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Hit Kit Global Solutions Ltd.

BSE: 532359 Sector: Others
NSE: N.A. ISIN Code: INE309B01023
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NSE 05:30 | 01 Jan Hit Kit Global Solutions Ltd
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Mkt Cap.(Rs cr) 1
Buy Price 0.23
Buy Qty 1900.00
Sell Price 0.26
Sell Qty 1000.00
OPEN 0.23
CLOSE 0.23
VOLUME 100
52-Week high 0.27
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.23
Buy Qty 1900.00
Sell Price 0.26
Sell Qty 1000.00

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 30th Annual Report of the Companyalong with Audited Accounts for the financial year ended March 31st 2018.

Financial Performance

The salient features of the Company's financial performance for the year under revieware as follows:

Particulars

(Rs. In Lakhs)

31.03.2018 31.03.2017
Gross Revenue 19.94 33.34
Operating Profit before Interest Depreciation and Amortization and Tax (4.28) 1.24
Interest - -
Depreciation 0.15 0.11
Profit before tax (PBT) (4.43) 1.13
Provision for Taxation (0.07) 0.35
Profit after tax (PAT) (4.49) 0.78

Performance of the Company

During the year under the review the Company has recorded gross revenue of Rs. 19.94lakhs as against Rs. 33.34 lakhs in the previous year. After offsetting the expenses thecompany made a Loss after tax of Rs.4.49 lakhs against Profit of Rs. 0.78 lakhs in theprevious year.

The Earning per Share (EPS) for the year was Rs. (0.00) as against Rs. 0.00 forprevious year.

Indian Accounting Standards (Ind As)

These financial statements comply in all material aspects with Indian AccountingStandards {Ind AS) notified under section 133 of the Companies Act 2013 (the Act)[Companies {Indian Accounting Standards) Rules 2015] and other relevant provisions of theAct.

The financial statements up to year ended 31 March 2017 were prepared in accordancewith the Accounting Standards notified under Companies (Accounting Standard) Rules 2006(as amended) and other relevant provisions of the Act.

These financial statements are the first financial statements of the Company under IndAS. Refer note 19.3 (c) for an explanation of how the transition from previous GAAP to IndAS has affected the Company's financial position financial performance and cash flows.

Dividend

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

Transfer to Reserves

The Company proposes to transfer Rs. NIL (P.Y. NIL) to the General Reserve out of theamount available for appropriations and an amount of Rs.45.06 Lakhs (P.Y. 49.55 Lakhs) isproposed to be retained in the Profit and Loss Account.

Changes in Share Capital

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

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014.

Subsidiaries:

The Company has no Holding or Subsidiary Or Associates Company as on 31stMarch 2018.

Joint Venture:

During the year The Company has formalized the Joint Venture by execution of the JointVenture Deed on this 15th day of September 2017 having formed into a Joint Venture(A.O.P.) to be known in the name of 'ENGINEERS INDIA ASSOCIATES' for the construction anddevelopment of resort project near Lonavala 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 "AnnexureI".

Retail Business

During the year your Company focused mainly its agri-business value chain. In thisobjective your company has carried out retailing of vegetables to the small vendors at theAPMC market which the company is sourcing directly from the wholesaler at the APMCMarket.

Your company provides its customers with good quality produce that has better shelflife and more consistent quality in keeping the best interest of the consumers. The visionof the company is to generate inclusive growth and prosperity for farmers vendorpartners small shopkeepers and consumers.

As a marketing strategy the Company has established the vegetable supply chain fromvegetable market to vegetable vendors in the forthcoming financial year.

Disclosures Under Section 134(3)(I) Of The Companies Act 2013

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

Adequacy of Internal Financial Controls

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

Adequacy of Internal Financial Controls

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.

Related Party Transactions

There was no related party transactions (RPTs) entered into by the Company during t hefinancial year which attracted the provisions of section 188 of Companies Act 2013.

There being no ‘material' related party transactions as defined under SEBI (LODR)Regulation 2015 there are no details to be disclosed in Form AOC -2 in that regard.

During the year 2017-18 pursuant to section 177 of the Companies Act 2013 and SEBI(LODR) Regulation 2015 all RPTs were placed before Audit Committee for its prior/omnibusapproval.

The policy on RPTs as approved by Board is uploaded on the Company' s websitewww.hitkitglobal.com.

Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

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.

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.

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.

Matters Related To Directors and Key Managerial Personnel

Directors and Key Managerial Personnel

During the year under review following changes took place in the compo sition of theBoard of Directors of the Company.

Appointment / Change in Designation of Director

During the year under review Mr. Pavan Kale and Mrs. Kiran Nagpal w ere resigned as aNon Executive Directors of the Company w.e.f. 14th February 2018.

