To The Members,
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:
(in Rs.)
| 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 subsection (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 |
|
|