Hit Kit Global Solutions Ltd Directors Report.

To The Members

Hit Kit Global Solutions Limited,

Yours Companys Directors are pleased to present 31st Annual Report of the Company, along with Audited Accounts, for the financial year ended March 31st, 2019.

1. Financial Performance

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

Particulars

(Rs. In Lakhs)

31.03.2019 31.03.2018
Gross Revenue 31.64 19.94
Operating Profit before Interest, Depreciation and Amortization and Tax 0.25 (4.28)
Interest - -
Depreciation 0.18 0.15
Profit before tax (PBT) 0.06 (4.43)
Provision for Taxation - (0.07)
Profit after tax (PAT) 0.06 (4.49)

b) Operations & Performance of the Company

During the year under the review, the Company has recorded gross revenue of Rs. 31.64 lakhs as against Rs. 19.94 lakhs in the previous year. After offsetting the expenses the company made a profit after tax of Rs.0.06 against Loss of Rs. 4.49 lakhs in the previous year.

The Earning per Share (EPS) for the year was Rs. (0.00) as against Rs. 0.00 for previous year.

c) 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.

d) 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.

e) Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in theform 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 Company s websitehttps://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 2018-19 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 2018-19, 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-2is not applicable.

4. Dividend

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year 2018-19

5. 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.

6. 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).

7. Changes in Share Capital

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

8. 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.

9. 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.

10. 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.

11. 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.

12. 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, 2019.

b. Joint Venture:

The Company has 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".

13. 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.

14. Matters Related To Directors and Key Managerial Personnel

a. Board of Directors

• During the year 2018-19, Board of Directors met Six Times viz. on 25th May, 2018; 13th August, 2018; 13th November, 2018; 21st November, 2018; 14th February, 2019; 30th March, 2019. 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.

• Mrs. Premlata Purohit and Mr. Gopal Vyas has been appointed as the additional Directors with effect from 13th November, 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. Amit Khandelwal, an Independent Director of the Company on account of his professional commitments has tendered his resignation with effect from 30th March, 2019.

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

• Mr. Arvind Bansilal Sharma (DIN: 03580605) was appointed as Independent Directors of the Company by the members at the Annual General Meeting of the Company held on 30th September,2014 for a period of five consecutive years up to the conclusion of 31st Annual General Meeting of the Company to be held in calendar year 2019. He will be Re- appointed in upcoming 36th AGM for second term of 5 Years. Necessary Resolution for re-appointment of Mr. Arvind Bansilal sharma (DIN: 03580605), as an Independent Director of the Company is included in the Notice of Annual General Meeting for seeking approval of members.

The Company has received declarations from all the Independent Directors of the Company con rming 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, at which 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 www.hitkitglobal.com

b. Key Managerial Personnel

i. Appointment

• On the recommendation of Nomination and Remuneration Committee, Mrs. Ishita Rushabh Sanghavi as a Company Secretary (KMP) of the Company with effect from 21st November, 2018 pursuant to Section 203 of Companies Act, 2013 and Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

• On the recommendation of Nomination and Remuneration Committee, Mr. Jeetendra P Chanda as a Chief Financial Officer (KMP) of the Company with effect from 30th March, 2019 pursuant to Section 203 of Companies Act, 2013 and Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

ii. Resignation

• During the year, Ms. Kirti Airen tendered her resignation on 21st June, 2018 from the post of Company Secretary and Compliance Officer of the Company.

• During the year, Mr. Rajesh Mavani, tendered his resignation on 31st January 2019 from the post of Chief Financial Officer of the Company.

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

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

16. 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, 2019, 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, 2019 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.

17. 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.

18. 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

19. Presentation of Financial Results

The financial results of the Company for the year ended 31 st March, 2019 have been disclosed as per Schedule III to the Companies Act, 2013.

20. 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

21. Secretarial Standard of ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to the Secretarial Standards specified bythe 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.

22. 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.

23. 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.

24. Board Evaluation

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.

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 ful llment 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.

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 ful llment 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.

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).

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.

25. Policies of the Company

Your Company has posted the following documents on its website www.hitkitglobal.com.

a) Code of Conduct and Ethics

b) Whistle Blower Policy (Vigil Mechanism)

c) Related Party Transaction Policy

d) Familiarisation Programme for the benefit of the Independent Directors e) Nomination and Remuneration Policy

f) Policy for determining materiality of events

g) Policy for determining "material subsidiary" of the company.