KEY MANAGERIAL PERSONNEL:

Appointment

During the year Ms. Kirti Airen appointed as Company Secretary and Compliance Officerof the Company w.e.f. 28th March 2018.

Resignation

Mr. Rajkumar Kumawat resigned as Company Secretary and Compliance Officer of theCompany w.e.f. 15th March 2018

Declaration by Independent Directors

The Independent directors have submitted the Declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).

Disclosures Related To Board Committees and Policies Board Meetings

The Board of Directors met 5 times during the financial year ended March 31 2018 inaccordance with the provisions of the Companies Act 2013 and rules made there under.

All the Directors actively participated in the meetings and provided their valuableinputs on the matters brought before the Board of Directors from time to time.Additionally on March 28 2018 the Independent Directors held a separate meeting incompliance with the requirements of Schedule IV of the Companies Act 2013 and theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Policies of the Company:

Your Company has posted the following documents on its website www.hitkitglobal.com.

1. Code of Conduct and Ethics

2. Whistle Blower Policy (Vigil Mechanism)

3. Related Party Transaction Policy

4. Familiarisation Programme for the benefit of the Independent Directors

5. Nomination and Remuneration Policy

6. Policy for determining materiality of events

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

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 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 end ofthe Profit 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.

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 a policy relating to the remuneration for the directors key managerialpersonnel and other employees has been attached as ANNEXURE-IV to this report.

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.

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.

Auditors

Statutory Auditor

The Board of Directors of the Company in its meeting held on August 13 2018 appointedM/s. B.M. Gattani & Co. Chartered Accountants (FRN:-113536W) as Statutory Auditorsto fill the casual vacancy caused due to resignation of the existing auditors Price M/s.G.R. Modi & Co. Chartered Accountants(FRN:- 112617W). The appointment M/s. B.M.Gattani & Co Chartered Accountants has been put forth before the members at the forthcoming Annual General Meeting for their approval.

Pursuant to the provisions of section 139 142 of the Companies Act 2013 and theRules made thereunder the current auditors of the Company M/s. B.M. Gattani & Co.Chartered Accountants (FRN:-113536W) were appointed by the members at the 30thAnnual General Meeting to hold office until the conclusion of the 35th Annual GeneralMeeting subject to ratification by members at e ach Annual General Meeting. In terms ofprovisions of section 139 of the Companies Act 2013 M/s. B.M. Gattani & Co CharteredAccountants have furnished a certificate that their appointment if made will be withinthe limits prescribed under the said se ction of the Act. As required under Regulation 33of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Statutory Auditors have also confirmed that they holda valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

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 312018.

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 2017-18 given by Mrs. Monika Thanvi in theprescribed form MR-3 as ANNEXTURE-III to this Report. The Secretarial Audit Reportfor the year under review does not contain any qualification reservat ion or adverseremark or disclaimer made by the secretarial auditor.

Internal Auditor

Internal Audit for the year ended March 31 2018 was done by M/s. R. Thanvi & CoChartered Accountants and Internal Audit report for every quarter was placed before theAudit Committee. Further Board of Directors of the Company has appointed M/s. Motilal& Associates as an Internal Auditors of the company for the F.Y 2018 -19.

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-II to this Report.

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.

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.

Ratio of the Remuneration of Each Director to the Median Employee's Remuneration:

(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2017-18 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company fo r the financialyear 2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP)against the performance of the Company are as under:

Sr. No. Name of Director / KMP and Designation Remuneration of Director /KMP for Financial Year 2017-18 % increase in remuneration in the Financial Year 2017-18 Ratio of Remuneration to each Director/ to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1 Mr. Kamal Agrawal (Managing Director & Chief Executive Officer) * Nil Nil Nil
2 Mr. Amit Khandelwal ( Non Executive Chairman) Nil Nil Nil Profit / (Loss) Before Tax decreased by 490 % and
3 Mr. Arvind Sharma (Non-Executive Independent Director) Nil Nil Nil Profit / (Loss) After Tax decreased by
4 Mr. Pavan Kale* (Non-Executive Independent Director) Nil Nil Nil 672% in Financial Year 2017-18
5 Mrs. Kiran Nagpal* (Non-Executive Director) Nil Nil Nil
6 Mr. Rajesh Mavani (Chief Finance Officer) 162500 Nil Nil
Mr. Rajkumar 240000 Nil Nil
7 Kumawat** (Company Secretary & Compliance Officer) Ms. Kirti Airen *** NIL NIL NIL
8 (Company Secretary & Compliance Officer)

* Mr. Pavan Kale & Mrs. Kiran Nagpal resigned w.e.f. 14thFebruary 2018

** Mr. Rajkumar Kumawat was resigned as CS &CO on 15th March 2018.

*** Ms. Kirti Airen was appointed as Company Secretary & Compliance Officer on 28thMarch 2018.

ii) The median remuneration of employees of the Company during the financial year wasRs. 7.00 Lakhs.

iii) In the financial year there was an increase of 10.41% in the median remunerationof employees;

iv) There were 5 permanent employees on the rolls of Company as on March 31 201 8;

v) Relationship between average increase in remuneration and company performan ce:- TheProfit / (Loss) before Tax for the financial year ended March 31 201 decreased by 490%whereas the increase in median remuneration was 10.41% . The average increase in medianremuneration was in line with the performance of the Company.

