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The Directors are pleased to present 42nd Annual report and the Audited
Financial Statement for the year ended 31st March, 2025 together with the
Auditor's Report thereon.
1) Financial Summary:
Particulars |
2024-25 |
2023-24 |
| Total Income |
68.87 |
83.20 |
| Financial Costs |
-- |
-- |
| Amortiz Depreciationand |
0.09 |
0.07 |
Profit before tax and exceptional items |
29.47 |
32.62 |
| Exceptional income-- |
-- |
|
Profit after exceptional items29.47 |
32.62 |
|
| Taxes(benefit) |
7.44 |
6.74 |
Profit after tax |
22.03 |
25.88 |
| Other Comprehensive Income / (Loss) |
-- |
-- |
Net Profit |
22.03 |
25.88 |
Earnings per share (Basic) |
0.59 |
0.70 |
2) Dividend:
During the year under review, the Board of Directors has not recommended dividend on
the Equity Shares of the Company.
3) Transfer To Reserves:
The Board profitfor FY 2024-25 appearing in the
Directorshasdecidedtoretaintheentireamount Statement of profit and loss.
4) Changes in the nature of Business:
During the year under review the Company did not undergo any change in the nature of
its business.
5) Company's Performance:
The revenue for Current Year was ` 68.87 Lakhs, Lower by ` 14.33 Lakhs over the
previous year's revenue of ` 83.20 Lakhs. The profit after tax (PAT) attributable to
shareholders and non-controlling interests for Current Year and Previous Year was ` 22.03
Lakhs and ` 25.88 Lakhs, respectively.
6) Conservation of Energy,TechnologyAbsorptionand Foreign Exchange
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
A) Conservation of Energy:
Your Company is into the business of Service Sector and is not involved in any
manufacturing activity. The information as applicable and required to be provided under
Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014,
is given hereunder: i. Steps taken or impact on conservation of energy - The operations of
your Company are not energy- intensive. However, adequate measures have been initiated for
conservation of ii. Steps taken by the Company for utilizing alternate source of energy -
though the operations of the Company are not energy intensive, the Company shall explore
alternative source of energy, as and when the necessity arises iii. Capital investment on
energy conservation equipment - Nil
B) Technology Absorption: i. Efforts made towards technology absorption - The
minimum technology required for the business has been absorbed ii. Benefits derived like
product improvement, cost reduction,product development or import substitution - Not
Applicable iii. In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year) a. the details of technology imported -
Not Applicable b. the year of import - Not Applicable c. whether the technology has been
fully absorbed - Not Applicable d. if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof - Not Applicable e. Expenditure incurred on Research
and Development - Not Applicable
C) Foreign Exchange Earnings and Outgo:
Foreign currency transactions are recorded at the exchange rates prevailing on the date
of such transactions.
Monetary assets and liabilities as at the Balance Sheet date are translated at the
rates of exchange prevailing at the date of the Balance Sheet. Gain and losses arising on
account of differences in foreign exchange rates on settlement/ translation of monetary
assets and liabilities Profit and Loss Account.
7) Extract of Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31 st March, 2025 is available on the Company's website at www.hckkventures.com.
8) Management Discussion and Analysis:
In terms of the provisions of Regulation 34 of the SEBI (ListingObligations
Regulations, 2015 ("the Listing Regulations"), the Management's discussion and
analysis is set out as Annexure I forming part of this Annual Report.
9) Subsidiary Company:
The Company does not have any Subsidiary, Joint Venture or Associate Company.
10) Related Party Transactions:
During the year 2024-25 the Contracts Arrangements entered into by the Company with
related parties were approved by the Audit Committee pursuant to sub section (IV) (4) of
Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section
188(1) of Companies Act, 2013.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large and thus, a disclosure in
the prescribed Form AOC-2 in terms of Section 134 of the Act is not required.
11) Remuneration Policy:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and fixing
their remuneration. Remuneration policy of the Company is designed to create a
high-performance culture. It Company to attract, retain and motivate employees to achieve
results. The business model promotes customer centricity and requires employee mobility to
address project needs.
