To,
The Members,
Your directors have pleasure in presenting their 40th Annual Report on the
business and operations of the Company and Audited Statement of Accounts for the year
ended 31st March, 2023.
1. FINANCIAL HIGHLIGHTS:
The Boards Report is prepared based on the standalone financial statements of the
Company.
INR in Thousand (Except EPS)
| Particulars |
2022-23 |
2021-22 |
| Total Income |
2922.32 |
1566.00 |
| Financial Costs |
0.00 |
0.00 |
| Depreciation and Amortization |
20.04 |
78.85 |
| Profit before tax and exceptional items |
668.04 |
-1324.41 |
| Exceptional income |
0.00 |
0.00 |
| Profit after exceptional items before tax |
668.04 |
-1324.41 |
| Taxes(benefit) |
1165.66 |
-285.12 |
| Profit after tax |
-497.62 |
-1039.28 |
| Other Comprehensive Income / (Loss) |
-- |
-- |
| Net Profit |
-497.62 |
-1039.28 |
| Earnings per share (Basic) |
-0.13 |
-0.28 |
2. DIVIDEND:
During the year under review, in the view of loss no dividend was recommended by the
Board.
3. NATURE OF BUSINESS:
HCKK operates at the forefront of the technology sector, offering specialized
consultancy services to businesses in the Logistics, Telecommunication, and Education
industries. Through strategic partnerships with esteemed companies, HCKK equips its
clients with cutting-edge software solutions, tailored to streamline regulatory compliance
in areas such as e-Invoicing, E-Way Bill, Goods and Services Tax (GST), and Digital
Certificates.
Furthermore, HCKK is distinguished for its comprehensive approach to turnkey projects,
wherein it oversees the implementation of holistic Enterprise Resource Planning (ERP)
systems for integrating Logistics, Freight forwarding, Warehousing, Transportation for its
clientele. This involves a detailed process that spans from system analysis to
implementation, coupled with sustained support to ensure the successful realization of
objectives.
In its pursuit to foster innovation and bolster capabilities, HCKK is on the cusp of
inaugurating its own state-of-the-art development center in Mumbai. This facility will
serve as a beacon for technological advancement and client-centric solutions.
Central to HCKKs ethos is the commitment to optimizing client satisfaction through
tailor-made solutions that maximize benefits and empower businesses to thrive in a dynamic
market landscape.,
Our Core thought remains the same when we started this journey "Eliminate Error,
Boost Revenue, Digitize the process and make Employees focus on high level Jobs".
4. TRANSFER TO RESERVES:
During the year under review, your company has not transferred any amount to General
Reserves.
5. SUBSIDIARY COMPANY:
The Company does not have any Subsidiary, Joint Venture or Associate Company.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO:
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
A) CONSERVATION OF ENERGY:
Since the operations of the Company are restricted to financial services the provisions
of Section 134(3) (m) of the Companies Act, 2013 relating to conservation of energy and
technology absorption do not apply to our Company.
Still the Company has taken all the necessary steps to conserve the energy at all
levels in the premises of the Company. The wastage of resources is avoided at all possible
levels in the Company.
No capital investments are done on energy conservation equipment during the reporting
period.
B) TECHNOLOGY ABSORPTION:
No technologies are imported by the Company during the period under review so details
of absorption, capital expenditure on Research and development are not applicable to the
Company.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign currency transactions are recorded at the exchange rates prevailing on the date
of such transactions.
Monetary assets and liabilities as at the Balance Sheet date are translated at the
rates of exchange prevailing at the date of the Balance Sheet. Gain and losses arising on
account of differences in foreign exchange rates on settlement/ translation of monetary
assets and liabilities are recognized in the Profit and Loss Account.
7. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014 as amended from time to time, the
Annual Return of the Company in Form MGT-7 for the financial year 2022-23 has been placed
on the Companys, website.
The web link to access the annual return is https://www.hckkventures.com/.
8. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis is presented as a separate section as "Annexure
I" forming part of this Annual Report.
9. RELATED PARTY TRANSACTIONS:
During the year 2021-22 the there were no Contracts Arrangements entered into by the
Company with related parties which requires approval by the Audit Committee pursuant to
sub section (IV) (4) of Section
177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188(1) of
Companies Act, 2013 hence the Form AOC-2 is not applicable to the Company.
10. REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and fixing
their remuneration.
11. DEPOSITS:
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There
were no unpaid or unclaimed deposits as on 31st March, 2023.
12. CORPORATE SOCIAL RESPONSIBILITY:
The company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it
is not required to formulate policy on corporate social responsibility.
13. DIRECTORS:
A. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on date of signing this report following changes held in the Constitution of
Directors:
i. Mr. Antony Thomas, resigned from the post of the Whole Time Director and Chief
Financial Officer of the Company with effect from 30th June, 2022;
ii. Mr. Sachinkumar Triloknath Pandey having Membership Number A66187, resigned from
the post of the Company Secretary with effect from 31st October, 2022;
iii. Mr. Nitin Ramamurthy having DIN 03371187, resigned from the post of the Director
with effect from 13th January, 2023;
iv. Ms. Chitra Sudhir Phadke having DIN: 07032047, resigned from the post of the
Director with effect from 13th January, 2023;
v. Mr. Ruzbeh Dhun Patel having DIN: 08161455, resigned from the post of the Director
with effect from 13th January, 2023;
vi. Mr. Amit Ramesh Maheshwari having DIN: 01511854, appointed as an Additional
Director with effect from 13th January, 2023;
vii. Mr. Suresh Shivanna Salian having DIN: 09189069, appointed as an Additional
Non-Executive Independent Director with effect from 13th January, 2023;
viii. Mr. Antoo Kochappan Kallan having DIN: 02489070, appointed as an Additional
Non-Executive Independent Director with effect from 13th January, 2023;
ix. Mrs. Bijal Yogesh Durgavale having DIN: 07403891 appointed as an Additional
Non-Executive Independent Director with effect from 13th January, 2023;
x. Mr. Prashant Agarwal having Membership Number A36633 appointed as a Company
Secretary with effect from 13th January, 2023;
xi. Mr. Rajendraprasad Tiwari having PAN: ABGPT9599Q, appointed as a Chief Financial
Officer of the Company with effect from 13th January, 2023;
xii. Mr. Harish Veerappa Kanchan having DIN: 00615999 resigned from the post of
Managing Director with effect from 14th March, 2023;
xiii. Mr. Apurv Bhargava having DIN: 10175879, appointed as an Additional Director with
effect from 30th May, 2023.
B. DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors have given their declaration to the Company stating their
independence pursuant to Section 149(6) and Regulation 16(1) (b) of SEBI (Listing
Obligations & Disclosure Requirements), Regulations, 2015. They have further declared
that they are not debarred or disqualified from being appointed or continuing as directors
of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority.
In the opinion of Board, all the Independent Directors are persons of integrity and
possess relevant expertise and experience including the proficiency.
C. BOARD EVALUATION:
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with
Regulation 17 of the Listing Regulations, 2015, the Board carried out an annual evaluation
of the performance of the Board as a whole, the Directors individually and the working of
its Audit, Nomination & Remuneration Committees and other committees.
14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
In compliance with the requirements of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Company has put in place a Familiarization Program
for the Independent Directors to familiarize them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model etc.
15. MEETINGS OF THE BOARD:
The Board of Directors met Six (6) times on 20th April, 2022, 12th
July, 2022, 12th August, 2022, 18th October, 2022, 13th
January, 2023 and 14th March, 2023 during the Financial Year 2022-23. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 and Regulation 17 of the Listing Regulations.
16. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:
(a) In the preparation of Annual Accounts for the year ended on 31st March,
2023, the applicable accounting standards have been followed and there are not material
departures from the same.
(b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year on 31st
March, 2023 and the profit and loss of the Company for that period.
(c) The Directors have taken proper and sufficient care for the maintenance of the
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities,
(d) The Directors have prepared Accounts on going concern basis.
(e) The Directors have laid down internal financial controls to be followed by the
Company and that such financial controls are adequate and are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
17. NOMINATION AND REMUNERATION COMMITTEE:
The Board had constituted Nomination and Remuneration Committee pursuant to the
provisions of sub section (1) of Section 178 of Companies Act, 2013. Pursuant to
subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration
Committee has formulated the criteria for determining qualifications, positive attributes
and independence of a Director and recommended to the Board the policy, relating to the
remuneration of directors, key managerial personnel and other employees.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There were no loans, guarantee or investments made by the Company under section 186 of
the Companies Act, 2013 during the year under review and hence the said provisions are not
applicable.
