To The Members
Hit Kit Global Solutions Limited
Yours Company's Directors are pleased to present 31st Annual Report of the Companyalong with Audited Accounts for the financial year ended March 31st 2019.
1. Financial Performance
a) The salient features of the Company's financial performance for the year underreview are as follows:
|Particulars || |
(Rs. In Lakhs)
| ||31.03.2019 ||31.03.2018 |
|Gross Revenue ||31.64 ||19.94 |
|Operating Profit before Interest Depreciation and Amortization and Tax ||0.25 ||(4.28) |
|Interest ||- ||- |
|Depreciation ||0.18 ||0.15 |
|Profit before tax (PBT) ||0.06 ||(4.43) |
|Provision for Taxation ||- ||(0.07) |
|Profit after tax (PAT) ||0.06 ||(4.49) |
b) Operations & Performance of the Company
During the year under the review the Company has recorded gross revenue of Rs. 31.64lakhs as against Rs. 19.94 lakhs in the previous year. After offsetting the expenses thecompany made a profit after tax of Rs.0.06 against Loss of Rs. 4.49 lakhs in the previousyear.
The Earning per Share (EPS) for the year was Rs. (0.00) as against Rs. 0.00 forprevious year.
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.
d) 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.
e) Related Party Transactions:
Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in theform 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' swebsitehttps://www.hitkitglobal.com/img/pdf/Related%20Party.pdf
In view of above All Related Party Transactions (RPTs) which were entered into duringthe Financial Year 2018-19 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 andwere also not material RPTs under regulation 23 of the SEBI Listing Regulations 2015.During the year 2018-19 as required under section 177 of the Companies Act 2013 andregulation 23 of the SEBI Listing Regulations 2015 all RPTs were placed before the AuditCommittee 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 partiesduring the period under review which may have had any potential conflict with theinterests of the Company. Accordingly the disclosure of Related Party Transactions asrequired under Section 134 (3) (h) of the Companies Act 2013 in Form AOC-2is notapplicable.
In order to conserve resources for future growth your Directors do not recommend anydividend for the year 2018-19
5. Transfer to Reserves
The Board of Directors has not appropriated and transferred any amount to anyReserve and has decided to retain the entire amount in profit and Loss account.
6. 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).
7. Changes in Share Capital
During the year Company has not made any allotment of Equity or preference Shares.
8. 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.
9. 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.
10. 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.
11. 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.
12. Report on performance of Subsidiaries Associates and Joint Venture Companies:
The Company has no Holding or Subsidiary Or Associates Company as on 31st March 2019.
b. Joint Venture:
The Company has a Joint Venture (A.O.P.) to be known in the name of 'ENGINEERS INDIAASSOCIATES' for the construction and development 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 "Annexure2".
13. 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.
14. Matters Related To Directors and Key Managerial Personnel
a. Board of Directors
During the year 2018-19 Board of Directors met Six Times viz. on 25thMay 2018; 13th August 2018; 13th November 2018; 21stNovember 2018; 14th February 2019; 30th March 2019. Theintervening gap between any two Meetings was within the period prescribed by the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.
Mrs. Premlata Purohit and Mr. Gopal Vyas has been appointed as the additionalDirectors with effect from 13th November 2019. The appointment is for a periodof 5 years subject to approval of Shareholders which is being included in the notice ofthe Annual General Meeting.
Mr. Amit Khandelwal an Independent Director of the Company on account of hisprofessional commitments has tendered his resignation with effect from 30thMarch 2019.
The Board places on record its appreciation for the invaluable services rendered by MrAmit Khandelwal to the Board and Company during his tenure as member of theBoard/Committees of the Board
Mr. Arvind Bansilal Sharma (DIN: 03580605) was appointed as IndependentDirectors of the Company by the members at the Annual General Meeting of the Company heldon 30th September2014 for a period of five consecutive years up to the conclusion of 31stAnnual General Meeting of the Company to be held in calendar year 2019. He will be Re-appointed in upcoming 36th AGM for second term of 5 Years. Necessary Resolution forre-appointment of Mr. Arvind Bansilal sharma (DIN: 03580605) as an Independent Directorof the Company is included in the Notice of Annual General Meeting for seeking approval ofmembers.