12) Human Resources:
Your Company considers people as one of the most valuable resources. It believes in the
theme that success of any organization depends upon the engagement and motivation level of
employees. All employees are committed to their work and proactively philosophy is to
motivate and create an efficient work force as manpower is a vital resource contributing
towards development and achievement of organisational excellence.
13) Deposits:
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet within the meaning Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014.ofSection There were no unpaid or unclaimed deposits as on 31st
March, 2025.
14) 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 of the Companies Act, 2013 and hence it
is not required to formulate policy on corporate social responsibility.
15) Directors: a. Directors And Key Managerial Personnel:
As on 31st March, 2025, the Company has Four Directors with an optimum combination of
and Non-Executive Directors including One women director. The Board comprises of Three
Non-Executive Directors, out of which all three are Independent Directors. b.
Declaration by Independent Directors:
All the Independent Directors have given their declaration to the Company stating their
independence 149(6) and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure
pursuant to Section Requirements), Regulations, 2015. They have further declared that they
are not debarred or disqualified from being appointed or continuing as directors of
Corporate Affairs or any such statutory authority. In the opinion of Board, all the
Independent Directors are persons of integrity and possess relevant expertise and
experience including the c. Board Evaluation:
The Board has carried out an annual performance evaluation of its own performance, the
Directors individually and of its Committees pursuant to the provisions of the Act and the
SEBI Listing Regulations. The Board evaluation was conducted through a structured
questionnaire designed, based on the criteria for evaluation laid down by the Nomination,
Remuneration and Compensation Committee A meeting of Independent Directors was held to
review the performance of the Chairman, Non-Independent Director(s) of the Company and the
performance of the Board as a whole as mandated by Schedule IV of the Act and relevant
provision of SEBI Listing Regulations. The Independent Directors also discussed the
quality, quantity and timeliness of flow of information between the Company management and
the Board, which is necessary for the Board to effectively and reasonably perform their
duties. The action areas identified out of evaluation process have been discussed and are
being implemented.
16) Familiarisation Programme for Independent Directors:
In compliance with the requirements of the SEBI (ListingObligations & Disclosure
Requirements) Regulations, 2015, the Company has put in place a Familiarization Program
for the Independent Directors to familiarize them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model etc.
All new independent directors inducted into the Board attend an orientation program.
The details of the training and familiarization program are provided in the Corporate
governance report. Further, at the time of the appointment of an independent director, the
Company issues a formal letter of appointment outlining his / her role, function, duties
and responsibilities.
17) Meetings Board: ofthe
The Board of Directors met Five (5) times on 23rd May, 2024, 31st July,
2024, 11th November, 2024, 19th November, 2024, 12th February, 2025
during the Financial Year 2024-25. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing
Regulations.
18) Directors Responsibility Statement:
Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:
(a) In the preparation of Annual Accounts for the year ended on 31st March, 2025, the
applicable accounting standards have been followed and there are not material departures
from the same. (b) The Directors have 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 on 31st March, 2025 and the profit and loss of the Company for that period.
(c) The Directors have taken proper and sufficient care for the maintenance of the
adequate accounting records in accordance with the provisions of the Companies Act, 2014
for safeguarding the assets of the Company and for preventing and detecting fraud and
other (d) The Directors have prepared Accounts on going concern basis.
(e) The Directors have laid down internal financial controls to be followed by the
financial controls areadequateandareoperatingeffectively.
(f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively. emuneration
Committee: R 19) Nomination And and Remuneration Committee pursuant to the provisions
of sub TheBoardhadconstitutedNomination Companies Act, 2013. Pursuant to subsection (3) of
Section 178 of Companies section Act, 2013 the Nomination and Remuneration Committee has
formulated the criteria for determining qualifications, positive attributes and
independence of a Director and recommended to the Board the policy, relatingto the
remuneration of directors, key managerial personnel and other employees.
20) Particulars of Loans, Guarantees or Investments:
There were no loans, guarantee or investments made by the Company under section 186 of
the Companies Act, 2013 during the year under review and hence the said provisions are not
applicable.