19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year, a significant transition in the ownership structure of the company
took place. This transformation involved the transfer of ownership from Mr. Harish Kanchan
to Mr. Amit Maheshwari and Mr. Kunal Maheshwari. The transfer was conducted in accordance
with the Open Offer mode regulation, as stipulated by the Securities and Exchange Board of
India (substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended,
which is commonly referred to as the "SEBI (SAST) Regulations."
Under the provisions of the SEBI (SAST) Regulations, this transfer of ownership was
carefully managed to ensure compliance with the regulatory framework. The SEBI (SAST)
Regulations outline the procedures and guidelines for substantial acquisition of shares
and takeovers, establishing a transparent and standardized approach to such transactions
within the Indian securities market. The transition of ownership was executed through the
Open Offer mode, as defined by the SEBI (SAST) Regulations.
It is important to note that the adherence to the SEBI (SAST) Regulations in this
ownership change exemplifies the commitment of the company and its stakeholders to
maintaining transparency, fairness, and regulatory compliance in all business operations.
This transition marks a pivotal moment in the companys journey, reflecting its dedication
to upholding the highest standards of corporate governance and ethical business practices.
As the ownership transfer was conducted through the Open Offer mode under the SEBI
(SAST) Regulations, it underscores the companys dedication to conducting business in a
manner that aligns with the regulatory framework while safeguarding the interests of all
stakeholders involved.
We remain committed to operating within the legal and regulatory framework as we
continue to strive for growth and excellence in the business landscape.
Except this there were no material changes and commitments affecting the financial
position of the Company between the end of the financial year of the Company to which the
financial statements relate and the date of the report.
20. PERFORMANCE EVALUATION OF BOARD:
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board
has carried out an Annual Evaluation of its own performance and working of its committees.
The Boards functioning was evaluated on various aspects, including inter alia degree of
fulfilment of key responsibilities, its structure and composition, establishment and
delegation of responsibilities to various Committees. Directors were evaluated on aspects
such as attendance and contribution at Board/ Committee Meetings and guidance/ support to
them an agreement of the Company. A reason which the Committees of the Board were assessed
included degree of fulfilment of key responsibilities, adequacy of Committee composition
and effectiveness of meetings. The performance evaluation of the Independent Directors was
carried out by the entire Board, excluding the Director being evaluated.
The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors, who also reviewed the performance of the Board
as a whole.
21. AUDITORS:
A. STATUTORY AUDITOR:
M/S D. R. Mehta & Associates, Chartered Accountants, (having FRN 106207W) were
appointed as a Statutory Auditor of the Company to hold office until the Conclusion of the
of Annual General Meeting to be held in the Financial Year 2026.
The report given by the auditors on the financial statements of the company is part of
Annual Report. There was no qualifications, reservations or adverse remarks made by the
Statutory Auditors of the Company there report is self-explanatory and does not call for
further information by the Board.
B. SECRETARIAL AUDITOR:
Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing Obligations
& Disclosure Requirements), Regulations, 2015 as amended, the Company at its Board
Meeting held on 12th July, 2022 appointed M/s. Sandeep Dar & Co. as a
Secretarial Auditor of the Company for the Financial Year ended 31st March,
2023. Further the said Secretarial Auditor resigned dated 13th January, 2023
and the Company appointed M/S. HD AND ASSOCIATES, Practicing Company Secretary, Mumbai, to
undertake the Secretarial Audit of the Company for the Financial Year ended 31st
March, 2023. The Secretarial Audit Report is annexed herewith as Annexure-II. The
Secretarial Audit Report for the year ended on 31st March, 2023 does not
contain any qualifications, reservations or adverse remarks.
C. INTERNAL AUDITOR:
Pursuant to Section 138 of the Companies Act, 2013, the Company at its Board Meeting
held on 12th July, 2022 appointed M/s. R.K. Bothra & Co. as an Internal
Auditor of the Company, further the said Auditor resigned dated 13th January,
2023 and the Company appointed M/s. Sara & Associates, Chartered Accountants, Mumbai
to undertake Internal Audit for the Financial Year Ended 31st March, 2023.
