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Hit Kit Global Solutions Ltd.

BSE: 532359 Sector: Others
NSE: N.A. ISIN Code: INE309B01023
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Hit Kit Global Solutions Ltd. (HITKITGLOBAL) - Director Report

Company director report

To The Members

Hit Kit Global Solutions Limited

Yours Company's Directors are pleased to present 32nd Annual Report of theCompany along with Audited Accounts for the financial year ended March 31st2020.

1. Financial Performance

a) The salient features of the Company's financial performance for the year underreview are as follows:

(Rs. In Lakhs)

Particulars
31.03.2020 31.03.2019
Gross Revenue 35.79 31.64
Operating Profit before Interest Depreciation and Amortization and Tax 1.01 (2.29)
Interest - -
Depreciation 0.18 0.18
Profit before tax (PBT) 1.02 (2.29)
Provision for Taxation - -
Profit after tax (PAT) 1.02 (2.29)

b) Operations & Performance of the Company

During the year under the review the Company has recorded gross revenue of Rs. 35.79lakhs as against Rs. 31.64 lakhs in the previous year. After offsetting the expenses thecompany made a profit after tax of Rs.1.02 lakhs against Loss of Rs. 2.29 lakhs in theprevious year.

The Earning per Share (EPS) for the year was Rs. 0.0028 as against Rs. (0.0062) forprevious year.

2. Deposits:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.

3. Particulars of Loans Guarantees or Investments:

Pursuant to the provisions of Section 186 of the Companies Act 2013 read with TheCompanies (Meetings of Board and its Powers) Rules 2014 as amended from time to time(including any amendment thereto or re-enactment thereof for the time being in force)Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to Accounts of the Financial Statements provided in this AnnualReport.

4. Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to insub-section (1)6 section 188 in the form AOC-2:

Your Company has historically adopted the practice of undertaking related partytransactions only in the ordinary and normal course of business and at arm's length aspart of its philosophy of adhering to highest ethical standards transparency andaccountability. In line with the provisions of the Companies Act 2013 and the ListingRegulations the Board has approved a policy on related party transactions. The policy onRPTs as approved by Board is uploaded on the Company's websitehttps://www.hitkitglobal.com/img/pdf/Related%20Party.pdf

In view of above All Related Party Transactions (RPTs) which were entered into duringthe Financial Year 2019-20 were on an arm's length basis and were in the ordinary courseof business and did not attract provisions of section

188 of the Companies Act 2013 and were also not material RPTs under regulation 23 ofthe SEBI Listing Regulations 2015. During the year 2019-20 as required under section 177of the Companies Act 2013 and regulation 23 of the SEBI Listing Regulations 2015 allRPTs were placed before the Audit Committee for approval.

A statement showing the disclosure of transactions with related parties including thetransaction if any with any person or entity belonging to the promoter / promoter groupwhich hold(s) 10% or more shareholding in the listed entity as required under AccountingStandard 18 is set out separately in Notes to accounts of Financial Statements annexed tothis Annual Report.

There were no material transactions entered into with related parties during theperiod under review which may have had any potential conflict with the interests of theCompany. Accordingly the disclosure of Related Party Transactions as required underSection 134(3) (h) of the Companies Act 2013 in Form AOC-2 is not applicable.

5. Dividend

In order to conserve resources for future growth your Directors do not recommend anydividend for the year 2019-20

6. Transfer to Reserves

The Board of Directors has not appropriated and transferred any amount to any Reserveand has decided to retain the entire amount in profit and Loss account.

7. Unpaid Dividend & IEPF:

The Company is not required to transfer any amount to the Investor Education &Protection Fund (IEPF) and does not have unclaimed dividend which remains to betransferred to Investor Education & Protection Fund (IEPF).

8. Changes in Share Capital

During the year Company has not made any allotment of Equity or preference Shares.

9. Disclosure Relating To Equity Shares with Differential Rights

The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

10. Disclosure Relating To Sweat Equity Shares

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

11. Disclosures In Respect Of Voting Rights Not Directly Exercised By Employees

There are no shares held by trustees for the benefit of employees and hence nodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014has been furnished.

12. Disclosure Under Section 67 (3) of the Companies Act 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

13. Report on performance of Subsidiaries Associates and Joint Venture Companies:

a. Subsidiaries:

The Company has no Holding or Subsidiary Or Associates Company as on 31st March 2020.

b. Joint Venture:

The Company has entered into a Joint Venture (A.O.P.) to be known in the name of'ENGINEERS INDIA ASSOCIATES' for the construction and development of resort project nearLonavala Dist. Pune.

