Hit Kit Global Solutions Ltd Directors Report.

To The Members

Hit Kit Global Solutions Limited,

Yours Companys Directors are pleased to present 32nd Annual Report of the Company, along with Audited Accounts, for the financial year ended March 31st, 2020.

1. Financial Performance

a) The salient features of the Companys financial performance for the year under review are as follows:

(Rs. In Lakhs)

Particulars
31.03.2020 31.03.2019
Gross Revenue 35.79 31.64
Operating Profit before Interest, Depreciation and Amortization and Tax 1.01 (2.29)
Interest - -
Depreciation 0.18 0.18
Profit before tax (PBT) 1.02 (2.29)
Provision for Taxation - -
Profit after tax (PAT) 1.02 (2.29)

b) Operations & Performance of the Company

During the year under the review, the Company has recorded gross revenue of Rs. 35.79 lakhs as against Rs. 31.64 lakhs in the previous year. After offsetting the expenses the company made a profit after tax of Rs.1.02 lakhs against Loss of Rs. 2.29 lakhs in the previous year.

The Earning per Share (EPS) for the year was Rs. 0.0028 as against Rs. (0.0062) for previous year.

2. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

3. Particulars of Loans, Guarantees or Investments:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to Accounts of the Financial Statements provided in this Annual Report.

4. Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in sub-section (1)6 section 188 in the form AOC-2:

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The policy on RPTs as approved by Board is uploaded on the Companys website https://www.hitkitglobal.com/img/pdf/Related%20Party.pdf

In view of above, All Related Party Transactions (RPTs) which were entered into during the Financial Year 2019-20 were on an arms length basis and were in the ordinary course of business and did not attract provisions of section

188 of the Companies Act, 2013 and were also not material RPTs under regulation 23 of the SEBI Listing Regulations, 2015. During the year 2019-20, as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for approval.

A statement showing the disclosure of transactions with related parties including the transaction if any with any person or entity belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the listed entity as required under Accounting Standard 18 is set out separately in Notes to accounts of Financial Statements annexed to this Annual Report.

There were no material transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

5. Dividend

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year 2019-20

6. Transfer to Reserves

The Board of Directors has not appropriated and transferred any amount to any Reserve and has decided to retain the entire amount in profit and Loss account.

7. Unpaid Dividend & IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF) and does not have unclaimed dividend which remains to be transferred to Investor Education & Protection Fund (IEPF).

8. Changes in Share Capital

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

9. Disclosure Relating To Equity Shares with Differential Rights

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

10. Disclosure Relating To Sweat Equity Shares

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

11. Disclosures In Respect Of Voting Rights Not Directly Exercised By Employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

12. Disclosure Under Section 67 (3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

13. Report on performance of Subsidiaries, Associates and Joint Venture Companies:

a. Subsidiaries:

The Company has no Holding or Subsidiary Or Associates Company as on 31st March, 2020.

b. Joint Venture:

The Company has entered into a Joint Venture (A.O.P.) to be known in the name of ENGINEERS INDIA ASSOCIATES for the construction and development of resort project near Lonavala, Dist. Pune.

Statement containing salient features of financial statements of Joint Venture pursuant to section 129 of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this Report in the prescribed Form AOC -1, as "Annexure 2".

The Company has not consolidated it Accounts with regards to Section 129 (3) as it has not started its operations yet.

14. Adequacy of Internal Financial Controls

Internal financial controls with reference to the financial statements were adequate and operating effectively

The details pertaining to adequacy of internal financial controls with reference to the Financial Statements pursuant to Rule 8 (5) (viii) of the Companies (Accounts) Rules, 2014 are included in Management Discussion & Analysis, which forms part of this report.

15. Board & Committee Meetings

a) Board Meeting

During the financial year 2019-20, total Five (5) Board Meetings were held on 29th May, 2019; 13th August, 2019; 28th September, 2019; 11th November, 2019; 13th February, 2020. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Attendance:

Name of the Director Category Number of Board Meeting Attended Attended Last AGM
Mrs. Premlata Purohit Non executive Chairman, Independent Director 5 Yes
Mr. Kamal Agarwal Managing Director and CEO 5 Yes
Mr. A.B. Sharma Independent Director 3 Yes
Mr. Ramamurthy Shetty Guruvai * Non-Executive Director 2 Not Applicable
Mr. Gopal Vyas** Additional NonExecutive Independent Director 3 Absent

* Mr. Ramamurthy Shetty appointed w.e.f. 28.09.2019

** Mr. Gopal Vyas has ceased to become the directors as his not regularized in AGM

b) Audit Committee Meeting:

During the financial year 2019-20, total Five (5) Board Meetings were held on 29th May, 2019; 13th August, 2019; 28th September, 2019; 11th November, 2019; 13th February, 2020.

