• OPEN AN ACCOUNT
Indian Indices
Nifty
16,858.60 -148.80
(-0.87%)
Sensex
56,439.83 -158.45
( -0.28%)
Bank Nifty
37,759.85 -599.30
( -1.56%)
Nifty IT
27,067.65 63.50
( 0.24%)
Global Indices
Nasdaq
11,051.64 222.14
(2.05%)
Dow Jones
29,683.74 548.75
(1.88%)
Hang Seng
17,250.88 -609.43
(-3.41%)
Nikkei 225
26,422.05 248.07
(0.95%)
Forex
USD-INR
81.56 0.03
(0.04%)
EUR-INR
78.44 -0.14
(-0.17%)
GBP-INR
87.75 0.64
(0.74%)
JPY-INR
0.56 0.00
(-0.22%)

EQUITY - MARKET SCREENER

Hi-Klass Trading & Investment Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
542332
INE302R01024
4.9712295
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
3.49
EPS(TTM)
Face Value()
Div & Yield %
0
5
0
 

As on: Sep 29, 2022 01:20 PM

To,

The Members,

Hi-Klass Trading and Investment Limited Mumbai

Your directors have pleasure in presenting their Twenty-Eight (28th) Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2021.

FINANCIAL RESULTS:

Particular 2020-21 (Rs in Lakhs) 2019-20 (Rs in Lakhs)
Total Income 13.20 14.42
Profit/(loss) before Depreciation -116.06 2.13
Less: Depreciation & Amortization 0.01 0.01
Profit / (Loss) before tax -116.05 2.12
Provision for tax net off Differed Tax 0.01 0.53
Earlier Tax provisions written back Nil Nil
Profit / (Loss) after Taxation -116.07 1.59

Performance and Future 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.

Dividend and Reserve:

The Directors did not recommend any dividend for the Financial Year ended 31st March, 2021.

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 2020-21 and from the end of Financial Year 31st March 2021 till the date of this report.

Internal Financial Control

The Company has effective internal financial control and risk mitigation system which are constantly assessed and strengthened. The Internal Auditors periodically reviews the effectiveness of the Internal Financial control. Further, same is reviewed by the Audit committee and suggestions are made for improvement.

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 has any associates or subsidiary.

Change in Management

Pursuant to the Share Purchase Agreement and the applicable SEBI ( Substantial Acquisition of Shares and Takeovers ) Regulations, 2011 , the public announcement was made by the acquirer subsequently Company got the RBI approval for change of management on dated on December 11, 2020 and the change of Management was done and Mr. Sanjay Kumar Jain and Mrs. Suman Jain acquired the Company and became the new promoter of the Company.

The new Promoters Mr. Sanjay Kumar Jain and Mrs. Suman Jain acquired shares from old Promoters on dated May 28, 2021.

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 2020-21.

Auditors' Report

The Statements made by the Auditors in their report are self-explanatory and doesn't require any comments by the Board of Directors.

Statutory Auditors

Your attention is invited that, M/s BISWAS DASGUPTA DATTA & ROY. Chartered Accountants, (FRN 302105E) is appointed as Statutory Auditors in place of M/s R.R. Gawande & Co, (ICAI FRN No. 123762W) from the conclusion of upcoming annual general meeting until the conclusion of its sixth consecutive annual general meeting of members of the Company.

A certificate from M/s. BISWAS DASGUPTA DATTA & ROY., Chartered Accountants that their appointment is within the prescribed limits under Section 141 of the Companies Act, 2013 has been obtained.

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.

Share Capital

During the F.Y. 2020-21, there was no change in the Share Capital of the Company.

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 included in this Report 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.

Directors

A) Changes in Directors and Key Managerial Personnel

Mr. Vimal Shantilal Patangia DIN – 00166331, Ms. Anupama Nathalal Shah DIN – 07225051, Mr. Prakash Shree Gupta DIN – 07225056, Mr. Pravin Prakash Rane DIN – 07225060 resign from the post of Director and Independent Directors res with effect from 1st March, 2021.

However, the Board had appointed Mr. Sanjay Kumar Jain DIN – 00415316, Mrs Monika Sanket Khemuka DIN – 08034330, Ms Papri Ghosh DIN – 09071577, Mrs Sonu Agarwal DIN – 09065415 as additional directors of the Company.

B) Declaration by an Independent Director (s) and Re- Appointment, If Any:

During the year, the Company has appointed 3 (three) additional Independent Directors named as Mrs Monika Sanket Khemuka DIN – 08034330, Ms Papri Ghosh DIN – 09071577, Mrs Sonu Agarwal DIN – 09065415,

Therefore, your board of directors recommended the regularisation of appointment of Mrs Monika Sanket Khemuka DIN – 08034330, Ms Papri Ghosh DIN – 09071577, Mrs Sonu Agarwal DIN – 09065415, Non-Executive Independent Directors for a period of 5 years.

