Dear Members,
Board of Directors hereby present the 32nd Annual Report on the business and operations of Yogi Limited together with the Audited Statements of Accounts for the financial year ended 31 st March, 2024.
1. FINANCIAL HIGHLIGHTS:
The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies
(Accounts) Rules, 2014.
The financial performance of the Company, for the Financial Year ended on 31st March, 2024 is summarized below:
(Amount in Lakhs)
2. DIVIDEND
Since the company has incurred loss during the year, the Board does not recommend declaration of any dividend for the FY 2023-24.
3. PERFORMANCE REVIEW
During the year under review, total income of the company has increased from Rs. 18.01 lakhs to Rs. 29.66 lakhs. The company has incurred losses of Rs. 38.10 lakhs as against loss Rs. 30.21 lakhs in the previous year.
4. TRANSFER TO RESERVE
The Company has not transferred amount to reserves during the Financial Year 2023-24.
5. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year within the meaning of Section 73(1) of the Companies Act, 2013, and the rules made thereunder.
6. CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in nature of business.
7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has no subsidiary, Joint Venture and Associate companies.
No company has become or ceased to be the Company's subsidiaries, joint ventures or associate companies during the year under review.
8. RAISING OF FUNDS BY ISSUANCE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS AND CORRESPONDING CHANGE IN SHARE CAPITAL
Pursuant to the shareholders' approval received at Extra-ordinary General Meeting held on 10th June, 2022 your Company has allotted third and last tranche of 50,96,470 Equity Shares pursuant to conversion of Convertible Warrants on preferential basis of face value of Rs. 10/- each, at a price of Rs. 25/- each (at a premium of Rs. 15/-) to promoters and non-promoters, for cash consideration, by way of a preferential issue on a private placement basis in terms of provisions of Section 42, 62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Further, pursuant to the shareholders' approval received at Extra-ordinary General Meeting held on 19th July, 2023 your Company issued 30,00,000 Equity Shares on preferential basis of face value of Rs. 10/- each, at a price of Rs. 27/- each (at a premium of Rs. 17/-) to non-promoters, for cash consideration, by way of a preferential issue on a private placement basis in terms of provisions of Section 42, 62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Further, pursuant to the shareholders' approval received at Extra-ordinary General Meeting held on 24th January, 2024 your Company issued has issued 1,38,08,687 convertible warrants on preferential basis convertible into 1,38,08,687 equity shares of the company of the face value of Rs. 10/- each, at a price of Rs. 28/- each (at a premium of Rs. 18/-) to promoter and non-promoters, for cash consideration, by way of a preferential issue on a private placement basis in terms of provisions of Section 42, 62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Post completion of the issuance, the equity paid up share capital of the Company has increased from 82,60,843 Equity Shares of Rs. 10/- each to 2,19,02,709 Equity Shares of Rs. 10/- each.
9. SHARE CAPITAL
The details of Share capital of the Company is as under:
During the period under review, the Authorised Share Capital of the Company was increased from Rs. 15 Crores to Rs. 25 Crores in the Extra Ordinary General Meeting held on 19th July, 2023 and was further increased from Rs. 25 Crores to Rs. 30 Crores in the Extra Ordinary General Meeting held on 24th January, 2024.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the applicable provisions of Section 152 of the Act and the Articles of Association of the Company Mr. Parth Shashikant Kakadiya, (DIN – 09545820), Director of the company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for the re-appointment
Further, Mr. Rahul Prakash Khedekar was appointed as Additional Non-Executive Independent Director of the Company w.e.f. 29th March, 2024. Further, Mr. Rahul Khedekar is proposed to be appointed as Non-Executive Independent Director of the Company in the ensuing Annual General Meeting, subject to members' approval.
Ms. Riddhi Sidhpura resigned as Company Secretary of the Company w.e.f. 10th January, 2024 and Mr. Avinash Sharma was appointed as Company Secretary of the Company w.e.f. 29th March, 2024. Other than the above, there has been no change in the constitution of Board during the year under review i.e. the structure of the Board remains the same.
11. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31st March, 2024 to which these financial statements relates and the date of this report.
12. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
In accordance with the provisions of Section 149(7) of the Act, Mr. Sachin Shivaji Wagh, Mrs. Kinjal Bhavin Gandhi and Mr. Rahul Khedekar Independent Directors of the Company as on 31st March, 2024 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors)
Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.
