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Hi-Klass Trading & Investment Ltd.

BSE: 542332 Sector: Financials
NSE: N.A. ISIN Code: INE302R01016
BSE 00:00 | 19 Mar Hi-Klass Trading & Investment Ltd
NSE 05:30 | 01 Jan Hi-Klass Trading & Investment Ltd
OPEN 6.00
PREVIOUS CLOSE 6.00
VOLUME 50
52-Week high 6.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 6.30
Buy Qty 20.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.00
CLOSE 6.00
VOLUME 50
52-Week high 6.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 6.30
Buy Qty 20.00
Sell Price 0.00
Sell Qty 0.00

Hi-Klass Trading & Investment Ltd. (HIKLASSTRADING) - Director Report

Company director report

To

The Members

Hi-Klass Trading and Investment Limited

Mumbai

Your Directors have pleasure in presenting their Twenty-Sixth (26th) AnnualReport on the business and operations of the Company and the accounts for the FinancialYear ended March 31 2019.

FINANCIAL RESULTS

Particular 2018-19 {Rs in Lakhs) 2017-18 (Rs in Lakhs)
Total Income 92.30 17.03
Profit/(loss) before Depreciation -21.47 5.88
Less: Depreciation & Amortization 0.03 0.08
Profit / (Loss) before tax -21.44 5.80
Provision for tax net off Differed Tax 1.37 2.69
Earlier Tax provisions written back Nil Nil
Profit / (Loss} after Taxation -22.81 3.11

Performance and Future Prospects:

Hi-Klass Trading and Investment Ltd the Company is Registered NBFC with the ReserveBank of India and has obtained listing of equity shares on BSE {"BSE Ltd")w.e.f. 31.01.2019 since the Ahmedabad Stock Exchange and Pune Stock Exchange have becomea derecognised Stock Exchange's in India.

The banking sector in India is witnessing vital fundamental reforms in whichNon-Banking Financial Companies ("NBFC/ "NBFCs") have been playing a veryimportant role from the macroeconomic perspective. NBFCs have shown considerable growth inthe last couple of years and as an impact they have created their own position in thebanking sector promising a rising future in the years to come.

NBFCs have steadily expanded their share of total credit in the country. They havedeveloped innovative and customised financial products and solutions that are deliveredefficiently to fulfil customer aspirations.

The implementation of various government initiatives to improve financial inclusionwill further support the growth of NBFCs. With private consumption growing at a robustpace and a visible upswing in investments NBFCs are well positioned to maintain theirgrowth trajectory.

Dividend and Reserve:

The Directors did not recommend any dividend for the Financial Year ended 31stMarch 2019.

During the year under review no transfers were made to General Reserve.

The Company was not required to Transfer of Unclaimed Dividend to Investor Educationand Protection Fund.

Material Changes & Commitments

There are no material changes & commitments affecting the financial position of theCompany during the Financial Year 2018-19 and from the end of Financial Year 31stMarch 2019 till the date of this report.

Internal Financial Control

The Company has effective internal financial control and risk mitigation system whichare constantly assessed and strengthened. The Internal Auditors periodically reviews theeffectiveness of the Internal Financial control. Further same is reviewed by the Auditcommittee and suggestions are made for improvement.

Details of Significant and Material Orders Passed by the Regulators or Courts orTribunals Impacting the Going Concern Status and Company's Operations in Future

During the period under review your company doesn't receive any such kind of orderfrom the regulator or Courts or Tribunals.

Details in Respect of Adequacy of internal Financial Controls with reference to theFinancial Statements

During the period under review your company has adequate Internal Control.Subsidiary/Joint Ventures and Associates

The Company has no joint ventures with any other entities nor has any associates orsubsidiary.

Deposits

The Company has not accepted any deposits under the provisions of section 73 of theCompanies Act 2013 during the any of the previous Financial Years as well as FinancialYear 2018-19.

Auditors' Report

The Statements made by the Auditors in their report are self-explanatory and doesn'trequire any comments by the Board of Directors.

