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HKG Ltd.

BSE: 539097 Sector: Others
NSE: N.A. ISIN Code: INE904R01027
BSE 00:00 | 20 Oct 47.60 -2.15
(-4.32%)
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51.80

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51.80

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NSE 05:30 | 01 Jan HKG Ltd
OPEN 51.80
PREVIOUS CLOSE 49.75
VOLUME 177500
52-Week high 70.15
52-Week low 30.00
P/E 119.00
Mkt Cap.(Rs cr) 83
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 51.80
CLOSE 49.75
VOLUME 177500
52-Week high 70.15
52-Week low 30.00
P/E 119.00
Mkt Cap.(Rs cr) 83
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

HKG Ltd. (HKG) - Director Report

Company director report

To

The Members

HKG Limited

(Yogya Enterprises Limited)

Your Directors take pleasure in presenting the 10th Board Report on the business andoperations of your Company together with the Audited Financial Statements for the yearended 31st March 2020.

Financial Highlights

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

Particular Year Ended On 31st March2020 Year Ended On 31st March2019
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. 93.87Lakhs against Rs. 720.7898 Lakhs in the previous year. Loss Incurred for the CurrentFinancial Year is Rs. (188.7273) Lakhs as compared to Rs. (90.3974) Lakhs in the previousyear.

COVID-19 PANDEMIC

In the last month of F.Y. 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees 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 ofCOVID-19 on the entity's expectations about short- and medium-term performance thepossible effect on asset valuation and an entity's ability to continue as a going concernneed to be determined on a case-by-case basis. “Multiple scenarios may exist aboutthe potential impact of COVID-19 on an entity”

DIVIDEND

In order to strengthen the financial position of the Company the Directors have notrecommended 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 noraccepted any public deposits within the meaning of Section 73 and 74 of the Companies Act2013 read with Companies (Acceptance of Deposit) Rules 2014. As such no specific detailsprescribed in Rule (8) (1) of the Companies (Accounts) Rules 2014 (as amended) areacquired to be given or provided.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT2013

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 wherever applicable are given in the notes to financialstatements.

CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY

During the period under review there has been no Change in the Capital Structure of theCompany. 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 equityshares. The ISIN No. INE904R01027 has been allotted for the Company. 100% of the Company'sPaid-up Share Capital is in dematerialized form as on 31st March 2020.

CORPORATE INDENTIFICATION NUMBER:

The Company's CIN as allotted by the Ministry of Corporate Affairs (“MCA”) isL51909MH2010PLC340313.

SHARE CAPITAL

Equity Share Capital:

The authorised Share Capital of the Company as on the date of Balance sheet is Rs.40000000/- divided into 4000000 equity shares of Rs. 10/- each.

The Paid-up share Capital of the Company as on the date of Balance Sheet is Rs.35000000/- divided into 3500000 equity shares of Rs. 10/- each.

(DETAILS OF OPEN OFFER)

Open Offer (“Offer”) for the acquisition up to 910000 Equity Shares of ' 10each representing 26.00 % of the total equity and voting share capital of the TargetCompany. The Detailed Public Statement (“DPS”) pursuant to the PublicAnnouncement (“PA”) made by the Acquirer have appeared in Business Standard(English and Hindi Daily) all editions and Mumbai Lakshadeep (Marathi Daily) on 24thJuly 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 theTarget 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 theTakeover Code and prima facie appear to be justified. The recommendation of IDC waspublished in the aforementioned newspapers on 28th August 2019. There has been nocompetitive 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 ITHardwares Bullion and Fabrics.

The Company has now changed its business and is one of the fastest growing businessconglomerates in Mumbai which connects small businesses and empower them to grow throughthe use of its web interfaces and services. The vision is to make web interface serviceaccessible 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 theCompanies 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 withrelated party transactions as approved by the Board may be accessed on the Companywebsite.

During the year under review the transactions entered into by the Company with relatedparties as defined under the Act and the Listing Regulations were in the ordinary courseof Business and on arm's length basis.