Further, the Independent Directors have confirmed that they have included their names in the Independent Director's databank maintained by the Indian Institute of Corporate Affairs in Act read with Rule 6 of Companies(AppointmentandQualifications . of Directors) Rules, 2014
The Board is of the opinion that both the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.
During the financial year 2023-24 a separate meeting of Independent Directors was held on 31st March, 2024, without the presence of executive directors or management representatives and the following matters were discussed: • the performance of non-Independent directors and the Board as a whole; • the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and • assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably . perform their duties
13. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.
The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.
The evaluation was done in accordance with the framework and criteria laid down by the NRC. Further, at a separate meeting, the Independent Directors evaluated performance of Non-Independent Directors, Board as a whole and of the Chairman of the Board.
14. AUDITORS:
i) Statutory Auditors and Audit Report
Pursuant to the provisions of Section 139 of the Act, M/s. B.K.G & Associates, Chartered Accountants (ICAI Firm Registration No. 114852W) are the Statutory Auditors of the Company, as per their appointment at the 30th AGM of the Company held on 30th September, 2022, for a period of 5 (five) years.
The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. 07th May, 2018.
M/s. B.K.G & Associates, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.
ii) Cost Auditors:
The Company is not required to keep cost records or appoint cost auditors.
iii) Secretarial Auditors and Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nishant Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed to this report as "Annexure A".
The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.
Reply to concerns mentioned in the Secretarial Audit Report as below:
iv) Internal Auditor
The Board, upon the recommendation of the Audit Committee, has appointed M/s. Mohan L Gupta &
Associates, as the Internal Auditor of the Company for financial year 2023-2024
The observations made in the Internal Auditors' Report are self-explanatory and therefore do not call for any further comments.
15. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis of financial condition, including the results of operations of the
Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a "Annexure B".
16. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on 31st March, 2024 is available on the Company's website www.yogiltd.com
17. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.
18. RELATED PARTY TRANSACTIONS
In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy. All related party transactions ("RPT") entered into during the financial year 2023-24 were in accordance with the Company's RPT Policy and on an arms' length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for approvals.
19. BOARD MEETING
During the year under review, the Board met Fifteen (15) times on 18th May 2023, 29th May 2023, 2nd June 2023, 12th July 2023, 9th August 2023, 12th August 2023, 24th August 2023, 2nd November 2023, 22nd December 2023, 18th January 2024, 17th February 2024, 21st February 2024, 14th March 2024, 20th March 2024 and 29th March 2024, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for theyear; iii. they have taken proper and sufficient care for the maintenance of adequate accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively
21. CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this report and is provided as a "Annexure C".
A certificate from M/s. Nishant Bajaj & Associates, Practicing Company Secretary regarding compliance on conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance.
22. LISTING ON STOCK EXCHANGE
The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the Financial Year 2023-24. The shares of the Company are traded at The BSE Ltd having Nation-wide terminals.
23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company's Code of Conduct.
Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.
The Whistle Blower Policy is available on the Company's website at the www.yogiltd.com
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.
The Board has nothing to report under this. However, the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstance. The Board has nothing to report under the head technology absorption.
During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign exchange earned was NIL (previous year Nil).
25. DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT
During the year under review, the Company had raised a total of Rs. 36,38,48,839/- (Rupees Thirty Six Crores Thirty Eight Lakhs Forty Eight Thousand Eight Hundred and Thirty Nine) by allotting Equity Shares and Convertible Warrants as per the details specified in Point no. 9 of the Report. The funds were utilised by the Company for the purpose of strengthening the financial position, to meet working capital requirements and to augment the financial resources of the company or such other objects, as the Board may from time to time decide in the best interest of the Company.
26. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.
27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as "Annexure D" to this Report.
28. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/right issues as at 31st March, 2024. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.
29. DISCLOSURES AUDIT COMMITTEE
The Audit Committee comprises of Three Directors viz. Mrs. Kinjal Bhavin Gandhi, Mr. Sachin Shivaji Wagh and Mr. Ghanshyambhai Nanjibhai Patel. The constitution of the Audit Committee meets the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations, 2015.
