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HKG Ltd.

BSE: 539097 Sector: Others
NSE: N.A. ISIN Code: INE904R01019
BSE 00:00 | 27 Mar 88.00 0
(0.00%)
OPEN

88.00

HIGH

88.50

LOW

88.00

NSE 05:30 | 01 Jan HKG Ltd
OPEN 88.00
PREVIOUS CLOSE 88.00
VOLUME 20000
52-Week high 88.50
52-Week low 20.60
P/E
Mkt Cap.(Rs cr) 31
Buy Price 76.00
Buy Qty 4000.00
Sell Price 88.00
Sell Qty 4000.00
OPEN 88.00
CLOSE 88.00
VOLUME 20000
52-Week high 88.50
52-Week low 20.60
P/E
Mkt Cap.(Rs cr) 31
Buy Price 76.00
Buy Qty 4000.00
Sell Price 88.00
Sell Qty 4000.00

HKG Ltd. (HKG) - Director Report

Company director report

To

The Members

Yogya Enterprises Limited

Your Directors are pleased to present their report on the affairs of the company forthe 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 72078979 52411842
Profit before Interest Tax & Depreciation (8806994) 3208007
Less: Depreciation 328336 999963
Profit before Tax (9135330) 2208045
Prior Period Expenses Income Tax for Previous Years

-

-

TDS W/O - -
Profit before Tax after Extraordinary Items (9135330) 2208045
Less: Provision for Income Tax i) Current Tax

-

434297
ii) Deferred Tax (95586) 829
iii) Mat Credit - (434297)
iv) Excess Provision of Income tax Earlier year - (10198)
Net Profit/ (Loss) (9039744) 2217414

KEY HIGHLIGHTS

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

STATE OF COMPANY'S AFFAIR

The Company is engaged in the trading business. We are the registered dealer in MetalsIT Hardwares Bullion and Fabrics . All three Trading heads are our Strategic BusinessUnits 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 tothe General Reserve.

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

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

LISTING OF SHARES:

The equity shares of Yogya Enterprises Ltd (Scrip Code: 539097) are listed and admittedto 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 underreview.

NUMBER OF MEETINGS OF THE BOARD

During the year the Board of Directors of the Company has met on the following datesin 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.40000000/- divided into 4000000 equity shares of Rs. 10/- each. The Paid up EquityShare Capital as at March 31 2019 stood at Rs. 35000000/- divided into 3500000 equityshares of Rs. 10/- each fully paid.

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

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

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

CHANGES IN COMPOSITION OF BOARD.

The change in Composition of Directors during the financial year ended on March 312019 were made as per companies Act 2013 Mr. Monica Gupta retires at the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment. The Boardrecommends her re-appointment for approval of the members in the forthcoming AnnualGeneral Meeting.

Also During the year under review Mr. Shyam Sunder Aggarwal resigned as anIndependent Director of the Company and Mr. Kiran Vitthal Bhogate was appointed as anIndependent 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 6thJuly 2018 and Mr. Vikal Madan was appointed as Company Secretary and Compliance officerw.e.f. 23rd October 2018 and Mr. Ankit Rastogi CFO of the Company resigned on31st 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 allthe requirements as to qualify for their appointment as an Independent Director under theprovisions of Section 149 read with Schedule IV of the Companies Act 2013. The Boardconfirms that the independent directors meet the criteria as laid down under the CompaniesAct 2013.

None of the Independent Director on the Board of the Company serve as an IndependentDirector in more than seven (7) Listed Companies nor holds the position of Whole timeDirector in any Listed Company. Independent Directors of the Company have been appointedin 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 hadbeen followed and there is no material departures;

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 andthat such internal financial controls are adequate and were operating effectively.

(f) they had devised proper systems to ensure compliance with the provisions of allapplicable 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 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 areattached as Annexure ‘A' to this Report.

STATUTORY AUDITORS

M/s STRG & Associates Chartered accountants Statutory Auditors of the Companyhold office till the conclusion of the ensuing Annual General Meeting. However they havetendered their resignation to act as Statutory Auditors of the Company and M/s Ashar& Pathak Chartered Accountants (Registration No. 127006W) have given their consent toact as Statutory auditors of the Company. Also they have confirmed their eligibility tothe effect that their appointment if made would be within the prescribed limits underthe Act and that they are not disqualified for appointment. The Company has received theirwritten consent and a certificate that they satisfy the criteria provided under Section141 of the Act and that the appointment if made shall be in accordance with theapplicable provisions of the Act and rules framed thereunder.