The Board has well-qualified Audit Committee with majority of Independent Directors including

Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee during the financial year 2019-2020 are as follows:

Chairman: Premlata Purohit

Members: A.B. Sharma

Ramamurthy Shetty w.e.f. 28 09.2019

Attendance:

Name of the Director Category Number of Board Meeting Attended Attended Last AGM
Mrs. Premlata Purohit Independent Director 2 Yes
Mr. A.B. Sharma Independent Director 2 Yes
Mr. Kamal Agarwal Non-Executive Director 4 Yes
Mr. Gopal Vyas* Additional Non- Executive Independent Director 2 Absent

* Mr. Gopal Vyas has ceased to be the director due to non regularization in AGM

w.e.f. 28.09.2019

(a) TERMS OFREFERENCE:

The terms of reference of the Audit Committee inter alia include the following:

The recommendation for appointment, remuneration and terms of appointment of Auditors of the Company.

i. Review and monitor the Auditors Independence and performance, and effectiveness of Audit process.

ii. Examination of the financial statement and Auditors Report thereon.

iii. Approval or any subsequent modification of transaction of the Company with related parties.

Provided that the Audit Committee may make Omnibus Approval for related party transactions proposed to be entered into by the Company subject to such consultations as may be prescribed.

iv. Scrutiny of Corporate Loans and Investments.

v. Valuation of undertakings or assets of the Company wherever it is necessary.

vi. Evaluation of internal financial controls and risk management system.

vii. Monitoring the end use of funds raised through public offers and related matters.

viii. Calling for the Comments of the Auditors about internal control system, the scope of Audit, including the observations of the Auditors and review of Financial Statements before their submission to the Board and may also discuss any related issues with the Internal and Statutory Auditors and Management of the Company. Authority to investigate into any matter in relation to the item specified from (i) to (ix) above or referred to it by the Board

(b) FUNCTION:

The Audit Committee, while reviewing the Annual Financial Statement also review the applicability of various Accounting Standards (AS) referred to in Section 133 of the Companies Act, 2013. Compliance of the Accounting Standard as applicable to the Company has been ensured in the preparation of the Financial Statement for the year ended 31st March, 2020. Besides the above Chairman and Managing Director, Whole Time Director, Chief Financial Officer, Business heads of the Company divisions and the representatives of the Statutory Auditors are permanent invitees of the Audit Committee Meetings.

The Audit Committee also oversees and reviews the functioning of Vigil Mechanism (implemented in the Company as a Risk Management Policy and Whistle Blower Policy) and review the finding of investigation in the cases of material nature and the action taken in respect thereof.

c) Nomination & Remuneration Committee Meeting:

During the Financial Year 2019-20, total two (1) Nomination & Remuneration Committee Meeting was held on 28th September 2019 and 11th November, 2019

The Company has constituted Nomination & Remuneration Committee. The details of the Composition of the Nomination & Remuneration Committee are as follows:

Chairman: Mr. Ramamurthy Shetty Guruvai

Members: Mr. A.B.Sharma

Mrs. Premlata Purohit

Attendance:

Name of the Director Category Number of Board Meeting Attended Attended Last AGM
Mr. Ramamurthy Shetty Guruvai* Non-Executive Director 1 N.A.
Mr. A.B. Sharma Independent Director 1 Yes
Mrs. Premlata Purohit Independent Director 2 Yes
Mr. Gopal Vyas** Additional Non 1 Yes

• *Mr. Ramamurthy Shetty Gurvai W.e.f.28.09.2019

• ** Mr. Gopal Vyas has ceased to be the director as his candidature was not proposed for regularization in AGM w.e.f. 28.09.2020.

• * Premlata purohit resigned as chairman of NRC w.e.f. 1.04.2019 and appointed as member of committee.

(a) TERMS OF REFERENCE:

The Committees composition meets with requirements of Section 178 of the Companies Act, 2013.

The terms of reference of the Committee inter alia, includes the following:

1. To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria let down and to recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Directors and recommend to the Board a Policy relating to the remuneration for the Directors, Key Managerial Personnel and other Employees.