The Company has received declarations from all the Independent Directors of the Companycon rming 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 at whichthe performance of the Board its Committees and individual directors was also discussed.Performance evaluation of independent directors was done by the entire Board excludingthe 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 atwww.hitkitglobal.com
b. Key Managerial Personnel
On the recommendation of Nomination and Remuneration Committee Mrs. IshitaRushabh Sanghavi as a Company Secretary (KMP) of the Company with effect from 21stNovember 2018 pursuant to Section 203 of Companies Act 2013 and Regulation 6 of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.
On the recommendation of Nomination and Remuneration Committee Mr. Jeetendra PChanda as a Chief Financial Officer (KMP) of the Company with effect from 30th March 2019pursuant to Section 203 of Companies Act 2013 and Regulation 6 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.
During the year Ms. Kirti Airen tendered her resignation on 21stJune 2018 from the post of Company Secretary and Compliance Officer of the Company.
During the year Mr. Rajesh Mavani tendered his resignation on 31stJanuary 2019 from the post of Chief Financial Officer of the Company.
15. Material changes and commitments affecting the financial position of the Company
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.
16. 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 2019 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 2019 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.
17. 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.
18. 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
19. Presentation of Financial Results
The financial results of the Company for the year ended 31 st March 2019 have beendisclosed as per Schedule III to the Companies Act 2013.
20. 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
21. Secretarial Standard of ICSI
Pursuant to the approval given on 10 April 2015 by the Central Government to theSecretarial Standards specified bythe 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.
22. 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.
23. 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.
24. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) 2015 the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration Stakeholders Relationship Committees.
The performance of the Board was evaluated by the Board after seeking feedback from allthe Directors on the basis of the parameters/criteria such as degree of ful llment ofkey 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.
The performance of the committees viz. Audit Committee Nomination and RemunerationCommittee Corporate Social Responsibility and Stakeholders Relationship Committee wasevaluated by the Board after seeking feedback from Committee members on the basis ofparameters/criteria such as degree of ful llment of key responsibilities adequacy ofcommittee composition effectiveness of meetings committee dynamics and quality ofrelationship of the committee with the Board and the Management.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of self- assessment questionnaire and feedback/inputsfrom other Directors (without the concerned director being present).
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.
25. Policies of the Company
Your Company has posted the following documents on its website www.hitkitglobal.com.
a) Code of Conduct and Ethics
b) Whistle Blower Policy (Vigil Mechanism)
c) Related Party Transaction Policy
d) Familiarisation Programme for the benefit of the Independent Directors e) Nominationand Remuneration Policy
f) Policy for determining materiality of events
g) Policy for determining "material subsidiary" of the company.
26. Significant and Material Orders Passed by Regulators or Courts or Tribunals:
The company received the order from SEBI dated May 212018 confirming the followingdirections:
a) 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.
b) Stock Exchange shall appoint an independent auditor to conduct forensic audit of thefinancials of HKGSL to establish their genuineness.
c) 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.
d) The other actions envisaged in SEBI's letter dated August 07 2017 in para 1 (d) asmay be applicable and the consequential action taken by Stock Exchanges shall continue tohave effect against HKGSL.
During the year forensic auditor were appointed by the SEBI and all the requireddocuments were submitted by the company. No further order received by the company fromSEBI till date
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.
