HKG Ltd Directors Report.

To,

The Members,

HKG Limited

(Yogya Enterprises Limited)

Your Directors take pleasure in presenting the 10th Board Report on the business and operations of your Company together with the Audited Financial Statements for the year ended 31st March, 2020.

Financial Highlights

The financial performance of your Company for financial Year 2019-20 and 2018-19 is summarized as below:

Particular Year Ended On 31st March,2020 Year Ended On 31st March,2019
Total Revenue 93.8774 720.7898
Total Expenditure 282.1044 812.0244
Profit before Tax (188.2270) (91.2346)
Prior Period Expenses 0.2319 0.1187
Current Tax - -
Deferred Tax 0.2685 (0.9559)
Profit/(Loss) After Tax (188.7273) (90.3974)

OPERATIONS AND STATE OF COMPANY AFFAIRS

During the year under review, your Company has recorded total revenue of Rs. 93.87 Lakhs against Rs. 720.7898 Lakhs in the previous year. Loss Incurred for the Current Financial Year is Rs. (188.7273) Lakhs as compared to Rs. (90.3974) Lakhs in the previous year.

COVID-19 PANDEMIC

In the last month of F.Y. 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers globally.

POSSIBLE SCENARIOS

COVID-19 will have an impact on many entities business activities. The impact of COVID-19 on the entitys expectations about short- and medium-term performance, the possible effect on asset valuation and an entitys ability to continue as a going concern need to be determined on a case-by-case basis. “Multiple scenarios may exist about the potential impact of COVID-19 on an entity”

DIVIDEND

In order to strengthen the financial position of the Company the Directors have not recommended any divided.

HOLDING, SUBSIDIARIES AND ASSOCIATE COMPANIES

The Company does not have any holding, subsidiary and associate Company.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to Reserves.

PUBLIC DEPOSITS:

During the Financial Year 2019-20 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule (8) (1) of the Companies (Accounts) Rules, 2014 (as amended) are acquired to be given or provided.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY

During the period under review there has been no Change in the Capital Structure of the Company. LISTING OF SHARES

The equity shares of HKG Ltd (Formerly known as Yogya Enterprises Limited) (Scrip Code: 539097) are listed and admitted to dealings on the SME Platform of BSE.

DEMATERIALIZATION OF SHARES AND LIQUIDITY:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE904R01027 has been allotted for the Company. 100% of the Companys Paid-up Share Capital is in dematerialized form as on 31st March, 2020.

CORPORATE INDENTIFICATION NUMBER:

The Companys CIN as allotted by the Ministry of Corporate Affairs (“MCA”) is L51909MH2010PLC340313.

SHARE CAPITAL

Equity Share Capital:

The authorised Share Capital of the Company as on the date of Balance sheet is Rs. 4,00,00,000/- divided into 40,00,000 equity shares of Rs. 10/- each.

The Paid-up share Capital of the Company as on the date of Balance Sheet is Rs. 3,50,00,000/- divided into 35,00,000 equity shares of Rs. 10/- each.

(DETAILS OF OPEN OFFER)

Open Offer (“Offer”) for the acquisition up to 9,10,000 Equity Shares of 10 each representing 26.00 % of the total equity and voting share capital of the Target Company. The Detailed Public Statement (“DPS”) pursuant to the Public Announcement (“PA”) made by the Acquirer have appeared in Business Standard (English and Hindi Daily) all editions, and Mumbai Lakshadeep (Marathi Daily) on 24th July, 2019.

The Offer Price is Rs. 22 (Rupees Twenty Two Only) per equity share payable in cash (“Offer Price”). Committee of Independent Directors (“IDC”) of the Target Company of the opinion that the Offer Price of 22 (Rupees Twenty Two Only) offered by the Acquirer is in accordance with the relevant regulations prescribed in the Takeover Code and prima facie appear to be justified. The recommendation of IDC was published in the aforementioned newspapers on 28th August, 2019. There has been no competitive bid to this Offer.

(SUB DIVISION OF FACE VALUE OF EQUITY SHARES)

Sub-Divide the equity shares from the Face Value of Rs. 10/- to Face Value of Rs. 2/- per equity share w.e.f. 03.09.2020

CHANGE IN NATURE OF BUSINESS

During the period under review the Company has changed its Business as mentioned below:

The Company was engaged in the trading business. It was registered dealer in Metals, IT Hardwares, Bullion and Fabrics.

