To The Members
Your Directors have pleasure in presenting their 36th Annual Report on thebusiness and operations of the Company and Audited Statement of Accounts for the yearended 31st March 2019.
1. FINANCIAL HIGHLIGHTS:
The Board's Report is prepared based on the stand alone financial statements of theCompany.
| || ||(Rs. in Lakhs) |
|Sr No. Particulars ||2018-19 ||2017-18 |
|1. Net Sales/ Income ||45.35 ||1.68 |
|2. Total Expenditure || || |
|i. Purchase of Goods ||1.57 ||1.15 |
|ii. Change in Inventories ||- ||(1.15) |
|iii. Direct Overheads ||18.05 ||- |
|iv. Employees benefit ||4.58 ||- |
|v. Depreciation & amortization expenses ||0.46 ||0.15 |
|vi. Other expenses ||19.86 ||13.18 |
|Total ||44.52 ||13.32 |
|3. Profit/ (Loss) Before Tax ||0.83 ||(11.64) |
|4. Extraordinary items ||- ||0.36 |
|5. Provision for taxation || || |
|a) Current Tax- Current & Earlier Years ||0.69 ||0.21 |
|b) Deferred Tax ||(5.09) ||- |
|6. Profit /(Loss) After Tax ||5.24 ||(12.21) |
In view of limited profits the Board recommended no dividend during the year underreview.
During the year Company started its new business activity in sale and distribution ofbio medical devices and export of software. The revenue from the business was moderate butwe expect larger turnover from both the segments in coming years. We look forward togovernment providing incentives for software exports and hopefully India will achievefurther improvement in ranking in ease of doing business.
Company is developing marketing infrastructure and sale of the bio-medical devices isexpected to increase during the current financial year.
4. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors state that a. in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; b. the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive 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 internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively; f. the Directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
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-Iand forms an integral part of this report.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THE YEAR:
The following change took place during the financial year 2018-19 under review:
|Name of the Person ||Designation ||Date of change ||Nature of Change Appointment/ Resignation |
|Harish Kanchan ||Managing Director ||19.07.2018 ||Re-Appointment |
|Ruzbeh Dhun Patel ||Director ||30.06.2018 ||Appointment as Additional Director |
|Antony Thomas ||Director ||30.06.2018 ||Appointment as Additional Director |
|Kinjal Sunny ||Company Secretary ||30.11.2018 ||Appointment as Company Secretary |
|Antony Thomas ||Chief Financial Officer ||12.03.2019 ||Appointment as Chief Financial Officer |
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 ||7 |
|2. Audit Committee meetings ||4 |
|3. Nomination and Remuneration Committee meeting ||2 |
|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 accordance with Companies (Amendment) Act 2017 the provision with regard toratification of appointment of Auditors at every Annual General Meeting prescribed underthe first proviso to sub-section (1) of section 139 of the Companies Act 2013 is omittedfrom the financial year 2018-19 onwards. The report given by the Auditors on the financialstatements of the Company is part of the Annual Report. There has been no qualificationreservation adverse remark or disclaimer given 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. Nitin Ramamurthy - Chairman
2. Mrs. Chitra Phadke - Member
3. Mr. Antony Thomas - 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
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 sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto is disclosed inForm No. AOC-2 which is enclosed as Annexure II.
22. MANAGEMENT DISCUSSION AND ANALYSIS: I. INDUSTRY STRUCTURE AND DEVELOPMENTS:
Realty sector continues to have difficult phase and overall slowdown in the economy hasfurther added to its downward trend. The mismatch between the suppressed demand and oversupply has hampered financial health in the realty sector. If present trend continuesthen long term slowdown is eminent. Unless government takes steps for structuraladjustment in the economy the overall scenario in the realty sector is dismal. HoweverCompany has commenced its operations in Software Exports and Marketing of Bio-MedicalDevices and is positive about the growth. India's potential for exports is stillunder-utilized and with government taking steps for improving its ranking in ease of doingbusiness it is expected that these measures will unleash the growth potentials in exportmarket.
II. OPPORTUNITIES AND THREATS:
The financial health of the realty sector is hit by the low demand and default in loanrepayment. Unless demand for the realty takes a positive turn the lost opportunities willcontinue in terms of employment and economical pricing for the mass housing projects. Theright government policies for the realty sector will create an opportunity for the growthand the revival of the sector. It is hoped that the present government will take necessarysteps for the revival as government target of increasing employment opportunities is tothe great extent dependent on the growth in the realty sector. Company is more positivewith regard to exports of software and sale of bio-medical devices. Opportunities forgrowth in these segments are immense and as economy ascent Company will benefit from theoverall improvement in the infrastructures and better incentives for exports. The threatto the realty sectors continues to be low consumer demand. The necessary incentives fromthe government will provide relief to the industry by reviving the investment in therealty sector.
III. SEGMENT-WISE PERFORMANCE:
In the financial year under consideration Company had two operational segments ofExports in Software and dealing in bio Medical devices. The growth in the realty sectorwas stagnant whereas Company commenced its operations in the Software Exports andbiomedical devices with moderate operations and profitability. In coming years themanagement hopes to achieve high growth in the turnover in the Exports of Software andlocal Sales in bio medical equipments. The performers in the realty sector will follow thetrend in the industry.
The Company is looking forward to the following objectives in the coming year: To focuson the growth in the export in software and bio medical equipment.
To maximize the return to all the shareholders keeping in mind needs of allstakeholders by managing company affairs with best corporate governance practices. Companyis exploring new avenues for software design development and new markets for exports. Towait and watch for the revival in the realty sector.
V. RISKS AND CONCERNS
Company has to protect itself from various business risks. Slow down in the economy ispotential risk for which Company has to be prepared. Government has to provide Exportincentives for growth and achieving national growth targets.
Non revival of the demand and additional export incentives is the matter of concern andCompany has to sustain its activity till turnaround is achieved. All remedial measures aretaken to insulate company form the external and as well as internal threats and protectall stakeholders' interest.
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 INCLUDING OF
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 disposed of during the year 2018-19. No. of Complaint received: NIL
No. of Complaint disposed off: NIL
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
In 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.
The foreign exchange earnings and outgo during the year is as follows: Outflow: NilInflow: Rs. 3593299/-
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No significant or material orders were passed by the regulators or courts or Tribunalswhich impact the going concern status and Company's' 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: August 13 2019 ||HCKK Ventures Limited |
| ||Harish Kanchan |
| ||Chairman and Managing Director |