Statement containing salient features of financial statements of Joint Venture pursuantto section 129 of the Companies Act 2013 (Act) read with Rule 5 of the Companies(Accounts) Rules 2014 is annexed to this Report in the prescribed Form AOC -1 as "Annexure2".

The Company has not consolidated it Accounts with regards to Section 129 (3) as it hasnot started its operations yet.

14. Adequacy of Internal Financial Controls

Internal financial controls with reference to the financial statements were adequateand operating effectively

The details pertaining to adequacy of internal financial controls with reference to theFinancial Statements pursuant to Rule 8 (5) (viii) of the Companies (Accounts) Rules 2014are included in Management Discussion & Analysis which forms part of this report.

15. Board & Committee Meetings

a) Board Meeting

During the financial year 2019-20 total Five (5) Board Meetings were held on 29thMay 2019; 13th August 2019; 28th September 2019; 11thNovember 2019; 13th February 2020. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013.

Attendance:

Name of the Director Category Number of Board Meeting Attended Attended Last AGM
Mrs. Premlata Purohit Non executive Chairman Independent Director 5 Yes
Mr. Kamal Agarwal Managing Director and CEO 5 Yes
Mr. A.B. Sharma Independent Director 3 Yes
Mr. Ramamurthy Shetty Guruvai * Non-Executive Director 2 Not Applicable
Mr. Gopal Vyas** Additional NonExecutive Independent Director 3 Absent

* Mr. Ramamurthy Shetty appointed w.e.f. 28.09.2019

** Mr. Gopal Vyas has ceased to become the directors as his not regularized in AGM

b) Audit Committee Meeting:

During the financial year 2019-20 total Five (5) Board Meetings were held on 29thMay 2019; 13th August 2019; 28th September 2019; 11thNovember 2019; 13th February 2020.

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding

Chairman. They possess sound knowledge on Accounts Audit Finance Taxation InternalControls etc. The details of the Composition of the Audit Committee during the financialyear 2019-2020 are as follows:

Chairman: Premlata Purohit

Members: A.B. Sharma

Ramamurthy Shetty w.e.f. 28 09.2019

Attendance:

Name of the Director Category Number of Board Meeting Attended Attended Last AGM
Mrs. Premlata Purohit Independent Director 2 Yes
Mr. A.B. Sharma Independent Director 2 Yes
Mr. Kamal Agarwal Non-Executive Director 4 Yes
Mr. Gopal Vyas* Additional Non- Executive Independent Director 2 Absent

* Mr. Gopal Vyas has ceased to be the director due to non regularization in AGM

w.e.f. 28.09.2019

(a) TERMS OFREFERENCE:

The terms of reference of the Audit Committee inter alia include the following:

The recommendation for appointment remuneration and terms of appointment of Auditorsof the Company.

i. Review and monitor the Auditors Independence and performance and effectiveness ofAudit process.

ii. Examination of the financial statement and Auditors Report thereon.

iii. Approval or any subsequent modification of transaction of the Company with relatedparties.

Provided that the Audit Committee may make Omnibus Approval for related partytransactions proposed to be entered into by the Company subject to such consultations asmay be prescribed.

iv. Scrutiny of Corporate Loans and Investments.

v. Valuation of undertakings or assets of the Company wherever it is necessary.

vi. Evaluation of internal financial controls and risk management system.

vii. Monitoring the end use of funds raised through public offers and related matters.

viii. Calling for the Comments of the Auditors about internal control system the scopeof Audit including the observations of the Auditors and review of Financial Statementsbefore their submission to the Board and may also discuss any related issues with theInternal and Statutory Auditors and Management of the Company. Authority to investigateinto any matter in relation to the item specified from (i) to (ix) above or referred to itby the Board

(b) FUNCTION:

The Audit Committee while reviewing the Annual Financial Statement also review theapplicability of various Accounting Standards (AS) referred to in Section 133 of theCompanies Act 2013. Compliance of the Accounting Standard as applicable to the Companyhas been ensured in the preparation of the Financial Statement for the year ended 31stMarch 2020. Besides the above Chairman and Managing Director Whole Time Director ChiefFinancial Officer Business heads of the Company divisions and the representatives of theStatutory Auditors are permanent invitees of the Audit Committee Meetings.

