DIRECTORS REPORT:

TO

THE MEMBERS

Your Directors are pleased to present the Twenty Second Annual Report of the Company on the business and operations along with the Audited Financial Statements for the year ended March 31, 2015

2. Financial Performance:

The revenue of the Company for the year ended March 31, 2015 was Rs. 9,404,881 (Rupees Ninety Four Lakhs Four Thousand Eight Hundred and Eighty One) as against revenue for the previous year at Rs. 9,317,818 (Rupees Ninety Three Lakhs, Seventeen Thousand Eight Hundred and Eighteen). Profit before Tax (PBT) for the year ended March 31, 2015 was Rs. 4,055,478 (Rupees Forty Lakhs Fifty Five Thousand Four Hundred and Seventy Eight) as against PBT for previous year at Rs. 4,118,431.

3. Dividend:

Your Directors regret their inability to recommend any dividend for the financial year ended March 31, 2015.

4. Review of Operations:

During the year, the Company did not carry out any operations related to infrastructure activities. However, the Company continues to earn profits from its Non-operational activities.

The Management is in the process of devising a futuristic and strategic roadmap for the Company. The Company is also keeping all operating expenses under tight control.

5. Change in the nature of business:

The Company is in the business of all kinds of infrastructure establishers/developers, real estate advisers/consultants/brokers, real estate agents builders promoters, developers of apartments, commercial buildings, factory buildings, hotels, malls, office buildings, residential flats and other civil structures and/or dealers in real estate's such as land, building, factory sheds, apartment, flats, hotels, cinema theatres, shopping complex, commercial premises, industrial sites, industrial sheds, guest houses, lodging houses, hotels, cottages, tourist bungalows, commercial premises, all other types of civil structures and places of entertainment, recreation and pleasure and other immovable properties of all kinds and description and/or any interest therein and to acquire by purchase, lease or otherwise lands, sites, buildings or any other civil structure and to build shops, buildings, godowns, hotels, restaurants, cinema theatres, touring talkies and other structures and/or to lease, sell, mortgage, hypothecate or otherwise dispose of or deal in any other way in such lands, sites, buildings and other structures.

Further during the year under review, there has been no change in the nature of business of the Company.

6. Share Capital:

a. Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares:

The Company has not issued any bonus Shares during the year under review.

d. Employee Stock Option:

The Company has not provided any Stock Options to the employees during the year under review.

As on March 31, 2015, the issued, subscribed and paid-up Share capital of your Company was Rs. 168,458,000 comprising of 16,845,800 equity Shares of Rs. 10 each.

7. Material changes and commitments, if any, affecting the financial position of the Company:

There have been no material changes and commitments 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 to and the date of report.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future

10. Board of Directors

(a) Changes in the composition of the Board during the year under review:

The following changes took place in the composition of the Board of Directors during the year under review

(i) Ms. Shilpa Upadhyay was appointed as an Independent Director on the Board of Directors of the Company for a consecutive period of Five (5) years at the Extra Ordinary General Meeting of the Members of the Company held on December 3, 2014 in accordance with the provisions of Section 149 of the Companies Act, 2013.

(ii) Mr. Prathamesh Ketkar was appointed as an Independent Director on the Board of Directors of the Company for a consecutive period of Five (5) years at the Extra Ordinary General Meeting of the Members of the Company held on December 3, 2014 in accordance with the provisions of Section 149 of the Companies Act, 2013.

(iii) Mr. Rajesh Agarwal resigned as the Managing Director of the Company with effect from December 3, 2014.

(iv) Mr. Yogesh Dave resigned as the Independent Director of the Company with effect from December 3, 2014.

(v) Mr. Chandrahas Shetty resigned as the Independent Director of the Company with effect from December 3, 2014.