The Company has now changed its business and is one of the fastest growing business conglomerates in Mumbai, which connects small businesses and empower them to grow through the use of its web interfaces and services. The vision is to make web interface service accessible to every small business and enable them to grow manifold.

CORPORATE ACTIONS DURING THE YEAR 2019-20:

TYPE OF MEETING DATE OF MEETING PURPOSE OF MEETING
1 Postal Ballot 28th September, 2019 a) Change of Name of the Company
b) Shifting of Registered Office from National Capital Territory Delhi to the State of Maharashtra.
2 Annual General Meeting 30th September, 2019 a) Adopted the audited Balance Sheet of the Company as on 31st March, 2019, the statement of Profit and Loss Account, Cash Flow Statement for the year ended on that date and the Reports of Directors and Auditors.
b) Appointed Ms. Monica Gupta (01559355), who retires by rotation and being eligible offered herself for reappointment.
c) Appointed M/S. Ashar & Pathak , Chartered Accountants, having (Firm Registration No: 127006W) as the Statutory Auditor of the Company.

Pursuant to sub section 3(a) of Section134 and sub section (3) of Section 92of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return as on March 31, 2020 is annexed herewith in “Annexure-I” to this report.

PARTICULARS OF CONTRACT OR AGREEMENTS WITH RELATED PARTY:

The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

During the year under review, the transactions entered into by the Company with related parties as defined under the Act and the Listing Regulations, were in the ordinary course of Business and on arms length basis.

Particulars of contracts or arrangements with related parties as required under Section 134(3)(h) of the Act, in the prescribed Form AOC-2 is given in ANNEXURE-II of this Report.

Disclosure of transactions with related parties as required under the applicable Accounting Standards have been made in the notes forming part of the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis as required under Regulation 34 read with Schedule V of the Listing Regulations forms part of this Annual Report as ANNEXURE-III.

BOARD OF DIRECTORS

The Company is managed by well-qualified professionals. All directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.

• The Present Structure of the Board of Directors is as follows:

CATEGORY/ DESIGNATION NAME OF THE DIRECTOR
I) EXECUTIVE DIRECTOR
1 Chairman and Managing Director Rajesh Bhupendra Shah
2 Executive Director Hardik Manoj Shah
II)NON- EXECUTIVE DIRECTOR
1 Non-Executive Non- Independent Director Meet Paresh Shah
III) INDEPENDENT DIRECTOR
1 Non -Executive Independent Director Hemang Hasmukhrai Shah
2 Non -Executive Independent Director Shikha Mukesh Shah

• Appointment and Resignation of Directors:

NAME DESIGNATION APPOINTMENT/RESIGNATION (including any appointment/resignation after closure of Financial Year)
1. Rajeev Gupta Managing Director Resignation w.e.f. 23rd October, 2019
2. Monica Gupta Non-ExecutiveNon Resignation w.e.f. 23rd October, 2019
Independent Director
3. Aditya Mehra Independent Director Resignation w.e.f. 23rd October, 2019
4. Yatin Bhupendra Shah Managing Director Appointed w.e.f. 23rd October, 2019
5. Rajesh Bhupendra Shah Director Appointed w.e.f. 23rd October, 2019
6. Sujata Kishor Naik Director Appointed w.e.f. 23rd October, 2019
7. Hardik Manoj Shah Executive Director Appointed w.e.f. 14th February, 2020
8. Rajesh Bhupendra Shah Director Resignation w.e.f. 14th February, 2020
9. Yatin Bhupendra Shah Managing Director Resigned w.e.f. 29th June, 2020
10. Kiran Vitthal Bhogate Non-Executive Independent Director Resigned w.e.f. 29th June, 2020
11. Rajesh Bhupendra Shah Managing Director Appointed w.e.f. 29th June, 2020
12. Hemang Hasmukhrai Shah Non-Executive Independent Director Appointed w.e.f. 29th June, 2020
13. Meet Paresh Shah Non-Executive NonIndependent Director Appointed w.e.f. 5th August, 2020
14. Shikha Mukesh Shah Non-Executive Independent Director Appointed w.e.f . 29th October, 2020

DETAILS OF SHAREHOLDING OF DIRECTORS:

NAME OF THE DIRECTOR DESIGNATION NUMBER OF EQUITY SHARES HELD
Mr. Yatin Bhupendra Shah Resigned w.e.f. 29th June, 2020 Promoter 8,86,000 Shares

• Retirement by Rotation

Mr. Rajesh Bhupendra Shah (DIN: 02057050), Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment. Your Directors recommends him for re-appointment.

