Your Directors have pleasure in presenting their 34th Annual Report on thebusiness and operations of the Company and Audited Statement of Accounts for the yearended 31st March 2017.
1. FINANCIAL HIGHLIGHTS:
The Boards Report is prepared based on the stand alone financial statements ofthe Company.
(Rs. in Lakhs)
|Sr No. ||Particulars ||2016-17 ||2015-2016 |
|1. ||Net Sales/ Income ||9.44 ||406.92 |
|2. ||Total Expenditure || || |
| ||i. Cost of Traded Goods ||- ||385.14 |
| ||ii. Employee benefit expense ||1.69 ||7.88 |
| ||iii. Depreciation & amortization expenses ||0.018 ||- |
| ||iv. Other expenses ||17.05 ||12.84 |
| ||Total ||18.76 ||405.86 |
|3. ||Profit/ Loss Before Tax ||(9.32) ||1.05 |
|4. ||Provision for taxation || || |
| ||i) Current Tax expense for current year ||- ||0.33 |
| ||ii) Current Tax expense relating to prior year ||- ||- |
| ||iii) Net Current Tax expense ||- ||0.33 |
| ||iv) Deferred Tax ||- ||- |
|5. ||Profit /Loss After Tax ||(9.32) ||0.72 |
|6. ||Balance carried from previous year ||0.72 ||9.58 |
|7. ||Balance carried to Balance Sheet ||(8.6) ||10.30 |
In view of losses no dividend was recommended by the Board during the year underreview
Company changed its main objects to realty business under which a residential Project"Hastagiri Heights" was initiated at Nashik in the month of March 2017. We arehappy to state that the project has been submitted for approval and is likely to becompleted within the next 3 years. Under the current realty scenario Company iscautiously working on new projects keeping in mind tepid demand and new regulatoryframework under which realty sector has to work. It is our firm belief that providingquality product at reasonable price shall always have positive demand from the discerningconsumers.
4. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors state that a. in the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures; b. the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period; c. the Directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d. the Directors had preparedthe annual accounts on a going concern basis;
e. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and f. the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
5. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Report in form MGT-9 as requiredunder Section 92(3) of the Companies Act 2013 read with rule 12(1) of the Companies(Management and Administration) Rules 2014 are included in this Report as Annexure-I andforms an integral part of this report.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THEYEAR:
The following change took place during the financial year 2016-17 under review:
|Name of the Person ||Designation ||Date of change ||Nature of Change Appointment/ Resignation |
|Harish Kanchan ||Managing Director ||30/06/2016 ||Appointment |
|Nitin Ramamurthy ||Director ||30/06/2016 ||Appointment |
|Chitra Phadke ||Director ||30/06/2016 ||Appointment |
|Sreeram Ranganathan ||Director ||30/06/2016 ||Appointment |
|Rajesh Agarwal ||Director ||30/06/2016 ||Resignation |
|Kailash Jangid ||Managing Director ||29/06/2016 ||Resignation |
|Bhargav Shah ||Director ||29/06/2016 ||Resignation |
|Uday Gherwada ||Director ||29/06/2016 ||Resignation |
|Rani Jha ||Director ||28/07/2016 ||Resignation |
7. PARTICULARS OF EMPLOYEES:
There are no employees drawing remuneration exceeding Rupees 102 Lakhs per annum ifemployed throughout the financial year or rupees 8.5 Lakhs per month if employed for partof the financial year or draws remuneration in excess of Managing Director or Whole timeDirector or Manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the Company.
8. NUMBER OF MEETINGS OF BOARD:
|Sr. No ||Particulars ||No. of meetings held |
|1. ||Board meetings ||11 |
|2. ||Audit Committee meetings ||4 |
|3. ||Nomination and Remuneration Committee meeting ||1 |
|4. ||Independent Directors Meeting ||1 |
9. FORMAL ANNUAL EVALUATION:
Pursuant to the provision of Section 134 (3) (p) of the Companies Act 2013 the Boardof Directors evaluated the performance of its own as a body each Independent Director andNon-Independent Director and committees of the Board and found the same to besatisfactory.
10. DECLARATION BY INDEPENDENT DIRECTORS:
Declarations by the Independent Directors that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 has been receivedby the Company.
11. REMUNERATION POLICY:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of directors Key Managerial Personnel and Senior Management of the Company.
12. STATUTORY AUDITORS:
At the Annual General Meeting held on September 14 2016 M/s. V. Vaidyanathan &Co. Chartered Accountants (FRN: 111225W) were appointed as statutory auditors of theCompany to hold office till the conclusion of the 38th Annual General Meeting.In terms of the first proviso to Section 139 of the Companies Act 2013 the appointmentof auditors shall be placed for ratification at every Annual General Meeting. Accordinglythe appointment of V. Vaidyanathan & Co. Chartered Accountants (FRN: 111225W) asStatutory Auditors of the Company is placed for ratification by the shareholders. Thereport given by the Auditors on the financial statements of the Company is part of theAnnual Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.
