Hit Kit Global Solutions Ltd Directors Report.

To The Members

Hit Kit Global Solutions Limited,

Yours Company’s Directors are pleased to present 33rd Annual Report of the Company, along with Audited Accounts, for the financial year ended March 31st, 2021.

1. Financial Performance

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

Particulars

(Rs. In Lakhs)

31.03.2021 31.03.2020
Gross Revenue 37.41 35.79
Operating Profit before Interest, Depreciation and Amortization and Tax 0.88 1.01
Interest - -
Depreciation 0.61 0.18
Profit before tax (PBT) 0.88 1.02
Provision for Taxation - -
Profit after tax (PAT) 0.88 1.02

b) Operations & Performance of the Company

During the year under the review, the Company has recorded gross revenue of Rs. 37.41 lakhs as against Rs. 35.79 lakhs in the previous year. After offsetting the expenses the company made a profit after tax of Rs.0.88 lakhs against Profit of Rs. 1.02 lakhs in the previous year.

The Earning per Share (EPS) for the year was Rs.0.0024 as against Rs. 0.0028 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:

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 2020-21

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 Subsidiary Or Associates Company as on 31st March, 2021.

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 1".

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 2020-21, total Five (5) Board Meetings were held on; 29TH June, 2020, 31st August, 2020; 15thSeptember, 2020; 11th November, 2020; 15th February, 2021. 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 Independent Director 5 Yes
Mr. Kamal Agarwal Managing Director and CEO 5 Yes
Mr. Nishant Jain* Additional Executive Director 2 Not Applicable
Mr. Ramamurthy Shetty Non-Executive Independent Director 5 Yes

* Mr. Nishant Jain appointed w.e.f. 12.11.2020

b) Audit Committee Meeting:

During the financial year 2020-21, total Four (4) Audit Committee Meetings were held on 29th June, 2020; 15thSeptember, 2020; 11th November, 2020; and 15th February, 2021.

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 2020-21 are as follows:

Chairperson: Premlata Purohit

Members: Nishant Jain Ramamurthy Shetty

Nishant Jain w.e.f. 12.11.2020

Attendance:

Name of the Director Category Number of Committee Meeting Attended Attended Last AGM
Mrs. Premlata Purohit Independent Director 5 Yes
Mr. Nishant Jain* Additional Executive Director 2 Not Applicable
Mr. Ramamurthy Shetty Independent Director 5 Yes

*Mr. Nishant Jain appointed w.e.f. 12.11.2020.

(a) TERMS OF REFERENCE:

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

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

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

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

iv. 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.

v. Scrutiny of Corporate Loans and Investments.

vi. Valuation of undertakings or assets of the Company wherever it is necessary. vii. Evaluation of internal financial controls and risk management system.

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

ix. 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, 2021.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 & Compensation Committee Meeting:

During the Financial Year 2020-21, total four (4) Nomination & Remuneration Committee Meeting was held on 29th June, 2020; 15thSeptember, 2020; 11th November, 2020; and 15th February, 2021.

The Company has constituted Nomination & Remuneration Committee. The details of the Composition of the Nomination & Remuneration Committee are as follows: Chairperson: Premlata Purohit Member: Ramamurthy Shetty

Nishant Jain w.e.f. 12.11.2020

Attendance:

Name of the Director Category Number of Committee Meeting Attended Attended Last AGM
Mrs. Premlata Purohit Independent Director 4 Yes
Mr. Ramamurthy Shetty Non-Executive Director 4 Yes

(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.

16. Matters Related To Directors and Key Managerial Personnel

a. Board of Directors

During the year 2020-21, Board of Directors met Five Times viz. on 29th June, 2020, 31st August, 2020; 15thSeptember, 2020; 11th November, 2020; and 15th February, 2021. 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. Nishant Jain (DIN: 08442427) was appointed as Additional Director in terms of section 161 of the Companies Act. w.e.f 12th December, 2020 and holds office up to of ensuing Annual General Meeting date.

Mrs. Varsha Shah (DIN: 08856197) has been appointed as the additional Independent Directors with effect from 31st August, 2020. Further, she resigned w.e.f. 11th November, 2020.

Mrs. Khushboo Doshi (ACS: A36160), Company Secretary and Compliance Officer of the Company appointed by Board of Directors with effect from 11th November, 2020.

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.

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:

Mrs. Khushboo Doshi (ACS: A36160), Company Secretary and Compliance Officer appointed in the Year 2020-21 w.e.f. 11th November, 2020.

ii. Resignation

No Resignation throughout the year 2020-21.

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

During the financial year 2020-21, 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 2021 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, 2021 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 Independent Directors constitutes majority.

20. Nomination and Remuneration Committee

The Company’s 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, 2021 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 Company’s 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 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.

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 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.

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 www.hitkitglobal.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

M/s. B.M. Gattani & Co., Chartered Accountants, (FRN:-113536W) holds office as Statutory Auditors of the Company till the AGM of the Company to be held in 2022.

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, 2021.

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. Manish Vyas & Associates (membership number: A53817) Practicing Company Secretary, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2020-21 given by M/s. Manish Vyas & Associates in the prescribed form MR-3 as ANNEXURE-2 to this Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Manish Vyas & Associates, Company Secretary in Practice, in secretarial audit report. However, There are few observations made by secretarial auditor which is self explanatory in Secretarial Audit Report.

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, 2021 appointed M/s. Motilal & Associates, Chartered Accountants as Internal Auditor of the Company for conducting internal audit for the year 2021-22 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.

30. 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.

31. 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 uploaded on website of the Company at www.hitkitglobal.com.

32. 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, 2021. Hence, the Corporate Governance Report is not included in this Report.

33. 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.

34. Particulars Of Employees:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure 3.

35. Management’s Discussion and Analysis Statement

The Management Discussion and Analysis for the year 2020-21, as required under SEBI (LODR) Regulations, 2015, are given in separate section forming part of the Annual Report as Annexure 4.

36. 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, are placed on the Company’s website www.hitkitglobal.com.

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.

There is no Remuneration to the Directors of the Company. There are only 4 employees on the rolls of the Company as on 31.3.2021.

There is no increase in managerial Remuneration to that of other employees of the Company.

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.

37. 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 33rd 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.

38.Cautionary Statement

Statements in the Board’s Report and the Management Discussion & Analysis describing the Company’s 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 Company’s 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.

39.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, Company’s bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming year.

On behalf of the Board
Place: Mumbai, For Hit Kit Global Solutions Limited
Date: September, 01, 2021 sd/- sd/-
Kamal Agrawal Premlata Purohit
Managing Director Non -Executive Chairman