HKG Ltd Directors Report.

To

The Members,

Yogya Enterprises Limited,

Your Directors are pleased to present their report on the affairs of the company for the Financial Year ended March 31, 2019.

FINANCIAL PERFORMANCE

(Audited) (Amount in Rs. )
Particulars Financial Year ended 31.03.2019 Financial Year ended 31.03.2018
Total Revenue 7,20,78,979 5,24,11,842
Profit before Interest, Tax & Depreciation (88,06,994) 32,08,007
Less: Depreciation 3,28,336 9,99,963
Profit before Tax (91,35,330) 22,08,045
Prior Period Expenses Income Tax for Previous Years

-

-

TDS W/O - -
Profit before Tax after Extraordinary Items (91,35,330) 22,08,045
Less: Provision for Income Tax i) Current Tax

-

4,34,297
ii) Deferred Tax (95,586) 829
iii) Mat Credit - (4,34,297)
iv) Excess Provision of Income tax Earlier year - (10,198)
Net Profit/ (Loss) (90,39,744) 22,17,414

KEY HIGHLIGHTS

During the period under consideration, the total Revenue for the year increased from Rs. 5.24 Cr in 2017- 18 to Rs. 7.21 Cr in 2018-19. The Net Profit for the year decreased to loss of Rs. 90.40 Lacs in 2018- 19 from profit of Rs. 22.17 Lacs in the previous year.

STATE OF COMPANYS AFFAIR

The Company is engaged in the trading business. We are the registered dealer in Metals, IT Hardwares, Bullion and Fabrics . All three Trading heads are our Strategic Business Units and are headed by team of professionals.

DIVIDEND

Since the company is in loss during the year, No Dividend has been declared.

TRANSFER TO RESERVES:

During the year under review, the company has transferred not transferred any amount to the General Reserve.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There are no material changes affecting the affairs of the company which have occurred between the end of the financial year on March 31, 2019 of the company to which the financial statements relate and the date of this report.

LISTING OF SHARES:

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

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the financial year under review.

NUMBER OF MEETINGS OF THE BOARD

During the year, the Board of Directors of the Company has met on the following dates, in compliance with the provisions of the Companies Act, 2013:

S No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 9th May, 2018 5 5 100%
2 6th July, 2018 5 5 100%
3 24th August, 2018 5 5 100%
4 31st August, 2018 5 5 100%
5 23rd October, 2018 5 5 100%
6 13th November, 2018 5 5 100%
7 16th January, 2019 4 4 100%

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2019 stands at Rs. 40,000,000/- divided into 4,000,000 equity shares of Rs. 10/- each. The Paid up Equity Share Capital as at March 31, 2019 stood at Rs. 35,000,000/- divided into 3,500,000 equity shares of Rs. 10/- each fully paid.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2019, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimum blend of Executives and Non-Executive Professional Directors. As on March 31, 2019. The Board of Directors consists of Four (4) Directors including one Managing Director, One (1) Non-executive Independent Director and Two (2) Non Executive and Non Independent Director including one Woman Director. All the Directors possess the requisite qualifications and experience in general corporate Management, finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

CHANGES IN COMPOSITION OF BOARD.

The change in Composition of Directors during the financial year ended on March 31, 2019 were made as per companies Act 2013, Mr. Monica Gupta retires at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment for approval of the members in the forthcoming Annual General Meeting.

Also, During the year under review, Mr. Shyam Sunder Aggarwal resigned as an Independent Director of the Company and Mr. Kiran Vitthal Bhogate was appointed as an Independent Director of the Company w.e.f. 16th January, 2019.

KEY MANAGERIAL PERSONNEL

During the year, Ms. Jaya Arora has resigned as Company Secretary on 6th July, 2018, and Mr. Vikal Madan was appointed as Company Secretary and Compliance officer w.e.f. 23rd October, 2018 and Mr. Ankit Rastogi, CFO of the Company resigned on 31st August, 2018 and Ms. Meenu was appointed as CFO of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

Independent directors had submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 read with Schedule IV of the Companies Act, 2013. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.

None of the Independent Director on the Board of the Company serve as an Independent Director in more than seven (7) Listed Companies nor holds the position of Whole time Director in any Listed Company. Independent Directors of the Company have been appointed in accordance with the applicable provisions of the Companies Act, 2013 (“Act”) read with relevant rules.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures;

(b) they 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 of the company for that period;

(c) they 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) they had prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 are attached as Annexure ‘A to this Report.

STATUTORY AUDITORS

M/s STRG & Associates, Chartered accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting. However, they have tendered their resignation to act as Statutory Auditors of the Company, and M/s Ashar & Pathak, Chartered Accountants (Registration No. 127006W) have given their consent to act as Statutory auditors of the Company. Also, they have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

Auditors Report

Auditors Report does not contain any observation(s)/qualification(s), hence does not call for any explanation.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The Report given by M/s STRG & Associates, Statutory Auditors on the financial statement of the Company for the year ended 31st March, 2019 is part of the Annual Report.

Secretarial Auditors

The Board had appointed M/s Gagan Goel & Co, Company Secretaries to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31, 2019.

Secretarial Auditorss Report

The Company will ensure the timely Compliances as mention in the by the Secretarial Audit Report.

A copy of the Secretarial Audit Report is annexed herewith as Annexure -B and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION (A) Conservation of energy:

(i) Steps taken or impart on conservation of energy :-No such steps were required as the Company is not into any manufacturing activities.

