Dear Members,
The Board of Directors is pleased to present the 21st Annual Report on the
business and operations of the
Company along with the Audited Financial Statements for the financial year ended on 31
st March, 2024.
FINANCIAL HIGHLIGHTS:
The key financial figures of your Company for the financial year endedst March, 2024
are as under: 31
(Amount in’000 Rs )
|
31/03/2024 |
31/03/2023 |
Particulars |
|
|
Net Revenue from operations |
2,80,633.04 |
3,11,934.81 |
| Add: Other Income |
373.18 |
731.61 |
Total Revenue |
2,81,006.22 |
3,12,666.42 |
Expenditure |
2,56,031.60 |
2,89,783.49 |
Profit/ (Loss) before Finance Cost, Depreciation |
24,974.62 |
22,882.93 |
& Amortization and Tax Expenses |
|
|
| Less: Finance Cost |
3,254.87 |
3,653.08 |
| Less: Depreciation & Amortization |
4,315.97 |
3,943.67 |
Profit/ (Loss) Before Tax |
17,403.78 |
15,286.18 |
| Less: Taxation |
|
|
| i) Current Tax |
4,679.44 |
4,191.43 |
| ii) Deferred Tax |
(265.28) |
(323.39) |
| Total Tax (i+ii) |
4,414.16 |
3,868.04 |
Profit/ (Loss) after Tax |
12,989.62 |
11,418.14 |
| Add: Balance brought forward from previous year |
11,860.34 |
4,283.23 |
| Less: Utilized for Bonus Share issue |
9,381.97 |
3,841.62 |
| Less: Utilized for Interim Dividend |
7,192.85 |
- |
Balance carried forward to next year’s accounts |
8,275.14 |
11,860.34 |
Note: The above figures are extracted from the Annual Financial Statements for the year
ended 31 st March, 2024.
RESULT OF OPERATIONS & STATE OF COMPANY AFFAIRS:
The Key points pertaining to the business of the Company for the year 2023-24 and
period preceding thereto have been given hereunder:
The Total revenue of the Company during the Financial year 2023-24 was Rs 2,81,006.22
(‘000) against the total revenue of Rs 3,12,721.4 (‘000) in the
previous financial year 2022-23.
The Total expenses of the Company during the financial year 2023-24 was Rs 2,63,602.44
(‘000) against the expenses of Rs 2,97,435.22 (‘000) in the previous
financial year 2022-23.
The Profit after tax wasRs 12,989.62 (‘000) for the financial year
2023-24 as compared to the Profit after tax of Rs 11,418.14 (‘000) in the
previous financial year 2022-23.
The performance of the Company in terms of overall revenue generation during the period
under consideration was quite phenomenal. Despite multidimensional crisis, your company
continues to develop its strengths by institutionalizing sound commercial processes and
effectively putting the hard work on a continuous basis to thrive, maintain and capitalize
the growth opportunities. Your Company strongly believes that its success in the
marketplace and good reputation are among the primary determinants of shareholder value.
Its close relationship with customers and a deep understanding and anticipation of
consumers’ requirements early depicts a strong commercial backbone. The state of your
Company’s affairs is given under the heading ‘Financial Highlights’, Result
of Operations and State of Company Affairs’ and various other headings in this Report
and the Management Discussion and Analysis Report, which forms part of the Annual Report.
TRANSFER TO RESERVES:
Your Company has not proposed any amount to be transferred to the reserves of the
Company.
CHANGE IN SHARE CAPITAL: Authorised Share Capital:
The Authorised Share Capital of the Company as on 31st March, 2024 was
Rs.11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000/- (One Crore Ten
Lakhs ) equity shares of Rs.10/- each.
Paid up Capital:
The Paid up capital of the Company as on 31st March, 2024 was Rs. 7,19,28,460 (Rupees
Seven Crore Nineteen Lakhs Twenty Eight Thousand four hundred sixty only) divided into
71,92,846 (Seventy One Lakh Ninety Two Thousand Eight Hundred and Forty Six) equity shares
of Rs.10/- each.
Bonus Issue of Shares:
The Company issued and allotted 9,38,197 equity shares of Rs.10/- each through Bonus
Issue of shares on 7th October, 2023.
CHANGE IN CAPITAL AFTER THE END OF FINANCIAL YEAR BUT BEFORE THIS REPORT:
The Company issued and allotted 35,96,423 equity shares of Rs.10/- each through Right
Issue.