Particulars of contracts or arrangements with related parties as required under Section134(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 applicableAccounting 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 withSchedule 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 suitablyqualified experienced and competent. The members of the Board of Directors are personswith considerable experience and expertise in Audit Accounts Finance Administration andMarketing. The Company is benefitted by the experience and skills of the Board ofDirectors. The Independent Directors have made disclosures to the Board confirming thatthere are no material financial and/or commercial transactions between them and thecompany 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 886000 Shares

• Retirement by Rotation

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

Mr. Hardik Manoj Shah (DIN: 06843854) Executive Director of the Company is liable toretire by rotation at the forthcoming Annual General Meeting and being eligible offershimself 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 theBoard of directors whether they directly indirectly or on behalf of third parties havea 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 meetthe expectations of operational transparency to stakeholders while at the same timemaintaining confidentiality of information in order to foster a culture of gooddecision-making.

(ii) Key functions of the Board of Directors

a. Reviewing and guiding corporate strategy major plans of action risk policy annualbudgets and business plans setting performance objectives monitoring implementation andcorporate performance and overseeing major capital expenditures acquisitions anddivestments.

b. Monitoring the effectiveness of the listed entity's governance practices and makingchanges as needed.

c. Selecting compensating monitoring and when necessary replacing key managerialPersonnel and overseeing succession planning.

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

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

f. Monitoring and managing potential conflicts of interest of management members ofthe Board of Directors and shareholders including misuse of corporate assets and abuse inrelated party transactions.

g. Ensuring the integrity of the listed entity's accounting and financial reportingsystems including the independent audit and that appropriate systems of control are inplace in particular systems for risk management financial and operational control andcompliance with the law and relevant standards.

h. Overseeing the process of disclosure and communications.

i. Monitoring and reviewing Board of Director's evaluation framework.

(iii) Other responsibilities:

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

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

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

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

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

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

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

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 totasks where there is a potential for conflict of interest.

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

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

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

1. The Board of Directors and senior management shall facilitate the independentDirectors to perform their role effectively as a member of the Board of Directors and alsoa 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 frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees.

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

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

• The candidate's appointment as recommended by the Nomination and RemunerationCommittee requires the approval of the Board.

• In case of appointment of Independent Directors the Nomination and RemunerationCommittee 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 identifiedfor appointment as a Director is not disqualified for appointment under Section 164 of theCompanies 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 tocompliance with the Code of Conduct of the Company. All Independent Directors have alsogiven declarations that they meet the criteria of independence as laid down under Section149(6) of the Act.

INDEPENDENT DIRECTOR:

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

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and 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 thefollowing 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 section173 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 BOARD'S PERFORMANCE:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 and theListing Regulations the Board has carried out an annual performance evaluation of its ownperformance of individual Directors as well as the evaluation of the working of its allCommittees.

a. Independent Directors:

The performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofstakeholders etc. The Board was of the unanimous view that every Independent Director wasa 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 guidingthe management to achieving higher growth and continuance of each independent director onthe 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 IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-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 Boardof Directors of the Company confirms:

1. In the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures.

2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year ended 31stMarch 2020.

3. That the Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand 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 financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate & the date of the report.

6. There are proper systems which have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

7. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

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 Section177 of the companies Act 2013. The composition of the Audit Committee is in conformitywith 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. 23rdOctober 2019.

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

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

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

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

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

*Ms. Sujata Kishor Naik resigned from the post of Independent Director w.e.f. 29hOctober 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 considersnecessary.

• Role of Audit Committee:

The role of the Audit Committee shall include the following:

a. oversight of the listed entity's financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;

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

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

d. reviewing with the management the annual financial statements and auditor's reportthereon before submission to the board for approval with particular reference to:

e. matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act2013;

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

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

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

• compliance with listing and other legal requirements relating to financialstatements;

• disclosure of any related party transactions;

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

f. reviewing with the management the quarterly financial statements before submissionto the board for approval;

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

h. reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

i. approval or any subsequent modification of transactions of the listed entity withrelated 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 auditorsadequacy of the internal control systems;

n. reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment 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 intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting them to the board;

q. discussion with statutory auditors before the audit commences about the nature andscope 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 depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

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

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

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

Further the Audit Committee shall mandatorily review the following information:

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

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

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

• internal audit reports relating to internal control weaknesses; and

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

• statement of deviations: (a) quarterly statement of deviation(s) includingreport of monitoring agency if applicable submitted to stock exchange(s) in terms ofRegulation 32(1); (b) annual statement of funds utilized for purposes other than thosestated 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 theprovisions of Section 178 of the Companies Act 2013. The Composition of the Committee isin 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. 23rdOctober 2019.

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

October 2019.

*Mr. Kiran Vitthal Bhogate resigned from the post of Independent Director w.e.f. 23dOctober 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 23rdOctober 2019.

