 10th April 2024. The reconstituted Nomination and Remuneration Committee
comprised of two Independent Directors namely Mr. Nikhil Suryanath Pandey Chairman of the
Committee & Mr. NiketNaik as Members and one Non-Executive Mrs. FerozaJamsheedPanday.
Mr. Irfan Ahmed Khan resigned on 31st March 2024 as director and thus ceased to be member of
Nomination and Remuneration Committee. Post resignation Mr. Nikhil Suryanath Pandey was
appointed as the Chairman of the Committee. The policy for selection of Directors and
determining Director's independence and policy relating to the remuneration of Directors, Key
Managerial Personnel and other employees may be accessed on the Company's website
www.kratosenergy.in. The salient features of the policies are annexed to this Report as
Annexure II. The number and dates of the meetings held during the financial year 2023-24 are
provided in Annexure IV to the Board's Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to
the Company for the financial year ended 2023-24.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The stakeholders Relationship Committee was reconstituted by the Board of Directors on 19th
May 2023 and on 10th April 2024. The reconstituted Committee comprises of two Independent
Directors namely Mr. Nikhil Suryanath Pandey Chairman of the Committee & Mr. Niket Naik as
Members and one Non-Executive Mrs. Feroza Jamsheed Panday
Mr. Irfan Ahmed Khan resigned on 31st March 2024 as director and thus ceased to be member of
audit committee. Post resignation Mr. Nikhil Suryanath Pandey was appointed as the Chairman
of the Committee. The number and dates of the meetings held during the financial year 2023-24
are provided in Annexure IV to the Board's Report.
RISK MANAGEMENT
Your Company has framed, developed and implemented Risk Management Plan, pursuant to the
requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
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.
VIGIL MECHANISM
The Company has formulated a Vigil Mechanism for directors and employees to report their
genuine concerns or grievances pursuant to Section 177 (9) of the Companies Act, 2013 and
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism provides for adequate
safeguards against victimization of director(s), employee(s) or any other person who avail the
mechanism and also provide for direct access to the Chairperson of the Audit Committee in
appropriate and exceptional cases. The policy on Vigil Mechanism may be accessed on the
Company's website www.kratosenergy.in.
INTERNAL COMPLAINTS COMMITTEE
The Company has constituted a Committee by name Internal Complaints Committee, in
compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014. The said
Committee is constituted to consider and resolve all sexual harassment complaints reported by
women employees. During the year under review the Company did not receive any such
complaint.
MEETINGS OF THE BOARD
During the year, 06(Six) meetings of the Board of Directors were held, the details of which are
given in Annexure IV to the Board's Report.
The Company has complied with the requirements of SS-1 in respect of the meetings of the
Board of Directors held during the year.
The maximum interval between any two meetings did not exceed 120 days, as prescribed under
the Companies Act, 2013 and the SEBI Listing (Obligations and Disclosure Requirements)
Regulations, 2015.
WEB LINK OF ANNUAL RETURN
Copy of the Annual Return for the year ended March 31, 2024 will be placed on the website of
the Company at www.kratosenergy.in pursuant to Section 92(3) of the Companies Act, 2013.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The contact details of Nodal Officer of the Company are available on the website of the Company
at www.kratosenergy.in.
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules 2014, the Annual Return of the CompanyforFY2023-24
is available on the website of the Company at www.kratosenergy.in.
HUMAN RESOURCES (HR)
The Company's HR policies and procedures are designed to recruit and retain the best talent to
support the operations of the Company and to align the interest of employees with the long term
organizational goals.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not made investment or given security or
granted any loans to companies, firms, Limited Liability Partnerships or other parties.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
Particulars with respect to Conservation of Energy and Technology Absorption pursuant
to Rule 8(3) A and 8(3) B of the Companies (Accounts) Rules, 2014 are provided as under:
(A) Conservation of Energy:
(i) The steps taken or impact on conservation of energy: NIL
(ii) The steps taken by the company for utilizing alternate sources of energy: NIL
(iii) The capital investment on energy conservation equipment: NIL
(B) Technology Absorption
(i) The efforts made towards technology absorption: NIL
(ii) The benefits derived like product improvement, cost reduction, product development or
import substitution: NIL
(iii) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year):
(a) The details of technology imported: NIL
(b) The year of import: NIL
(c) Whether the technology been fully absorbed: NIL
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: NIL
(iv) The expenditure incurred on Research and Development: NIL
(C) Foreign Exchange Earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows.
