Yogi-Sung-Won (India)

The Directors present the Fifteenth Annual Report on the business and
 operations of the Company together with the Audited Statements of
 Accounts for the year ended March 31, 2008
 
 1.  FINANCIAL RESULTS
 
                                                          (Rs.in Lacs)
 Particulars                          Year Ended 31st  Year Ended 31st
                                        March 2008       March 2007
 
 Profit before Depreciation              (3.57)            (3.33)
 Less: Depreciation                       0.00              0.08
 Profit before Tax                       (3.57)            (3.41)
 Less: Prior Period Item                  0.00              0.01
 Less: Provision for Taxation             0.10              0.01
 PROFIT AFTERTAX                         (3.67)            (3.43)
 Less: Brought forward loss of
 previous year                         (339.79)          (336.36)
 Profit carried to Balance Sheet       (343.46)          (339.79)
 
 2.  STATE OF COMPANYS AFFAIR
 
 During the year under review, the Company was unable to earn profits
 and has incurred loss.
 
 The total loss during the year was 3.67 Lacs. But the management is
 confident that favorable economic conditions will help the Company
 revive its financial position. Proposal to aggressively pursue business
 related to infrastructure related segment has been carefully evaluated
 and steps have already been initiated towards this direction.
 
 During the year under review, Mr Lokesh Kapoor and Mr P Bharath (the
 Acquirers) had given Open Offer in compliance with all the
 prevailing laws and guidelines of SEBI and the Stock Exchanges by
 appointing Merchant Bankers which was successfully completed. 100340
 Fully Paid up Equity Shares of Rs l0/- each were tendered through the
 Open Offer process.
 
 Approvals of the Members are sought to alter the Main Objects in the
 Memorandum of Association to include suitable provisions to carry out
 business related to Infrastructure segment.  Furthermore, the name of
 the Company is proposed to be changed to YOGI INFRA PROJECTS LIMTIED.
 All these are required to be considered by the Members through Postal
 Ballot. Your Directors have initiated steps towards this direction.
 
 Furthermore, it is proposed to raise funds through preferential issue
 basis by issuing an optimum mix of Shares and Warrants to enable the
 Board generate funds on need basis. Certain strategic investors are
 being talked to.
 
 3.  DIVIDEND
 
 In view of the accumulated losses, your Directors regret their
 inability to recommend any dividend on the Equity Shares of the Company
 for the year ended 31st March 2008.
 
 4.  DEPOSITS
 
 The Company did not accept any deposits from the public and the
 provisions of Section 58A of the Companies Act, 1956 are not applicable
 to the Company.
 
 5.  PERSONNEL
 
 None of the employees of the Company come under the provisions of
 Section 217(2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) Rules, 1975.
 
 6.  DIRECTORS
 
 Pursuant to the Open Offer, the Mr. Rajesh Babubhai Mulani, Mr. Vijay
 P. Chauhan, Ms. Teena Kishore Bhai Dedhia, Mr. Brijesh Upadhyay Girish
 Bhai Directors opted to step down from the Board. Mr. Lokesh Kapoor,
 Mr. Bharath Phalanetra, Mr. Meghal Shantaram Karekar and Mr. Mandya
 Venkatachar Seshadri Vasan were inducted in to the Board.
 
 Your Board places on record their appreciation for the services
 rendered by the outgoing Directors.
 
 7.  AUDITORS
 
 Are these Auditors discontinuing
 
 Messrs Raju & Prasad, Chartered Accountants, Mumbai, retire at the
 conclusion of the Annual General Meeting. They have indicated their
 inability to continue as Auditors due to personal reasons. The Company
 has proposed to appoint Messrs Murugendrappa & Co., who have issued
 Certificate to the effect that their appointment, if made, will be
 within the prescribed limits under section 224 (1B) of the Companies
 Act, 1956, in place thereof.
 