Statutory Auditors

Your attention is invited that M/s R.R Gawande & Co (ICAI FRN No. 123762W) havebeen appointed as Statutory Auditors of the Company at 25th Annual GeneralMeeting held on 31st August 2019.

Your board of directors have recommended the appointment of statutory auditor fromconclusion of this annual general meeting until of the next annual general meeting.

Details of Frauds reported by Auditors'

No frauds have been reported by auditors hence no disclosures are required under theprovisions of Section 143 of the Companies Act 2013 and the rules made thereunder.

Share Capital

During the F.Y. 2018-2019 there was no change in the Share Capital of the Company.

Conservation of Energy Technology Absorption & Foreign Exchange Earnings &Outgo

The information relating to conservation of energy technology absorption & foreignexchange earnings & outgo by the Companies annexed to the report as "Annexure -A"

Extract of Annual Return

The extract of the Annual Return in Form MGT 9 as required under Section 92 of theCompanies Act 2013 is included in this Report as "Annexure - B"

Management Discussion and Analysis

The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as"Annexure-C".

Corporate Social Responsibility

The provisions of the Companies Act 2013 relating to CSR expenditure are notapplicable to the Company.

Directors

A) Changes in Directors and Key Managerial Personnel

There is no change or changes of Directors and Key Managerial Personnel during theperiod under review.

In terms of the provisions of Section 152 of the Companies Act 2013 Mr. VimalShantilal Patangia (Director Identification No - 00166331) Director retires by rotationat the Meeting and being eligible offers himself for reappointment.

B) Declaration by an Independent Director (s) and Re- Appointment If Any:

During the year no such appointment of Independent Director (s) The appointment of Ms.Anupama Nathalal Shah Mr. Prakash Shree Gupta' Mr. Pravin Prakasb Rane Non-ExecutiveIndependent Directors were formalised by the Board of Directors at its meeting held onMarch 302015.

All the Independent Directors have given the declarations that they meet the criteriafor Independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 25 of the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015.

An independent director shali hold office for a term up to five consecutive years onthe Board of a Company but shali be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report.

C) Board Annual Evaluation:-

The Board shall include a statement indicating the manner in which formal annualevaluation has been made by the Board of its own performance and that of its committeesand individual directors.

Number of Meetings of Board of Directors

The calendar of meetings to be held in a year is decided in advance by the Board andcirculated to the Directors. The gap between two consecutive meetings was not more thanone hundred and twenty days as provided in section 173 of the Companies Act 2013.

During the year 5 meetings of the Board of directors were held during the Financialyear 2017-18 on following dates: 2nd May 2018 2nd August 2018 7thAugust 2018 29th October 201818th January 2019.

Sr No Name Number of Meeting entitled Number of Meeting attended
1 Mr Suresh T Jain 5 5
2 Mt. Vimal Shantilal Patangia 5 5
3 Ms. Anupama Nathalal Shah 5 5
4 Mr. Prakash Shree Gupta 5 5
5 Mr Pravin Prakash Rane 5 5

Audit Committee

Pursuant to Section 177 read with Rule 6 of the Companies (Meeting of Board and itsPowers) Rules 2014 the Company have constitute audit committee.

During the year under review a total of four meetings of the Audit Committee wereheld on 2nd May 2018 7th August 2018 29th October2018 18th January 2019. The Composition of Audit committee and attendance ofeach committee members is as under:-

Committee Member Designation Category No of Meeting
Mr. Prakash Shree Gupta Chairman Non- Executive independent 4
Mr. Suresh Tarachand Jain Member Promoter Executive Non - Independent 4
Ms. Anupama Nathalal Shah Member Non- Executive Independent 4
Mr. Pravin Prakash Rane Member Non- Executive Independent 4

Nomination and Remuneration Committees

During the period under review your company has set up Nomination RemunerationCommittee pursuant to provision of section 178 read with rule 7 the Companies (Meeting ofBoard and its Powers) Rules 2014.