Mr. Hardik Manoj Shah (DIN: 06843854), Executive Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment. Your Directors recommends him for re-appointment.

RESPONSIBILITIES AND FUNCTIONS OF THE BOARD OF DIRECTORS:

The Board of Directors of the listed entity shall have the following responsibilities:

(i) Disclosure of information:

a. Members of Board of Directors and key managerial personnel shall disclose to the Board of directors whether they, directly, indirectly, or on behalf of third parties, have a material interest in any transaction or matter directly affecting the listed entity.

b. The Board of Directors and senior management shall conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture of good decision-making.

(ii) Key functions of the Board of Directors

a. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and divestments.

b. Monitoring the effectiveness of the listed entitys governance practices and making changes as needed.

c. Selecting, compensating, monitoring and, when necessary, replacing key managerial Personnel and overseeing succession planning.

d. Aligning key managerial personnel and remuneration of board of directors with the longer-term interests of the listed entity and its shareholders.

e. Ensuring a transparent nomination process to the board of directors with the diversity of thought, experience, knowledge, perspective and gender in the board of Directors.

f. Monitoring and managing potential conflicts of interest of management, members of the Board of Directors and shareholders, including misuse of corporate assets and abuse in related party transactions.

g. Ensuring the integrity of the listed entitys accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

h. Overseeing the process of disclosure and communications.

i. Monitoring and reviewing Board of Directors evaluation framework.

(iii) Other responsibilities:

a. The Board of Directors shall provide strategic guidance to the listed entity, ensure effective monitoring of the management and shall be accountable to the listed entity and the shareholders.

b. The Board of Directors shall set a corporate culture and the values by which executives throughout a group shall behave.

c. Members of the Board of Directors shall act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the listed entity and the shareholders.

d. The Board of Directors shall encourage continuing directors training to ensure that the members of Board of Directors are kept up to date.

e. Where decisions of the Board of Directors may affect different shareholder groups differently, the Board of Directors shall treat all shareholders fairly.

f. The Board of Directors shall maintain high ethical standards and shall take into account the interests of stakeholders.

g. The Board of Directors shall exercise objective independent judgment on corporate affairs.

h. The Board of Directors shall consider assigning a sufficient number of non- executive members of the Board of Directors capable of exercising independent judgment to tasks where there is a potential for conflict of interest.

i. When committees of the Board of Directors are established, their mandate, composition and working procedures shall be well defined and disclosed by the Board of Directors.

j. Members of the Board of Directors shall be able to commit themselves effectively to their responsibilities.

k. In order to fulfill their responsibilities, members of the Board of Directors shall have access to accurate, relevant and timely information.

1. The Board of Directors and senior management shall facilitate the independent Directors to perform their role effectively as a member of the Board of Directors and also a member of a committee of Board of Directors.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy, providing criteria for determining qualifications, positive attributes, independence of a Director and a policy on remuneration for Directors, key managerial personnel and other employees.

• The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification, expertise and experience for the appointment as a Director.

• The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act, 2013.

• The candidates appointment as recommended by the Nomination and Remuneration Committee requires the approval of the Board.

• In case of appointment of Independent Directors, the Nomination and Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis- the Company so as to enable the Board to discharge its function and duties effectively.

• The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

DISCLOSURES BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

INDEPENDENT DIRECTOR:

A separate meeting of the independent directors (“Annual ID Meeting”) was convened, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson with the Board covering performance of the Board as a whole, performance of the NonIndependent Directors and performance of the Board Chairman.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of Independence. As required under Section 149(7) of the Companies Act, 2013.

MEETINGS OF BOARD 0F DIRECTORS:

During FY 2019-20, Fourteen meetings of the Board of Directors were held on the following dates:

Name of Director Designation

Board Meetings

Held Attended
Rajeev Gupta Managing Director 14 9
Monica Gupta Non-Executive and Non-Independent Director 14 9
Aditya Mehra Independent Director 14 9
Yatin Bhupendra Shah Managing Director 14 9
Rajesh Bhupendra Shah Executive Director 14 9
Sujata Kishor Naik Non-Executive Independent Director 14 9
Kiran Vitthal Bhogate Non-Executive Independent Director 14 14
Hardik Manoj Shah Executive Director 14 14

The intervening gap between the meetings was within the period prescribed under section 173 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, relevant circulars, notifications, orders and amendments thereof.