The Audit Committee also oversees and reviews the functioning of Vigil Mechanism(implemented in the Company as a Risk Management Policy and Whistle Blower Policy) andreview the finding of investigation in the cases of material nature and the action takenin respect thereof.

c) Nomination & Remuneration Committee Meeting:

During the Financial Year 2019-20 total two (1) Nomination & RemunerationCommittee Meeting was held on 28th September 2019 and 11th November 2019

The Company has constituted Nomination & Remuneration Committee. The details of theComposition of the Nomination & Remuneration Committee are as follows:

Chairman: Mr. Ramamurthy Shetty Guruvai

Members: Mr. A.B.Sharma

Mrs. Premlata Purohit

Attendance:

Name of the Director Category Number of Board Meeting Attended Attended Last AGM
Mr. Ramamurthy Shetty Guruvai* Non-Executive Director 1 N.A.
Mr. A.B. Sharma Independent Director 1 Yes
Mrs. Premlata Purohit Independent Director 2 Yes
Mr. Gopal Vyas** Additional Non 1 Yes

• *Mr. Ramamurthy Shetty Gurvai W.e.f.28.09.2019

• ** Mr. Gopal Vyas has ceased to be the director as his candidature was notproposed for regularization in AGM w.e.f. 28.09.2020.

• * Premlata purohit resigned as chairman of NRC w.e.f. 1.04.2019 and appointed asmember of committee.

(a) TERMS OF REFERENCE:

The Committees composition meets with requirements of Section 178 of the Companies Act2013.

The terms of reference of the Committee inter alia includes the following:

1. To identify persons who are qualified to become Directors and who may be appointedin Senior Management in accordance with the criteria let down and to recommend to theBoard their appointment and removal and shall carry out evaluation of every Directorsperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Directors and recommend to the Board a Policy relating to theremuneration for the Directors Key Managerial Personnel and other Employees.

3. To ensure that the level and composition of remuneration is reasonable andsufficient to attract retained motivate Directors of the quality required to run theCompany successfully.

4. To ensure that relationship of remuneration to performance is clear and meetsappropriate Performance benchmark.

5. To ensure that remuneration to Directors Key Managerial Personnel and SeniorManagement involves balance between fixed and incentive pay reflecting short term and longterm performance objectives appropriate to the working of the Company and its goals.

(d)STAKEHOLDERS RELATIONSHIP COMMITTEE:

In pursuant to the provisions of Section 178 (5) the Stakeholders' RelationshipCommittee has been formed by the Company comprises of three Directors Mr. RamamurthyShetty being the Chairman of the Committee. During the Financial Year 2019-20 total two(1) Nomination & Remuneration Committee Meeting was held on 29th May 2019 and 11thNovember 2019.

Terms of Reference:

a) looking into the Investors complaints on transfer and transmission of shares

b) issue of duplicate share certificates

c) non receipt of Balance Sheet etc.

d) to ensure expeditious share transfer process.

e) Review of measures taken for effective exercise of voting rights by shareholders;

f) Review of adherence to the service standards adopted in respect of various servicesbeing rendered by Registrar & Share Transfer Agents;

g) Review of the various measures and initiatives taken for reducing the quantum ofunclaimed dividends and ensuring timely receipt of dividend warrants/annual reports /statutory notices by the shareholders of the Company and

h) Such other functions/duties as may be entrusted by the Board from time to time.

M/s. Adroit Corporate Service Pvt. Limited is the Registrar and Transfer Agent of theCompany and the committee oversees the performance of the Registrar and Transfer Agent andrecommends major for overall improvement in the quality of investor services.

 

Composition and Attendance

Chairman : Ramamurthy Shetty Guruvai w.e.f. 28.09.2019 Members : Arvind Sharma

Premlata Purohit

Name of the Director Category Number of Board Meeting Attended Attended Last AGM
Mr. Ramamurthy Shetty Guruvai* Non-Executive Director 1 N.A.
Mr. A.B. Sharma Independent Director 1 Yes
Mrs. Premlata Purohit Independent Director 2 Yes
Mr. Gopal Vyas** Additional NonExecutive Director 1 Yes

Chairman of the Stakeholders Relationship Committee is Non-Executive Director.Continuous efforts are made to ensure that grievances if any are more expeditiouslyredressed to the complete satisfaction of the investors.

