DIRECTORS REPORT

TO

THE MEMBERS,

Yours Company's Directors are pleased to present 27th Annual Report of the Company, along with Audited Accounts, for the financial year ended March 31st, 2015.

Performance of the Company

During the year under the review, the Company has recorded gross revenue of Rs. 22.19 lakhs as against Rs. 46.20 lakhs in the previous year. After offsetting the expenses the company made a Loss after tax of Rs.3.41 lakhs against Rs. 3.59 lakhs in the previous year.

The Earning per Share (EPS) for the year was Rs. (0.01) as against Rs. (0.01) for previous year.

Dividend

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

Transfer to Reserves

The Company proposes to transfer Rs. NIL (P.Y. NIL) to the General Reserve out of the amount available for appropriations and an amount of Rs.48.47 Lakhs (P.Y. 51.88 Lakhs) is proposed to be retained in the Profit and Loss Account.

Changes in Share Capital

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

Retail Business

During the year, your Company focused mainly its agri-business value chain. In this objective your company has carried out marketing of vegetables to the vendors in the APMC market, which the company has sourced directly from the wholesaler from the sabji mandi's, through out in India .

Your company provides its customers with good quality produce that has better shelf life and more consistent quality in keeping the best interest of the consumers. The vision of the company is to generate inclusive growth and prosperity for farmers, vendor partners, small shopkeepers and consumers.

As a marketing strategy, the Company has established the Vegetable Supply Chain From Vegetable Market To Vegetable Vendors in the forthcoming financial year.

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-I to this Report.

Number of Meetings of The Board

The Board of Directors has met Seven times during the financial year 2014-15. Detailed information is given in the Corporate Governance Report.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors confirm 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 end of the profit 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.

Declaration by Independent Directors

The Independent directors have submitted the Declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

Shifting of Registered Office

During the year under review, the company's registered office was shifted To 55, Tirupati Plaza, 1st Floor, Tirupati Shopping Centre Premises Co-Op. Society Ltd.,S V Road, Santacruz (W), Mumbai 400 054 From 401/B, 4th Floor, Kemp Plaza, Mind Space, Link Road, Malad (West), Mumbai - 400 064 w.e.f. 25th February, 2015 for better administrative and economic control which will reduce overheads and enable the company to rationalize and streamline its operational efficiency.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions

There were no related party transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of Companies Act, 2013. There being no 'material' related party transactions as defined under clause 49 of the Listing Agreement, there are no details to be disclosed in Form AOC-2 in that regard.

During the year 2014-15, pursuant to section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement, all RPTs were placed before Audit Committee for its prior/omnibus approval.

The policy on RPTs as approved by Board is uploaded on the Company's website

www.hitkitglobal.com

Material Changes and Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report

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.

Adequacy of Internal Financial Controls

Internal financial controls with reference to the financial statements were adequate and operating effectively

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.

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.

Annual Evaluation of Performance of Board:

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors' inputs on effectiveness of Board/Committee processes. The Board considered and discussed the inputs received from the Directors. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non- Executive Directors.

Directors and Key Managerial Personnel

During the year under review, following changes took place in the composition of the Board of Directors of the Company.

Appointment / Change in Designation of Director

Appointment

During the year under review, the Board appointed Mrs. Kiran Nagpal as Additonal Woman Director with effect from 28th March, 2015. Further Board after approval of Shareholder in ensuing Annual General Meeting will confirm her as Independent director on the Board.

Change in Designation of Director

Mr. Amit Khandelwal, Mr. Arvind Sharma and Mr. Pavan Kale have been designated as Non Executive Independent directors w.e.f. 30th September, 2014.

KEY MANAGERIAL PERSONNEL:

Appointment

During the year under review, Mr. Rajesh Mavani was appointed as a Chief Financial

Officer(CFO) of the Company with effect from 28th March, 2015.

During the year Mr. Pradeep Vyas was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 27th May, 2015.