13. SECRETARIAL AUDIT REPORT:
In terms of Section 204 of the Companies Act 2013 and Rules made thereunder M/s.Sandeep Dar and Co. Practicing Company Secretaries have been appointed as SecretarialAuditor of the Company. The report of the Secretarial Auditors is enclosed as AnnexureIII to this report. The report is self-explanatory however the Company has initiatednecessary steps to comply with various non-compliances as per the provisions of variousstatute mentioned in the secretarial audit report.
14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company www.hckkventures.com
15. COMPOSITION OF AUDIT COMMITTEE:
Composition of Audit Committee as required under section 177 (8) of the Companies Act2013. The Composition of Audit Committee is as follows:
|1. ||Mr. Sreeram Ranganathan ||- Chairman |
|2. ||Mrs. Chitra Phadke ||- Member |
|3. ||Mr. Nitin Ramamurthy ||- Member |
16. SIGNIFICANT MATERIAL CHANGES:
There were no material changes and commitments which affects the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
17. RISK MANAGEMENT:
The Company is periodically reviewing its risk management perception taking intoaccount overall business environment affecting / threatening the existence of the Company.Presently management is of the opinion that such existence of risk is minimal.
18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 of Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT 2013:
During the year under review the Company have neither given any loans nor provided anyguarantees or made any investments which are governed by the provisions of Section 186 ofthe Companies Act 2013.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto is disclosedin Form No. AOC-2 which is enclosed as Annexure II.
22. MANAGEMENT DISCUSSION AND ANALYSIS: I. INDUSTRY STRUCTURE AND DEVELOPMENTS:
It is often said that realty sector is one of the largest employment provider in ourcountry and livelihood of millions of people depend on it. Housing is one of the basicneeds of the human being which directly affects the quality of life in the society. Thedemonetization and introduction of regulatory authority and implementation GST in comingdays will have direct and profound far-reaching effect on the functioning of the realtysector. The immediate impact of above developments is drop in the demand and slowdown inthe realty sector. However taking long term view it is hoped that the sector will emergestronger by eliminating fly by night players and genuine developers will get a levelplaying field within the regulatory framework under Real Estate Regulation Act 2016.
II. OPPORTUNITIES AND THREATS:
The revival of the construction industry largely depends upon the government policiesfor land uses and incentive provided for optimum utilization of land. A national policyfor land uses can be a positive step for creating opportunity for creating an environmentto revive the demand. Another area of huge opportunity is affordable housing for all andnational housing policy by the central government. Following steps taken by the governmentwill help in revival of the realty industry;
Tax Incentive for affordable houses
Introduction of new technologies for mass housing projects
Easy Bank financing.
Over regulation of industry is the constant threat to the over all growth of theconstruction industry. A balance between just regulation and free enterprise is essentialand in the interest of the consumer. Any tendency to control the working of the sectorwill be counterproductive and will have direct effect on supply and pricing anddetrimental to the interest of the buyer.
III. SEGMENT-WISE PERFORMANCE:
Presently Company is working in single segment and has initiated the new project whichare work in progress and will generate reasonable return on the completion of the same.
The Company is looking forward to the following objectives in the coming year:
To effectively position the Company as leader in niche market by providing highquality housing at optimum price.
Meeting the expectations of aspiring generation so as to meet the needs ofchanging economic scene in India.
To maximize the return to all the shareholders keeping in mind needs of allstakeholders by managing company affairs with best corporate governance practices.
V. RISKS AND CONCERNS
The Companys business is exposed to many internal and external risks and it hasconsequently put in place robust systems and processes along with appropriate reviewmechanisms to actively monitor manage and mitigate these risks.
One of the external risk concerning this industry is over supply in the depressedmarket and bursting of business plan due to financial default.
VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems commensurate with its size and theindustry. The Company complies with all rules laws and statues of the land. All businesstransactions are properly recorded and are in compliance and conformity with theaccounting principles and processes.
VII. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT INCLUDINGNUMBER
OF PEOPLE EMPLOYED
The Company believes that through its strong set of values and cohesive work-culturethe employees will be able to achieve its goals. The Company has all safety features toensure its workers can work in a safe and secure environment. Health of its employees isparamount to the Company.
23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION
PROHIBITION AND REDRESSAL) ACT 2013:
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceas required under the Act. The following is a summary of sexual harassment complaintreceived or dispose of during the year 2016-17.
No. of Complaint received: NIL
No. of Complaint disposed off: NIL
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
In the view of the nature of the Company Rule 8 of Company (Accounts) Rules 2014concerning conservation of energy and technology absorption respectively are notapplicable to the Company. There were no foreign exchange earnings and outgo during theyear under review.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
No significant or material orders were passed by the regulators or courts or Tribunalswhich impact the going concern status and Companys operations in future.
We record our gratitude to the Banks and others for their assistance and co-operationduring the year. We also wish to place on record our appreciation for the dedicatedservices of the employees of the Company. We are equally thankful to our esteemedinvestors for their co-operation extended and confidence reposed in the management.
|Place: Mumbai ||By order of the Board of Directors |
|Date: May 30 2017 ||HCKK Ventures Limited |
|Registered Office: ||Sd/- |
|3 Orchid Savarkar Nagar Opposite Gangapur Road Police Station ||Harish Kanchan |
|Nashik 422013 Maharashtra. ||Chairman and Managing Director |