(ii) Steps taken by the company for utilizing alternate sources of energy:-No such steps were required as the Company is not into any manufacturing activities.

(iii) Capital Investment on energy conservation equipments:-NIL

(B) Technology absorption

(I) efforts made towards technology absorption:- As the Company is not using any borrowed technology no such steps are required.

(II) benefit derived:-NA

(III) In case of imported technology- N.A.

a) The detail of technology imported

b) The year of import

c) Whether the technology been fully absorbed

d) If not fully absorbed areas where absorption has not been taken place, and the reasons thereof

(IV) Expenses incurred on R & D: NIL FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in Rs.)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Foreign Exchange Outgo NIL NIL
Foreign Exchange Earning NIL NIL

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Companys Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implement the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company.These are discussed at the meeting of the Audit Committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has not made any investment and given guarantee under Sec 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having networth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more

ora net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

Your company does not have any unlisted/listed subsidiary company or Joint Ventures or any Associate Companies. Pursuant to the provisions of the Rule 8 of Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companys subsidiaries, associates and joint venture companies in Form AOC-1 is attached as Annexure C.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company has not entered into any related party transaction falling under sub-section (1) of Section 188 of the Companies Act, 2013.Form for disclosure of particulars of contracts/arrangements as required under clause (h) of sub-section (3) of section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014) is provided in the Board Report in the form AOC- 2 as Annexure D.

COMPOSITION OF COMMITTEES

Audit Committee

As per the provisions of Section 177 of the Companies Act, 2013 your Company has Constituted an Audit committee. The Audit Committee comprises of majority of the Independent Directors .All the members of the Committee have experience in financial matters. The details of the composition of the committee are set out in the following table:

S. No. Name Status Designation
1 Mr. Aditya Mehra Independent Director Chairman
2 Mr. Kiran Vitthal Bhogate Independent Director Member
3 Ms. Monica Gupta Non Executive and Non Independent Director Member

Nomination and Remuneration Committee

Our Company has constituted a nomination and remuneration committee ("Nomination and Remuneration Committee"). The Nomination and Remuneration Committee was reconstituted vide resolution passed at the meeting of the Board of Directors held on 16th January, 2019. The committee currently comprises of three (3) Directors. Mr. Aditya Mehra is the Chairman of the remuneration committee.The details of the composition of the Committee are set out in the following table:

S. No. Name Status Designation
1 Mr. Aditya Mehra Independent Director Chairman
2 Mr. Kiran Vitthal Bhogate Independent Director Member
3 Ms. Monica Gupta Non Executive and Non Independent Director Member

STAKEHOLDERS RELATIONSHIP COMMITTEE / INVESTORS GRIEVANCE COMMITTEE

Our Company has constituted a Stakeholders relationship Committee / investors grievance committee ("Stakeholders relationship committee / Investors Grievance Committee") to redress the complaints of the shareholders. The Stakeholders relationship Committee / Investors Grievance Committee was reconstituted vide resolution passed at the meeting of the Board of Directors held on 16th January, 2018. The committee currently comprises of three (3) Directors Mr. Aditya Mehra is the Chairman of the Stakeholders relationship Committee / investor Grievance Committee.

S. No. Name Status Designation
1 Mr. Aditya Mehra Independent Director Chairman
2 Mr. Kiran Vitthal Bhogate Independent Director Member
3 Ms. Monica Gupta Non Executive and Non Independent Director Member

POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION

The Company has formulated a policy known as Nomination and Remuneration Policy to govern the appointment and payment of remuneration to directors and KMPs. The said policy is available on website www.yogya.co.in

ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, as approved by Board on recommendation of Audit Committee.

FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated Evaluation Policy during the year, which was approved by the Board of Directors. The Policy provides for evaluation of the Board, the Committee of the Board and individual Directors, including the Chairman of the Board. The policy provides that evaluation of the performance of the Board as a whole, Board Committees and Directors shall be carried out on an annual basis.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) of the sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the company having paid up equity share capital not exceeding Rs. Ten Crore and net worth not exceeding Rs. Twenty Five Crore, as on the last day of the previous financial year. The Company is covered under the exception given under Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, therefore Company is not require to comply with the said provisions

DEPOSITS

Your Company has neither accepted nor any fixed deposits was outstanding as of the Balance Sheet date.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of the Companies At, 2013 read with rule 5 of the Companies (Appointment of Managerial Personnel) Rules, 2014 is given in Annexure-D and forms part of this Report. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees) Rules, 1975. During the year under review, relationship with the employees is cordial.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares/ ESOP) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges with gratitude the co-operation extended by the Companys Bankers and also appreciates the continued trust and confidence reposed by the Shareholders in the management. They also place on record their appreciation for the valuable contribution and whole hearted support extended by the Companys employees at all levels.

Bv Order of the Board

For Yogya Enterprises Limited For Yogya Enterprises Limited
Sd/- Sd/-
(Rajeev Gupta) (Monica Gupta)
Managing Director Director
DIN: 00603828 DIN: 01559355
Residential Address: Residential Address:
203, Gupta Arcade, Shrestha Vihar Market, GOVERDHAN LAL ARORA,
Delhi, 110092, Delhi, INDIA C-19, EAST BALDEV PARK, KRISHNA NAGAR, DELHI, 110051

Place: New Delhi Date: 31st August, 2019