3. To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retained motivate Directors of the quality required to run the Company successfully.

4. To ensure that relationship of remuneration to performance is clear and meets appropriate Performance benchmark.

5. To ensure that remuneration to Directors, Key Managerial Personnel and Senior Management involves balance between fixed and incentive pay reflecting short term and long term performance objectives appropriate to the working of the Company and its goals.

(d)STAKEHOLDERS RELATIONSHIP COMMITTEE:

In pursuant to the provisions of Section 178 (5), the Stakeholders Relationship Committee has been formed by the Company comprises of three Directors, Mr. Ramamurthy Shetty being the Chairman of the Committee. During the Financial Year 2019-20, total two (1) Nomination & Remuneration Committee Meeting was held on 29th May 2019 and 11th November, 2019.

Terms of Reference:

a) looking into the Investors complaints on transfer and transmission of shares,

b) issue of duplicate share certificates,

c) non receipt of Balance Sheet, etc.

d) to ensure expeditious share transfer process.

e) Review of measures taken for effective exercise of voting rights by shareholders;

f) Review of adherence to the service standards adopted in respect of various services being rendered by Registrar & Share Transfer Agents;

g) Review of the various measures and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports / statutory notices by the shareholders of the Company and

h) Such other functions/duties as may be entrusted by the Board from time to time.

M/s. Adroit Corporate Service Pvt. Limited is the Registrar and Transfer Agent of the Company and the committee oversees the performance of the Registrar and Transfer Agent and recommends major for overall improvement in the quality of investor services.

 

Composition and Attendance

Chairman : Ramamurthy Shetty Guruvai w.e.f. 28.09.2019 Members : Arvind Sharma

Premlata Purohit

Name of the Director Category Number of Board Meeting Attended Attended Last AGM
Mr. Ramamurthy Shetty Guruvai* Non-Executive Director 1 N.A.
Mr. A.B. Sharma Independent Director 1 Yes
Mrs. Premlata Purohit Independent Director 2 Yes
Mr. Gopal Vyas** Additional NonExecutive Director 1 Yes

Chairman of the Stakeholders Relationship Committee is Non-Executive Director. Continuous efforts are made to ensure that grievances, if any, are more expeditiously redressed to the complete satisfaction of the investors.

The Committee specifically look into the redressal of grievances of Shareholders. The committee considers and resolves the grievances of the Share holders of the Company including complaints related to Transfer of shares, Non -receipt of Annual Reports, issue of duplicate share certificates, transmission of shares and other shareholder related queries, complaints, etc. No application for share transfers was pending as on 31 st March, 2019.

In addition to above, this Committee is also empowered to oversee administrative matters like opening / closure of Companys Bank accounts, grant and revocation of general, specific and banking powers of attorney and other administrative matters as delegated by Board from time to time.

Name and Designation of Compliance Officer:

Mrs. Ishita Sanghavi, Company Secretary, has been appointed as the Compliance Officer, as required under Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). She has been entrusted the task of overseeing the Share Transfer work done by the Registrars and Share Transfer Agents and attending to grievances of the Shareholders and Investors intimated to the Company directly or through SEBI and Stock Exchanges. All complaints / grievances have been duly intimated to exchange under Regulation 13 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company attends to the Investors grievances / correspondence expeditiously except in the case that are constrained by dispute or legal impediments.

a. No. of Shareholders complaints received during the year 01
b. No. of complaints not resolved to the satisfaction of the shareholders. 01
c. No. of pending share transfers as on March 31, 2020 0

16. Matters Related To Directors and Key Managerial Personnel

a. Board of Directors

* During the year 2019-20, Board of Directors met Five Timesviz.on 29th May,2019; 13th August, 2019; 28th September, 2019; 11th November, 2019; 13th February, 2020. The intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

* Mr. Gopal Vyas (DIN 06553107) was appointed as Additional Director in terms of section 161 of the Companies Act. w.e.f 13th November, 2018 and was to hold office up to date of Annual General Meeting held on 28th September ,2019, since his candidature was not proposed for regularization, accordingly, Mr. Gopal Vyas, ceased to be the Director of the Company with effect from conclusion of AGM held on 28th September, 2019.

Further note that any of the Directors or Company Secretary be and are hereby severally authorized to sign the requisite forms/documents and to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required to given effect.

