hit kit global Directors report

To,

The Members,

HIT KIT GLOBAL SOLUTIONS LIMITED

Your Directors are pleased to present their 35^thAnnual Report of the Company on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.

FINANCIAL RESULTS

(In Rupees)

Particulars	For the Year ended 31st March, 2023	For the Year ended 31st March, 2022
TOTAL REVENUE	53,08,920	40,47,747
Net Profit/ Net Loss Before Providing for Depreciation and Tax	52,717	(12,66,113)
Less: Depreciation	00	2,403
Profit after Providing for Depreciation and before tax	52,717	(12,68,516)
Add / (Less) Provision for:
A) Deferred Tax	00	(3,31,519)
B) Income Tax	13,706	00
C) Tax in respect of earlier year	00	00
Profit/(Loss) after Taxation	39,011	(9,36,997)

BRIEF DESCRIPTION OF THE COMPANYS STATE OF AFFAIRS:

Current Years Operation: Gross revenues from operations have increasedtoRs.53,08,920/- against Revenue of Rs. 40, 47,747/- in the previous year.

The Company has for the year ended 31^st March, 2023 made a net profit of Rs.39,011/-as compared to previous year Net loss Rs9,36,997/-after providing for taxation.

DIVIDEND

In view of future growth of the Company and for future prospects, your Directors did not recommend any dividend for its equity shareholders for the year ended 31^st March, 2023.

MATERIAL CHANGES AND COMMITMENTS:

No material changes or commitments affecting the financial position of the Company have taken place from March 31, 2023 till the date of this report.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFERS TO RESERVES:

In view of accumulated losses, the Company was not required to transfer any amount to the Reserves.

SHARE CAPITAL

During the year there has been no change in Authorized Share Capital of the Company. The Companys Authorized Share Capital is Rs. 9,00,00,000/- (Rupees Nine Crores only) comprising of 4,50,00,000 (Four Crore Fifty Lakh) Equity Shares of Rs. 2/- each.

The Companys paid-up capital is Rs. 7,40,00,000/- (Rupees Seven Crore Forty lakhs only) comprising of 3,70,00,000 (Three Crore Seventy Lakhs Only) Equity Shares of Rs. 02/- each fully paidup.

During the year there was no change in Share capital of the Company.

DETAILS OF SUBSIDIARY / IOINT VENTURE/ASSOCIATES COMPANY

Pursuant to provisions of Companies Act, 2013 Company does not have any Subsidiary/ Associate Companies.

Joint Venture:

The Company has a Joint Venture (A.O.P) in the name of Engineers India Associates for construction of resort near Lonavala Dist. Pune. However, the commercial operations are yet to Commence, awaiting development permissions from concerned authorities and local bodies.

Details of Joint venture is annexed in this report in prescribed form AOC-1 as Annexure A.

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 Financial Statements provided in this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the Companys operations through monitoring and standard operating procedures.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION,

The Company has no foreign exchange earnings and outgo. Further, there are no significant expenses on conservation of energy and technology absorption during the year and hence reporting under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is not applicable.

EMPLOYEES RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

Further during the year, the Company considering the health and safety of employees and advisories, orders and directions issued by central and state governments to restrict the novel corona virus, the Company implemented a work from home facility to ensure employees safety.

DIRECTORS:

Declaration by an Independent Directorfs) and Re- Appointment:

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1) (b) the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Appointment and Cessation:

1) Mr. Cornelio Lobo John (DIN: 08285540) holds office as an Independent Director upto the completion of ensuing Annual General Meeting.

2) Mr. Praveen Sharma has resigned from the post of Chief Financial officer w.e.f 20^th April,2023.

3) Mrs.Maria Lobo was appointed as Additional Director of the Company on 28^th August, 2023. Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Ramamurthy Guravai Shetty retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Board evaluation:

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance valuation of the Board ,its Committees and individual directors including Independent Directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties,obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, based on the pre determined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made thereunder, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

MEETINGS OF THE BOARD:

The Board met Seven(7) Times during the Financial Year 2022-23.

The Board Meeting held are as follows:

11.05.2022

30.05.2022

13.08.2022

26.08.2022

27.10.2022

14.11.2022

10.02.2023

AUDIT COMMITTEE:

The Company has an Independent Audit Committee which has been formed in pursuance of Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Section 177 of the Companies Act, 2013. The Primary objective of the committee is to monitor and provide effective supervision of the managements Financial reporting process to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting.

Four Audit Committee Meetings were held during the year as below:

30.05.2022

13.08.2022

14.11.2022

10.02.2023

The Following are the Members of the Audit Committee:

Name	Designation	Category
Kamal Mohanlal Agrawal	Chairman	Executive Director
Mrs. Premlata Purohit	Member	Non -Executive Independent Director
Mr. Ramamurthy Shetty	Member	Non- Executive Non- Independent Director

NOMINATION AND REMUNERATION COMMITTEE:

The purpose of this committee of the Board of Directors (the Board) shall be to discharge the Boards responsibilities related to nomination and remuneration of the Companys Directors and Key managerial personnel. The Committee has the overall responsibility of approving and evaluating the nomination and remuneration plans, policies and programs for Directors and Key managerial personnel.