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

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

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

*Ms. Sujata Kishor Naik resigned from the post of Independent Director w.e.f. 29thOctober 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 positiveattributes 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 Personneland 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 theprovisions of Section 178(5) of the Companies Act 2013. The composition of the Committeeis 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. 23rdOctober 2019.

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

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

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

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

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

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

*Ms. Sujata Naik Resigned from the post of Non-Executive Independent Director w.e.f. 29thOctober 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 andother security holders;

• To investigate complaints relating to allotment of shares approval of transferor transmission of shares;

• To consider and resolve the grievances of the security holders of the companyincluding complaints related to transfer of shares non-receipt of annual reportnon-receipt of declared dividends; and

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

• Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/Investors registered with SEBI at the end of the current financial yearended 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 ifany of the Companies Act 2013 and rules circulars notifications made/issued thereunder including any amendments modification variation or re-enactment thereof theappointment 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 ofthe Company for a period of five years from the conclusion of Annual General Meeting heldon 30th September 2019 till the conclusion of the Sixth Annual General Meetingat 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 2019till 31st March 2020 issued by Mr. Jaymin Modi Company Secretary in Practice has beenattached and marked as Annexure - IV. The Secretarial Auditors' Report for the period from1st April 2019 till 31st March 2020 does not contain any qualificationreservation or adverse remark.

Further Pursuant to the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company have appointed M/s Brijesh Shah & Co. Practicing CompanySecretaries 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 13of the Companies (Accounts) Rules 2014 and other applicable provisions if any of theCompanies Act 2013 the consent of the Board of Directors be and is hereby accorded forthe appointment of M/s Yogesh Bhuva & Co Chartered Accountants (FRN No 151897W) asthe Internal Auditor of the Company for the Financial Year 2020-21 at such remuneration asmay be mutually agreed upon between the Board of Directors of the Company and InternalAuditor.

• Auditors Report:

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System including Internal Financial Controlscommensurate with the size scale and complexity of its operations as approved by theAudit Committee and the Board. The Internal Financial Controls are adequate and workingeffectively. The scope and authority of the Internal Audit is laid down by the AuditCommittee and accordingly the Internal Audit Plan is laid out to maintain its objectivityand independence the Internal Auditors reports to the Chairman of the Audit Committee ofthe Board.

The Internal Auditors monitors and evaluates the efficiency and adequacy of internalcontrol system in the Company. Based on the report of internal audit processowners/concerned departments undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon 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 andExchange Board of India (Listing Obligation and Disclosure Requirements) Regulation 2015.Hence no corporate governance report is disclosed in this Annual Report. It is Pertinentto mention that the Company follows Majority of the provisions of the corporate governancevoluntarily.

CORPORATE SOCIAL RESPONSIBILITY:

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

CODE OF CONDUCT

Regulations 17(5) of the SEBI (LODR) Regulations 2015 requires listed Companies tolay down a Code of Conduct for its Directors and Senior Management incorporating dutiesof Directors as laid down in the Companies Act 2013. The Board has adopted a Code ofConduct for all Directors and Senior Management of the Company and the same has beenplaced on Company's 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 theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 and forming part of theReport 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 ofthe 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 (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 and an Internal Complaints Committee has been set up to redresscomplaints received regarding Sexual Harassment at workplace with a mechanism of lodging& redress the complaints. All employees (permanent contractual temporary traineesetc.) are covered under this policy. Pursuant to the requirements of Section 22 of SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 readwith Rules thereunder the Company has not received any complaint of sexual harassmentduring 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) Regulations2015 as amended from time to time the code of conduct for prohibition of insidertrading as approved and adopted by the Directors and designated Employees of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information during the period of Trading WindowClosure. The Board is responsible for implementation of the Code. All Board of Directorsand designated employees have confirmed compliance with the Code.

COMPLIANCE OF SECRETARIAL STANDARDS:

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

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

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which this financial statementrelate and the date of this report.

RISK MANAGEMENT POLICY:

Your company has formulated a risk management policy and has in place a mechanism toinform the Board Members about risk assessment and minimization procedures and periodicalreview to ensure that executive management controls risk my means of a properly designedframework.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS:

There is no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations.

ACKNOWLEDGEMENT:

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

The Company thanks all of the employees for their contribution to the Company'sperformance. The Company applauds all the employees for their superior levels ofcompetence 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

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