21. Material Changes and Commitments affecting the Financial Position of the Company:
Post closure of the financial year, the Company received a request from the Board of
Softlink Global Private Limited (Transferee Company 1) for withdrawal of the proposed
merger, citing continued delays in implementation. Pursuant to the same, the Board of the
Company, at its meeting held on 12th July 2025, resolved to withdraw the merger and
amalgamation application filed with BSE except this there were no material changes and
commitments affecting the financial position of the Company between the financial year of
the Company to which the financial statements relate and the date of the report
22) Auditors:
A. Statutory Auditor:
M/S D. R. Mehta & Associates, Chartered Accountants, (having FRN 106207W) were
appointed as a StatutoryAuditor officeuntil the Conclusion of the of Annual General
theCompanytohold Meeting to be held in the Financial Year 2026.
The report given by the auditors on the financial statements of the company is part of
Annual Report. ations, reservations or adverse remarks made by the Statutory Auditors of
the qualific Therewasno Company there report is self-explanatory and does not call for
further information by the Board.
B. Secretarial Auditor:
In terms of Regulation 24A read with other applicable provisions of the SEBI Listing
Regulations and applicable provisions of the Companies Act, 2013, the Company is required
to appoint Secretarial Auditors for a period of 5 years commencing FY2025-26, to conduct
the secretarial audit of the Company in terms of Section 204 and other applicable
provisions of the Companies Act, 2013 read with Regulation 24A and other applicable
provisions of the SEBI Listing Regulations.
For identificationof Secretarial Auditor, the Management of the Company had initiated
the process and had detailed interactions with certain eligible audit firms and assessed
them against a defined eligibility and evaluation criteria.
As part of the assessment, the Management also considered the eligibility and evaluated
the background, expertise and past performance of M/s HD and Associates as the Secretarial
Auditors of the Company from 2019 till date.
The Management presented the outcome of theassessmenttotheAuditCommittee of the Board.
The Audit Committee considered the findings of the Management and recommended to the
Board, the appointment of M/s. HD and Associates as the secretarial auditors of the
Company for a period of five years commencing from the conclusion of the ensuing 42nd
Annual General Meeting scheduled to be held on 23rd September, 2025, through the
conclusion of 46th Annual General Meeting of the Company to be held in the year 2030, for
conducting secretarial audit of the Company for the period beginning from FY2025-26
through the FY2029-30.
The Board considered the recommendation of the Audit Committee with respect to the
appointment of M/s. HD and Associates as the Secretarial Auditors of the Company. Based on
due consideration, the Board recommends for your approval, the appointment of M/s. HD and
Associates as the Secretarial Auditors of the Company for a period of five years
commencing from the conclusion of the ensuing 42nd Annual General Meeting scheduled to be
held on 23rd September, 2025, through the conclusion of 46th Annual General Meeting of the
Company to be held in the year 2030, for conducting secretarial audit of the Company for
the period beginning from FY2025-26 through FY2029-30.
The Secretarial Audit Report confirms that the Company has complied with the provisions
of the Act, Rules, Regulations and Guidelines and that there were no deviations or
non-compliances. The Secretarial Audit Report is provided as Annexure-II to this Report.
The Secretarial Audit Report does not contain any qualifications, reservations or adverse
The above proposal and related information forms part of the Notice of the AGM and is
placed for your approval.
23) Reporting of Fraud by Auditors:
There have been no instances of fraud reported by the Auditors u/s 143 (12) of the
Companies Act, 2013 and rules framed thereunder either to the Company or to the Central
Government.
24) Listing with Stock Exchanges:
Your Company is listed with the BSE Limited and the Company has paid the listing fees
to Bombay Stock Exchange.
25) Internal Control Systems and their Adequacy:
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following
alltheapplicableAccountingStandards for properly maintaining the books of accounts and
reporting financial statements.
The internal auditor of the Company checks and verifies the internal control and
monitors them in accordance with policy adopted by the Company. Even through this
non-production period the Company continues to ensure proper and adequate systems and
procedures commensurate with its size and nature of its business.
26) Maternity Benefits:
Your Company is committed to upholding the rights and welfare of its women employees.
During the year under review, the Company continued to
complywiththeprovisionsoftheMaternityBenefitAct, 1961, as amended from time to time.
The Company provides maternity benefits to eligible female employees, including paid
maternity leave, nursing breaks, and other necessary facilities, in accordance with the
law. The Company also supports a conducive and inclusive workplace environment to ensure
the health, safety, and dignity of women employees during and after maternity.
