Directors Report of UR Sugar Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their report on the affairs of the company for the Financial Year ended March 31, 2015.

FINANCIAL PERFORMANCE

(Audited) (Amount in Rs.)

Particulars Financial Year Financial Year ended ended 31.03.2015 31.03.2014

Total Revenue 264,141,574 124,215,408

Profit before Interest, Tax & 1,136,079 881,701 Depreciation

Less: Depreciation 664,393 371,718

Profit before Tax 471,686 509,983

Prior Period Expenses

Income Tax for Previous Years 11,399 -

TDS W/O 29,473 -

Profit before Tax after Extraordinary 430,814 509,983 Iteams

Less: Provision for Income Tax

i) Current Tax 201,981 90,500

ii) Deferred Tax 26,120 24,014

Net Profit/ (Loss) 202,713 395,469

KEY HIGHLIGHTS

The Total Revenue for the year grew to Rs. 26.41 Cr. in 2014-15 from Rs 12.42 Cr. in 2013-14, resulting in a growth of 112.64%.

The Net Profit for the year declined to Rs. 2.03 Lacs in 2014-15 from Rs. 3.95 Lacs. In the previous year i.e. a decline of 48.61%.

The Earnings per share (EPS) for the year is 0.14 per share resulting a decline of 64.10 % as compared to Rs 0.39 per share of the previous year.

STATE OFCOMPANY'S 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. In year 2014-15 we have done a sales of more than Rs 27 Crores and in current financial year we have a target sales of more than Rs 50 Crores.

The Company has ventured in to Supply and Trading in Computer Hardware with initial focus on Delhi and NCR Region in addition to its existing line of trading operations w.e.f. 01-03-2015

The company bags order to supply Computer Hardware and Peripherals worth Rs. 2.5 Crores from Skyway Ventures Limited on 13th May, 2015

The Company bags order to Supply Computer Hardware and Peripherals worth Rs. 8 Crores (Rupees Eight Crores) from Aashee Infotech Limited on 08th May, 2015

DIVIDEND

In order to meet the additional working capital requirements of the Company, No Dividend has been declared.

TRANSFER TO RESERVES:

During the year under review, the company has 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 is no Material changes Affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

LISTING OF SHARES:

The Company came out with an IPO of 35,00,000 equity shares which opened on 25th March, 2015. The equity shares of Yogya Enterprises Ltd (Scrip Code: 539097) are listed and admitted to dealings on the SME Platform of BSE in the list of 'MT' Group Securities w.e.f. 15.04.2015. Issue price was Rs. 15/- per share (Face Value Rs.10/-, Premium Rs. 5/-). Date of Allotment in the public issue was April 9, 2015.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the Financial year under review. However, the company has ventured in to supply and trading in computer hardware with initial focus on Delhi and NCR Region in addition to its existing line of trading operations w.e.f. 01-03-2015

NUMBER OF MEETINGS OF THE BOARD0

The Board met 14times during the Financial Year 2014-15, on 15/05/2014, 25/10/2014, 26/11/2014, 10/12/2014, 12/12/2014, 15/12/2014, 17/12/2014, 18/12/2014, 22/12/2014, 22/01/2015, 03/03/2015, 16/03/2015, 17/03/2015

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors and other Key Managerial Personnel

During the period under review Ms. Rama Rani resigned from the Board w.e.f. 17.12.2014.

As per the provisions of the Companies Act, 2013, Ms. 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.

During the year, Mr. Shyam Sunder Aggarwal and Mr. Aditya Mehra were appointed as Additional Director by the Board on 05.12.2014.Their term are upto the conclusion of the forthcoming AGM. In Compliance of section 149 of the Companies Act, 2013, regarding appointment of Independent Director, the Board recommends their appointment as Independent Director for the approval of members in the forthcoming Annual General Meeting.

KEY MANAGERIAL PERSONNEL

In compliance of section 203 of the Companies Act, 2013, Mr. Tarun Kumar, CFO, Mr. Rajeev Gupta, Managing Director and Ms. Prachi Sharma, Company Secretary are Key Managerial Personnel of the Company and were appointed at current designation on 25.12.2014, 27.11.2014 and 01/06/2015.

