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Directors Report of Kratos Energy & Infrastructure Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

To

The Members,

The Directors present herewith their Audited Financial Statement for the year ended 31st March 2018.

1. FINANCIAL RESULTS:

(in Rs.)

Year ended on 31-03-2018

Year ended on 31-03-2017

Total Income

4,42,87,657

3,89,27,112

Gross Profit before Depreciation and Tax

97,52,765

36,56,185

Less: Depreciation

26,467

23,372

Profit / (Loss) before Tax

97,26,298

35,64,926

Less: Provision for Current Taxation

19,00,000

10,85,755

Less: Deferred Tax Asset

57,797

28,380

Profit/(Loss) after Taxation

77,68,501

24,50,791

Balance brought forward from previous year

23,36,190

(1,33,429)

Add: Excess provision of income tax Written back

-

18,828

Balance carried forward to Balance Sheet

1,01,04,691

23,36,190

2. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

During the current year of operation, your Company has registered revenue from operation of Rs. 334.25 lakhs, as compared to Rs. 360.00 lakhs in the previous financial year, a decline of about 7.15%. The other income stood at Rs. 108.63 lakhs as compared to Rs. 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 was good 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 and had 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 which the Company holds 44.22% of equity share capital the entire value of which had been written off earlier. The statement containing the salient features of the financial statement of the Associate Company as required under Section 129(3) of the Companies Act, 2013 in Form AOC-1 is annexed herewith as ''Annexure I''. However, your Company does not have

Subsidiary or Joint Venture as on 31st March, 2018. During the financial year, no Company 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 any dividend for the year 2017-18 and no amount has been transferred to any Reserve for the year ended 2017-18.

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, Mrs. Sandhya Kotian (DIN: 07129237), Director of the Company retires by rotation and being eligible, 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 December, 2017 and holds office until the conclusion of the ensuing Annual General Meeting and being eligible, 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 13th September, 2017.

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

The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as "Annexure II".

11. MEETINGS

During the year, 9 (nine) 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 III". 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 had 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 had 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 proper internal financial controls were in place and that the financial controls were adequate and 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 2017-18.

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 Ijaz Ahmed Khan

Chairman

Mr. Rohinton Sam Poonawala

Member

Mrs. Sandhya Kotian

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-IV".

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

16. RELATED PARTY CONTRACTS

During the financial year, your Company entered into related party transactions which were on arm''s length basis and in ordinary course of business. 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 equipment’s: 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 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 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 Company''s 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 - V'' 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 Company''s 37th Annual General Meeting held on 29th September, 2017, M/s. Bajrang Paras & Co., Chartered Accountants (ICAI Firm Registration No. 118663W), were appointed as Company''s Statutory Auditors to hold office till the conclusion of the 42nd Annual General Meeting, subject to ratification by the members at every Annual General Meeting until the expiry of the period of original appointment. However, the Companies Amendment Act, 2017 (Vide notification dated 7th May, 2018 issued by Ministry of Corporate Affairs) omits the provision related to annual ratification from Companies Act, 2013 and the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 38th AGM.

Secretarial Auditor

The Board had appointed M/s. Jayshree A. Lalpuria & Co, Practising Company Secretaries, to conduct Secretarial Audit to the financial year 2017-18. The Secretarial Audit 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) of Securities 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 March, 2018 relating to non-preparation of consolidated financial statements as required under section 133 of the Companies Act, 2013, the Directors wish to state that the Company could not prepare the same as the financial statement of Limited Liability Partnership where the Company is having investment as well as of Associate Company were not ready and were not made 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 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 AUDITOR''S REPORT

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

-The Company was looking for a suitable candidate to be appointed as Company Secretary pursuant to section 203(1) of the Companies Act, 2013 and Rule 8 of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, after the resignation of 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 of Section 186 of the Companies Act, 2013.

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

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,

For Kratos Energy & Infrastructure Ltd.

(Rajesh Pawar) (Sandhya Kotian)

Place: Mumbai Whole Time Director Director

Date: 13th August, 2018 DIN: 00232533 DIN: 07129237


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


Mar 31, 2010

The Directors have pleasure in presenting the 30th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

Particulars Current Year Previous Year

2009-10 2008-09

(Rs.) (Rs.)

Total Income 10,34,486 777,723

Profit / (Loss) before Depreciation & Taxation 7,71,354 602,459

Less: Depreciation 56,195 69,911

Less: Provision for Taxation 1,10,406 Nil

Add/Less: Provision for Deferred Tax Asset 1,253 2,901

/Liability_

Profit (Loss) after Taxation 6,0,6006 535,449

Add: Balance b/f last year (39,69,899) (45,05,348)

Balance c/fto Balance Sheet (33,63,893) (39,69,899)

DIVIDEND:

Due to losses and insufficient distributable profits, 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. Garnet Rego retire by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.

LISTING OF SECURITIES

The shares of the Company are listed on Bombay Stock Exchange Ltd. and the fisting fees for the current year has 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 die Companies Act, 1956.

PARTICULARS OF EMPLOYEES;

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

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(1B) of me Companies Act, 1956 to the effect that their re-appointment, if made, will be within the limit prescribed.

AUDITORS REPORT

With reference to point 6 of the Annexure of the Auditors Report, the Company would like to state mat since the volume of activity is minimal, mere 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.

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(lXe) 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- There were so foreign exchange earning or outgo during the year.

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 mat are reasonable and prudent so

„ as to give a true and fair view of state of affairs of the company at the end of die financial year and of the profit 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 19S6 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.

Director Director

Place: Mumbai

Date : 4th September 2010

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