(vi) In terms of the provisions of Section 152 of the Companies Act, 2013 and the provisions of the Articles of Association of the Company, Mr. Basudeo Agarwal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

(b) Declaration by the Independent Directors:

The Company has received the necessary declaration from each of the Independent Directors under section 149(7) of the Companies Act 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

(c) Number of Meetings of the Board:

The Board of Directors duly met 6 (Six) times on April 1, 2014, May 30, 2014, August 14, 2014, November 14, 2014, December 3, 2014 and February 13, 2015 during the year under review in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

(d) Company Policy on Director Appointment, Remuneration and Annual Formal Evaluation:

The Company has in place a policy relating to Directors Appointment, remuneration and other related matters under Section 178(3) of the Companies Act, 2013.

Appointment and evaluation of the Independent Directors is governed by the Code for Independent Directors provided in Schedule IV of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013, the Independent Directors at their meeting held on March 30, 2015 have carried out annual performance evaluation of the non- Independent Directors individually as well as of the Chairman.

(e) Committees of the Board:

The Company has the following Committees pursuant to the provisions of the Companies Act, 2013 read with relevant rules framed therein:

Audit Committee:

Further the terms of reference of the Committee as adopted by the Board in accordance with Section 177(4) of the Companies Act, 2013 is as follows:

The recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

Review and monitor the auditor's independence and performance, and effectiveness of audit process;

Examination o.f the Financial Statements and the Auditors' Report thereon;

Approval or any subsequent modification of transactions of the Company with related parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the Company, wherever necessary;

Evaluation of internal financial controls and risk management systems;

Monitoring the end use of funds raised through public offers and related matters.

Further all the recommendations made by the Audit Committee during the year under review were accepted by the Board of Directors

Vigil Mechanism/ Whistle Blower Policy:

The Company has duly adopted a Whistle Blower Policy as a part of the Vigil Mechanism for the Employees to report genuine concerns or grievances to the Chairman of the Audit Committee or the Ombudsman and take steps to resolve the issues amicably.

Directors' Responsibility Statement:

In pursuance of Section 134 (3) (c) and (5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors 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 and loss of the Company for that period;

(iii) the Directors 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;

(iv) the Directors had prepared the annual accounts on a going concern basis; and

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

11. Key Managerial Personnel:

During the year under review, the following changes took place in the key managerial Personnel:

Mr. Rajesh Agarwal was appointed as the Chief Financial Officer of the Company pursuant to Section 203 of the Companies Act, 2013 read with applicable rules made thereof (including any amendments, if any) with effect from December 3, 2014.

12. Auditors:

(a) Appointment of Statutory Auditors:

M/s G L Singhal & Co, Chartered Accountants, Kolkata bearing Firm Registration Number 313078E have been appointed as Statutory Auditors of the Company for period of three years ending March 31, 2017, subject to ratification at every Annual General meeting of the Company pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. In terms of the first proviso of Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting.

Further the Company has also received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Accordingly, the appointment of M/s G L Singhal & Co, Chartered accountants, as statutory auditors, is placed for ratification by the Shareholders at the ensuing Annual General Meeting.

(b) Auditors' Report:

The Auditors' Report on the Financial Statements of the Company for the financial year ended March 31, 2015 has the following qualification:

(i) Income Tax Act, 1961:

Contingent Liabilities are classified as claims and not acknowledged as debts, guarantees or other money for which the Company is contingently liable as per the provisions of Income Tax Act, 1961.

(ii) Section 186 of the Companies Act, 2013:

The Company has granted unsecured loans to various parties, in excess of the limits prescribed under Section 186 of the Act without obtaining the prior approval of the Shareholders by way of a Special Resolution.

Management's Response:

The Board has obtained the requisite approval of the Members through Postal Ballot for increasing the investment limits to ? 25,00,00,000 under Section 186 of the Companies Act, 2013 on August 14, 2015.

13. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Ms. Jyoti N Kholia, Company Secretary in whole time practice, as the Secretarial Auditor of the Company to conduct the secretarial audit of the Company for the Financial Year 2014 - 15.