27. Auditors of the Company
a. Statutory Auditor
i. Pursuant to the provisions of Section 139 of the Companies Act 2013 at 30th AnnualGeneral Meeting held on 29th September 2018 the Members approved appointed 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
ii. 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 312019.
b. Secretarial Auditor
i. 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 2018-19 given by Mrs. Monika Thanvi in theprescribed form MR-3 as "ANNEXURE-1"to this Report.
ii. The Management reply for the observation raised by the Secretarial Auditor is asunder:
|Observation ||Reply |
|The Composition of Nomination and Remuneration Committee was not as per Section 178 of Companies Act 2019 till September Quarter. However Company has complied with the said provisions by reconstituting the same with effect from the conclusion of board meeting dated 13.11.2018. The Company is exempted from Regulation 19 of (Listing Obligation and disclosure Requirements) Regulations 2015 ||Company was finding for the suitable candidate and thereafter appointed Mr. Gopal Vyas and Mrs. Premlata Purohit w.e.f.13.11.2018 and complied with same. |
| ||Your Company is exempted from Regulation 17 to Regulation 27 of LODR being its paidup Share Capital less then 10 crore and Net worth less then 25 crore as per clause 2 of Regulation 15 of LODR. |
|The Company has appointed woman director w.e.f. 13.11.2018 on the board in compliance with SEBI LODR Regulation 17 and section 149 read with Rule 3 of Companies (appointment and Qualification of Directors) Rules 2014 of Companies act 2013. ||Company was unable to find suitable candidate for the same and thereafter appointed Mrs. Premlata purohit and complied with the same as per Companies Act 2013. |
| ||Your Company is exempted from Regulation 17 to Regulation 27 of LODR being its paid up Share Capital less then 10 crore and Net worth less then 25 crore as per clause 2 of Regulation 15 of LODR. |
|The Company has not complied with the provisions of Section 117(3) of Companies Amendment Act 2017 with regard to delay in filing of MGT 14 for the resolutions passed under section 179(3) of the act in Board Meeting dated 25.5.2018 and 13.08.2018. ||Company has inadvertently missed the filing of the mentioned E-forms with ROC and thereafter filed the same at later date. |
|Mr. Amit Khandelwal Non executive Chairman and Independent Director of the Company has not complied with Rule 12A of Companies(Appointment and Qualification of Directors) Amendment Rules 2018 and there after resigned we.f. 30.3.2019. ||Due to his pre occupancy with other assignments Mr. Amit Khandelwal was intending to resign the Company and thereafter resigned w.e.f.30.3.2019. |
|Lease and Licence agreement being provided by the Company with M/s Aambey Valley Mountains Private Limited regarding Lease of Monsoon Lake and Water sports dated 27th October 2018 was not registered and since operations of Monsoon Lake have not commenced as on 31.3.2109 the Company will execute the final Registered Lease Deed by paying appropriate stamp duty for the same on commencement of operations of the Monsoon Lake in the FY 2019-20 and shall be registered with Sub Registrar of Assurances in terms of the Registration Act 1908 and Transfer of Property act 1882. ||Company will execute the final Registered Lease Deed by paying appropriate stamp duty for the same on commencement of operations of the Monsoon Lake in the FY 2019-20. |
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 14th August 2018appointed M/s. Motilal & Associates Chartered Accountants as Internal Auditor of theCompany for conducting internal audit and lay down report in meeting of Audit Committeeand Board of Directors at such interval as committee or Board deems fit as the case maybe.
28. 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.
29. 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-5 to this Report.
30. Corporate Governance Report
Corporate Governance Report together with a certificate from Statutory AuditorsRegarding Compliance of the conditions of Corporate Governance as per the requirement ofSEBI (LODR) Regulations 2015 is annexed to the 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".
31. 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.
32. Management's Discussion and Analysis Statement
The Management Discussion and Analysis for the year 2018-19 as required under SEBI(LODR) Regulations 2015 are given in separate section forming part of the Annual Report.
33. Statutory Disclosures
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given as an Annexure to this Report.
34. 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 31st 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.
35. 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 could inuence the Company's operations include global and domestic demand and supply input costsavailability changes in government regulations tax laws economic developments withinthe country and other factors such as litigation and industrial relations.
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 cooperation 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.
On behalf of the Board For Hit Kit Global Solutions Limited
| ||sd/- ||sd/- |
| ||Kamal Agrawal ||Premlata Purohit |
| ||Managing Director ||Non Executive Chairman |
|Place: Mumbai || || |
|Date: August 13 2019. || || |