• Foreign Exchange Earnings: Nil
• Foreign Exchange Outgo: Nil
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining remuneration and other details as required under Section 197 (12) of the
Companies Act, 2013 read with Rules 5(1)of the Companies (Appointment and Remuneration of
Management Personnel) Rules, 2014 are provided in Annexure V.
The relations between the management and the staff remained cordial during the period under
review.
There were no employees/directors drawing remuneration of more than Rs. 1,02,00,000/-
(Rupees One Crore Two lakhs Only) during the financial year or Rs. 8,50,000/- (Rupees Eight
Lakh Fifty Thousand) per month for part of the financial year.
SECRETARIAL STANDARDS
During the year under review, your company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
SIGNIFICANT AND MATERIAL ORDER IS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE.
Reverse Merger Note:
The company is undergoing PPIRP (Pre-Packaged Insolvency Resolution Plan) process. The
application was filed with NCLT Bench Mumbai on 27th September 2023. The Hon. NCLT
admitted the PPIRP application on 1st February, 2024 declaring moratorium on the company
and appointed Interim Resolution Professional. The Committee of Creditors in its final meeting
held on 27th April, 2024 approved the resolution plan submitted by the strategic investor LMIL
(Lord's Mark Industries Limited) wherein LIML shall repay the debt of the company and
subsequently reverse merge with the company.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items
as there were no transactions on these items during the year under review.
a. Issue of equity shares with differential rights as to dividend, voting or otherwise.
b. Issue of shares (including sweat equity shares) to Directors and employees of the
Company under any scheme.
c. Details relating to employee's stock option scheme.
d. Revision of financial statement or Board's report.
e. Buyback of shares.
f. The Company does not have scheme for provision of money for purchase of its own
shares by employees or by trustee forth benefit of employees.
g. Purchase by Company of its own shares or giving of loans for such purchase.
h. There is no change in the nature of business of the Company.
i. There is no material change or commitment affecting the financial position of the
Company, occurred between the end of the financial year and the date of this report.
j. The Company has not accepted deposits within the meaning of Section 73 or Section 76
of the Companies Act, 2013.
k. No remuneration was paid to Non-executive Directors except sitting fees.
l. No fraud has been reported by the Auditors to the Audit Committee of the Board.
m. No case of child labour, forced labour, involuntary labour, sexual harassment and
discriminatory employment was reported in the financial year 2022-23.
n. There was no subsidiary, associate or joint venture company of the company during the
financial year under review.
o. Shares held in trust for the benefit of employees.
p. Issue of debentures/warrants.
q. Transfer to Investor Education and Protection Fund (IEPF).
r. Disclosure about the application made or any proceeding pending under the Insolvency
and Bankruptcy Code (IBC), 2016 during the year along with their status as at the end of
the financial year.
s. Disclosure about the difference between the amounts of the valuation executed at the
time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
Acknowledgements
The Directors wish to place on record their appreciation to the wholehearted help and
co-operation the Company has received from the business associates, partners, vendors, clients,
government authorities, and bankers of the Company. The relations between the management
and the staff were cordial during the period under review. The Company also wishes to put on
record its appreciation for the work done by the staff. Your Directors appreciate and value the
trust imposed upon them by the members of the Company.
For & on behalf of the Board of Directors,
Kratos Energy & Infrastructure Ltd.
Sd/- Sd/-
(Rajesh Pawar) (Feroza Jamsheed Panday)
Whole Time Director Director
DIN:00232533 DIN: 00232812
Place: Mumbai
Date: 05th September 2024
|