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Directors Report of Kratos Energy & Infrastructure Ltd.

Mar 31, 2013

The Members of Kratos Energy & Infrastructure Ltd.

The Directors have pleasure in presenting the Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

Particulars Current Year Previous Year 2012-13 2011-12 (Rs.) (Rs.)

Total income 3,55,28,250 2,27,13,580

Profit / (Loss) before Depreciation & Taxation 11,70,988 10,64,640

Less: Depreciation 36,214 41,090

Add/(Less): Deferred Tax (1,430) (1,379)

""Less: Provision for Current Tax 11,33,928 4,76,144

Less: Provision for MAT

Profit (LossTafter Taxation (584) 546,027

Add: Balance b/f last year (15,89,149) (21,35,176)

Balance c/f to Balance Sheet (15,89,733) (15,89,149)

DIVIDEND:

The Directors do not recommend any dividend for the year under consideration.

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Articles of the Company, Mr. Irfan Ajaz Ahmad Khan retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.

Mr. Darayus K. Paowalla and Mr. Pranav P. Sanghvi resigned from the Board on 25th April, 2013 and Mr. Garnet A. Rego resigned from the Board on 20th May, 2013. The Board of Directors placed on record their appreciation for the valuable advice and guidance rendered by Mr. Darayus K. Paowalla, Mr. Pranav P. Sanghvi and Mr. Garnet A. Rego during their association with the Company.

Mr. Rajesh R. Pawar and Mr. Taranath C. Kotian were appointed as Additional Directors with effect from 25th April, 2013 and hold office up to the date of the forthcoming Annual General Meeting. Notices have been received under Section 257 of the Companies Act, 1956 from a member proposing their candidature for office of Director and such appointments have been proposed at Item No. 4 & 5 respectively of the Notice dated 4th September, 2013.

LISTING OF SECURITIES

The shares of the Company are listed on Bombay Stock Exchange Ltd. and the listing fees for the current year have been paid.

PUBLIC DEPOSIT

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of section 58 A of the Companies Act, 1956.

AUDITORS:

M/s. Sadhana D. Shah & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at ensuing Annual General Meeting and being eligible offer themselves for re- appointment. The Company has received a certificate from the Auditors u/s. 224(1 B) of the Companies Act, 1956 to the effect that their re-appointment, if made, will be within the limit prescribed.

AUDITOR''S REPORT

With reference to point 7 of the Annexure of the Auditors Report, the Company would like to state that since the volume of activity is minimal, there is no internal audit system in place.

SECRETARIAL COMPLIANCE CERTIFICATE

The Compliance Certificate received in accordance with the provisions of section 383A (1) of the Act read with the Companies (Compliance Certificate) Rules 2001 being attached to the Directors'' Report.

PARTICULARS OF EMPLOYEES:

No employees of the Company was drawing remuneration in excess of the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Company''s (Particulars of Employees) Rules 1975 and hence no information is furnished under these provisions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The disclosure of particulars of energy conservation and technology absorption pursuant to the provisions of Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not given as the same are not applicable to the Company.

FOREIGN EXCHANGE DETAILS:

Foreign exchange earnings: Rs. 3,15,076/-

Foreign exchange outgo: NIL.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act 1956, your Directors confirm:-

1) That the applicable accounting standards have been followed in the preparation of annual accounts.

2) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company at the end of the financial year and of the loss of the company for that period.

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGEMENT

The Directors take this opportunity to express their thanks and appreciation for the co-operation and assistance received from the Bankers, Government Authorities and other business associates.

For and on behalf of the Board

Kratos Energy & Infrastructure Ltd.

Place: Mumbai ,,

Date :30th May, 2013 Director Director

 
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