To The Members
Yours Companys Directors are pleased to present 28th Annual Report ofthe Company along with Audited Accounts for the financial year ended March 31st2016.
The salient features of the Companys financial performance for the year underreview are as follows:
|Particulars || |
(Rs. In Lakhs)
| ||31.03.2016 ||31.03.2015 |
|Gross Revenue ||72.24 ||22.19 |
|Operating Profit / (Loss) before Interest ||0.56 ||(3.04) |
|Depreciation and Amortization and Tax || || |
|Interest ||0.02 ||0.01 |
|Depreciation ||0.11 ||0.01 |
|Profit / (Loss) before tax (PBT) ||0.43 ||(3.06) |
|Provision for Taxation ||0.13 ||0.35 |
|Profit / (Loss) after tax (PAT) ||0.30 ||(3.41) |
|Profit brought forward ||48.47 ||51.88 |
|Profit available for appropriation ||48.77 ||48.47 |
|APPROPRIATIONS || || |
|General Reserves ||NIL ||NIL |
|Surplus carried to Balance Sheet ||48.77 ||48.47 |
Performance of the Company
During the year under the review the Company has recorded gross revenue of Rs. 72.24lakhs as against Rs. 22.19 lakhs in the previous year. After offsetting the expenses thecompany made a Profit after tax of Rs.0.30 lakhs against Loss of Rs. 3.41 lakhs in theprevious year.
The Earning per Share (EPS) for the year was Rs. 0.00 as against Rs. (0.01) forprevious year.
In order to conserve resources for future growth your Directors do not recommend anydividend for the year.
Transfer to Reserves
The Company proposes to transfer Rs. NIL (P.Y. NIL) to the General Reserve out of theamount available for appropriations and an amount of Rs.48.77 Lakhs (P.Y. 48.47 Lakhs) isproposed to be retained in the Profit and Loss Account.
Changes in Share Capital
During the year Company has not made any allotment of Equity or preference Shares.
During the year your Company focused mainly its agri-business value chain. In thisobjective your company has carried out marketing of vegetables to the vendors in the APMCmarket which the company has sourced directly from the wholesaler from the sabjimandis through out in India.
Your company provides its customers with good quality produce that has better shelflife and more consistent quality in keeping the best interest of the consumers. The visionof the company is to generate inclusive growth and prosperity for farmers vendorpartners small shopkeepers and consumers.
As a marketing strategy the Company has established the Vegetable Supply Chain FromVegetable Market To Vegetable Vendors in the forthcoming financial year.
Extract of Annual Return
The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the CompaniesAct 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014 isattached as ANNEXURE-I to this Report.
Number of Meetings of the Board
The Board of Directors has met four times during the financial year 2015-16. Detailedinformation is given in the Corporate Governance Report.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 Directors confirm that -
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the and of the financial year end ofthe Profit of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis.
e) the directors had laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Declaration by Independent Directors
The Independent directors have submitted the Declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).
Particulars of Loans Guarantees or Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
Related Party Transactions
There was no related party transactions (RPTs) entered into by the Company during thefinancial year which attracted the provisions of section 188 of Companies Act 2013.There being no material related party transactions as defined under clause 49and SEBI (LODR) Regulation 2015 of the Listing Agreement there are no details to bedisclosed in Form AOC-2 in that regard.
During the year 2015-16 pursuant to section 177 of the Companies Act 2013 and clause49 of the Listing Agreement all RPTs were placed before Audit Committee for itsprior/omnibus approval.
The policy on RPTs as approved by Board is uploaded on the Companys websitewww.hitkitglobal.com.
Material Changes and Commitments
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report
Conservation of Energy Technology Absorption and Foreign Exchange Earnings & Outgo
As your company is not engaged in manufacturing activities the reporting requirementon these matters is not applicable and Foreign exchange earning & outgo during theyear is NIL.
Adequacy of Internal Financial Controls
Internal financial controls with reference to the financial statements were adequateand operating effectively
Corporate Social Responsibility:
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
Risk Management Policy:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
The Companys internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. These are routinely tested andcertified by Statutory as well as Internal Auditors.
Annual Evaluation of Performance of Board:
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual Directors. The Board has carried out anevaluation of its performance after taking into consideration various performance relatedaspects of the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties remuneration obligations and governance.The performance evaluation of the Board as a whole and Chairman and the Non-independentDirectors was also carried out by the Independent Directors at their meeting held on 30thMarch 2016.
Similarly the performance of various committees individual independent and Nonindependent Directors was evaluated by the entire Board of Directors (excluding theDirector being evaluated) on various parameters like engagement analysis decisionmaking communication and interest of Stakeholders.
The Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual Directors.
Directors and Key Managerial Personnel
During the year under review following changes took place in the composition of theBoard of Directors of the Company.
Appointment / Change in Designation of Director
During the year under review there was no appointment / change of designation of anydirector.
KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Kamal Agarwal was appointed as a Chief ExecutiveOfficer (CEO) of the Company.
During the year under review Mr. Raj Kumar Kumaw was appointed as a Company Secretary& Compliance Officer of the Company w.e.f 12th August 2016.