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

The company received the order from SEBI dated May 21,2018 confirming the following directions:

a) The trading in securities of HKGSL shall be reverted to the status as it stood prior to issuance of letter dated August 7, 2017 by SEBI.

b) Stock Exchange shall appoint an independent auditor to conduct forensic audit of the financials of HKGSL to establish their genuineness.

c) The limitation on the transfer of shares held by the Promoters and Directors as mentioned in para 1(b) of SEBIs letter dated August 07, 2017 is removed.

d) The other actions envisaged in SEBIs letter dated August 07, 2017 in para 1 (d) as may be applicable, and the consequential action taken by Stock Exchanges shall continue to have effect against HKGSL.

During the year forensic auditor were appointed by the SEBI and all the required documents were submitted by the company. No further order received by the company from SEBI till date

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.

27. Auditors of the Company

a. Statutory Auditor

i. 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 appointed 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,

ii. 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, 2019.

b. Secretarial Auditor

i. 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 2018-19 given by Mrs. Monika Thanvi in the prescribed form MR-3 as "ANNEXURE-1"to this Report.

ii. The Management reply for the observation raised by the Secretarial Auditor is as under:

Observation Reply
The Composition of Nomination and Remuneration Committee was not as per Section 178 of Companies Act, 2019 till September Quarter. However, Company has complied with the said provisions by reconstituting the same with effect from the conclusion of board meeting dated 13.11.2018. The Company is exempted from Regulation 19 of (Listing Obligation and disclosure Requirements) Regulations, 2015 Company was finding for the suitable candidate and thereafter appointed Mr. Gopal Vyas and Mrs. Premlata Purohit w.e.f.13.11.2018 and complied with same.
Your Company is exempted from Regulation 17 to Regulation 27 of LODR being its paidup Share Capital less then 10 crore and Net worth less then 25 crore as per clause 2 of Regulation 15 of LODR.
The Company has appointed woman director w.e.f. 13.11.2018 on the board in compliance with SEBI LODR Regulation 17 and section 149 read with Rule 3 of Companies (appointment and Qualification of Directors) Rules, 2014 of Companies act, 2013. Company was unable to find suitable candidate for the same and thereafter appointed Mrs. Premlata purohit and complied with the same as per Companies Act, 2013.
Your Company is exempted from Regulation 17 to Regulation 27 of LODR being its paid up Share Capital less then 10 crore and Net worth less then 25 crore as per clause 2 of Regulation 15 of LODR.
The Company has not complied with the provisions of Section 117(3) of Companies Amendment Act, 2017 with regard to delay in filing of MGT 14 for the resolutions passed under section 179(3) of the act in Board Meeting dated 25.5.2018 and 13.08.2018. Company has inadvertently missed the filing of the mentioned E-forms with ROC and thereafter filed the same at later date.
Mr. Amit Khandelwal , Non executive Chairman and Independent Director of the Company has not complied with Rule 12A of Companies(Appointment and Qualification of Directors) Amendment Rules, 2018 and there after resigned we.f. 30.3.2019. Due to his pre occupancy with other assignments, Mr. Amit Khandelwal was intending to resign the Company and thereafter resigned w.e.f.30.3.2019.
Lease and Licence agreement being provided by the Company with M/s Aambey Valley Mountains Private Limited regarding Lease of Monsoon Lake and Water sports dated 27th October, 2018 was not registered and since operations of Monsoon Lake have not commenced as on 31.3.2109 the Company will execute the final Registered Lease Deed by paying appropriate stamp duty for the same, on commencement of operations of the Monsoon Lake in the FY 2019-20 and shall be registered with Sub Registrar of Assurances in terms of the Registration Act, 1908 and Transfer of Property act, 1882. Company will execute the final Registered Lease Deed by paying appropriate stamp duty for the same, on commencement of operations of the Monsoon Lake in the FY 2019-20.

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 14th August, 2018 appointed M/s. Motilal & Associates, Chartered Accountants as Internal Auditor of the Company for conducting internal audit 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.

28. 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.

29. 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-5 to this Report.

30. Corporate Governance Report

Corporate Governance Report together with a certificate from Statutory Auditors Regarding Compliance of the conditions of Corporate Governance as per the requirement of SEBI (LODR) Regulations, 2015 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".

31. 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.

32. Managements Discussion and Analysis Statement

The Management Discussion and Analysis for the year 2018-19, as required under SEBI (LODR) Regulations, 2015, are given in separate section forming part of the Annual Report.

33. Statutory Disclosures

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

34. 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 31st 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.

35. 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 in uence 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.

36. 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 cooperation 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.

On behalf of the Board For Hit Kit Global Solutions Limited

sd/- sd/-
Kamal Agrawal Premlata Purohit
Managing Director Non Executive Chairman
Place: Mumbai,
Date: August 13, 2019.