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, ("Listing Regulations"), the Board of Directors at their
meeting held on June 8, 2024 approved the allotment of 35,96,423 Right Equity Shares of
face value of Rs. 10/- each for cash at a price of Rs. 10 per Right Equity share at par.
Consequently, the issued, subscribed and paid up capital of the Company as on 8th June,
2024 was at the end of the financial year stood atRs 10,78,92,690/- (Rupees Ten Crore
Seventy Eight Lakhs Ninety Two Thousand Six Hundred and Ninety) divided into 1,07,89,269
(One Crore Seven Lakhs Eighty Nine Thousand Two Hundred and Sixty Nine) Equity Shares of
Face Value of Rs 10/- (Rupee Ten Only) each.
INTERIM DIVIDEND:
The Company in its board meeting dated 8th November, 2023 declared interim dividend of
Rs 1/- on 7192846 equity shares.
DIVIDEND:
After considering the present circumstances holistically and keeping in view the need
to conserve the resources in the long run for future, the Board of Directors of the
Company decided that it would be prudent not to recommend any Dividend for the year under
review.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company during the financial
year under .
DETAILS OF SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANY:
The Company does not have any subsidiary, associate or joint venture company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(a) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152(6) of the Companies Act and Articles
of Association, Mr. Chandresh S. Saraswat (DIN: 01475370), Managing Director of the
Company, shall retire by rotation and being eligible offers himself for reappointment at
the ensuing Annual General Meeting of the Company. None of the Key managerial Personnel
were appointed or resigned during the year. Pursuant to the Section 203 of the Companies
Act, 2013, Mr. Chandresh S. Saraswat Managing Director, Mr. Lokeshkumar Edival- Officer
are the Key Managerial ChiefFinancialOfficer Personnel of the Company. It is to be noted
that Ms. Nidhi Bhatt Company Secretary and Compliance Officer of the Company resigned
w.e.f 10th August, 2024.
Save and except aforesaid mentioned, there were no other changes in the Board of
Directors and Key Managerial Personnel of the Company.
(b) DECLARATION BY INDEPENDENT DIRECTOR(S):
The Company has received requisite declarations from the Independent Directors of the
Company, confirming that they meet the criteria of independence as prescribed under
Section 149 of the Companies Act, 2013 read with rules made thereunder and Regulation 16
of the SEBI Listing Regulations.
Independent Directors have also confirmed that they have complied with Schedule IV of
the Act and the Company’s Code of Conduct.
Further, the Independent Directors have also submitted their declaration in compliance
with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended from time to time, which mandated the inclusion of an Independent
Director’s name in the data bank of Indian Institute of Corporate Affairs
("IICA") for a period of one year or five years or life time till they continues
to hold the office of an independent director.
(c) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
In compliance with the requirements of SEBI Regulations, the Company has put in place a
familiarization programme for the Independent Directors to familiarize them with their
role, rights and responsibility as Directors, the working of the Company, nature of the
industry in which the Company operates, business model etc. All Independent Directors are
also familiarized with the Guidelines of professional conduct, Role, Function and Duties
as an Independent Director under the Companies Act and applicable SEBI Listing
Regulations. As a part of familiarisation programme as required under SEBI Regulations,
the Independent Directors are apprised during the Board /Committee Meetings on the
industry / market trends, Company’s operations, governance, internal control process
and other relevant matters. The details of the familiarization programme are disclosed on
the website of the Company and direct access to the policy is linked herewith
http://yugdecor.com/ wp-content/uploads/2020/12/3.pdf.
