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Hit Kit Global Solutions Ltd.

BSE: 532359 | NSE: | Series: | ISIN: INE309B01023 | SECTOR: Computers - Software Medium & Small

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Annual Report

For Year :
2014 2013 2012 2011 2010 2009 2008 2000

Director’s Report

To The Members, The Company''s Directors are pleased to present 26th Annual Report of the Company, along with Audited Accounts, for the financial year ended March 31st, 2014. Financial Performance The salient features of the Company''s financial performance for the year under review are as follows: Particulars (Rs. In Lakhs) 31.03.2014 31.03.2013 Gross Revenue 46.20 56.33 Operating Profit before interest, Depreciation and (2.47) 3.18 Tax Interest 0.47 2.04 Depreciation 0.49 4.95 Profit / (Loss) before tax (PBT) (3.43) (3.81) Provision for Taxation 0.16 (1.17) Profit / (Loss) after tax (PAT) (3.59) (2.64) Profit brought forward 55.47 58.10 Profit available for appropriation 51.88 55.46 APPROPRIATIONS General Reserves NIL NIL Surplus carried to Balance Sheet 51.88 55.46 Performance of the Company During the year under the review, the Company has recorded gross revenue of Rs. 46.20 lakhs as against Rs. 56.33 lakhs in the previous year. After offsetting the expenses the company made a Loss after tax of Rs.3.59 lakhs against Rs. 2.64 lakhs in the previous year. The Earning per Share (EPS) for the year was Rs. (0.02) as against Rs. (0.02) for previous year. Dividend In order to conserve resources for future growth, your Directors do not recommend any dividend for the year. Transfer to Reserves The Company proposes to transfer Rs. NIL (P.Y. NIL) to the General Reserve out of the amount available for appropriations and an amount of Rs.51.88 Lakhs (P.Y. 55.46 Lakhs) is proposed 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. Retail Business During the year, your Company focused mainly its agri-business value chain. In this objective your company has carried out marketing of vegetables in the vegetable market, which the company has sourced directly from the farmers. Your company provides its customers with good quality produce that has better shelf life and more consistent quality in keeping the best interest of the consumers. The vision of the company is to generate inclusive growth and prosperity for farmers, vendor partners, small shopkeepers and consumers. Retail Software During the year, the company rendered E-Horoscope reports in regional languages to its customers through mobile counters. The company is on the verge of reducing the retailing of software. Shifting of Registered Office: During the year, Board have authorised one of the Director to identify a conveniently located premises for the Registered Office of the company keeping in view, the administrative convience and for efficient management of the Company. Board has given their consent to shift the Registered Office in the beginning of forthcoming Financial Year. Directors During the year, Mr. Anand Agarwal, stepped down as Managing Director of your Company w.e.f. 25th March, 2014. The Board places on record its deep sense of appreciation for the outstanding contribution made by Mr. Anand Agarwal as the Managing Director of the Company. During the year under review, Mr. Pavan S Kale was appointed as an Additional Director in the category of non-executive, independent director of the Company, in the meeting of the Board held on 21 March, 2014, to hold office upto the date of the ensuing Annual General Meeting (AGM) of the Company. Resolution for appointment of Mr. Pavan S Kale is put up for the approval of shareholders in the Notice of AGM. Pursuant to the provisions of the Companies Act, 2013 which have been enacted with effect from 1 April 2014, Mr. Pavan S Kale if appointed at the forthcoming AGM shall be an ''independent director'' under the said Act for a period of 5 years with effect from the date of the AGM. Details regarding Directors proposed to be appointed at the Annual General Meeting to be held on September 25, 2014, due to changes arising from the implementation of the Companies Act, 2013 are provided in the Explanatory statement of the Notice convening the Annual General Meeting. In light of the provisions of the Companies Act, 2013, the information as required to be disclosed under clause 49 of the listing agreement in case of re-appointment of independent director is provided in the Notice of the forthcoming annual general meeting. As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting. All independent directors will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-election. As required under the said Act and the Rules made thereunder, the same is now put up for approval of members at the ensuing annual general meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013. Pursuant to section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. The Board already has 100% of its directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement. The independent directors Mr. Amit Khandelwal & Mr. Arvind Sharma are retiring from directorship by rotation at the ensuing Annual General Meeting in terms of the provision of erstwhile Companies Act of 1956, and will be appointed / re-appointed for a term of 5 years and they are not liable to retire by rotation. The Board therefore, appointed the existing independent directors under clause 49 as ''independent directors'' pursuant to Companies Act, 2013, subject to approval of shareholders. The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6). With the appointment of independent directors, the conditions specified in the Act and the Rules made thereunder as also under new clause 49 of the listing agreement stand complied. Auditors The terms of office of M/s. Ajmera, Ajmera & Associates, Chartered Accountants, Statutory Auditor of the Company will expire with the conclusion of forthcoming Annual General Meeting of the Company. The Company has received necessary consent letter and the certificates from the Auditor regarding their eligibility under section 139 and section 141 of the Companies Act, 2013 for their appointment. Accordingly, the approval of the Shareholders for the appointment of M/s. Ajmera, Ajmera & Associates, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this AGM until the 29th AGM, subject to ratification by shareholders at each AGM to be held hereafter and to fix their remuneration for the year 2014-15. A resolution proposing appointment of M/s. Ajmera, Ajmera & Associates as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice. The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31, 2014 does not contain any qualification. Directors'' Responsibility Statement Pursuant to Section 217 (2AA) of the Companies Act 1956, the Board of Directors hereby states and confirms: i) That in the preparation of the Annual accounts for the financial year, the applicable accounting standards have been followed along with the proper explanations relating to material departures; ii) That the Company has selected accounting policies described in the notes to accounts, which has been consistently applied except where otherwise stated and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and of the Loss of the company for the year; iii) That they have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and iv) That the Annual Accounts have been prepared on the historical cost convention as a going concern basis and on accrual basis. Particulars of Employees During the year under review there was no employee employed in the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975. Listing The Securities of your Company are listed with the BSE Limited, Pune stock exchange Limited and Ahmedabad Stock Exchange limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2014-15 have been paid. The company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2014-15. Cash Flow Statement In conformity with the provisions of Clause 32 of the Listing Agreement and requirement of companies Act 1956, the Cash flow Statement for the year ended 31st March, 2014 is annexed hereto Green Initiatives Electronic copies of the Annual Report 2014 and notice of the 26th AGM are sent to all the members whose email address are registered with the Company /Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the notice of 26th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary. The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in Notice. The instructions for e-voting are provided in the Notice. Public Deposits The company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo As your company is not engaged in manufacturing activities, the reporting requirement on these matters is not applicable and Foreign exchange earning & outgo during the year is NIL. Corporate Governance Report A Certificate from Statutory Auditors Regarding Compliance of the conditions of corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is annexed to the report on Corporate Governance. The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading Corporate Governance. Management''s Discussion and Analysis Statement The Management Discussion and Analysis for the year 2013-14, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate section forming part of the Annual Report. Corporate Social Responsibility Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management''s commitment, work ethics and business processes at company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility. Company''s contribution to the community are in areas of health, education and free distribution of vegetables & fruits to the poor villagers. Acknowledgements The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associate and other strategic partners of the company. Your Directors wish to place on record their sincere appreciation and thanks for the valuable co- operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company''s bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at 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 Place : Mumbai Amit Khandelwal Date : 03.09.2014 Non Executive Chairman

Director’s Report