You are here » Home » Companies » Company Overview » Hiliks Technologies Ltd

Hiliks Technologies Ltd.

BSE: 539697 Sector: IT
NSE: N.A. ISIN Code: INE966Q01010
BSE 00:00 | 07 Oct 15.25 0
(0.00%)
OPEN

15.25

HIGH

15.25

LOW

15.25

NSE 05:30 | 01 Jan Hiliks Technologies Ltd
OPEN 15.25
PREVIOUS CLOSE 15.25
VOLUME 10000
52-Week high 16.05
52-Week low 4.70
P/E 84.72
Mkt Cap.(Rs cr) 8
Buy Price 16.05
Buy Qty 5.00
Sell Price 15.25
Sell Qty 500.00
OPEN 15.25
CLOSE 15.25
VOLUME 10000
52-Week high 16.05
52-Week low 4.70
P/E 84.72
Mkt Cap.(Rs cr) 8
Buy Price 16.05
Buy Qty 5.00
Sell Price 15.25
Sell Qty 500.00

Hiliks Technologies Ltd. (HILIKSTECH) - Director Report

Company director report

To

The Members of Anubhav Industrial Resources Limited

Our Directors are pleased to present the Annual Report on the business and operationsof the Company together with the Audited Financial Statements for the financial yearended 31st March 2018.

1. FINANCIAL RESULTS

The Company's financial results for the financial year ended on the 31stMarch 2018 are as under:

Particulars For The Year Ended
31st March 2018 31st March 2017
(Rs.) (Rs.)
Total Revenue 7746145.00 2438684.00
Total Expenses 6127296.63 1455700.99
Profit Before Tax & Extraordinary Item 1618848.37 982983.01
Less: (a) Extraordinary Item 0.00 0.00
(b) Tax Expenses (Current Tax) 446000.00 259000.00
(c) Deferred Tax 0.00 0.00
Profit/(Loss) from the period from continuing operations 1172848.37 723983.01

2. RESERVES & PROVISIONS

The Company has not transferred any amount to general reserves.

3. DIVIDEND

The management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needs furtherfunds to enhance its business operations to upgrade the efficiency and to meet out thedeficiencies in working capital the Directors do not recommend any dividend on EquityShares for the financial year 2017-18.

4. CHANGE IN NATURE OF BUSINESS

The Company has changed its main objects w.e.f. 23rdOctober 2017 by passingthe Special Resolution through the postal ballot. The Company has entered into thebusiness of providing services/solutions of information technology information systemsHardware and Software development system networking and satellite communicationsprotocols call centers medical transcription medical billing system developmentcomputer training in software and networking infrastructure for software developmentnetworking and to provide manpower consulting in software hardware and networking andother business process outsourcing activities training center and help desk services andprovide services relating to products product support services software educationsystem integration embedded systems development software testing services softwaresupport services CRM [Customer Relation Management] tools open source systems andapplications protocols and ERP [Enterprise Resource Planning] software developmentnetworking solutions and software counseling and consultancy related to software andnetworking and also dealing with smart cards bio-metric iris capturing data entryrelated solutions Data processing warehousing and database management technicalauditing and digitization services. To carry on the business of manufacturers dealersimporters and exporters of all kinds of computers computer peripherals controlequipments communication equipments electronic high fidelity systems mobile virtualprivate networks mobile network core and other allied products.

5. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED

The members of the Board of Directors along with the details of the Directors and KeyManagerial Personnel (KMP) appointed or resigned is as follows:

S. No. Director/KMP DIN/PAN Designation Date of appointment Date of resignation
1. Kalidindi Sunitha 02434199 Independent Additional Director 12/04/2018 -
2. Rajeev Ramchandra Padhye 07064915 Whole time Director 23/08/2017 -
3. Nagavenkata Padma Bhaskar Vedanabhatla 08105714 Additional Director 12/04/2018 -
4. Vidya Mahesh Chalke 02903650 Managing Director 01/09/2014 30/11/2017
5. Vijay Pandere 03439210 Independent Director 30/09/2014 12/04/2018
6. Ramesh Kumar Khetan 03315837 Independent Director 30/09/2014 30/11/2017
7. Priti Rathi 02955237 Independent Director 30/06/2016 11/05/2018
8. VeeraVenkata Ramana Varma Mudunuri 01915394 Independent Director 23/08/2017 -

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Rajeev Ramchandra Padhye Whole Time Director are liableto retire by rotation at the ensuing Annual General Meeting of the Company. Mr. RajeevRamchandra Padhye being eligible seeks his re-appointment.Ms. Kalidindi Sunithawasappointed as Independent Additional Director w.e.f. 12th April 2018 andproposed to be regularized as Independent Director for period of 5 years in the ensuingAnnual General meeting. Mr. Nagavenkata Padma Bhaskar Vedanabhatla was appointed asAdditional Director w.e.f. 12th April 2018 and proposed to be regularized asDirector in the ensuing Annual General Meeting.

6. MEETINGS

7 Board Meetings were held during the year 2017-2018.

7. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Companyconfirming that they met with the criteria of independence as prescribed under sub-section(6) of Section 149 of the Companies Act 2013.

8. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out annualperformance evaluation of its own performance as well as the evaluation of the working ofits Audit Nomination & Remuneration Committees.

9. DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed and adopted a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration.

10. STATUTORY AUDITORS

M/s. Sarath& Associates Chartered Accountants (Firm Registration No. 005120S) wasappointed as Statutory Auditors at the 32ndAnnual General Meeting for theperiod of Five (5) yearsupto the 37thAnnual General Meeting subject toratification at each Annual General Meeting. The Company has received letter from them tothe effect that their appointment if made would be within the prescribed limits underSection 141(3) (g) of the Companies Act 2013 and that they are not disqualified fromappointment.

The Auditors Report has been annexed with this report Auditors observations are selfexplanatory which do not call for any further clarifications.

11. SECRETARIAL AUDITOR

M/s Jain Alok& Associates Company Secretaries in Practice conductedthe SecretarialAudit for the financial year 2017-18. The Secretarial Audit Report for the financial yearended 31st March 2018 is annexed herewith as Annexure-A which forms apart of this Report.

The Secretarial Audit Report for the financial year ended 31st March 2018 containscertain qualifications and clarification by the Board are as follows:

Observation: The Company did not have any Internal Auditor as required under Section138 of the Companies Act 2013 during the period under review;

Clarification: The Company had tried to find an internal auditor for the financial year2017-18 however could not find a suitable person. The management will comply the same forthe financial year 2018-19.

Observation: The Company did not have any whole time company secretary and ChiefFinance Officer (CFO) as required under Section 203 of the Companies Act 2013 during theperiod under review;

Clarification: The Company had tried to find Company Secretary and CFO for thefinancial year 2017-18 however could not find a suitable person. The management willcomply the same for the financial year 2018-19.

Observation: The composition of the Board of Directors is not complying the provisionsof Section 152(6) of the Companies Act 2013 as there was only one Director who was liableto retire by rotation;

Clarification: The management has appointed one more executive Director during thefinancial year 2018-19 by which the Company is now able to comply with the provisions ofSection 152 of the Companies Act 2013.

Observation: The Company has not published the notice of Book closure in the newspaperas required under Section 91(1) of the Companies Act 2013;

Clarification: It was inadvertently escaped the compliance. The Company will take thesame in the future.

Observation: The Company has not published the advertisement of e-voting facilityprovided the Company for the Annual General Meeting as required under Section 108 of theCompanies Act 2013 read with Rule 20(4)(v) of the Companies (Management andAdministration) Rules 2014;

Clarification: It was inadvertently escaped the compliance. The Company will take thesame in the future.