(d) PROCEDURE FOR NOMINATION AND APPOINTMENT OF INDEPENDENT DIRECTORS:
The Nomination and Remuneration Committee is responsible for developing competency
requirements for the Board based on the industry and strategy of the Company. Board
composition analysis reflects in-depth understanding of the and compliance
requirements.Company,includingitsstrategies, environment, operations, and financial
The Board based on the recommendation of Nomination and Remuneration Committee, has
framed the policy on terms and condition for the appointment of Independent Directors of
the Company, keeping in view the provisions of the Companies Act, 2013 along with
applicable provisions of SEBI (Listing Obligation & Disclosure Requirements)
Regulation, 2015. The said details of terms and conditions are available on the website of
the Company at http://yugdecor.com/wp-content/uploads/2020/12/10.pdf
MEETINGS OF THE BOARD OF DIRECTORS:
Being the two-tier Corporate Governance Structure at the Company, the Board of
Directors, along with its Committees, provides leadership and guidance to the Management,
leads, directs and supervises the performance of the Company, thereby enhancing
stakeholder value. The Board has fiduciary relationship in ensuring that the rights of all
stakeholders are protected. In contrast that involve any potential conflict of interest,
the Interested Directors excuse themselves and the ultimate decision making authority is
conferred upon the Independent Directors of the Company, representing fair, transparent
and ethical business environment of the Company. The Board met 6 times during the
year on 27th May, 2023, 18thAugust, 2023, 7th October, 2023, 8th November,
2023, 12th January, 2024 and 10th February, 2024 in respect of which proper
notices were given and the proceedings were properly recorded, signed and maintained in
the Minutes book kept by the Company for the purpose. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013.
Name of Directors |
Category |
Number of Meetings Attended / Total Meetings held during
the year 2023-24 |
Attendance at the last AGM held on 22nd
September, 2023 |
Mr. Chandresh S. Saraswat |
Chairman & Managing Director |
6/6 |
Yes |
| Ms. Ankita Saraswat |
Whole time Director |
6/6 |
No |
Mr. Santosh Kumar Saraswat |
Non-Executive Director |
6/6 |
Yes |
Mr. Abhay Rameshchandra Shrivastava |
Non-Executive Independent Director |
6/6 |
No |
Mr. Rajesh G. Shah |
Non-Executive Independent Director |
6/6 |
Yes |
MEETING OF MEMBERS:
During the year under review, 20th Annual General Meeting was held on Friday, 22nd
September, 2023. No Extra Ordinary General Meeting (EGM) was held during the year.
COMMITTEES OF THE BOARD:
The Board committees play a crucial role in the governance structure of the Company and
have been constituted to deal with specific areas/ activities which concern the Company
and need a closer review. The Board committees are set up under the formal approval of the
Board, to carry out clearly defined roles which are considered to be performed by the
members of the Board, as a part of good governance practice. The Board supervises the
execution of its responsibilities by the Committees and is responsible for their action.
All decisions and recommendations of the committees are placed before the Board for
information or for approval. The minutes of the meetings of all the committees are placed
before the Board for their review.
The Board has constituted 3 (three) committees:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee.
The major terms of reference of the Committee, its composition and number of meetings
held during the year are as given below:
1. AUDIT COMMITTEE:
The Audit Committee acts as a link among the Management, Internal Auditors, the Board
of Directors and the statutory auditors to oversee the financial reporting process of the
Company. Its purpose is to monitor financial reporting processes, review the
Company’s established system and processes for internal controls, governance and to
review the Company’s statutory and internal audit activities.
The role of Audit Committee is in accordance with Regulation 18 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015 and major terms of reference as
specified under Section 177 of the Companies Act, 2013. a) The major terms of reference of
the Audit Committee include: Examination of Financial Statements and Auditor’s
Report thereon; Recommendation for appointment, re-appointment, remuneration and
terms of appointment of auditors of the Company and fixation of audit fee; Reviewing
and monitoring the Statutory Auditor’s independence and performance and effectiveness
of audit process; Evaluation of internal financial controls and risk management
Approval or modifications of related party Establishing and Reviewing functioning
of the Whistle Blower mechanism;
Scrutiny of Inter-corporate loans and investments and reporting. b) Composition and
Attendance:
During the year under review, Audit Committee met 4 times on 27th May, 2023, 7th
October, 2023, 8th November 2023 and 12th January, 2024. All the recommendations made by
the Committee during the year were accepted and implemented by the Board of Directors.