27) Meetings of Committees of the Board: rulesTheBoardhas framedthereunder Obligationsand
Disclosure Requirements) Regulations, 2015 with Stock SEBI(Listing
Exchanges. The Committees of the Board held by company are Audit Committee,
Stakeholders' Relationship Committee, Nomination and Remuneration Committee. The details
about Committee Meetings are given below:
Sr. No. Particulars |
No. of Meetings held |
| 1. Audit |
4 |
| 2. Stakeholder's Relationship Committee |
1 |
| 3. Nomination & Remuneration Committee |
1 |
28) COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS: Audit Committee
29) Particulars of Employees:
The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached
as Annexure III and form an integral part of this report. Further, a statement
showing the names and other particulars of employees drawing remuneration in excess of the
limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and
forms part of this report. However, in terms of first proviso to Section 136(1) of the
Act, the Annual Report and Accounts are being sent to the members and others entitled
thereto, excluding the aforesaid information. The aforesaid information is available for
inspection by the members. Any member interested in obtaining a copy thereof, may write to
the Company Secretary at cs@flomicgroup.com.
30) Whistle Blower:
The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for directors and employees in conformation with Section 177(9) of the Act and
Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour.
This Policy is available on the Company's website cs@flomicgroup.com.
31) Corporate Governance:
The Company has complied with the Corporate Governance requirements under the Companies
Act, 2013 and as stipulated under the Listing Regulations, 2015. A separate section on
Corporate Governance under the Listing Regulations, 2015 along with a certificate from the
auditors confirming the compliance, is annexed in this Annual Report.
32) Share Capital:
During the year under review the Authorised Share Capital is INR. 25,00,00,000 (Indian
Rupees Twenty- Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity
Shares of INR. 10/. (Indian Rupees Ten Only).
The Issued, Subscribed and Paid-up capital of the Company is INR. 18,16,83,600/-
(Indian Rupees Eighteen Crores Sixteen Lakhs Eighty-Three Thousand Six Hundred Only)
divided into 1,81,68,360 (One Crore Eighty-One Lakhs Sixty-Eight Thousand Three Hundred
and Sixty) Equity Shares of INR. 10/- (Indian Rupees Ten) each.
33) Business Responsibility Report:
Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility
Report is not applicable to our Company.
34) Compliance with Secretarial Standards:
The Company has been in compliance with the applicable Secretarial Standards during the
Financial Year 2024-2025.
35) Disclosure under Sexual Harassment Act:
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013, the Company has formulated and implemented a policy on
prevention of sexual harassment at work place with a mechanism of lodging complaints,
Redressal for the benefits of its employees. Your Company is committed to create and
provide an environment free from discrimination and harassment including Sexual Harassment
for all its employees. The following is a summary of sexual harassment complaints received
and conclusively handled during the year 2024-25:
Particulars |
No of Complaints |
| Number of complaints received |
NIL |
| Number of complaints disposed of |
NIL |
| Number of complaints pending as on end of the financial year |
NIL |
36) Risk Management Policy:
The Board has been vested with specific responsibilities in assessing of risk
management policy, process and system. The Board has evaluated the risks which may arise
from the external factors such as economic conditions, regulatory framework, competition
etc. The Executive management has embedded risk management and critical support functions
and the necessary steps are taken to reduce the impact of risks. The Independent Directors
expressed their satisfaction that the systems of risk management are defensible.
37) Equity Shares in the Suspense Account:
During the year under review, and in accordance with the requirement of Regulation
34(3) and Part F of Schedule V to the Listing Regulations, there were no shares
transferred to suspense account.
38) Acknowledgement:
Your Company wishes to sincerely thank all the customers, commercial banks, financial
institution, Creditors etc. for their continuing support and co-operation.
For And on Behalf of The Board of Directors
HCKK Ventures Limited
Sd/- |
Sd/- |
Apurv Bhargava |
Antoo Kochappan Kallan |
Managing Director |
Director |
DIN: 10175879 |
DIN: 02489070 |
Place: Mumbai |
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Date: 13th August, 2025 |
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