* Mr. Ramamurthy Shetty Guruvai has been appointed as the additional Directors (Non- Executive) with effect from 28thSeptember, 2019. The appointment is for a period of 5 years subject to approval of Shareholders, which is being included in the notice of the Annual General Meeting.

* Mr. Arvind Sharma, an Independent Director of the Company on account of his professional commitments has tendered his resignation with effect from 31st August, 2019.

The Board places on record its appreciation for the invaluable services rendered by Mr. Arvind Sharma to the Board and Company during his tenure as member of the Board/Committees of the Board

* Mrs. Varsha Shah (DIN: 08856197) and has been appointed as the additional Independent Directors with effect from 31st August, 2020. The appointment is for a period of 5 years subject to approval of Shareholders, which is being included in the notice of the Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under the Act and SEBI (LODR), 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director. The same was discussed in the Board meeting held subsequently to the meeting of the independent directors on 13th August, 2019,atwhich the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for attending meetings of Board/Committee of the Company.

Independent Directors are familiarized with their roles, rights and responsibilities in the Company through induction programmes at the time of their appointment as Directors and through presentations made to them from time to time. The details of familiarization programmes conducted have been hosted on the website of the Company and can be accessed at ww.hitkitglobal.com

b. Key Managerial Personnel:

i. Appointment:

There were no Appointments throughout the Year 2019-20.

ii. Resignation:

Mrs. Ishita Shah, Company Secretary of the Company on account of his professional commitments has tendered her resignation with effect from 03th August,2019.

The Board places on record its appreciation for the invaluable services rendered by Mrs. Ishita Shah to the Board and Company during his tenure as Company Secretary and Compliance Officer of the Company

17. Material changes and commitments affecting the financial position of the Company

During the financial year 2019-20, there was no any significant material change or commitment affecting the financial position of the Company.

18. Directors Responsibility Statement

Pursuant to Section 134(3) (C) of the Companies Act, 2013, Directors confirm that -

a. in the preparation of the annual accounts for the financial year ended 31st March 2020 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 as at March 31, 2020 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 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.

19. Audit Committee

The Audit Committee of the Board pursuant to Section 177(2) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 consist of Three Directors and all are Independent Directors and constitutes majority.

20. Nomination and Remuneration Committee

The Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and recommend to the Board of a policy, relating to the remuneration for the directors, key managerial personnel and other employees has been attached as Annexure 4 to this report

21. Presentation of Financial Results

The financial results of the Company for the year ended 31st March, 2020 have been disclosed as per Schedule III to the Companies Act, 2013.

22. 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

23. Secretarial Standard of ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1)and General Meetings (SS-2) came into effect from 1 July 2015. The Company is in compliance with the same.

24. Risk Management Policy:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

25. 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(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

26. Board Evaluation

i. Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as, the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders Relationship Committees.

ii. The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of the parameters/criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and quality of relationship between the Board and the Management.

iii. The performance of the committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility and Stakeholders Relationship Committee was evaluated by the Board after seeking feedback from Committee members on the basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management.

iv. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of self- assessment questionnaire and feedback/inputs from other Directors (without the concerned director being present).

v. In a separate meeting of Independent Directors, the performance of Non Independent Directors of the Board as a whole and the performance of the Chairman were evaluated.

27. Policies of the Company

Your Company has posted the following documents on its website ww.hitkitglobaI.com.

i. Code of Conduct and Ethics

ii. Whistle Blower Policy (Vigil Mechanism)

iii. Related Party Transaction Policy

iv. Familiarization Programme for the benefit of the Independent Directors

v. Nomination and Remuneration Policy

vi. Policy for determining materiality of events

vii. Policy for determining "material subsidiary" of the company

28. Significant and Material Orders Passed by Regulators or Courts or Tribunals:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

29. Auditors of the Company

a. Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013, at 30th Annual General Meeting held on 29th September, 2018 the Members approved appointment of M/s. B.M. Gattani & Co., Chartered Accountants, (FRN:-113536W) as Statutory Auditors of the Company to hold office until the conclusion of the 35th Annual General Meeting,

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their audit reports on the financial statements for the year ended March 31, 2020.

b. Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder the Company has appointed, M/s. Monika Thanvi & Associates (membership number: 31494) Practicing Company Secretary, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2019-20 given by Mrs. Monika Thanvi in the prescribed form MR-3 as ANNEXURE-1to this Report.