S r No. |
. Name of the Director |
Status Committee |
in Nature of Directorship |
Total Meetings Attended/ Total Meetings Held
during the F.Y. 2023-24 |
1. |
Mr. Rajesh G. Shah |
Chairman |
Non-Executive Independent Director |
4/4 |
2. |
Mr. Santosh Kumar Saraswat |
Member |
Non-Executive Director |
4/4 |
3. |
Mr. Abhay Shrivastava |
Member |
Non-Executive Independent Director |
4/4 |
2. NOMINATION & REMUNERATION COMMITTEE:
The role of the Nomination and Remuneration Committee is in accordance with Regulation
19 of the Listing Regulations and Section 178 of the Companies Act, 2013. The Committee
has been constituted to carry out such functions/responsibilities entrusted it on by the
Board of Directors from time to time. a) The major terms of reference of the Nomination
& Remuneration Committee include: appointed in senior management in Identification
ofpersons qualified accordance with the criteria laid down, recommend to the Board their
appointment and removal; Formulation of the criteria for determining
qualifications, director; Specifying the manner for effective evaluation of
performance of Board, its committees and individual directors; Recommending to the
Board a policy, relating to the remuneration for the directors, key managerial personnel
and other employees and
Any other matters listed in Part D of Schedule II to the Listing Regulations and in
Section 178 of the Companies Act, 2013. b) Composition and Attendance: The Nomination
& Remuneration Committee met only once during the year under review on 10th Febru-ary,
2024. The Company Secretary acts as Secretary to the Committee. All the recommendations
made by the Committee during the year were accepted by the Board.
S r No. |
. Name of the Director |
Status Committee |
in Nature of Directorship |
Total Meetings Attended/ Total Meetings Held
during the F.Y. 2023-24 |
1. |
Mr. Rajesh G. Shah |
Chairman |
Non-Executive Independent Director |
1/1 |
2. |
Mr. Santosh Kumar Saraswat |
Member |
Non-Executive Director |
1/1 |
3. |
Mr. Abhay Shrivastava |
Member |
Non-Executive Independent Director |
1/1 |
Criteria for Determining Qualifications, Positive Attributes and Independence of a
Director: The Nomination and Remuneration Committee has formulated the criteria for
determining qualifications, positive attributes and independence of Directors in terms of
provisions of Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II
of the Listing Regulations. c) Nomination & Remuneration Policy: The Board has, on the
recommendation of the Nomination & Remuneration Committee, framed a Policy for
selection, appointment and remuneration of Directors and Key Managerial Personnel,
including criteria of Directors. The policy has been fordeterminingqualifications,
uploaded on the website of the Company at
http://yugdecor.com/wp-content/uploads/2020/12/4.pdf.
3. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders’ Relationship Committee is primarily responsible to review all
matters connected with the Company’s transfer of securities and Redressal of
shareholders’ / investors’ / security holders’ complaints. The
Committee’s composition and terms of reference are in compliance with Regulation 20
the Listing Regulations and the provisions of the Companies Act, 2013. a) The major terms
of reference of the Stakeholders Relationship Committee include: Consideration
& Resolution of the grievances of security holders of the Company; Reviewing of
Transfer / Transmission requests / Demat / Remat requests of the security shareholders and
issuance of duplicate share certificate,ifany. b) Composition and Attendance: The Stakeholders
Relationship Committee met 4 times during the year under review on 27th May, 2023, 18th
August, 2023, 7th October, 2023, and 10th February, 2024. The Company Secretary acts as
Secretary to the Committee.
S r No. |
. Name of the Director |
Status Committee |
in Nature of Directorship |
Total Meetings Attended/ Total Meetings Held during the
F.Y. 2023-24 |
1. |
Mr. Rajesh G. Shah |
Chairman |
Non-Executive Independent Director |
4/4 |
2. |
Mr. Santosh Kumar Saraswat |
Member |
Non-Executive Director |
4/4 |
3. |
Mr. Abhay Shrivastava |
Member |
Non-Executive Independent Director |
4/4 |
c) Investor Redressal System:
During the year under review, there was no complaint registered or pending: Number of
complaints filed during the financial year: Nil Number of complaints disposed of during
the financial year: Nil Number of complaints pending as on end of the financial year: Nil
SEBI Investor Redressal System (SCORES): The investor complaints are processed in a
centralised web-based complaints redress system. The salient features of this system are:
Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by
concerned companies and online viewing by investors of actions taken on the complaint and
its current status.
Your Company has registered itself on SCORES platform. During the year under review,
there was no complaint registered as well as pending at SCORES platform and BSE Platform.
