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|
Hi-Klass Trading & Investment Ltd. (HIKLASSTRADING) - Director Report
Company director report
Hi-Klass Trading and Investment Limited Mumbai
Your Directors have pleasure in presenting their Twenty-Four (24lh)Annual Report on the business and operations of the Company and the accounts for theFinancial Year ended March 31 2017
1. FINANCIAL RESULTS:-
Your director's not yet recommended dividend for the year under review.
During the year under review Rs. 15.50 Lakhs amount has beentransferred to reserves.
4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR:-
During the period under review your directors inform you that Yourcompany has only one registered & corporate office situated at Mumbai City Yourdirectors has initiated to words prospective vision & object for future growth of thecompany.
5. CHANGE IN THE NATURE OF BUSINESS IF ANY:-
There are no changes in the nature of business during the FinancialYear 2016 - 2017 and from the end of Financial Year 31st March 2017 till the date of thisreport.
6. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS:-
There are no material changes and commitments affecting the financialpositions of the Company during period under review.
7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:-
During the period under review your company doesn't receive any suchkind of order from the regulator or Courts or Tribunals.
8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS:-
During the period under review your company has adequate InternalControl.
9. DETAILS OF PERFORMANCE AND FINANCIAL POSITION SUBSIDIARY/JOINT
VENTURES/ASSOCIATE COMPANIES:- -
During the period under review your Company doesn't have anySubsidiary Associates and Joint Venture.
The Company did not hold any public deposits at the beginning of theyear nor has it accepted any public deposits during the year under review.
11. STATUTORY AUDITORS:-
The board of directors of the company proposed the re-appointments ofM/s. R. R. Gavvande & Co Chartered Accountants as Statutory Auditors of the Companyfrom conclusion of this Annual General Meeting until the conclusion of next Annual GeneralMeeting of the Company.
You are requested to re-appoint the statutory auditors for thefinancial year ended 315! March 2018.
12. AUDITORS' REPORT:-
Your Directors are pleased to inform you that the Statutory Auditors ofthe Company have not made any adverse or qualified remarks in their audit report.
13. SHARE CAPITAL:-
(A) Issue of Equity Shares with Differential Rights: The Company hasnot issued any equity shares with differential rights during the Financial Year 2016-17.
(B) Issue of Sweat Equity Shares: The Company has not issued any SweatEquity Shares during the Financial Year 2016-17
(C) Issue of Employee Stock Options: The Company has not issued anyEmployee Stock Options during the Financial Year 2016-17.
14. EXTRACT OF THE ANNUAL RETURN:-
The extract of the annual return in Form No MGT - 9 shall form part ofthe Board's report is attached as annexure-III.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:-
Since your company was not engaged in any Manufacturing activitiesduring the year under review the details regarding conservation of energy technologyabsorption are reported to be NIL as mentioned in Annexure-I
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):-
During the year under review provision of Corporate SocialResponsibility (CSR) Rule has not applicable to your company.
A) Changes in Directors and Key Managerial Personnel
The details about the changes in the directors or key managerialpersonnel by way of appointment re - designation resignation death or disqualificationvariation made or withdrawn etc. In the case of a public company the name of the directorwho is/are liable to retire by rotation and also whether he/they offers/offer for re-appointment:-
In terms of the provisions of Section 152 of the Companies Act 2013Mr. Pravin Kesharchand Chopda (Director Identification No - 00648495) Director retiresby rotation at the Meeting and being eligible offers himself for reappointment.
B) Declaration by an Independent Director (s) and Re- Appointment IfAny:
During the year no such appointment of Independent Director (s) Theappointment of Ms. Anupama Nathalal Shah Mr. Prakash Shree Gupta Mr. Pravin PrakashRane NonExecutive Independent Directors were formalised by the Board of Directors at itsmeeting held on March 30 2015.
All the Independent Directors have given the declarations that theymeet the criteria for Independence as laid down under Section 149(6) of the Companies Act2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligationand Disclosure Requirements) Regulations 2015
An independent director shall hold office for a term up to fiveconsecutive years on the Board of a Company but shall be eligible for reappointment fornext five years on passing of a special resolution by the Company and disclosure of suchappointment in the Board's report.