Observation: The hundred percent shareholding of the promoters and promoter groups werenot in dematerialized form as required under the Regulation 31(2) of the SEBI (LODR)during the period under review;

Clarification: The Company has given the reminder notices to the promoters for thesame.

Observation: The Company did not appoint any Company Secretary to act as a ComplianceOfficer as required under Regulation 6 of the SEBI (LODR) during the period under review;

Clarification: The Company had tried to find Company Secretary for the financial year2017-18 however could not find a suitable person. The management will comply the same forthe financial year 2018-19.

Observation: The Company did not publish the Notice of Board meeting for approvingfinancial results and Approved financial results as required under Regulation 47(1) of theSEBI (LODR);

Clarification: It was inadvertently escaped the compliance. The Company will take thesame in the future.

The management of the Company assure you to comply all the provisions of the applicablelaw in true spirit in future and is under process of making all the default good.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT U/S 186

The Company has provided give loans or provide guarantee or make investment during thefinancial year 2017-18 and disclosed in the Balance Sheet as at 31.03.2018.

13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

The Company did not enter into a contract or transaction which would fall under thepurview of Section 188.

14. COMPANIES WHICH HAVE BECOME OR CEASEED TO BE SUBSIDIARIES JOINT VENTURES ORASSOCIATES FOR THE COMPANY

The Company did not have any subsidiary joint venture or associate company during thefinancial year.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material change or commitment affecting the financial position ofthe Company which have occurred between March 31 2018 and the date of this report.

16. COMPOSITION OF COMMITTEES OF BOARD AS ON 31.03.2018

A) The composition of Audit committee of the Company is as follow:

S. No. Name of Member Designation
1. Vijay Pandere Chairman
2. PritiRathi Member
3. Vidya Mahesh Chalke Member
4. VeeraVenkataRamana Varma Mudunuri ( for last meeting) Member

B) The composition of Nomination & Remuneration committee of the Company is asfollow:

S. No. Name of Member Designation
1. Vijay Pandere Chairman
2. PritiRathi Member
3. Vidya Mahesh Chalke Member
4. VeeraVenkataRamana Varma Mudunuri (for last meeting) Member

C) The composition of Stakeholder Grievance committee of the Company is as follow:

S.No. Name of Member Designation
1. PritiRathi Chairman
2. Vijay Pandere Member
3. Vidya Mahesh Chalke Member
4. Veera Venkata Ramana Varma Mudunuri ( for last meeting) Member

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There was no such order passed against the company during the year.

18. PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isavailable at the registered office of the Company. The members may obtain the same.

19. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION) RULES 2014

No directors/employees of the Company was in receipt of amount exceeding a salary ofRs.500000/-per month or Rs. 6000000/- per annum or more when employed for whole of theyear under the provisions of Rule 5 (2) & (3) of The Companies (Appointment AndRemuneration) Rules 2014.

20. BUSINESS RISK MANAGEMENT

The prospects for the Company's business are dependent upon economic and industrialgrowth as well as resources available for implementation of liberalization policies of theGovernment. Adverse changes and delays of lack of funds can affect the business prospectsof the Industry and the Company. Risk Management is an integral part of the Company'sbusiness strategy. The Risk Management oversight structure includes Committees of theBoard and Senior Management Committees. The Risk Management Committee of the Board("RMC") reviews compliance with risk policies monitors risk tolerance limitsreviews and analyzes risk exposure related to specific issues and provides oversight ofrisk across the organization. The RMC nurtures a healthy and independent risk managementfunction to inculcate a strong risk management culture in the Company.

As part of the Risk Management framework the management of Credit Risk Market RiskOperational Risk and Fraud Risk are placed under the Head-Risk to ensure Integrated RiskManagement for various Risks.

21. INTERNAL CONTROL SYSTEMS

The Company's internal control system is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The internal control system is supported by aninternal audit process for reviewing the adequacy and efficacy of the Company's internalcontrols including its systems and processes and compliance with regulations andprocedures.

