| 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
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