The Secretarial Audit Report for the financial year 2014-15 forms part of the Directors Report as 'Annexure A'

The following observations are made in the Secretarial Audit Report during the year under review:

(a) Section 186 of the Companies Act:

The Board of Directors have made investments higher than the limits specified under Section 186 of the Companies Act 2013. However the requisite approval of Members through postal ballot of the Company was obtained after the reporting period;

Management's Response:

The Board has obtained the requisite approval of the Members through Postal Ballot for increasing the investment limits to ? 25,00,00,000 under Section 186 of the Companies Act, 2013 on August 14, 2015.

(b) Section 203 of the Companies Act, 2013:

The Company has not complied with the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with respect to appointment of Company Secretary. Also, the appointment of the Chief Financial Officer was not within the prescribed time limits;

Management's Response:

The Company is in the process of recruiting a Company Secretary in order to comply with the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further the delay in appointment of Chief Financial Officer happened inadvertently and due care would be taken henceforth to avoid such instances.

(c) Clause 41 of the Listing Agreement:

The Company has not published its financial results as required to be made under Clause 41 of the Listing Agreement.

Management's Response:

The Company would henceforth publish the financial results as required under Clause 41 of the Listing Agreement.

(d) Clause 54 of the Listing Agreement:

The Company has not maintained functional website as required to be maintained as per clause 54 of the Listing Agreement.

Management's Response:

The Company is already in the process of creating a functional website in compliance with Clause 54 of the Listing Agreement.

14. Deposits:

The Company has not accepted any deposits during the year under review.

15. Particulars of Loans, Guarantees or Investments:

The Company has not taken any loan or provided any guarantee under the provisions of Section 186 of the Companies Act, 2013 for the year under review. Further the Company has made investments under Section 186 of the Companies Act, 2013, details of which is provided in Note No. 10 of the Financial Statements which forms part of the Annual Report.

16. Extract of Annual Return:

The extract of Annual Return in the prescribed format as required under Section 134(3) (a) of the Companies Act, 2013 is annexed as 'Annexure B' to the Board Report.

17. Particulars of contracts or arrangements with related parties:

All related party transactions under Section 188 of the Companies Act, 2013, were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with  the interest of the Company at large. The Company has also adopted a framework on related party transactions to ascertain the criteria of 'ordinary course of business' and 'Arm's Length Price'

The details of the transactions entered into with the related parties during the year under review are set out in Form AOC 2 annexed as 'Annexure C.

18. Internal Control System and their adequacy:

The Company has duly established and maintained its internal controls and procedures for the financial reporting and evaluated the effectiveness of Internal Control Systems. The internal control systems commensurate with the size, scale and complexity of its operations.

19. Internal & Concurrent audit:

The Company conducts its Internal and Concurrent audit within the parameters of regulatory framework which is well commensurate with the size, scale and complexity of its operations.

The Internal Auditors monitor the efficiency and effectiveness of the internal control systems in the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

20. Statement on remuneration of employees of the Company:

The Company does not have any employee whose remuneration needs to be disclosed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. Risk Management Policy:

The Company has put in place a comprehensive Risk Management Policy duly approved by the Board. The Policy details the Objective of Risk Management Framework, Role of Board/Committees of the Board, Senior Management and Employees in ensuring effective risk management, the risk management process and Periodical Review.

22. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual harassment during the financial year under review.

23. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Due to the nature of the business activities of the Company, the details of Conservation of Energy and Technology Absorption as required to be provided under Section 134(3) (m) are not given as the same is not applicable to the Company.

Further there were no foreign exchange earnings or expenditures during the year under review.

24. Acknowledgements:

Your Directors wish to place on record their deep sense of appreciation for the devoted services of all the employees of the Company for its growth

Your Directors also acknowledge with gratitude the help and support received from the Shareholders, Bankers, Customers, Exchanges and Regulators and hope to continue to get such support in times to come

By the order of the Board of Directors

For Yogi Infra Projects Limited

Sanjay Agarwal

Managing Director DIN: 00462902

Basudeo Agarwal

Director

DIN:00462889

Place : Mumbai

Date : September 5, 2015