During the year under review a total of four meetings of the Nomination RemunerationCommittee were held on 2nd May 2018 7th August 2018 29thOctober 2018 18th January 2019.

The Composition of the Nomination and Remuneration Committee and the details ofmeetings attended by the members of the Nomination and Remuneration Committee are givenbelow:-

Committee Member Designation Category No of Meeting
Mr. Prakash Shree Gupta Member Non- Executive independent 4
Ms. Anupama Nathalal Shah Chairman Non- Executive Independent 4
Mr. Pravin Prakash Rane Member Non- Executive Independent 4

Stakehoider Relationship Committee

The Stakeholder Relationship Committee and the details of meetings attended by themembers of the Nomination and Remuneration Committee are given below:-

Four meetings of the committee were held during the year on 2nd May 2018 7thAugust 2018 29*h October 201818th January 2019.

Committee Member Designation Category No of Meeting
Mr. Prakash Shree Gupta Member Non- Executive Independent 4
Ms. Anupama Nathalal Shah Chairman Non- Executive Independent 4
Mr. Pravin Prakash Rane Member Non- Executive Independent 4
Mr. Suresh Jain Member Executive- Non- Independent 4

Details of Establishment of Vigit Mechanism for Directors and Employees

The details of establishment of vigil mechanism for directors and employees to reportgenuine concerns to be disclosed.

Particulars of Loans Guarantees or Investments under Section 186

During the period under review your company does not have any transaction relating toloans guarantee or investments under section 186.

Particulars of Contracts or Arrangements with Related Parties

During the period under review your company does not have any Contract or arrangementreferred to in sub-section (1) of section 188 of the Companies Act 2013 including certainarm's length transactions.

Managerial Remuneration

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Not Applicable

B) Details of every employee of the Company as required pursuant to 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

During the period under review No employee (s) fall under Rule 5(2) the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

C) Any director who is in receipt of any commission from the company and who is aManaging Director or Whole-time Director of the Company shall receive any remuneration orcommission from any Holding Company or Subsidiary Company of such Company subject to itsdisclosure by the Company in the Board's Report.

During the period under review No Director (s) of the Company except Mr. Suresh TJain Managing Director of the Company drawing remuneration.

Secretarial Audit and Secretarial Audit Report

During the period under review Secretarial Audit Report given by Mayur More Proprietorof M/s MAYUR MORE & ASSOCIATES Company Secretaries shall be annexed with the reportas "Annexure-D"

Directors Comments on Secretarial Audit Report: -

1. Promoters are in process of demat of equity shares.

Corporate Governance

The Regulation 27(2){a) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 regarding Corporate Governance is not applicable to the Company ascompany falls under criteria of Regulation 15 (2) (a) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the paid-up capital of the company being lessthan Rs.10 crore and net worth being less than Rs. 25 crore the threshold limit asprescribed therein.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as"Annexure-C"

Risk Management Policy

During the period under review your company has taken appropriate risk managementpolicy for future growth & prospective.

Listing

The shares of the company are listed at Bombay Stock Exchange Limited. Listing fees ofBSE is paid for the year 2019-20.

Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state 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 end of the financial year and ofthe profit and loss 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; and

(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.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Particulars of Employees

Details of Remuneration as per Companies (Appointment and remuneration of ManagerialRemuneration) Rules 2014 are as follows:

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year: NA

2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: NA

3. The percentage increase in the median remuneration of employees in the financialyear: NA

4. The number of permanent employees on the rolls of company: Nil

5. The explanation on the relationship between average increase in remuneration andcompany performance: NA

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company: NA

7. Variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last pubfic offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year: NA

8. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NA

9. The key parameters for any variable component of remuneration availed by thedirectors: NA

10. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: NA

11. Affirmation that the remuneration is as per the remuneration policy of the company:NA

Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable ta achieve the results.

Place: Mumbai For and on behalf of the Board of Directors
Date: 08.08.2019
Suresh T. Jain
Managing Director
Director identification No - 01142300

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