As on: May 09, 2025 12:51 PM
To, The Members,
Hi-Klass Trading and Investment Limited Mumbai
Dear Shareholders
Your directors have pleasure in presenting their Thirty-First Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.
Financial Highlights:
During the year under review, performance of your Company as under:
Review of Operations
During the year under review the Company has recorded a total revenue of Rs. 19,929/-in hundreds as compared to Rs 26,127 in hundreds/- in the previous year. The Company has recorded a net loss of Rs. (117,972) in hundreds /- as compared to previous year net loss of Rs. (17,889) /- in hundreds.
Prospects:
Hi-Klass Trading and Investment Ltd, the Company is Registered NBFC with the Reserve Bank of India, and has obtained listing of equity shares on BSE (“BSE Ltd”) w.e.f. 31.01.2019, since the Ahmedabad Stock Exchange and Pune Stock Exchange have become a derecognised Stock Exchange's in India.
The banking sector in India is witnessing vital fundamental reforms in which Non-Banking Financial Companies ("NBFC"/ "NBFCs") have been playing a very important role from the macroeconomic perspective. NBFCs have shown considerable growth in the last couple of years and as an impact they have created their own position in the banking sector promising a rising future in the years to come.
NBFCs have steadily expanded their share of total credit in the country. They have developed innovative and customised financial products and solutions that are delivered efficiently to fulfil customer aspirations. The implementation of various government initiatives to improve financial inclusion will further support the growth of NBFCs. With private consumption growing at a robust pace and a visible upswing in investments, NBFCs are well positioned to maintain their growth trajectory.
Share Capital
The Company has 31,062,000/- Equity Share Capital for the Financial Year ended March 31, 2024.
Dividend and Reserve:
The Directors did not recommend any dividend for the Financial Year ended 31st March, 2024. During the year under review, no transfers were made to General Reserve. The Company was not required to Transfer of Unclaimed Dividend to Investor Education and Protection Fund.
Material Changes & Commitments
There are no material changes & commitments affecting the financial position of the Company during the Financial Year 2023-24 and from the end of Financial Year 31st March 2024 till the date of this report.
Internal Financial Control Systems:
1. The Company has appointed Internal Auditor to observe the Internal Controls who regularly monitors if the workflow of the organization is being done through the approved policies of the Company.
2. The Board of Directors of the Company has adopted various policies like Related Party, Whistle Blower Policy, and other procedures for ensuring the orderly and efficient conduct of its business. The Company system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, safeguarding of its asset, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of financial information.
Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company's Operations in Future
During the period under review, your company doesn't receive any such kind of order from the regulator or Courts or Tribunals.
Details in Respect of Adequacy of Internal Financial Controls with reference to the Financial Statements
During the period under review, your company has adequate Internal Control.
Subsidiary/Joint Ventures and Associates
The Company has no joint ventures with any other entities, nor have any associates or subsidiary.
Change in Management
During the year Shri Lourdusamy Albert Karunakaran, (DIN: 06506542) and Shri. Ramasamy Rajasekar (DIN: 10104639) was appointed as an additional Director of the company w.e.f August 21, 2023 and Smt. Monica Sanket Khemuka (DIN: 08034330) and Smt. Papri Ghosh (DIN: 09071577) had resigned from the post of independent director w.e.f August 21,2023. In the annual General Meeting held on 29.09.2023 the both the additional directors Lourdusamy Albert Karunakaran, (DIN: 06506542) and Shri. Ramasamy Rajasekar (DIN: 10104639) were regularize and designation was changed from additional independent Director to Director.
During the year Smt. Diksha Chainwala Surana, (DIN: 09683578) and Kumari. Sanskkrity Jaiin (DIN: 10374325) was appointed as an additional Director of the company w.e.f November 01, 2023 and Sri. Lourdusamy Albert Karunakaran, (DIN: 06506542) and Sri. Ramasamy Rajasekar (DIN: 10104639) had resigned w.e.f November 01, 2023.
During the year postal Ballot was done for Regularization of Additional Director, Mrs Diksha Chainwala Surana, (DIN: 09683578) and Ms. Sanskkrity Jaiin (Din: 10374325) by appointing them as a Non-Executive Independent Director of the Company and w.e f January 29,2024.
Deposits
The Company has not accepted any deposits under the provisions of section 73 of the Companies Act 2013 during the any of the previous Financial Years as well as Financial Year 2023-24.
Auditors Statutory Auditors
Biswas Dasgupta Datta and Roy (Firm Registration Number: 302105E) Chartered Accountants, 10 Government Place (East) Ezra Mansion Room No 21, Esplanade, Kolkata 700 069 appointed as the Statutory Auditors of the Company commencing from the conclusion of Annual General Meeting held on 30.11.2021 till the conclusion of AGM to be held in the financial year 2025-26.
The Independent Audit Report does not contain any qualification: -
Internal Auditors
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Account) Rule 2014, Company is required to appoint Internal Auditors. M/s DS Associates, Chartered Accountants (FRN: 317063E) re-appointed as Internal Auditor of the Company for the year (2024-25).
Details of Frauds reported by Auditors'
No frauds have been reported by auditors hence no disclosures are required under the provisions of Section 143 of the Companies Act 2013 and the rules made thereunder.
Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo
The information relating to conservation of energy, technology absorption & foreign exchange earnings & outgo by the Companies annexed to the report as “Annexure - A”
Extract of Annual Return
The extract of the Annual Return in Form MGT 9, as required under Section 92 of the Companies Act 2013, is in the website www.hiklass.co.in as “Annexure B”.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as “Annexure - C”.