Two Nomination and Remuneration Committee Meetings were held during the year as below:

13.08.2022

27.10.2022

The Following are the members of the Nomination and Remuneration Committee:

Name	Designation	Category
Mrs. Premlata Purohit	Chairman	Non -Executive Independent Director
Mr. Ramamurthy Shetty	Member	Non- Executive Non- Independent Director
Cornelio Lobo (Upto ensuing Annual General Meeting)	Member	Non -Executive Independent Director
Mrs. Maria Lobo (appointed w.e.f 28.09.2023)	Member	Non -Executive Independent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee reviews shareholders complaints and resolution thereof. The Committee expresses satisfaction with the Companys performance in dealing with investor grievances and its share transfer system. Details of the changes in composition and attendance of Members of the Stakeholder relationship Committee during the year 2022-23 are as follows:

Four Stakeholder relationship Committee Meetings were held during the year as below:

30.05.2022

13.08.2022

14.11.2022

10.02.2023

The Following are the Members of the Stakeholder relationship Committee:

Name	Designation	Category
Kamal Mohanlal Agrawal	Chairman	Executive Director
Mrs. Premlata Purohit	Member	Non -Executive Independent Director
Mr. Ramamurthy Shetty	Member	Non- Executive Non- Independent Director

INDEPENDENT DIRECTORS:

Independent Directors play an important role in the governance processes of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision making process at the Board with different points of view and experiences and prevents conflict of interest in the decision making process.

None of the Independent Directors serves as "Independent Directors" in more than seven listed companies. No person has been appointed or continuing as an Alternate Director for an Independent Director of the Company.

Based on the disclosures received from all the Independent Directors and also in the opinion of the Board, the Independent Directors fulfills the conditions specified in SEBI (LODR) Regulations, 2015 and are independent of the management.

During the year under review, the Independent Directors met on 10.02.2023interalia:

• To review the performance of the Non-Independent Directors (Executive Directors);

• To review the performance of the Board of the Company as a whole;

• To review the performance of Chairman of the Company taking into account the views of Executive Directors on the same;

• To assess the quality, quantity and timeliness of flow of information between the Company management and the Board. They expressed satisfaction at the robustness of the evaluation process, the Boards freedom to express views on the business transacted at the Meetings and the openness with which the Management discussed various subject matters on the agenda of meetings.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

• In the preparation of the annual accounts, the applicable accounting standards have been followed.

• The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

• The Directors have 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.

• The Directors have prepared the annual accounts on a going concern basis.

• 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.

• The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the Financial Year were on an arms length basis and were in the ordinary course of business as part of Companys philosophy of adhering to highest ethical standards, transparency and accountability. These transactions are not likely to have any conflict with Companys interest.

All Related Party Transactions up to March 31, 2023 were placed before the Audit Committee and the Board for Approval. Also, prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for the Financial Year 2022-23. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its review on a quarterly basis. The particulars of transactions between the Company and its related parties as per the Accounting Standard-18 are set out in Notes to Accounts in the Financial Statements annexed with this report.

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Companys website at https://www.hitkitglobal.com/img/pdf/Related%20Party.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under report, the Company had filed appeal against the order of SEBI dated 28 Feb 2022.

In the Final Order passed by SAT on 19^th July 2023, the Company was partially and all the directors (other appellants in the matter ) were absolutely exonerated from the penalties levied vide SEBI Order dated 28^th February, 2022. The penalties on Company were reduced down to INR 15 Lakhs for non-compliance of LODR Regulations only. The penalties on all other appellants in the matter was completely waived off.

To summarize, the Company has received the final Order on 19^th July, 2023 stating that there was no misappropriations of Funds and the violations under SEBI LODR was not intentional and therefore the penalty amount was reduced to Rs. 15 lakhs and the applications were disposed off accordingly.

MANAGERIAL REMUNERATION:

Details of Remuneration to Directors and Key Managerial Personnel during the F.Y.2022-23 :

Sr. No. Name of the Director/ KMP	Remuneration			Sitting Fees	Bonus / Commission	Total
	Basic Salary	Benefits	Tot al Fixed Salary
1 Kamal Agrawal	-	-	-	-	-	-
2 Premlata Purohit	-	-	-	61,400		61,400
3 Cornelio Lobo John	-	-	-	10,000	-	10,000
4 Ramamurthy Guravai Shetty	-	-	-	-	-	-
5 Khushboo Harsh Doshi	2,16,000	-	-	-	-	2,16,000

* There is no remuneration paid to the CEO and Mr. Ramamurthy Shetty of the Company during the Financial Year.

1. The Ratio of the remuneration of each Director to the median of the employees of the

Company for the Financial Year:

Since there is no change in the remuneration paid to Directors and employees of the Company during the year, ratio of median is not applicable.

Note: The Independent Directors do not receive any remuneration except sitting fees.

2. The Percentage increase in the remuneration of each Director, CFO, CEO, CS and Manager, if any of the Company during the Financial Year:

During the Financial Year there is no change in the remuneration of Directors, hence Not Applicable.