 8.  AUDITORS REPORT
 
 With reference to the comments given by the Auditors in the Auditors
 Report on Accounts of the Company, the managements explanations have
 been suitably made in Notes to Accounts of the Balance Sheet and Profit
 and Loss Account and are self explanatory.
 
 9.  DEPOSITORY SYSTEMS
 
 Your Company continues with an arrangement with National Securities
 Depositories Limited (NSDL) and Central Depository Services (India)
 Limited (CDSL) for dematerialization of your Companys securities in
 accordance with the provisions of the Depositories Act 1995, which are
 fully operational and members may avail of such facilities. With this,
 the members have an option / discretion to hold their Demat shares in
 the Company through National Securities Depositories Limited and / or
 Central Depository Services (India) Limited.
 
 10. LISTING OF SECURITIES
 
 The Equity Shares of the Company are listed at Bombay Stock Exchange
 Limited. Further, your Company has duly paid the Annual. Listing Fees
 for the year 2008 - 09 to Bombay Stock Exchange Limited.
 
 11. CORPORATE GOVERNANCE
 
 The Company has complied with all the recommendations of Corporate
 Governance Code as provided in Clause 49 of the Listing Agreement. A
 report on Corporate Governance is given as Annexure to this report.
 
 12. MANAGEMENT DISCUSSION & ANALYSIS
 
 The Company during the year was not able to earn profits and has
 incurred loss. The Company also has accumulated losses from past years.
 The Company is continuously trying to revive its business and looking
 forward for various proposals for profitable projects. With the
 favourable economic conditions, your Directors and the Management look
 forward for better prospects in the near future.
 
 The Company has an adequate system of internal controls to commensurate
 with its nature of business and scale of operations.
 
 None of the Companys employees are represented by any labour union nor
 are subject to collective bargaining agreement. We have not experienced
 any work stoppages or any industrial indiscipline in the year under
 review.
 
 13. DIRECTORS RESPONSIBILITY STATEMENT
 
 As required under Section 217 (2AA) of the Companies Act, 1956, your
 Directors confirm that:-
 
 (i) in the preparation of the annual accounts for the financial year
 ended 31st March 2008, the applicable accounting standards have been
 followed.
 
 (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 true and fair view of the state of affairs of
 the Company as on 31st March 2008 and of the profit and loss of the
 Company for the year ended 31 March 2008
 
 (iii) the directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions if the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities
 
 (iv) the directors have prepared the annual accounts for the year under
 review on a going concern basis
 
 14. CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 Disclosure under section 217(l)(e) of the Companies Act, 1956, read
 with the Companies (Disclosure of particulars in the report of the
 Board of Directors) Rules, 1988 are as follows:
 
 (a) CONSERVATION OF ENERGY:
 
 Since the Company has not undertaken any business during the year,
 hence there is no question of energy conservation.
 
 (b) TECHNOLOGY ABSORPTION:
 
 No Technology has been developed or imported by way of foreign
 collaboration.
 
 (c) FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 During the year under review the Company has not incurred any
 expenditure in foreign currency neither the Company has earned any
 foreign exchange income.
 
 15. UNUSUAL ITEMS AFTER THE YEAR END DATE
 
 In the opinion of the Directors, no item, transaction or event of a
 material and unusual nature has arisen in the interval between the end
 of the financial year and the date of this report which would affect
 substantially the results of the operations of the Company and for the
 financial year in which this report is made
 
 16. ACKNOWLEDGMENTS
 
 Your Directors wish to place on record its appreciation for the
 whole-hearted and sincere co-operation and able guidance and support
 that the Company received from all concerned including, Banks, Stock
 Exchange, Government Authorities and Semi Government Bodies of the
 Central and State Government.
 
 Your directors also wish to place on record their appreciation for the
 good efforts put in by the employees of the Company and for the
 unstinted support extended by the shareholders
 
                                        For & on behalf of the Board
 
 Place: Baroda                         P. Bharath      Lokesh Kapoor
 Date : 23.8.2008                        Director        Director