INDEPENDENT DIRECTORS’ MEETING:
The Independent Directors met on 10th February, 2024, without the attendance of
Non-Independent Directors and members of the Management. The Independent Directors
reviewed 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
Director and Non- Executive Directors and assessed 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 its duties. A separate meeting of the
Independent Directors (Annual ID Meeting) was convened, which reviewed the performance of
the Board (as a whole), the Non-Independent Directors and the Chairman. The Independent
Directors inter-alia discuss the issues arising out of Committee meetings and Board
discussions including the quality, quantity and timely flow of information between the
Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties. Post the Annual ID Meeting, the collective feedback of each of the
Independent Directors was discussed by the Chairman of the BNRC with the Board covering
the performance of the Board as a whole, the performance of the Non-Independent Directors
and the performance of the Chairman of the Board
DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 134(3)(c) read with sub section (5) of the
Companies Act, 2013 (‘Act’), it is hereby confirmed that: (a) in the preparation
of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures; (b) 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 the profit and loss of the Company for
the period ended 31st March, 2024; (c) the Directors had taken proper and sufficient care
for the maintenance of adequate accounting records in accordance with the provisions of
the Companies Act 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; (d) the Directors had prepared the annual
accounts on a going concern basis; (e) the Directors had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively and; (f) 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.
PARTICULARS OF EMPLOYEES:
The statement containing particulars of employees as required under Section 197 of the
Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provide in a separate annexure forming part of this report as Annexure-I.
AUDITORS’ AND AUDITORS’ REPORT:
1. STATUTORY AUDITORS & AUDIT REPORT-
M/s. Pankaj K Shah Associates, Chartered Accountants, Ahmedabad (Firm Registration No.
107352W) were appointed as Statutory Auditors of the Company for a term of five
consecutive years, to hold office from the conclusion of 16th AGM till the conclusion of
the 21st AGM, therefore their tenure of appointment will expire after the
conclusion of ensuing 21st Annual General Meeting of the Company. Hence, the matter of
appointment of M/s. P.D. Goinka & Co., Chartered Accountants, Ahmedabad (Firm
Registration No 103260W) as the Statutory Auditors of the Company pursuant to Section 139
and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, has been
included in the Notice calling the 21st Annual General Meeting of the Company.
Appointment of M/s. P.D. Goinka & Co., Chartered Accountants, Ahmedabad (Firm
Registration No 103260W) as the Statutory Auditors of the Company is proposed for a
consecutive term of 5 years i.e. from the conclusion of 21st Annual General Meeting to the
conclusion of 26th Annual General Meeting of the Company.
Further the Company has received letter of consent of appointment from the proposed
Statutory Auditors. The Auditors’ Report is self-explanatory and do not call for any
further comments. There is no qualification, reservation, adverse remark or disclaimer by
the Statutory Auditors in their report.
2. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT-
Pursuant to the requirement of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company has appointed M/s. Riddhi Khaneja & Associates, Practicing Company
Secretaries, Ahmedabad, (CP No: 17397) to conduct Secretarial Audit of the Company for the
Financial Year 2024-25.
The Secretarial Audit Report for the Financial Year 2023-24 is appended as Annexure–II
to this report in the form of FORM MR-3. This Report does not contain any
qualification, reservation, adverse remark or disclaimer.
3. INTERNAL AUDITORS:
The Company has put in place an adequate system of internal control processes and has
appointed Mr. Narendrakumar Y. Tiwari, Proprietor of M/s. Narendra Y. Tiwari &
Associates (FRN: 154258W), Chartered Accountants, Ahmedabad, as the Internal Auditors of
the Company, on the recommendation of Audit Committee, for the Financial Year 2024-25. The
Internal Auditor conducts the internal audit of the functions and operations of the
Company and reports to the Audit Committee and Board from time to time.
4. MAINTAINANCE OF COST RECORDS: by the Central Government TheCompanyisnotrequired
to maintain/audit the cost records as specified Under Section 148(1) of the Companies Act,
2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014.
REPORTING OF FRAUD, IF ANY BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has
reported any instances of fraud committed against the Company to the Audit Committee under
Section 143(12) of the Companies Act, 2013.
INTERNAL CONTROL SYSTEM:
The Company continuously evolves in strengthening its internal control processes and
has adopted adequate and appropriate policies and procedures including the design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including
adherence to the Company’s policies, safeguarding of its assets, prevention and
detection of fraud and errors, accuracy and completeness of the accounting records and
timely preparation of reliable financial disclosures under the Companies Act, 2013.
Procedures to ensure conformance with the policies, standards and delegations of authority
have been put in place covering all activities. Audit Committee periodically reviews the
performance of Internal Audit System. The Company has a rigorous business planning system
to set targets and parameters for operations which are reviewed with actual performance to
ensure timely initiation of corrective action, if required. The Audit Committee
periodically reviews the Internal Control Systems and Internal Audit Reports. Further, the
Board annually reviews the effectiveness of the Company’s internal control system.