Corporate Social Responsibility
The provisions of the Companies Act, 2013, relating to CSR expenditure are not applicable to the Company.
Details of Directors and Key Managerial Personnel:
During the financial year 2023-24, The Company has a well-structured Board consisting of 4 Directors and One CFO & one Company Secretary.
a) Statement on declaration given by Independent Directors under Section 149(6)
Your Company has received declarations from all the Independent pursuant to Section 149 (7) of the Companies Act, 2013 of the Company confirming that they meet the criteria of interdependence as prescribed both under Section 149 (6) of the Companies Act, 2013 read with rules made there under and Regulation 16 (1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
b) Change in Key Managerial Personnel:
During the year no changes taken place in Key Managerial Personnel.
C) Board Annual Evaluation:-
The Board shall include a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.
Familiarization Programme undertaken for Independent Directors
The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. pursuant to Regulation 25 (7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 on appointment, the Independent Director is issued a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The Directors also explained in detail the various compliances required from him to act as a Director under the various provisions of the Companies Act, 2013, SEBI (LODR) Regulation, 2015, SEBI (Prohibition of Insider Trading) Regulation, 2011, the Code of Conduct of the Company and other relevant regulations. The details of familiarization are available on Company's website www.hiklass.co.in.
Number of Meetings of Board of Directors
The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013. During the year, 8 meetings of the Board of directors were held during the financial year 2023-24 on following dates: 26th May, 2023, 9th August, 2023, 21st August, 2023, 28h August, 2023, 1st November, 2023, 7th November 2023, 9th November, 2023 and 12th February, 2024.
Vigil Mechanism/ Whistle Blower Policy:
The Company has established an effective Whistle Blower Policy person to the Companies Act, 2013 and SEBI listing Regulation, 2015. The said policy may be referred to at the company's website at the following web link www.hiklass.co.in. It aims at conducting the affairs of the Company in a fare and transparent manner by adopting the highest standard of professionalism, honesty, integrity, and ethical behaviour. All permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees to report concern about un-ethical behaviour, actual or suspected fraud or violation of code of conduct an ethics. It also provides for educate safeguards against the victimization of employees who able the mechanism to allow direct access to the Chairman of the Audit Committee in exceptional cases.
Particulars of Loans, Guarantees or Investments under Section 186
During the period under review, your company does not have any transaction relating to loans, guarantee or investments under section 186.
Particulars of Contracts or Arrangements with Related Parties
During the period under review, your company does not have any Contract or arrangement referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions.
Managerial Remuneration
A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Not Applicable
B) Details of every employee of the Company as required pursuant to 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During the period under review, No employee (s) fall under Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report.-NA
During the period under review, No Director (s) of the Company except Mr. Sanjay Kumar Jain, Managing Director of the Company drawing remuneration.
Independent Director are receiving sitting Fees for attending the Board Meeting.
Deposits:
Your Company has not accepted any Fixed Deposit under Chapter-V of the Companies Act, 2013 during the financial year and as such, no amount on account of Principal or Interest on Deposits from Public was outstanding as on March 31, 2024.
Corporate Social Responsibility:
In pursuance of the provisions of Section 135 of the companies Act 2013, the CSR provisions were not applicable to the Company.
Code of Conduct:
The Board of Directors has approved a code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day operations of the Company in accordance with the applicable Accounting Standards. The code laid down by the Board is known as “Code of Conduct”. The code has been posted on the Company's website www.hiklass.co.in
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 Company's 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.
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:
The Company has formulated a policy for the prevention of sexual harassment within the Company. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Internal Complaint Committee have been constituted which is chaired by a female employee of the Company in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2023-24 A copy of the Policy against sexual harassment is posted on the Company's Website www.hiklass.co.in.
Details of Application made or proceedings pending under Insolvency and Bankruptcy Code 2016:
During the year under review there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.
Details of difference between Valuation amount on one Time settlement and Valuation while availing loan from Banks and Financial Institutions
During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.
Corporate Governance
The Regulation 27(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance is not applicable to the Company, as company falls under criteria of Regulation 15 (2) (a) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the paid-up capital of the company being less than Rs.10 crore and net worth being less than Rs. 25 crore, the threshold limit as prescribed therein.
Secretarial Audit and Secretarial Audit Report
During the period under review, Secretarial Audit Report given by Mayur More Proprietor of M/s MAYUR MORE & ASSOCIATES, Company Secretaries shall be annexed with the report as “Annexure-D”
Transfer of Amounts to Investor Education and Protection Fund:
Pursuant to applicable provisions of the Companies Act, 2013 (“the Act) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company did not have any funds lying unpaid or unclaimed. Therefore, there was no funds which were required to be transferred to Investor Education and Provident fund (IEPF).
Risk Management Policy
The Board of Directors of the Company has formulated a Risk Management policy which aims at enhancing shareholders value and providing an optimum risk reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. In the opinion of the Board, none of the risks faced by the Company threaten the existence of the Company.
Listing
The shares of the company are listed at Bombay Stock Exchange Limited. Listing fees of BSE is paid for the year 2023-24.
Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Particulars of Employees and Related Disclosures:
Disclosures pertaining to remuneration and other details under Section 197(12) of the act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed as Annexure-E. However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to the Members and others entitled thereto, excluding the disclosure on particulars of employees 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 the ensuing Annual General Meeting.
Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.