HCKK Ventures Ltd Directors Report.

To, The Members,

Your Directors have pleasure in presenting their 36th Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31st March, 2019.

1. FINANCIAL HIGHLIGHTS:

The Boards Report is prepared based on the stand alone financial statements of the Company.

(Rs. in Lakhs)
Sr No. Particulars 2018-19 2017-18
1. Net Sales/ Income 45.35 1.68
2. Total Expenditure
i. Purchase of Goods 1.57 1.15
ii. Change in Inventories - (1.15)
iii. Direct Overheads 18.05 -
iv. Employees benefit 4.58 -
v. Depreciation & amortization expenses 0.46 0.15
vi. Other expenses 19.86 13.18
Total 44.52 13.32
3. Profit/ (Loss) Before Tax 0.83 (11.64)
4. Extraordinary items - 0.36
5. Provision for taxation
a) Current Tax- Current & Earlier Years 0.69 0.21
b) Deferred Tax (5.09) -
6. Profit /(Loss) After Tax 5.24 (12.21)

2. DIVIDEND:

In view of limited profits, the Board recommended no dividend during the year under review.

3. OPERATION:

During the year, Company started its new business activity in sale and distribution of bio medical devices and export of software. The revenue from the business was moderate but we expect larger turnover from both the segments in coming years. We look forward to government providing incentives for software exports and hopefully India will achieve further improvement in ranking in ease of doing business.

Company is developing marketing infrastructure and sale of the bio-medical devices is expected to increase during the current financial year.

4. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors state that a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the Directors had 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 and of the profit and loss of the Company for that period; c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors had prepared the annual accounts on a going concern basis; e. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Report in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, are included in this Report as Annexure-I and forms an integral part of this report.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THE YEAR:

The following change took place during the financial year 2018-19 under review:

Name of the Person Designation Date of change Nature of Change Appointment/ Resignation
Harish Kanchan Managing Director 19.07.2018 Re-Appointment
Ruzbeh Dhun Patel Director 30.06.2018 Appointment as Additional Director
Antony Thomas Director 30.06.2018 Appointment as Additional Director
Kinjal Sunny Company Secretary 30.11.2018 Appointment as Company Secretary
Antony Thomas Chief Financial Officer 12.03.2019 Appointment as Chief Financial Officer

7. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration exceeding Rupees 102 Lakhs per annum if employed throughout the financial year or rupees 8.5 Lakhs per month if employed for part of the financial year or draws remuneration in excess of Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

8. NUMBER OF MEETINGS OF BOARD:

Sr. No Particulars No. of meetings held
1. Board meetings 7
2. Audit Committee meetings 4
3. Nomination and Remuneration Committee meeting 2
4. Independent Directors Meeting 1

9. FORMAL ANNUAL EVALUATION:

Pursuant to the provision of Section 134 (3) (p) of the Companies Act, 2013, the Board of Directors evaluated the performance of its own as a body, each Independent Director and Non-Independent Director and committees of the Board and found the same to be satisfactory.

10. DECLARATION BY INDEPENDENT DIRECTORS:

Declarations by the Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

11. REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company.

12. STATUTORY AUDITORS:

At the Annual General Meeting held on September 14, 2016, M/s. V. Vaidyanathan & Co., Chartered Accountants (FRN: 111225W), were appointed as statutory auditors of the Company to hold office till the conclusion of the 38th Annual General Meeting. In accordance with Companies (Amendment) Act 2017, the provision with regard to ratification of appointment of Auditors at every Annual General Meeting prescribed under the first proviso to sub-section (1) of section 139 of the Companies Act, 2013 is omitted from the financial year 2018-19 onwards. The report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

13. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s. Sandeep Dar and Co., Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with various non-compliances as per the provisions of various statute mentioned in the secretarial audit report.