There are qualifications, reservations or adverse remarks or disclaimers made by M/s. Monika Thanvi & Associates, Company Secretary in Practice, in secretarial audit report and compliance report are replied below:

Observation Reply by management
Mr. Arvind B Sharma, Independent Director of the Company has not complied with Rule 12A of Companies(Appointment and Qualification of Directors) Amendment Rules, 2018 and his DIN stands deactivated due to non filing of web KYC w.e.f. 30.9.2019. Due to his old age and health issues he was intending to resign the Company and thereafter resigned w. e.f. 31.08.2020
• Regarding Lease Agreement for Monsoon Lake is The Monsoon Lake was
yet to be registered with Sub Registrar of Assurances in terms of the Registration Act, 1908 and Transfer of Property act, 1882. scheduled for commencement of operations in the forthcoming monsoon season beginning from June 2020, but due to outbreak of pandemic COVID 19 in the month of March 2020, the Trial Run of the Monsoon Lake was not feasible under the lockdown restrictions. Consequently as per the Term Sheet, the Company has charged penal interest @ 20%p.afor the delay and earned Other Income of Rs. 17.99 Lakhs.
• The Company has missed to file information of change in directorate on BSE within 24 hours of happening of material information in terms of LODR 30 for appointment of Premlata Purohit as Designated Non Executive Chairman of the Company w.e.f. 1.04.2019. Inadvertent Delay
• Company has delayed in filing Shareholding pattern under LODR 31, Statement of Investor complaints under LODR 13(3) , Compliance certificate under LODR 7(3) and Certificate under LODR 40(9) for Quarter and half year ended 31.03.2020 respectively. Due to Covid-19 Pandemic and non availability of staff, Company made inadvertent delays in filing.
• The Company has delayed in filing Regulation 76 under SEBI (Depositories and participants) Regulations, 2018.
• The Company has delayed in publishing of Advertisement in newspaper for the notice of AGM to be held on 28.09.2019 and Board meetings dated 13.08.19 ,11.11.2019 and 13.02.2020 for approval of quarterly acounts and were not published simultaneously with the intimation made to the exchange as per LODR 47(3). Inadvertent delay
• The Company has made delay in System Driven Disclosures to the depositories as per circular SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated May 28, 2018.

c. Internal Auditor

Pursuant to Section 138 of Companies Act, 2019 and on the recommendation of Audit Committee, the Board of Directors in its meeting held on 30th March,2019 appointed M/s. Motilal & Associates, Chartered Accountants as Internal Auditor of the Company for conducting internal audit for the year 2019-20 and lay down report in meeting of Audit Committee and Board of Directors at such interval as committee or Board deems fit as the case may be.

26. Details in respect of frauds reported by auditors under section 143(12):

During the year under review, there were no incidents of frauds reported by the auditors to the Audit Committee or the Board under section 143 (12) of the Companies Act, 2013.

27. Extract of Annual Return

The Extract of Annual Return in Form MGT-9 pursuant to Section 92( 3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as ANNEXURE-1 to this Report.

28. Corporate Governance Report

Clause 49 of the erstwhile Listing agreement and Regulations 17 to 27 and Clauses (b) to (i) of sub regulation (2) of regulation 46 and paras C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company as the paid up Share Capital of the Company is less than 10 Crores and its Net Worth does not exceed 25 Crores as on 31st March, 2020. Hence, the Corporate Governance Report is not included in this Report.

29. Prevention of Sexual Harassment of Women at Workplace:

The Company has in place the "Policy on Prevention of Sexual Harassment at the Workplace" in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Committee for Redressal.

30. Managements Discussion and Analysis Statement

The Management Discussion and Analysis for the year 2019-20, as required under SEBI (LODR) Regulations, 2015, are given in separate section forming part of the Annual Report.

31. Statutory Disclosures

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1), rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "ANNEXURE 3" to this Report.

Remuneration paid to all the employees including key managerial personal are paid as per the remuneration policy formulated by the company and approved by the Board.

32. Green Initiatives

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the notice of 32 nd Annual General Meeting of the Company are sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses physical copies are sent through the permitted mode.

33. Cautionary Statement

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

34. 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, Stakeholders, Companys bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming year.

Place: Mumbai, Date: August31,2020 On behalf of the Board For Hit Kit Global Solutions Limited
sd/- sd/- Kamal Agrawal Premlata Purohit Managing Director Non -Executive Chairman