The Terms of Reference, Composition and Meetings and Attendance is as below: i. Terms of Reference/ Policy:
The terms of reference of the Audit Committee are in conformity with Section 177 of the Act and Regulation 18 of the Listing Regulations, 2015. The brief terms of reference inter alia are as follows
Oversight of Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
Recommend to the Board, the appointment, reappointment, remuneration and terms of appointment of auditors of the Company and, if required, their replacement or removal.
Approve payment to statutory auditors for any other services rendered by them.
Review, with the management, the quarterly and annual financial statements and auditors report thereon before submission to the Board for approval. and Officer ApproveappointmentofChiefFinancial background, etc. of the candidate.
Review and monitor the auditor's independence, performance and effectiveness of audit process.
Review the adequacy of internal audit function, including the structure of the internal audit department, if any, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit, etc. ii. Meetings and Attendance:
During the Financial Year 2023-24, 4 (Four) Meetings were held on 18th May 2023, 9th August 2023, 2nd November 2023 and 18th January 2024.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of three Non- Executive Directors, viz. Mrs. Kinjal Bhavin Gandhi, Mr. Sachin Shivaji Wagh and Mr. Parth Shashikantbhai Kakadiya. The constitution of the Committee meets the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations, 2015.
i. Terms of Reference/Policy:
The terms of reference of the Nomination and Remuneration Committee are in conformity with Section 178 of the Act and Regulation 19 of the Listing Regulations, 2015. The terms of reference are as follows:
The Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration same is posted on the website of the company.
Determine the compensation package of the Executive Directors, Secretary and other senior management personnel.
Formulate the criteria for determining qualifications, positive attributes and independence of a
Director and recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.
Formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors.
Devise a policy on diversity of Board of Directors.
Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.
Decide on whether to extend or continue the term of appointment of the Independent Directors, on the basis of the performance evaluation report of Independent Directors. ii. Meetings and Attendance:
During the Financial Year 2023-24, 2 (Two) Meetings were held on 9th August 2023 and 18th January 2024
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee comprises of Four Directors viz Mrs. Kinjal Bhavin Gandhi, Mr. Sachin Shivaji Wagh, Mr. Ghanshyambhai Nanjibhai Patel and Mr. Parth Shashikantbhai Kakadiya.
Mr. Avinash Sharma, Company Secretary is designated as the Compliance Officer of the Company. The constitution of the Stakeholders' Relationship Committee meets the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations, 2015. i. TERMS OF REFERENCE
The Committee inter alia oversees the redressal of Member and investor complaints / requests for transmission of shares, sub-division and consolidation of share certificates, issue of duplicate share certificates, requests for dematerialization and rematerialization of shares, non-receipt of declared dividend and non-receipt of Annual Report. It also recommends measures for improvement in investor services. The Committee also keeps a close watch on the performance of Link Intime India Private Limited, the Registrar & Share Transfer Agents (RTA) of the Company. The Committee also reviews various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports / statutory notices by the Members of the Company. The Committee meets as often as is necessary for resolution of important matters within its mandate. ii. Meetings and Attendance:
30. CORPORATE SOCIAL RESPONSIBILITY
During the FY 2023-24, Corporate Social Responsibility is not applicable to the company.
31. SEXUAL HARASSMENT POLICY
As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ‘Internal Complaints Committee' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2023-24.
32. CODE OF CONDUCT
Your Company has established a Code of Conduct and Code of Fair Disclosures for Prohibition of Insider Trading ("Code of Conduct" or "Code") which is applicable to the Employees, Directors, designated persons, immediate relatives of designated persons and connected persons of the Company. The Code lays down the standard of conduct, which is expected to be followed by the Directors and employees in their business dealings, and in particular, on matters relating to integrity in the work place, dealing with stakeholders and in business practices. All the Board Members and the Senior Management employees have confirmed compliance with the Code. The Code is available on website of the Company.
33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed concern status and Company's operations in future.
However, BSE have imposed the SOP fine on the company for default by erstwhile management. Kindly refer to Point No. 14 (iii) of this report.
34. COMPLIANCE OF ACCOUNTING STANDARDS:
As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.
35. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
36. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.
37. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.
38. APPRECIATION
Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Cooperation extended to the Company by all valued customers and bankers of the Company.
Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.