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