Mr. Tarun Chhabra was appointed as Company Secretary and Compliance officer on 22.12.2014. He resigned w.e.f. 27.05.2015

INDEPENDENT DIRECTORS

In terms of sub-section (10) of section 149 of the Companies Act, 2013 (effective from 01-04-2014), every listed company shall appoint Independent Directors, who shall hold office for a term up to 5 (five) consecutive years on the Board of a company and sub section (11) of section 149 states that no Independent Director shall be eligible to be appointed for more than 2 (two) consecutive terms of 5 (five) years.

Further, it may be noted that sub-section (5) of section 149 of the Companies Act, 2013, provides for a transitional period of one year (from 01-04-2014) for re-appointment of the Independent Directors, if eligible, for a consecutive period of 5 (five) years (if it is intended so by the Board) subject to compliance with the eligibility and other prescribed conditions.

In compliance of Section 149 of the Companies Act, 2013, regarding appointment of independent directors, your board have decided to recommend the appointment of Mr.Aditya Mehra, and Mr. Shyam Sunder Aggarwal as independent directors for period of 1 year.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have 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.

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, the retiring auditors are eligible for reappointment to hold office from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting. A written declaration has been received from them confirming that, if appointed, their re-appointment will be within the limits specified under Section 141of the Companies Act, 2013. The audit committee has recommended their reappointment. Members may kindly consider their re-appointment and fix their remuneration.

Auditor's Report

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

SECRETARIAL AUDITORS

The Company got listed on 15th April, 2015. So Secretarial Audit for the Financial Year 2014-15 was not required as per the provisions of Companies Act, 2013

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 COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals 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 and efficien conduct of its business, including adherence to the Company's 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 Company's Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations.

The provision of sec 138 was not applicable to the company during the period under review.

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 net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a 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 Company's subsidiaries, associates and joint venture companies in Form AOC-1 is attached as Annexure B.

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 C.

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 Designation Status

1 Mr. AdityaMehra Independent Director Chairman

2 Mr.Shyam Sunder Aggarwal Independent Director Member

3 Ms. Monica Gupta Non Executive and Non Member Independent Director

Nomination and Remuneration Committee

Our Company has constituted a nomination and remuneration committee ("Nomination and Remuneration Committee"). The Nomination and Remuneration Committee was constituted vide resolution passed at the meeting of the Board of Directors held on 18th December, 2014. 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 Designation Status

1 Mr. Aditya Mehra Independent Director Chairman

2 Mr. Shyam Sunder Aggarwal Independent Director Member

3 Ms. Monica Gupta Non Executive and Non Member Independent Director

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 constituted vide resolution passed at the meeting of the Board of Directors held on 18th December, 2014. The committee currently comprises of three (3) Directors Mr. Aditya Mehra is the Chairman of the Stakeholders relationship Committee / Investors Grievance Committee.

S. No. Name Designation Status

1 Mr. Aditya Mehra Independent Director Chairman

2 Mr.Shyam Sunder Aggarwal Independent Director Member

3 Ms. Monica Gupta Non Executive and Non Member

Independent Director

POLICY ON DIRECTORS'APPOINTMENT 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.

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

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. Though the Company got listed in the Month April 2015 and as such the provision of Corporate Governance were not required to be complied with by the Company, however, the report on Corporate Governance as stipulated under the Listing Agreement is prepared on the basis of current period applications which forms an integral part of this Report. As during the period under review Corporate Governance were not applicable, therefore Auditors Certification has not been obtained and Management Discussion and analysis report is also not attached. Basic information in the Corporate Governance is given for the sake of investors.

DEPOSITS

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

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rue 5(2) of the Companies (Appointment of Managerial Personnel) Rules, 2014 is given in Annexure-D and forms part of this Report.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges with gratitude the co-operation extended by the Company's 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 Company's employees at all levels.

By Order of the Board For Yogya Enterprises Limited

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(Rajeev Gupta) Managing Director DIN:00603828 Residential Address: 203, Gupta Arcade, ShresthVihar Market, Delhi, 110092, Delhi, INDIA

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(Monica Gupta) Director DIN:01559355 Residential Address: GOVERDHAN LAL ARORA, C-19,EAST BALDEV PARK, KRISHNA NAGAR, DELHI, 110051

Place: New Delhi Date: 2nd September 2015