3. There was no change in median remuneration of the employees in the financial Year.

4. As on 31^stMarch 2023, there were a total of 6 employees on the payroll of the Company.

5. There was no increase in remuneration of the employees in the Financial Year 2022- 23 as compared to the Financial Year 2021-22.

It is affirmed that the remuneration is as per the remuneration policy of the company.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

Sr no. Particulars	2021-2022	2022-2023
1. Foreign Exchange Earnings :	NIL	NIL
[Export of Goods(F.O.B.)]
2. Foreign Exchange Outgo:	NIL	NIL
Traveling
Professional Fees
Imports
Raw - Materials on C.I.F.
Trading Goods on C.I.F

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has prepared policy and has put in place vigil Mechanism for directors and Employees of the Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITORS:

M/s B.M Gattani& Co., Chartered Accountant (FRN No:113536W) was appointed as the Statutory Auditor of the Company to hold for a term of 5 years till the Annual General meeting to be held in the F.Y. 2022-2023.

M/s B.M Gattani, Chartered Accountant has further provided their consent to get re-appointed as the Statutory Auditor of the Company for further period of 5year at their Board meeting held on 28th August,2023 from the Conclusion of 35^th Annual General Meeting till the Conclusion 41^stAnnual General Meeting to be held in the F.Y.2027-2028.

The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

The Auditors of the Company have not reported any fraud as specified under second proviso of Section 143 (12) of the Companies Act, 2013.

SECRETARIAL AUDIT:

The provision of Section 204 read with section 134(3) of the companies Act, 2013. The Board had appointed M/s Pooja Gandhi & Company, Practicing Company Secretary, as the Secretarial Auditor for the year 2022-2023 and their report is annexed to this Report as "Annexure B".

The Boards comments on the observations made in the Secretarial Audit Report (MR-3) are as follows:

1. The Nomination & Remuneration Committee is not duly re-constituted as per provisions of: Section 178 of Companies Act,2013 and as per SEBI (LODR)due to the reason that Mr. Cornelio Lobo John (DIN: 08285540) was appointed as an Additional Non - Executive Independent Director w.e.f 27.10.2022. However, the Company has failed to regularize him within 3 months from his appointment Mr. Cornelio Lobo, hence his office as Director stands vacated as per Companies Act, 2023.

Management Response: The company will ensure that composition of the Board is in compliance with the guidelines.

3. Mr. Kamal Agrawal (DIN:07646000) who was appointed as Managing Director & CEO for a term of 5 years till 11.11.2020 .However, he was not re-appointed as Managing Director in the Year 2020 for further period of 5 years.

Management Response: The Company has inadvertently missed the same. Further, the company will ensure that composition of the Board is in compliance with the guidelines.

4. The Company has not Complied with System Driven Disclosures to the Depositories as SEBI/CIR/CFD/DCR1/CIR/P/2018/85 dated May 28,2018 followed by circular SEBI/CIR/CFD/DCR1/CIR/P/2020/181 dated September,23 2020.

6. The Company has not complied with LODR 34(3) read with Schedule V of with regard to B (1)

(i) regarding Key Financial ratios not disclosed in Annual Report of FY2021-22.

Management Response: The Company has inadvertently missed the same. However the ratios were duly disclosed in the Financials in Annual Report for FY 2021-22.

7. Except Mrs. Premlata Purohit, none of the other Independent Directors are registered on IICA portal for Independent Director database.

Management Response: The Company shall inform the concerned directors on the same and suggest them to register on the said portal at earliest.

8. In the matter of SEBI order dated 28 Feb 2022, the Company had appealed against the same before Honble SAT, Final Order of Honble SAT has been passed on 19^th July 2023 reducing the penalties on Company and exonerating all the other appellants.

Management Response: The Company has preferred an Appeal against the said SEBI Order and deposited an amount of Rs 35,00,000 to admit the appeal before Honble SAT. Further, the Company has got final SAT order on 19^th July, 2023, stating that the violations of LODR were not intentional and the penalty amount was reduced to nominal amount. All other appellants in the matte were exonerated.

ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed atwww.hitkitglobal.com.

RISK MANAGEMENT POLICY:

The Board has adopted risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to companys policy, safeguarding of its assets, Prevention detection fraud and error etc.

COST AUDIT:

As per the Rules made by Central Government for the maintenance of cost record under section 148 (1) of the Companies act, 2013, does not apply in respect of Companys Business.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 a Report on Corporate Governance Report is not applicable to the Company as it does not fall under the criteria of Paidup Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the Companys shares are listed.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

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

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

SAFEGUARD AT WORKPLACE:

The management takes due care of employees with respect to safeguard at workplace. Further, No complaints are reported by any employee pertaining to sexual harassment.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

	By order of board of directors,
	Hit Kit Global Solutions Limited
	sd/-	sd/-
	Kamal Mohanlal Agrawal	Ramamurthy Guravai Shetty
Date: 28.08.2023	Managing Director	Director
Place: Mumbai	DIN: 07646000	DIN:08429776