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Directors Report of Hit Kit Global Solutions Ltd.

Mar 31, 2014

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


Mar 31, 2012

The have pleasure in presenting herewith our Twenty fourth Annual Report together with the Audited Account of your Company for the Period Ended March 31st, 2012.

Financial Results

The salient features of the Company's financial results for the period under review are as follows:

Particulars (Rs. In Lakhs)

31.01.2012 31.01.2011

Income from Operations 88.18 82.61

Other Income NIL NIL

Total Income 88.18 82.61

Operating Profit before interest, Depreciation and 23.47 23.07

Tax

Interest 3.04 2.12

Depreciation 19.63 16.82

Profit before tax (PBT) 0.80 4.13

Provision for Taxation 1.99 1.00

Profit / (Loss) after tax (PAT) (1.19) 3.13

Profit brought forward 305.95 302.82

Profit available for appropriation 304.44 305.95

APPROPRIATIONS

General Reserves NIL 0.31

Surplus carried to Balance Sheet 304.44 305.64

Performance of the Company

During the period under the review, the Company has recorded gross revenue of Rs. 88.18 lakhs as against Rs. 82.61 lakhs in the previous year. After offsetting the expenses the company made a Loss of Rs.1.19 lakhs against Profit after tax of Rs. 3.13 lakhs in the previous year.

The Earning per Share (EPS) for the period was Rs. (0.01) as against Rs. 0.01 for previous year.

Dividend

In order to conserve resources for future growth, your Directors do not recommend any dividend for the period.

Transfer to Reserves

The Company proposes to transfer Rs. NIL (P.Y. 0.31 Lakhs) to the General Reserve out of the amount available for appropriations and an amount of Rs.304.44 Lakhs (P.Y. 305.64 Lakhs) is proposed to be retained in the Profit and Loss Account.

Changes in Share Capital

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

Change in Financial Year

Board of Directors at their meeting held on 09th December, 2011 accorded their consent to change the financial year of the company from 31st January to 31st March and accordingly the current financial year will be from 1st February, 2011 to 31st March, 2012.

Retail Business

During the period, 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 period, 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.

Deposits and Loans / Advances

Your company has not invited or renewed deposits from the public/shareholders in accordance with Section 58 A of the Companies Act, 1956.

Directors

As per the Articles of Association of the company, Mr. Amit G Khandelwal retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Profiles of these Directors, as required by Clause 49 of the Listing Agreements are given in the Section on "Corporate Governance".

Auditors

M/s. S. D. Chandak & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of ensuing Annual General Meeting. The directors recommend their re-appointment as the statutory auditors for the financial period 2011-12.

M/s. S. D. Chandak & Co., Chartered Accountants have confirmed their eligibility and willingness to accept office, if appointed.

Auditors Report

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration.

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 period, 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, 2012 and of the Loss of the company for the period;

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 period under review there was no employee employed in the financial period 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.

Employee Relations

The Board of Directors of the company places on record its sincere appreciation for the valuable and dedicated services rendered by all the employees of the company and acknowledges the contribution of all the employees to the Company's performance. During the period under review our employee relations continued to be cordial.

Listing

The Securities of your Company are listed with the Bombay Stock Exchange 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 2012-13 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 2012-13.

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 period ended 31st March, 2012 is annexed hereto

Fixed Deposits

The company has not accepted any public deposits and as such, 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 period 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 period 2011-12, 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 targe. 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 Directors thank the Company's employees, customers, vendors, farmer, suppliers, redistribution stockists, retailers, business partners, canteen stores department and others who are associated with the Company as its trading partners for their support to the Company. Your Company looks upon them as partners in its progress and shares with them the rewards of growth.

The Directors also thank to the Securities Exchange Board of India, Bombay Stock exchange Limited, Pune Stock Exchange Limited, Ahmedabad Stock Exchange Limited, NSDL, CDSL the Governments of India, State Governments in India and concerned Government Departments I Agencies for their co-operation are last but not the least the members of the Company.

On behalf of the Board

For Hit Kit Global Solutions Limited

Place : Mumbai Anand Agarwal

Date : 30.06.2012 Managing Director


Jan 31, 2010

The Directors have pleasure in presenting the Annual Report and the Audited Account for the Year ended 31st January, 2010.