ANNUAL EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its all Committees.

a. Independent Directors:

The performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the management to achieving higher growth and continuance of each independent director on the Board will be in the interest of the Company.

b. Non-independent Directors:

The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2020 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That 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 and of the profit and loss of the Company for the year ended 31st March, 2020.

3. That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

5. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

6. There are proper systems which have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. That 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.

KEY MANAGERIAL PERSONS:

The Present Composition of Key Managerial Personnel is as below:

Name Designation Date of Appointment/Resignation (including any appointment/resignation after closure of Financial Year)
1 Vikram Madan Company Secretary and Compliance Officer Resigned w.e.f. 1st August, 2019
2 Meenu Chief Financial Officer Resigned w.e.f. 23rd October, 2019
3 Rajlaxmi Saini Company Secretary and Compliance Officer Appointedw.e.f.9th September, 2019
4 Rajesh Bhupendra Shah Managing Director Appointed w.e.f. 29th June, 2020

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD 0F DIRECTORS:

a. Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

• Composition (From 01.04.2019 to 23.10.2019):

NAME OF THE CATEGORY OF DIRECTORSHIP CATEGORY
DIRECTORS
Mr. Aditya Mehra Independent Director Chairman
Mr. Kiran Vitthal Bhogate Independent Director Member
Ms. Monica Gupta Non-Executive and Non Independent Director Member

*Mr. Aditya Mehra Resigned from the post of Independent Director w.e.f. 23rd October, 2019.

* Ms. Monica Gupta Resigned from the post of Non-Executive Non-Independent Director w.e.f. 23rd October, 2019.

*Mr. Kiran Vitthal Bhogate resigned from the post of Independent Director w.e.f. 23rd October, 2019.

Composition (From 23.10.2019 to 31.03.2020):

NAME OF THE CATEGORY OF DIRECTORSHIP CATEGORY
DIRECTORS
Ms. Sujata Kishor Naik Independent Director Chairman
Mr. Kiran Vitthal Bhogate Independent Director Member
Mr. Rajesh Bhupendra Shah Non-Executive and Non- Independent Member
Director

* Ms. Sujata Kishor Naik was appointed as Independent Director w.e.f. 23rd October, 2019.

*Mr. Rajesh Bhupendra Shah appointed as Non-Executive and Non- Independent Director w.e.f 23rd October, 2019.

*Mr. Kiran Vitthal Bhogate resigned from the post of Independent Director w.e.f. 23rd October, 2019.

• Mr. Rajesh Shah resigned from the post of Non-Executive Non-Independent Director w.e.f. 14th February, 2020.

*Ms. Sujata Kishor Naik resigned from the post of Independent Director w.e.f. 29h October, 2020.

Powers of Audit Committee:

The Audit Committee shall have powers, including the following:

a. To investigate any activity within its terms of reference;

b. To seek information from any employee;

c. To obtain outside legal or other professional advice; and

d. To secure attendance of outsiders with relevant expertise, if it considers necessary.

• Role of Audit Committee:

The role of the Audit Committee shall include the following:

a. oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b. recommendation or appointment, remuneration and terms of appointment of auditors of the listed entity;

c. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

d. reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

e. matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act,2013;

• changes, if any, in accounting policies and practices and reasons for the same;

• major accounting entries involving estimates based on the exercise of judgment by management;

• significant adjustments made in the financial statements arising out of audit findings;

• compliance with listing and other legal requirements relating to financial statements;

• disclosure of any related party transactions;

• modified opinion(s) in the draft audit report;

f. reviewing, with the management, the quarterly financial statements before submission to the board for approval;

g. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

h. reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

i. approval or any subsequent modification of transactions of the listed entity with related parties;

j. scrutiny of inter-corporate loans and investments;

k. valuation of undertakings or assets of the listed entity, wherever it is necessary;

l. evaluation of internal financial controls and risk management systems;

m. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

n. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

o. discussion with internal auditors of any significant findings and follow up thereon;

p. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting them to the board;

q. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern;

r. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

s. to review the functioning of the whistle blower mechanism;

t. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

u. carrying out any other function as is mentioned in the terms of reference of the audit committee.