Note: - Mr. Kamal Agrawal was appointed as Chief Financial Officer of the Company w.e.f. 01st April, 2015.

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

There are no orders passed by the regulator or courts or tribunals against the Company impacting status as going concern on its operations

Presentation of Financial Results

The financial results of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

Corporate Governance Report

A Certificate from Statutory Auditors Regarding Compliance of the conditions of Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges 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".

Auditors

Statutory Auditor

The terms of office of M/s. Ajmera, Ajmera & Associates, Chartered Accountants, Statutory Auditor of the Company will expire with the conclusion of forthcoming Annual General Meeting of the Company.

The Company has received necessary consent letter and the certificates from the Auditor regarding their eligibility under section 139 and section 141 of the Companies Act, 2013 for their appointment. Accordingly, the approval of the Shareholders for the appointment of M/s. Ajmera, Ajmera & Associates, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this AGM until the 29th AGM, subject to ratification by shareholders at each AGM to be held hereafter and to fix their remuneration for the year 2015-16. A resolution proposing appointment of M/s. Ajmera, Ajmera & Associates as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice. The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder the Company has appointed, Mrs. Monika Thanvi (membership number: 31494) Company Secretaries in Practice, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2014-15 given by Mrs. Monika Thanvi in the prescribed form MR-3 as ANNEXTURE-II to this Report. The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

Listing

The Securities of your Company are listed with the BSE Limited, Pune stock exchange Limited and Ahmedabad Stock Exchange limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2015-16 have been paid. The company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2015-16.

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Management's Discussion and Analysis Statement

The Management Discussion and Analysis for the year 2014-15, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate section forming part of the Annual Report.

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 a policy, relating to the remuneration for the directors, key managerial personnel and other employees has been attached as ANNEXURE-III to this report.

Audit Committee:

The Audit Committee of the Board pursuant to Section 177(2) of the Companies Act, 2013and 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.

Policies of the Company:

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

1. Code of Conduct and Ethics

2. Whistle Blower Policy (Vigil Mechanism)

3. Related Party Transaction Policy

4. Familiarisation Programme for the benefit of the Independent Directors

5. Nomination and Remuneration Policy

Ratio of The Remuneration of Each Director To The Median Employee's Remuneration:

(i) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

ii) The median remuneration of employees of the Company during the financial year was Rs.2.55 Lakhs.

iii) In the financial year, there was an increase of 6% in the median remuneration of employees;

iv) There were 5 permanent employees on the rolls of Company as on March 31, 2015;

v) Relationship between average increase in remuneration and company performance:- The Profit / (Loss) before Tax for the financial year ended March 31, 2015 decreased by 10.65% whereas the increase in median remuneration was 6.25%. The average increase in median remuneration was in line with the performance of the Company.

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel Rs. NIL in 2013-14 to Rs. NIL in 2014-15 whereas the Profit before Tax decreased by 10.65% to 3.06 Lakhs in 2014-15 (Rs. 3.43 Lakhs in 2013-14).

vii) a) Variations in the market capitalization of the Company : The market capitalisation as on March 31, 2015 was Rs. 88.80 Lakhs (Rs. 77.70 Lakhs as on March 31, 2014)

b) Price Earnings ratio of the Company was (24) as at March 31, 2015 and was (21) as at March

31, 2014

vii) Average percentage increased made in the salaries of employees other than the managerial personnel in the last 3 Financial year i.e. 2014-15 was 6.25% whereas No increase or decrease in the managerial remuneration for the same 3 financial year.

viii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

ix) 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 -Not Applicable; and

x) It is hereby confirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Adequacy of Internal Financial Controls

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.

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, 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 years.

On behalf of the Board

For Hit Kit Global Solutions Limited

Sd/- Amit Khandelwal

Non Executive Chairman

DIN No: 03049635

Place : Mumbai,  

date : 27th May, 2015