Internal Audit Reports are discussed with the Management and are reviewed by the AuditCommittee of the Board which also reviews the adequacy and effectiveness of the internalcontrols in the Company. The Company's internal control system is commensurate with thesize nature and operations of the Company.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has vigil mechanism during the financial year. The Board of Directors areunder discussion to derive a mechanism through which fraud risk including corrective andremedial actions as regards people and processes can be determined and implemented.

23. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an opentransparent and meritocratic culture to nurture this asset. The Company has kept a sharpfocus on Employee Engagement. The Company's Human Resources is commensurate with the sizenature and operations of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company is not eligible for CSR as per provisions of Section 135 of the CompaniesAct 2013.

25. COMPLIANCE

The Company has complied with all applicable provisions of the Companies Act 2013 andthe listing agreement executed with the Stock Exchanges and other applicable rules/regulation/ guidelines issued by the SEBI from time to time.

26. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during theyear. There is no unclaimed or unpaid deposit lying with the Company

27. ANNUAL RETURN

The Annual Return of the Company is placed at its website:www.anubhavindustrialresourceslimited.com.

28. LISTING OF SHARES

The Shares of the Company are listed on BSE Ltd and MSE Ltd.

29. DEMATERIALIZATION OF SHARES

As on 31.03.2018 a total of 4479430equity shares representing 88.19% of the equityshare capital have been dematerialized.

30. CORPORATE GOVERNANCE

Corporate Governance provisions i.e. Regulation 17 to 27 and clause (b) to (i) ofsub-regulation (2) of Regulation 46 and Para C to E of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 are not mandatory in respect ofthe Companies having paid up equity share capital not exceeding Rs. 10.00 crores andnet-worth not exceeding Rs. 25.00 crores as on the last day of the previous financialyear. The Company's paid up equity share capital as on 31.03.2018 is Rs. 5.079crores whichis less than Rs. 10.00 crores and the Networth is Rs. 5.28 crores which is less Rs. 25.00crores.

31. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

32. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company Section 134(3)(m)of the Companies Act 2013 read with Companies (Accounts) Rules 2014:

(A) Conservation of Energy

1. Energy Conservation Measures Taken

Energy Conversation continues to receive major emphasis and is being systematicallymentioned and corrective measures are taken whenever required immediately.

2. Additional investment and proposals if any being implemented.

At present the company has no proposal to make any substantial investments for furtherreduction of consumption of energy. However regular up-gradation of facilities is beingdone as and when required. The Company has been able to control its energy costsubstantially.

Total Energy consumption & energy consumption per unit of Production in prescribedform-A

S. No. Particulars 31.03.2018 31.03.2017
1. Power & Fuel Consumption in respect of Electricity Power & Water amount Nil Nil

(B) Technology Absorption: The Company is carrying on Research and Development in aroutine manner along with its manufacturing activities. The initiatives taken by theCompany have resulted in lower cost of energy consumption. Company has already absorbedtechnology fully. Research Development and improvement of products are an in built andon-going activity within the existing manufacturing operations of the Company. Expenditureon R&D is not separately allocated and identified.

(C) Foreign Exchange Earnings & Outgo: The Company did not earn or spent anyforeign exchange during the year under review.

33. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that accounting policies as mentioned in the Notes to the Financial Statements havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2018 and of the profit of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

34. ACKNOWLEDGMENT

The Directors gratefully acknowledge all stakeholders of the Company viz. financialinstitutions Government Authorities customers members dealers vendors banks and otherbusiness partners for the excellent support received from them during the year. TheDirectors place on record their sincere appreciation to all employees executives staffand workers of the Company for their unstinted commitment and continued contribution tothe Company.

By order of the Board
For Anubhav Industrial Resources Limited
Sd/- Sd/-
Rajeev Ramchandra Padhye Sunitha Kalidindi
(Whole Time Director) (Director)
DIN: 07064915 DIN: 02434199
Place: Mumbai
Date: 14th August 2018