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company: The total remuneration of Key Managerial Personnel Rs. 4.03Lakhs in 2017-18 against Rs. 3.11 Lakhs in 2016-17 whereas the Profit/(Loss) before Taxdecreased by 490% to 4.49 Lakhs in 2017-18 (Profit of Rs. 1.13 Lakhs in 2016-17).

vii) a) Variations in the market capitalization of the Company : The marketcapitalisation as on March 31 2018 was Rs. 129.50 Lakhs (Rs. 118.40 Lakhs as on March 312017). b) Price Earnings ratio of the Company was (24) as at March 31 2018 and was (32)as at March 31 2017.

vii) Average percentage increased made in the salaries of employees other than themanagerial personnel in the last 3 Financial year i.e. 201 7-18 was NIL% whereas Noincrease or decrease in the managerial remuneration for the same 3 financial year.

viii) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other Employees.

ix) 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 Not Applicable; and

x) It is hereby confirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Annual Evaluation of Performance of Board:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual Directors. The Board has carried out anevaluation of its performance after taking into consideration various performance relatedaspects of the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties remuneration obligations and governance.The performance evaluation of the Board as a whole and Chairman and the Non-independentDirectors was also carried out by the Independent Directors at their meeting held on 31stMarch 2018.

Similarly the performance of various committees individual independent and Nonindependent Directors was evaluated by the entire Board of Directors (excluding theDirector being evaluated) on various parameters like engagement analysis decisionmaking communication and interest of Stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual Directors.

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

Company had received a letter dated August 07 2017 from Bombay Stock Exchangeinforming that the Company was declared as Shell Company as per MCA letter dated June 092017 vide No- F No. 03/73/2017-CL-II. The Company had filed its Representation to BSE onAugust 10 2017 and filed an Appeal to Securities Appellate Tribunal (SAT) Mumbai onAugust 17 2017 and SAT had given its directions to SEBI to dispose of the Representationmade by the company as expeditiously as possible and in any event within a period of threeweeks from August 17 2017.

SEBI had passed the Interim Order on September 07 2017 as mentioned below:-

i. The trading in securities of HKGSL shall be reverted to the status as it stood priorto issuance of letter dated August 7 2017 by SEBI.

ii. Stock Exchange shall appoint an independent auditor to conduct forensic audit ofthe financials of HKGSL to establish their genuineness.

iii. The limitation on the transfer of shares held by the Promoters and Directors asmentioned in para 1(b) of SEBI's letter dated August 07 2017 is removed.

iv. The other actions envisaged in SEBI's letter dated August 07 20 17 in para 1 (d)as may be applicable and the consequential action taken by Stock Exchanges shall continueto have effect against HKGSL.

The Company was advised to file its reply/objections to this interim order if anywithin 21 days vide Interim Order dated September 07 2017. Accordingly company had filedits reply/objections to SEBI. Thereafter SEBI passed an order on May 21 2018 confirmingthe directions issued vide Interim Order dated September 07 2017.

Presentation of Financial Results

The financial results of the Company for the year ended 31st March 20118have been disclosed as per Schedule III to the Companies Act 2013.

Corporate Governance Report

A Certificate from Statutory Auditors Regarding Compliance of the conditions ofCorporate Governance as per the requirement of SEBI (LODR) Regulations 2015 is annexed tothe report on Corporate Governance.

The Board of Directors support the concept of Corporate Governance and having regard totransparency accountability and rationale behind the decisions have made properdisclosures separately under the heading "Corporate Governance".

Listing

The Securities of your Company are listed with the BSE Limited and Ahmadabad StockExchange limited and pursuant to Regulation 14 of the SEBI (LODR) Regulation 2015 and asper listing requirement of the Stock Exchanges the Annual Listing fees for the year2017-18 have been paid.

Management's Discussion and Analysis Statement

The Management Discussion and Analysis for the year 2017-18 as required under SEBI(LODR) Regulations 2015 are given in separate section forming part of the Annual Report.

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 Compa ny 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 years.

On behalf of the Board
For Hit Kit Global Solutions Limited
Sd/-
Kamal Agrawal
Managing Director
DIN No: 07646000
Amit Khandelwal
Non Executive Chairman
Mumbai 13th August 2018 DIN No: 03049635