The Committee specifically look into the redressal of grievances of Shareholders. Thecommittee considers and resolves the grievances of the Share holders of the Companyincluding complaints related to Transfer of shares Non -receipt of Annual Reports issueof duplicate share certificates transmission of shares and other shareholder relatedqueries complaints etc. No application for share transfers was pending as on 31 stMarch 2019.

In addition to above this Committee is also empowered to oversee administrativematters like opening / closure of Company's Bank accounts grant and revocation ofgeneral specific and banking powers of attorney and other administrative matters asdelegated by Board from time to time.

Name and Designation of Compliance Officer:

Mrs. Ishita Sanghavi Company Secretary has been appointed as the Compliance Officeras required under Regulation 6 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations"). She has been entrusted the task of overseeing the Share Transfer workdone by the Registrars and Share Transfer Agents and attending to grievances of theShareholders and Investors intimated to the Company directly or through SEBI and StockExchanges. All complaints / grievances have been duly intimated to exchange underRegulation 13 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

The Company attends to the Investor's grievances / correspondence expeditiously exceptin the case that are constrained by dispute or legal impediments.

a. No. of Shareholders complaints received during the year 01
b. No. of complaints not resolved to the satisfaction of the shareholders. 01
c. No. of pending share transfers as on March 31 2020 0

16. Matters Related To Directors and Key Managerial Personnel

a. Board of Directors

* During the year 2019-20 Board of Directors met Five Timesviz.on 29th May2019;13th August 2019; 28th September 2019; 11th November 2019; 13th February 2020. Theintervening gap between any two Meetings was within the period prescribed by the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

* Mr. Gopal Vyas (DIN 06553107) was appointed as Additional Director in terms ofsection 161 of the Companies Act. w.e.f 13th November 2018 and was to hold office up todate of Annual General Meeting held on 28th September 2019 since his candidature was notproposed for regularization accordingly Mr. Gopal Vyas ceased to be the Director of theCompany with effect from conclusion of AGM held on 28th September 2019.

Further note that any of the Directors or Company Secretary be and are hereby severallyauthorized to sign the requisite forms/documents and to do all such acts deeds and thingsand execute all such documents instruments and writings as may be required to giveneffect.

* Mr. Ramamurthy Shetty Guruvai has been appointed as the additional Directors (Non-Executive) with effect from 28thSeptember 2019. The appointment is for aperiod of 5 years subject to approval of Shareholders which is being included in thenotice of the Annual General Meeting.

* Mr. Arvind Sharma an Independent Director of the Company on account of hisprofessional commitments has tendered his resignation with effect from 31st August2019.

The Board places on record its appreciation for the invaluable services rendered by Mr.Arvind Sharma to the Board and Company during his tenure as member of the Board/Committeesof the Board

* Mrs. Varsha Shah (DIN: 08856197) and has been appointed as the additional IndependentDirectors with effect from 31st August 2020. The appointment is for a periodof 5 years subject to approval of Shareholders which is being included in the notice ofthe Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of Independence as prescribed both under theAct and SEBI (LODR) 2015 and there has been no change in the circumstances which mayaffect their status as Independent Directors during the year.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive director. The same was discussed inthe Board meeting held subsequently to the meeting of the independent directors on 13thAugust 2019atwhich the performance of the Board its Committees and individual directorswas also discussed. Performance evaluation of independent directors was done by the entireBoard excluding the independent director being evaluated.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees forattending meetings of Board/Committee of the Company.

Independent Directors are familiarized with their roles rights and responsibilities inthe Company through induction programmes at the time of their appointment as Directors andthrough presentations made to them from time to time. The details of familiarizationprogrammes conducted have been hosted on the website of the Company and can be accessed atww.hitkitglobal.com

b. Key Managerial Personnel:

i. Appointment:

There were no Appointments throughout the Year 2019-20.

ii. Resignation:

Mrs. Ishita Shah Company Secretary of the Company on account of his professionalcommitments has tendered her resignation with effect from 03th August2019.

The Board places on record its appreciation for the invaluable services rendered byMrs. Ishita Shah to the Board and Company during his tenure as Company Secretary andCompliance Officer of the Company

17. Material changes and commitments affecting the financial position of the Company

During the financial year 2019-20 there was no any significant material change orcommitment affecting the financial position of the Company.

18. Directors' Responsibility Statement

Pursuant to Section 134(3) (C) of the Companies Act 2013 Directors confirm that -

a. in the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards had been followed along with properexplanation 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 as at March 31 2020 and of the profitand 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.

e. the directors had laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively.