Financial Results

The salient features of the Companys financial results for the year under review are as follows:

(Rs. In Lacs) Particulars 31.01.2010 31.01.2009

Net Sales/Income from Operations 131.96 535.66

Other Income NIL 3.16

Total Income 131.96 538.82

Operating Profit before interest, Depreciation and Tax 29.51 96.62

Interest 1.60 13.01

Depreciation 16.72 32.24

Profit before tax (PBT) 11.19 51.37

Provision for Taxation 1.34 10.95

Net profit for the Year 9.85 40.42

Profit brought forward 293.95 286.20

Profit available for appropriation 303.80 326.62

APPROPRIATIONS

General Reserves 0.98 32.66

Surplus carried to Balance Sheet 302.82 293.96



Performance of the Company

During the year under review, the income from operation was Rs. 131.96 lakhs as against Rs. 538,82 lakhs earned in the previous year. After offsetting the expenses the company earned a Net Profit of Rs. 9.85 lakhs against Rs. 40.42 lakhs achieved during the corresponding period of the previous year. The directors are optimistic about the future of the company. The Earning per Share (EPS) (based on weighted average number of shares) for the year was Rs. 0.03 as against Rs. 0.11 achieved during the corresponding period of 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 has transferred Rs. 0.98 Lakhs during the year (P.Y. Rs 32.66 Lakhs) to the General Reserve and have also retained an amount of Rs.302.82 Lakhs during the year (P.Y.293.96 Lakhs) in the Profit and Loss Account.

Retail Business

During the year, your Company focused its attention on building a strong & healthy relationship in the agri-business value chain. In this objective your company has commenced marketing of vegetables which the company sources directly from farmers. Your company provides its customers with high 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 concentrated it activities in Retail of E-Horoscope i.e. Om Astrosoft by implementing comprehensive quality policy to deliver results on time and within budget. The company started E-Horoscope reports in regional languages to its customers through counters, spread across the retail outlets. The astrology software application is very user-friendly, and even a trainee operator can generate the reports. Our main focus is on the customer demanded for various Astro services like complete horoscope, horoscope with remedies, Gem recommendation, Numerology, Marriage compatibility etc. The company also further developed its marketing of PS- Excise software by tieingup with Priti Software. Due to the recessionary trend, the sales of retail software for the last two quarters was on decline, resulting lower sales and profitability.

Deposits and Loans / Advances

Your company has not invited or renewed deposits from the public/shareholders in accordance with Section 58 A of the Companies Act, 1956.

Directors

As per the Articles of Association of the company, Mr. Amit Khandelwal retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Profiles of these Directors, as required by Clause 49 of the Listing Agreements are given in the Section on "Corporate Governance". During the year Mr Anupam Nadwana ceased to be director due to his resignation. The directors place on record their appreciation for the services provided by him to the company.

Auditors

M/s. Ritesh Burad & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of ensuing Annual General Meeting. The directors recommend their re-appointment as the statutory auditors for the financial year 2010-11. M/s. Ritesh Burad & Co, Chartered Accountants have confirmed their eligibility and willingness to accept office, if appointed.

Auditors Report

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration.

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 January, 2010 and of the profit 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.

Employee Relations

The Board of Directors of the company places on record its sincere appreciation for the valuable and dedicated services rendered by all the employees of the company and acknowledges the contribution of all the employees to the Companys performance. During the year under review our employee relations continued to be cordial.

Secretarial Compliance Report

As a reflection of your Companys commitment to transparency, the Board is pleased to enclose the

Secretarial Compliance Report for the financial year 2009-10 as a part of this Directors Report.

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 and Managements Discussion and Analysis Statement A report on Corporate Governance is attached to this Report as also a Management Discussion and analysis statement.

Appreciation and Acknowledgements

Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry. The Board place on record their appreciation for the support and co-operation your Company has been receiving from its farmer, suppliers, redistribution stockists, retailers, business partners, canteen stores department and others who are associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and shares with them the rewards of growth. It will be the Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, co-operation with each other, consistent with consumer interests. Directors also take this opportunity to thank all investors, clients, vendors, banks, regulatory, government authorities, stock exchanges and shareholders for their continued support to the company.

On behalf of the Board

For Hit Kit Global Solutions Limited



Place : Mumbai Anand Agarwal

Date : 25.06.2010 Managing Director

 
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