All the Independent Directors have given the declarations that they meet the criteria for Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Nomination & Remuneration Committee and the Board has recommended the appointment of these Directors as Independent Directors on the Board of the Company, to hold office for the first five years term commencing from 1st March, 2021 up-to 1st March, 2026 and not liable to retire by rotation. The Company has received a notice in writing pursuant to Section 160 of the Companies Act, 2013 from a Member proposing the candidature of Ms Monika Sanket Khemuka, Ms Papri Ghosh, Ms Sonu Agarwal for their appointment to the office of Independent Directors.

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.

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, 6 meetings of the Board of directors were held during the Financial year 2020-21 on following dates: 29th June, 2020, 14th September, 2020, 12th November, 2020, 2nd December, 2020, 9th February, 2021, 1st March, 2021.

Sr Name No Number of Meeting entitled Number of Meeting attended
1 Mr. Suresh T Jain 6 6
2 Mr. Vimal Shantilal Patangia 5 5
3 Ms. Anupama Nathalal Shah 5 5
4 Mr. Prakash Shree Gupta 5 5
5 Mr. Pravin Prakash Rane 5 5

Audit Committee

Pursuant to Section 177 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014, the Company have constitute audit committee.

During the year under review, a total of five meetings of the Audit Committee were held, on 29th June, 2020, 14th September, 2020, 12th November, 2020, 9th February, 2021, 1st March, 2021. The Composition of Audit committee and attendance of each committee members is as under:-

Committee Member Designation Category No of Meeting
Mr. Prakash Shree Gupta Chairman Non- Executive, Independent 5
Mr. Suresh T. Jain Member Promoter, Executive, Non - Independent 5
Ms. Anupama Nathalal Shah Member Non- Executive, Independent 5
Mr. Pravin Prakash Rane Member Non- Executive, Independent 5

Nomination and Remuneration Committees

During the period under review, your company has set up Nomination Remuneration Committee pursuant to provision of section 178 read with rule 7 the Companies (Meeting of Board and its Powers) Rules, 2014.

During the year under review, a total of five meetings of the Nomination Remuneration Committee were held, on 29th June, 2020, 14th September, 2020, 12th November, 2020, 9th February, 2021, 1st March, 2021.

The Composition of the Nomination and Remuneration Committee and the details of meetings attended by the members of the Nomination and Remuneration Committee are given below:-

Committee Member Designation Category No of Meeting
Mr. Prakash Gupta Shree Member Non- Independent Executive, 5
Ms. Nathalal Shah Anupama Chairman Non- Independent Executive, 5
Mr. Pravin Rane Prakash Member Non- Independent Executive, 5

Stakeholder Relationship Committee

The Stakeholder Relationship Committee and the details of meetings attended by the members of the Nomination and Remuneration Committee are given below:-

Four meetings of the committee were held during the year on 29th June, 2020, 14th September, 2020, 12th November, 2020, 9th February, 2021, 1st March, 2021.

Committee Member Designation Category No of Meeting
Mr. Prakash Gupta Shree Member Non- Independent Executive, 5
Ms. Nathalal Shah Anupama Chairman Non- Independent Executive, 5
Mr. Pravin Rane Prakash Member Non- Independent Executive, 5

Details of Establishment of Vigil Mechanism for Directors and Employees

The details of establishment of vigil mechanism for directors and employees to report genuine concerns to be disclosed.

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.

During the period under review, No Director (s) of the Company except Mr. Suresh T. Jain, Managing Director of the Company drawing remuneration.

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"

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.

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"

Risk Management Policy

During the period under review, your company has taken appropriate risk management policy for future growth & prospective.

Listing

The shares of the company are listed at Bombay Stock Exchange Limited. Listing fees of BSE is paid for the year 2021-22.

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

Details of Remuneration as per Companies (Appointment and remuneration of Managerial Remuneration) Rules 2014 are as follows:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year: NA

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: NA

3. The percentage increase in the median remuneration of employees in the financial year: NA

4. The number of permanent employees on the rolls of company: Nil

5. The explanation on the relationship between average increase in remuneration and company performance: NA

6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company: NA

7. Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year: NA

8. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NA

9. The key parameters for any variable component of remuneration availed by the directors: NA

10. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NA

11. Affirmation that the remuneration is as per the remuneration policy of the company: NA

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

Place: Mumbai For and on behalf of the Board of Directors
Date: 28/10/2021
Suresh T. Jain
Managing Director
Director Identification No - 01142300