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

19. Audit Committee

The Audit Committee of the Board pursuant to Section 177(2) of the Companies Act 2013and Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014 consist ofThree Directors and all are Independent Directors and constitutes majority.

20. Nomination and Remuneration Committee

The Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and recommendto the Board of a policy relating to the remuneration for the directors key managerialpersonnel and other employees has been attached as Annexure 4 to this report

21. Presentation of Financial Results

The financial results of the Company for the year ended 31st March 2020have been disclosed as per Schedule III to the Companies Act 2013.

22. Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo

As your company is not engaged in manufacturing activities the reporting requirementon these matters is not applicable and Foreign exchange earning & outgo during theyear is NIL

23. Secretarial Standard of ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1)and General Meetings(SS-2) came into effect from 1 July 2015. The Company is in compliance with the same.

24. Risk Management Policy:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors.

25. Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

26. Board Evaluation

i. Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) 2015 theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nominationand Remuneration Stakeholders Relationship Committees.

ii. The performance of the Board was evaluated by the Board after seeking feedback fromall the Directors on the basis of the parameters/criteria such as degree of fulfillmentof key responsibility by the Board Board Structures and Composition establishment anddelineation of responsibilities to the Committees effectiveness of Board processesinformation and functioning Board culture and dynamics and quality of relationshipbetween the Board and the Management.

iii. The performance of the committees viz. Audit Committee Nomination andRemuneration Committee Corporate Social Responsibility and Stakeholders RelationshipCommittee was evaluated by the Board after seeking feedback from Committee members on thebasis of parameters/criteria such as degree of fulfillment of key responsibilitiesadequacy of committee composition effectiveness of meetings committee dynamics andquality of relationship of the committee with the Board and the Management.

iv. The Board and the Nomination and Remuneration Committee reviewed the performance ofthe individual Directors on the basis of self- assessment questionnaire andfeedback/inputs from other Directors (without the concerned director being present).

v. In a separate meeting of Independent Directors the performance of Non IndependentDirectors of the Board as a whole and the performance of the Chairman were evaluated.

27. Policies of the Company

Your Company has posted the following documents on its website ww.hitkitglobaI.com.

i. Code of Conduct and Ethics

ii. Whistle Blower Policy (Vigil Mechanism)

iii. Related Party Transaction Policy

iv. Familiarization Programme for the benefit of the Independent Directors

v. Nomination and Remuneration Policy

vi. Policy for determining materiality of events

vii. Policy for determining "material subsidiary" of the company

28. Significant and Material Orders Passed by Regulators or Courts or Tribunals:

During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.

29. Auditors of the Company

a. Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act 2013 at 30th AnnualGeneral Meeting held on 29th September 2018 the Members approved appointment of M/s. B.M.Gattani & Co. Chartered Accountants (FRN:-113536W) as Statutory Auditors of theCompany to hold office until the conclusion of the 35th Annual General Meeting

There are no qualifications reservations or adverse remarks made by the statutoryauditors in their audit reports on the financial statements for the year ended March 312020.

b. Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed M/s. Monika Thanvi & Associates (membershipnumber: 31494) Practicing Company Secretary to undertake the secretarial audit of theCompany. Secretarial Audit Report for the year 2019-20 given by Mrs. Monika Thanvi in theprescribed form MR-3 as ANNEXURE-1to this Report.

There are qualifications reservations or adverse remarks or disclaimers made by M/s.Monika Thanvi & Associates Company Secretary in Practice in secretarial audit reportand compliance report are replied below:

Observation Reply by management
Mr. Arvind B Sharma Independent Director of the Company has not complied with Rule 12A of Companies(Appointment and Qualification of Directors) Amendment Rules 2018 and his DIN stands deactivated due to non filing of web KYC w.e.f. 30.9.2019. Due to his old age and health issues he was intending to resign the Company and thereafter resigned w. e.f. 31.08.2020
• Regarding Lease Agreement for Monsoon Lake is The Monsoon Lake was
yet to be registered with Sub Registrar of Assurances in terms of the Registration Act 1908 and Transfer of Property act 1882. scheduled for commencement of operations in the forthcoming monsoon season beginning from June 2020 but due to outbreak of pandemic COVID 19 in the month of March 2020 the Trial Run of the Monsoon Lake was not feasible under the lockdown restrictions. Consequently as per the Term Sheet the Company has charged penal interest @ 20%p.afor the delay and earned Other Income of Rs. 17.99 Lakhs.
• The Company has missed to file information of change in directorate on BSE within 24 hours of happening of material information in terms of LODR 30 for appointment of Premlata Purohit as Designated Non Executive Chairman of the Company w.e.f. 1.04.2019. Inadvertent Delay
• Company has delayed in filing Shareholding pattern under LODR 31 Statement of Investor complaints under LODR 13(3) Compliance certificate under LODR 7(3) and Certificate under LODR 40(9) for Quarter and half year ended 31.03.2020 respectively. Due to Covid-19 Pandemic and non availability of staff Company made inadvertent delays in filing.
• The Company has delayed in filing Regulation 76 under SEBI (Depositories and participants) Regulations 2018.
• The Company has delayed in publishing of Advertisement in newspaper for the notice of AGM to be held on 28.09.2019 and Board meetings dated 13.08.19 11.11.2019 and 13.02.2020 for approval of quarterly acounts and were not published simultaneously with the intimation made to the exchange as per LODR 47(3). Inadvertent delay
• The Company has made delay in System Driven Disclosures to the depositories as per circular SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated May 28 2018.

c. Internal Auditor

Pursuant to Section 138 of Companies Act 2019 and on the recommendation of AuditCommittee the Board of Directors in its meeting held on 30th March2019appointed M/s. Motilal & Associates Chartered Accountants as Internal Auditor of theCompany for conducting internal audit for the year 2019-20 and lay down report in meetingof Audit Committee and Board of Directors at such interval as committee or Board deems fitas the case may be.

26. Details in respect of frauds reported by auditors under section 143(12):

During the year under review there were no incidents of frauds reported by theauditors to the Audit Committee or the Board under section 143 (12) of the Companies Act2013.

27. Extract of Annual Return

The Extract of Annual Return in Form MGT-9 pursuant to Section 92( 3) of the CompaniesAct 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014 isattached as ANNEXURE-1 to this Report.

28. Corporate Governance Report

Clause 49 of the erstwhile Listing agreement and Regulations 17 to 27 and Clauses (b)to (i) of sub regulation (2) of regulation 46 and paras C D and E of Schedule V of theSEBI (LODR) Regulations 2015 are not applicable to the Company as the paid up ShareCapital of the Company is less than 10 Crores and its Net Worth does not exceed 25 Croresas on 31st March 2020. Hence the Corporate Governance Report is not included in thisReport.

29. Prevention of Sexual Harassment of Women at Workplace:

The Company has in place the "Policy on Prevention of Sexual Harassment at theWorkplace" in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year under reviewno complaints were received by the Committee for Redressal.

30. Management's Discussion and Analysis Statement

The Management Discussion and Analysis for the year 2019-20 as required under SEBI(LODR) Regulations 2015 are given in separate section forming part of the Annual Report.

31. Statutory Disclosures

Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(1) rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as "ANNEXURE 3" to thisReport.

Remuneration paid to all the employees including key managerial personal are paid asper the remuneration policy formulated by the company and approved by the Board.

32. Green Initiatives

In commitment to keep in line with the Green Initiative and going beyond it to createnew green initiatives electronic copy of the notice of 32 nd Annual GeneralMeeting of the Company are sent to all members whose email addresses are registered withthe Company/Depository Participant(s). For members who have not registered their emailaddresses physical copies are sent through the permitted mode.

33. Cautionary Statement

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supply inputcosts availability changes in government regulations tax laws economic developmentswithin the country and other factors such as litigation and industrial relations.

34. Acknowledgements

The Board of directors' places on record its sincere appreciation for the dedicatedefforts put in by all employees their commitment and contribution at all levels in mostdifficult and challenging environment during the year. Your Directors would like to recordtheir sincere appreciation for the support and co-operation that your Company receivedfrom business associate and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for thevaluable co-operation and support received from the Registrar of Companies MaharashtraRegional Director Western Region Ministry of Company Affairs Stakeholders Company'sbankers financial institutions Regulatory Authorities Stock Exchanges and shareholdersat large and look forward to the same in greater measure in the coming year.

Place: Mumbai Date: August312020 On behalf of the Board For Hit Kit Global Solutions Limited
sd/- sd/- Kamal Agrawal Premlata Purohit Managing Director Non -Executive Chairman

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