C) Board Annual Evaluation:-
18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:-
No. of Board Meetings held during the year along with the dates of themeeting: During the year six board meetings were held on: 30lh May 2016 6lh June 201613th August 2016 18* October 2016 23rd December 2016 31s1 March 2017.
19. AUDIT COMMITTEE:-
The composition of an Audit Committee to be disclosed and where theBoard had accepted recommendation of the Audit Committee for re-appointment and/orratification of M/s R. " R. Gawande & Co. Chartered Accountants from this AnnualGeneral Meeting until conclusion of next Annual General Meeting the same shall bedisclosed along with the reasons therefore.
20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS ANDEMPLOYEES:-
The details of establishment of vigil mechanism for directors andemployees to report genuine concerns to be disclosed.
21. NOMINATION AND REMUNERATION COMMITTEE:-
During the period under review your company has set up NominationRemuneration Committee pursuant to provision 179 of the Companies Act 2013 set out inannexure of this report.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:-
During the period under review your company does not have anytransaction relating to loans guarantee or investments under section 186.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the period under review your company does not have any Contractor arrangement referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions.
24. MANAGERIAL REMUNERATION:-
A) Details of the ratio of the remuneration of each director to themedian employee's remuneration and other details as required pursuant to Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
During the period under review not applicable to your company
B) Details of the every employee of the Company as required pursuant to5 (2) of the Companies (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 companyand who is a Managing Director or Whole-time Director of the Company shall receive anyremuneration or commission from any Holding Company or Subsidiary Company of such Companysubject to its disclosure by the Company in the Board's Report.
During the period under review No Director (s) cf the Company exceptMr. Suresh T. Jain Managing Director of the Company drawing remune'ation
25. SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT:- ~
During the period under review Secretarial Audit Report given by MavurMore Proprietor of M/s MAYUR MORE & ASSOCIATES Company Secretaries shall be annexedwith the report as Annexure-II
26. CORPORATE GOVERNANCE CERTIFICATE:-
During the period under review your company has taken corporategovernance certificate from the Statutory Auditors regarding compliance of conditions ofcorporate governance as stipulated as per the SEBI (Listing Obligation and DisclosureRequirement) Regulation (referred as "Listing Rules") shall be annexed with thereport.
27. RISK MANAGEMENT POLICY:-
During the period under review your company has taken appropriate riskmanagement policy for future growth & prospective.
28. DIRECTORS' RESPONSIBILITY STATEMENT:-
The Directors' Responsibility Statement referred to in clause (c) ofsub-section (3) of Section 134 of the Companies Act 2013 shall 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 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 directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the companv and for preventing and detecting fraud andother irregularities;
(d) The directors had prepared the annual accounts on a going concernbasis; and
(e) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
(f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
29. PARTICULARS OF EMPLOYEES:-
Details of Remuneration as per Companies (Appointment and remunerationof Managerial Remuneration) Rules 2014 are as follows:
1. The ratio of the remuneration of each director to the medianremuneration of the employees of the company for the financial year: NA
2. The percentage increase in remuneration of each director ChiefFinancial Officer Chief _ Executive Officer Company Secretary or Manager if any in thefinancial year: NA
3. The percentage increase in the median remuneration of employees inthe financial year:
4. The number of permanent employees on the rolls of company: Nil
5. The explanation on the relationship between average increase inremuneration and company performance: NA
6. Comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company: NA
7. Variations in the market capitalisation of the company priceearnings ratio as at the closing date of the current financial year and previous financialyear and percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last public offerin case of listed companies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial vear and previous financialvear: NA
8. Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration: NA
9. The key parameters for any variable component of remunerationavailed by the directors:
10. The ratio of the remuneration of the highest paid director to thatof the employees who are not directors but receive remuneration in excess of the highestpaid director during the year: NA
11. Affirmation that the remuneration is as per the remuneration policyof the company: NA
An acknowledgement to all with whose help cooperation and hard workthe Company is able to achieve the results.
For and on behalf of the Board of Directors
Suresh T. Jain
Identification No - 01142300