During the year Mr. Pradeep Vyas resigned as Company Secretary and Compliance Officerof the Company w.e.f. 29th May 2016.
Significant and Material Orders Passed by Regulators or Courts or Tribunals:
There are no orders passed by the regulator or courts or tribunals against the Companyimpacting status as going concern on its operations
Presentation of Financial Results
The financial results of the Company for the year ended 31st March 2016 have beendisclosed as per Schedule III to the Companies Act 2013.
Corporate Governance Report
A Certificate from Statutory Auditors Regarding Compliance of the conditions ofCorporate Governance as per the requirement of SEBI (LODR) Regulations 2015 is annexed tothe report on Corporate Governance.
The Board of Directors support the concept of Corporate Governance and having regard totransparency accountability and rationale behind the decisions have made properdisclosures separately under the heading "Corporate Governance".
The terms of office of M/s. Ajmera Ajmera & Associates Chartered AccountantsStatutory Auditor of the Company will liable to ratify by the shareholders in theforthcoming Annual General Meeting of the Company and Board has received resignation fromthe M/s. Ajmera Ajmera & Associates Chartered Accountants as Statutory Auditorw.e.f closing business hours of 12th August 2016 due to preoccupancy in theother assignments and Board has appointed M/s G. R. Modi & Co. Chartered Accountantsw.e.f. closing business hours of 12th August 2016 subject to membersapproval at 28th Annual General Meeting of the Company. Further necessaryconsent letter and the certificates from M/s G. R. Modi & Co. Chartered Accountantsregarding their eligibility under section 139 and section 141 of the Companies Act 2013has been received by the Company.
Accordingly the approval of the Shareholders for the appointment of M/s G. R. Modi& Co. Chartered Accountants as Statutory Auditors of the Company to hold office fromthe conclusion of this AGM until the 33rd AGM subject to ratification byshareholders at each AGM to be held hereafter and to fix their remuneration for the year2016-17. A resolution proposing appointment of M/s G. R. Modi & Co. as the StatutoryAuditors of the Company pursuant to Section 139 of the Companies Act 2013 forms part ofthe Notice. The Auditors Report to the members on the Accounts of the Company forthe financial year ended March 31 2016 does not contain any qualification.
Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed Mrs. Monika Thanvi (membership number: 31494)Company Secretaries in Practice to undertake the secretarial audit of the Company.Secretarial Audit Report for the year 2015-16 given by Mrs. Monika Thanvi in theprescribed form MR-3 as ANNEXTURE-II to this Report. The Secretarial Audit Reportfor the year under review does not contain any qualification reservation or adverseremark or disclaimer made by the secretarial auditor.
The Securities of your Company are listed with the BSE Limited and Ahmedabad StockExchange limited and pursuant to Regulation 14 of the SEBI (LODR) Regulation 2015. Thecompany has also paid the annual custodian fees to NSDL & CDSL for the Securities ofthe Company held in dematerialized mode with them for the year 2016-17.
The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014.
Managements Discussion and Analysis Statement
The Management Discussion and Analysis for the year 2016-17 as required under SEBI(LODR) Regulations 2015 are given in separate section forming part of the Annual Report.
The Audit Committee of the Board pursuant to Section 177(2) of the Companies Act2013and Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014 consist ofThree Directors and all are Independent Directors and constitutes majority.
Nomination and Remuneration Committee:
The Companys policy on directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand recommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees has been attached as ANNEXURE-III to thisreport.
Policies of the Company:
Your Company has posted the following documents on its website www.hitkitglobal.com.
1. Code of Conduct and Ethics
2. Whistle Blower Policy (Vigil Mechanism)
3. Related Party Transaction Policy
4. Familiarisation Programme for the benefit of the Independent Directors
5. Nomination and Remuneration Policy
6. Policy for determining materiality of events.
7. Policy for determining "material subsidiary" of the company
Adequacy of Internal Financial Controls
The details pertaining to adequacy of internal financial controls with reference to theFinancial Statements pursuant to Rule 8 (5) (viii) of the Companies (Accounts) Rules 2014are included in Management Discussion & Analysis which forms part of this report.
The Board of directors places on record its sincere appreciation for the dedicatedefforts put in by all employees their commitment and contribution at all levels in mostdifficult and challenging environment during the year. Your Directors would like to recordtheir sincere appreciation for the support and co-operation that your Company receivedfrom business associate and other strategic partners of the company.
Your Directors wish to place on record their sincere appreciation and thanks for thevaluable co-operation and support received from the Registrar of Companies MaharashtraRegional Director Western Region Ministry of Company Affairs StakeholdersCompanys bankers financial institutions Regulatory Authorities Stock Exchangesand shareholders at large and look forward to the same in greater measure in the comingyears.
| ||On behalf of the Board |
| ||For Hit Kit Global Solutions Limited |
| ||Sd/- |
| ||Amit Khandelwal |
| ||Non Executive Chairman |
| ||DIN No: 03049635 |
|Mumbai 12th August 2016 || |