Auditor's Report

Auditor's Report does not contain any observation(s)/qualification(s) hence does notcall for any explanation.

During the year under review the Auditors had not reported any matter under Section143 (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 financialstatement of the Company for the year ended 31st March 2019 is part of theAnnual Report.

Secretarial Auditors

The Board had appointed M/s Gagan Goel & Co Company Secretaries to carry outSecretarial Audit in accordance with the provisions of Section 204 of the Companies Act2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014for the financial year ended March 31 2019.

Secretarial Auditors's Report

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

A copy of the Secretarial Audit Report is annexed herewith as Annexure -B and formspart 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 asthe Company is not into any manufacturing activities.

(ii) Steps taken by the company for utilizing alternate sources of energy:-No suchsteps 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 anyborrowed 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 thereasons 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 TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Company's Internal Control Systems are commensurate with the nature of its businessand the size and complexity of its operations.

RISK MANAGEMENT

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

At present the Company has not identified any element of risk which may threaten theexistence 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 theCompanies Act 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013 every companyhaving networth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more

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

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

Your company does not have any unlisted/listed subsidiary company or Joint Ventures orany 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 theCompany's subsidiaries associates and joint venture companies in Form AOC-1 is attachedas Annexure C.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review the Company has not entered into any related partytransaction falling under sub-section (1) of Section 188 of the Companies Act 2013.Formfor disclosure of particulars of contracts/arrangements as required under clause (h) ofsub-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 hasConstituted an Audit committee. The Audit Committee comprises of majority of theIndependent Directors .All the members of the Committee have experience in financialmatters. The details of the composition of the committee are set out in the followingtable:

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 ("Nominationand Remuneration Committee"). The Nomination and Remuneration Committee wasreconstituted vide resolution passed at the meeting of the Board of Directors held on 16thJanuary 2019. The committee currently comprises of three (3) Directors. Mr. Aditya Mehrais the Chairman of the remuneration committee.The details of the composition of theCommittee 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 grievancecommittee ("Stakeholders relationship committee / Investors GrievanceCommittee") to redress the complaints of the shareholders. The Stakeholdersrelationship Committee / Investors Grievance Committee was reconstituted vide resolutionpassed at the meeting of the Board of Directors held on 16th January 2018. Thecommittee currently comprises of three (3) Directors Mr. Aditya Mehra is the Chairman ofthe 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 DIRECTORS'APPOINTMENT AND REMUNERATION

The Company has formulated a policy known as Nomination and Remuneration Policy togovern the appointment and payment of remuneration to directors and KMPs. The said policyis 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 reporttheir genuine concerns as approved by Board on recommendation of Audit Committee.

FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated EvaluationPolicy during the year which was approved by the Board of Directors. The Policy providesfor evaluation of the Board the Committee of the Board and individual Directorsincluding the Chairman of the Board. The policy provides that evaluation of theperformance of the Board as a whole Board Committees and Directors shall be carried outon 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 inregulation 17 to 27 and clause (b) to (i) of the sub-regulation (2) of regulation 46 andPara C D and E of Schedule V shall not apply to the company having paid up equity sharecapital not exceeding Rs. Ten Crore and net worth not exceeding Rs. Twenty Five Crore ason the last day of the previous financial year. The Company is covered under the exceptiongiven 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 theBalance 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 wasno dividend declared and paid last year.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) ofthe Companies At 2013 read with rule 5 of the Companies (Appointment of ManagerialPersonnel) Rules 2014 is given in Annexure-D and forms part of this Report. In terms ofSection 136(1) of the Companies Act 2013 the Report and the Accounts are being sent tothe Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy ofthe 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 ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975. During the year under reviewrelationship with the employees is cordial.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 Companyunder any scheme.

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

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

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

ACKNOWLEDGEMENTS

The Board of Directors acknowledges with gratitude the co-operation extended by theCompany's Bankers and also appreciates the continued trust and confidence reposed by theShareholders in the management. They also place on record their appreciation for thevaluable contribution and whole hearted support extended by the Company's employees at alllevels.

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