Further, the Audit Committee shall mandatorily review the following information:

• management discussion and analysis of financial condition and results of operations;

• statement of significant related party transactions (as defined by the audit committee), submitted by management;

• management letters / letters of internal control weaknesses issued by the statutory auditors;

• internal audit reports relating to internal control weaknesses; and

• the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

• statement of deviations: (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32 (7).

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is in conformity with the provisions of the said Section.

• Composition (From 01.04.2019 to 23.10.2019):

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP CATEGORY
Mr. Aditya Mehra Independent Director Chairman
Mr. Kiran Vitthal Bhogate Independent Director Member
Ms. Monica Gupta Non-Executive and Non Independent Director Member

*Mr. Aditya Mehra Resigned from the post of Independent Director w.e.f. 23rd October, 2019.

* Ms. Monica Gupta Resigned from the post of Non-Executive Non-Independent Director w.e.f 23d

October, 2019.

*Mr. Kiran Vitthal Bhogate resigned from the post of Independent Director w.e.f. 23d October, 2019. Composition (From 23.10.2019 to 31.03.2020):

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP CATEGORY
Ms. Sujata Kishor Naik Independent Director Chairman
Mr. Kiran Vitthal Bhogate Independent Director Member
Mr. Rajesh Bhupendra Shah Non-Executive and Non- Independent Director Member

* Ms. Sujata Kishor Naik was appointed as Independent Director w.e.f 23rd October, 2019.

*Mr. Rajesh Bhupendra Shah appointed as Non-Executive and Non- Independent Director w.e.f. 23ra October, 2019.

*Mr. Kiran Vitthal Bhogate resigned from the post of Independent Director w.e.f. 23rd October, 2019.

• Mr. Rajesh Shah resigned from the post of Non-Executive Non-Independent Director w.e.f. 14th February, 2020.

*Ms. Sujata Kishor Naik resigned from the post of Independent Director w.e.f. 29th October, 2020.

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

c. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the said section.

• Composition (From 01.04.2019 to 23.10.2019):

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP CATEGORY
Mr. Aditya Mehra Independent Director Chairman
Mr. Kiran Vitthal Bhogate Independent Director Member
Ms. Monica Gupta Non-Executive and Non Independent Director Member

*Mr. Aditya Mehra Resigned from the post of Independent Director w.e.f. 23rd October, 2019.

* Ms. Monica Gupta Resigned from the post of Non-Executive Non-Independent Director w.e.f. 23rd October, 2019.

*Mr. Kiran Vitthal Bhogate resigned from the post of Independent Director w.e.f. 23rd October, 2019.

Composition (From 23.10.2019 to 31.03.2020):

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP CATEGORY
Ms. Sujata Kishor Naik Independent Director Chairman
Mr. Kiran Vitthal Bhogate Independent Director Member
Mr. Rajesh Bhupendra Shah Non-Executive and Non- Independent Director Member

* Ms. Sujata Kishor Naik was appointed as Independent Director w.e.f. 23rd October, 2019.

*Mr. Rajesh Bhupendra Shah appointed as Non-Executive and Non- Independent Director w.e.f 23rd October, 2019.

*Mr. Kiran Vitthal Bhogate resigned from the post of Independent Director w.e.f. 23rd October, 2019.

• Mr. Rajesh Shah resigned from the post of Non-Executive Non-Independent Director w.e.f. 14th February, 2020.

*Ms. Sujata Kishor Naik resigned from the post of Independent Director w.e.f. 29th October, 2020.

*Ms. Sujata Naik Resigned from the post of Non-Executive Independent Director w.e.f. 29th October, 2020.

The Company Secretary of the Company shall act as the Secretary of the Stakeholders Relationship Committee. Set forth below are the terms of reference of our Stakeholders Relationship Committee.

• To look into the redressal of grievances of shareholders, debenture holders and other security holders;

• To investigate complaints relating to allotment of shares, approval of transfer or transmission of shares;

• To consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of annual report, non-receipt of declared dividends; and

• To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to time.”

• Details of Investors grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2020 are NIL.

• Compliance Officer:

Ms. Rajlaxmi Saini is the compliance Officer of the Company for the above.