14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company www.hckkventures.com

15. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee as required under section 177 (8) of the Companies Act, 2013. The Composition of Audit Committee is as follows:

1. Mr. Nitin Ramamurthy - Chairman

2. Mrs. Chitra Phadke - Member

3. Mr. Antony Thomas - Member

16. SIGNIFICANT MATERIAL CHANGES:

There were no material changes and commitments, which affects the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

17. RISK MANAGEMENT:

The Company is periodically reviewing its risk management perception taking into account overall business environment affecting / threatening the existence of the Company. Presently, management is of the opinion that such existence of risk is minimal.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

19. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, the Company have neither given any loans nor provided any guarantees or made any investments, which are governed by the provisions of Section 186 of the Companies Act, 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC-2, which is enclosed as Annexure II.

22. MANAGEMENT DISCUSSION AND ANALYSIS: I. INDUSTRY STRUCTURE AND DEVELOPMENTS:

Realty sector continues to have difficult phase and overall slowdown in the economy has further added to its downward trend. The mismatch between the suppressed demand and over supply has hampered financial health in the realty sector. If present trend continues, then long term slowdown is eminent. Unless government takes steps for structural adjustment in the economy, the overall scenario in the realty sector is dismal. However, Company has commenced its operations in Software Exports and Marketing of Bio-Medical Devices and is positive about the growth. Indias potential for exports is still under-utilized and with government taking steps for improving its ranking in ease of doing business, it is expected that these measures will unleash the growth potentials in export market.

II. OPPORTUNITIES AND THREATS:

The financial health of the realty sector is hit by the low demand and default in loan repayment. Unless demand for the realty takes a positive turn, the lost opportunities will continue in terms of employment and economical pricing for the mass housing projects. The right government policies for the realty sector will create an opportunity for the growth and the revival of the sector. It is hoped that the present government will take necessary steps for the revival as government target of increasing employment opportunities is to the great extent dependent on the growth in the realty sector. Company is more positive with regard to exports of software and sale of bio-medical devices. Opportunities for growth in these segments are immense and as economy ascent, Company will benefit from the overall improvement in the infrastructures and better incentives for exports. The threat to the realty sectors continues to be low consumer demand. The necessary incentives from the government will provide relief to the industry by reviving the investment in the realty sector.

III. SEGMENT-WISE PERFORMANCE:

In the financial year under consideration, Company had two operational segments of Exports in Software and dealing in bio Medical devices. The growth in the realty sector was stagnant whereas Company commenced its operations in the Software Exports and biomedical devices with moderate operations and profitability. In coming years the management hopes to achieve high growth in the turnover in the Exports of Software and local Sales in bio medical equipments. The performers in the realty sector will follow the trend in the industry.

IV. OUTLOOK

The Company is looking forward to the following objectives in the coming year: To focus on the growth in the export in software and bio medical equipment.

To maximize the return to all the shareholders keeping in mind needs of all stakeholders by managing company affairs with best corporate governance practices. Company is exploring new avenues for software design, development and new markets for exports. To wait and watch for the revival in the realty sector.

V. RISKS AND CONCERNS

Company has to protect itself from various business risks. Slow down in the economy is potential risk for which Company has to be prepared. Government has to provide Export incentives for growth and achieving national growth targets.

Non revival of the demand and additional export incentives is the matter of concern and Company has to sustain its activity till turnaround is achieved. All remedial measures are taken to insulate company form the external and as well as internal threats and protect all stakeholders interest.

VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems commensurate with its size and the industry. The Company complies with all rules, laws and statues of the land. All business transactions are properly recorded and are in compliance and conformity with the accounting principles and processes.

VII.MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT, INCLUDING OF PEOPLE EMPLOYED

The Company believes that through its strong set of values and cohesive work-culture, the employees will be able to achieve its goals. The Company has all safety features to ensure its workers can work in a safe and secure environment. Health of its employees is paramount to the Company.

23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under the Act. The following is a summary of sexual harassment complaint received or disposed of during the year 2018-19.

No. of Complaint received: NIL

No. of Complaint disposed off: NIL

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of the Company, Rule 8 of Company (Accounts) Rules, 2014 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

The foreign exchange earnings and outgo during the year is as follows: Outflow: Nil Inflow: Rs. 3593299/-

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Companys operations in future.

26. ACKNOWLEDGEMENT:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended and confidence reposed in the management.

Place: Mumbai By order of the Board of Directors
Date: August 13, 2019 HCKK Ventures Limited
Harish Kanchan
Chairman and Managing Director