22. REPORTING OF FRAUD BY AUDITORS:
There have been no instances of fraud reported by the Auditors u/s 143 (12) of the
Companies Act, 2013 and rules framed thereunder either to the Company or to the Central
Government.
23. LISTING WITH STOCK EXCHANGES:
Your Company is listed with the BSE Limited and the Company has paid the listing fees
to Bombay Stock Exchange.
24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements.
The Internal Auditor of the Company checks and verifies the internal control and
monitors them in accordance with policy adopted by the Company. Even through this
non-production period the Company continues to ensure proper and adequate systems and
procedures commensurate with its size and nature of its business.
25. MEETINGS OF COMMITTEES OF THE BOARD:
The Board has constituted necessary Committees pursuant to the provisions of Companies
Act, 2013, rules framed thereunder and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with Stock Exchanges. The Committees of the Board held by
company are Audit Committee, Stakeholders Relationship Committee, Nomination and
Remuneration Committee. The details about Committee Meetings are given below:
| Sr. No. Particulars |
No. of Meetings held |
| 1. Audit Committee |
05 |
| 2. Stakeholders Relationship Committee |
01 |
| 3. Nomination & Remuneration Committee |
02 |
26. COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS:
AUDIT COMMITTEE
| Mr. Suresh Shivanna Salian - Chairman Non Executive- Independent Director |
| Mr. Antoo Kalian- Member Non Executive- Independent Director |
| Mr. Amit Maheshwari- Member Executive Director |
NOINATION & REMUNERATION COMMITTEE:
| Mr. Antoo Kalian- C h airman Non Executive- Independent Director |
| f Mr. Suresh Shivanna Salian - Member Non Executive- Independent Director |
| Mrs. Bij al Durgavle- Member Non-Executive Independent Director |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
| Mrs. Bijal Durgavle- Member Non- Executive Independent Director |
| Mr. Antoo Kalian- Chairman Non Executive- Independent Director B |
| Mr. Amit Maheshwari- Member Executive Director 1 11 ? |
27. WHISTLE BLOWER:
The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism for
Directors and Employees of the Company to report concerns about unethical behavior, actual
or suspected fraud, or violations of Companys Code of Conduct or Ethics Policy.
28. CORPORATE GOVERNANCE:
During the year under review, the provisions of Corporate Governance under Listing
Regulations are not applicable to the Company.
29. BUSINESS RESPONSIBILITY REPORT:
Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility
Report is not applicable to our Company.
30. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has been in compliance with the applicable Secretarial Standards during the
Financial Year 2022-2023.
31. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013, the Company has formulated and implemented a policy on
prevention of sexual harassment at work place with a mechanism of lodging complaints,
Redressal for the benefits of its employees. Your Company
is committed to create and provide an environment free from discrimination and
harassment including Sexual Harassment for all its employees.
| Particulars |
No of Complaints |
| Number of complaints received |
NIL |
| Number of complaints disposed of |
NIL |
| Number of complaints pending as on end of the financial year |
NIL |
32. CONSOLIDATED FINANCIAL STATEMENTS:
Since the Company does not have any Subsidiary Company or Associate Company, the
provisions of Section 129(3) of the Companies Act, 2013 and Clause 32 of the Listing
Agreement regarding consolidated financial statements do not apply.
33. ACKNOWLEDGEMENT:
Your Company wishes to sincerely thank all the customers, commercial banks, financial
institution, Creditors etc. for their continuing support and co-operation.
Your Directors express their appreciation for the dedicated and sincere services
rendered by the employees of the company and also sincerely thank the shareholders for the
confidence reposed by them in the company and from the continued support and co-operation
extended by them.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS HCKK VENTURES LIMITED
| SD/- |
SD/- |
| MR. APURV BHARGAVA |
MR. RAJENDRAPRASAD TIWARI |
| MANAGING DIRECTOR |
CHIEF FINANCIAL OFFICER |
| DIN: 10175879 |
PAN: ABGPT9599Q |
| PLACE: MUMBAI |
|
| DATE: 25th AUGUST, 2023 |
|
+91-9892691696