AUDITORS:

• Statutory Auditors:

Pursuant to the provisions of Section 139 and 142 and other applicable provisions, if any, of the Companies Act, 2013 and rules, circulars, notifications made/issued there under, including any amendments, modification, variation or re-enactment thereof, the appointment of M/S Ashar & Pathak Chartered Accountant, bearing Firm Registration No. 0127006W as the Statutory Auditors of the Company, be and hereby appointed as Auditors of the Company for a period of five years from the conclusion of Annual General Meeting held on 30th September 2019 till the conclusion of the Sixth Annual General Meeting at such remuneration as shall be fixed by the Board of Directors of the Company.

• Secretarial Auditor:

The Copy of Secretarial Audit Report for the period from 1st April, 2019 till 31st March, 2020 issued by Mr. Jaymin Modi, Company Secretary in Practice has been attached and marked as Annexure - IV. The Secretarial Auditors Report for the period from 1st April, 2019 till 31st March, 2020 does not contain any qualification, reservation or adverse remark.

Further Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have appointed, M/s Brijesh Shah & Co., Practicing Company Secretaries, Mumbai to conduct the Secretarial Audit for the financial year 2020-2021

• Internal Auditor:

Pursuant to the Provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 the consent of the Board of Directors be and is hereby accorded for the appointment of M/s Yogesh Bhuva & Co, Chartered Accountants (FRN No 151897W), as the Internal Auditor of the Company for the Financial Year 2020-21 at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and Internal Auditor.

• Auditors Report:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved by the Audit Committee and the Board. The Internal Financial Controls are adequate and working effectively. The scope and authority of the Internal Audit is laid down by the Audit Committee and accordingly the Internal Audit Plan is laid out to maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company. Based on the report of internal audit, process owners/concerned departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE:

The Company being listed on the Small and Medium Enterprise Platform (BSE SME PLATFORM) is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence no corporate governance report is disclosed in this Annual Report. It is Pertinent to mention that the Company follows Majority of the provisions of the corporate governance voluntarily.

CORPORATE SOCIAL RESPONSIBILITY:

In view of the Regulation 15(1) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015, the provisions related to Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company and hence the same is not given in the Report. However the Company continues to adheres the best practices prevailing in Corporate Governance and follows the same in its true spirit.

CODE OF CONDUCT

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on Companys website (www.hkglimited.com).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Additional information required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and forming part of the Report is reproduced herewith:

(a) Conservation of energy and technology absorption: NIL

A. CONSERVATION OF ENERGY
i. Steps taken or impact on conservation of energy.
ii. Steps taken by the company for utilizing alternate sources of energy.
iii. Capital investment on energy conservation equipment.
B. TECHNOLOGY ABSORPTION
i. Efforts made towards technology absorption.
ii. Benefits derived like product improvement, cost reduction, product development or import substitution.
iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)-
a) Details of technology imported.
b) Year of import.
c) Whether the technology has been fully absorbed.
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
e) Expenditure incurred on research & development.

(b) Foreign Exchange earnings and outgo: NIL

Total foreign exchange inflow: Nil

Total foreign exchange outflow: Nil

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established/formed a vigil mechanism to deal with genuine concerns of the employees and Directors. All employees and Directors are made aware of the mechanism. The Company has established a system to ensure effective functioning of the mechanism.

COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees etc.) are covered under this policy. Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

Number of cases pending as on the beginning of the financial year Nil
Number of complaints filed during the financial year Nil
Number of cases pending for more than 90 days Nil
Number of cases pending at the end of end of the financial year Nil
Nature of action taken by the employer or District Officer NA

COMPLIANCES REGARDING INSIDER TRADING:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved and adopted 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 designated employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code. All Board of Directors and designated employees have confirmed compliance with the Code.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statement relate and the date of this report.

RISK MANAGEMENT POLICY:

Your company has formulated a risk management policy and has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and periodical review to ensure that executive management controls risk my means of a properly designed framework.

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

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

The Company thanks all of the employees for their contribution to the Companys performance. The Company applauds all the employees for their superior levels of competence, dedication and commitment to your Company.

Registered Office:

Gala No.1 & Gala No. 2, Ground Floor,

Neelam Industrial Estate, C.T.S. No.251,

Shantilal Mody Cross Road No.2,

Kandivali (West), Mumbai-400067

By order of the Board

For HKG Limited

(Formerly known as Yogya Enterprises Limited)

Sd/- Sd/-
Rajesh Bhupendra Shah Hardik Manoj Shah
Managing Director Executive Director
DIN- 02057050 DIN-06843854
Place: Mumbai
Date: 09.12.2020