SECRETARIAL STANDARDS:
Your Company duly complies with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
ANNUAL PERFORMANCE EVALUATION:
The Company is led by a diverse, experienced and competent Board.The Board carries out
an annual performance evaluation of its own performance, the directors individually as
well as the evaluation of the working of its committees. The performance of the board was
evaluated by the board 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. and 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. Pursuant to the
provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried
out an annual performance evaluation of the working of its own performance, the Directors
individually as well as evaluation of its Committees. The Board and Nomination and
Remuneration Committee reviewed the performance of Individual Directors, the Board as a
whole, Committees of the Board and Chairman and Managing Director after taking into
consideration feedback received from Directors. The evaluation was done on various
parameters such as vision and strategy, participation, disclosure of interests, good
governance, leadership skills, operations, business development, human resource
development, corporate communications etc. The Independent Directors at their separate
meeting, review the performance of Non-Independent Directors and the Board as a whole and
the Chairman of the Company after taking into account the views of Executive Director and
Non-Executive Directors, the quality, quantity and timeliness of flow of information
between the Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report
forms part of this Report as Annexure-III. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2024 is available on the Company’s website at www.yugdecor.com.
DEPOSITS:
During the year under review, your Company has neither accepted/invited any deposits
pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014. Hence, no deposit is raised in the
contravention with respect to the requirements of Chapter V of the Companies Act, 2013.
INSURANCE:
All properties and insurable interests of the company to the extent required have been
adequately insured.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Your Company has neither given any loans or guarantees nor made any investments during
the year under review attracting the provisions of Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:
In line with the requirements of the Act and the SEBI LODR, the Company has formulated
a Policy on Related Party Transactions. There are no materially significant Related Party
Transactions Promoters, Directors or Key Managerial Personnel (KMP) which may have a
potential conflict the Company at large. All Related Party Transactions are placed before
the Audit Committee for approval as per the applicable regulatory requirements, and
approval of the Board, if required.
During the year under review, the transactions entered by the Company, with the related
parties are at arm’s length basis and in the ordinary course of business. There are
no materially significant by the company with related parties which may have potential
conflict with the interest of the company at large statements for detailed related
parties’ transactions YourDirectorsdrawyourattentiontonotesto the financial entered
during the year. During the year, the Company had not entered into any contract/
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions or
which are required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read
with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
There were no materially significant related party transactions which could have of the
Company at large. The Policy on Materiality of Related Party Transactions and dealing with
Related Party Transactions as approved by the Board is put up on the Company’s
website at http://yugdecor.com/wp-content/ uploads/2020/12/8.pdf.
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year of the Company as on 31 st March, 2024
and date of this Directors’ report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
During the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals that would impact the going concern status and
Company’s operation in future. During the last 3 years, there were no strictures or
penalties imposed on the Company by either SEBI or the Stock Exchange or any statutory
authority for non-compliance of any matter related to the capital markets.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:
The company has complied with the provision relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. As per the requirement of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made
thereunder, your Company has constituted Internal Complaints Committee (IC) to consider
and resolve the complaints related to sexual harassment. Also, the IC works extensively on
creating awareness on relevance of sexual harassment issues.
During the year under review, the Company has not received any complaint pertaining to
sexual harassment. All new employees go through a detailed personal orientation on
anti-sexual harassment policy adopted by the Company.
HUMAN RESOURCES:
Your Company believes that the unflinching commitment of the employees is the vision.
It considers its human resources as its biggest asset and believes in people at the heart
of its human resource strategy which set the Company apart from Company’s peers. It
also believes in a culture of inclusion, trust, skill development, empowerment and
development for its employees. With regular communication and sustained efforts, it is
ensuring that employees are aligned on common objectives and goals of the business. At the
end, your Company appreciates the spirit of its dedicated employees.
HEALTH, SAFETY AND ENVIRONMENT:
At Yug Decor, the people are the greatest asset, and their safety, health, and
well-being is of utmost importance to us. The Company endeavors to provide a safe,
conducive and productive work environment by undertaking various measures at its
manufacturing facilities to ensure no injury or accident. Several other measures have been
taken by the Company to ensure health and safety of its employees. The Company’s
ethos of environment protection by development of environment friendly processes for
effective usage of resources is based on the belief that nature is a precious endowment to
humanity.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure-IV to this
report.
DEPOSITORY SYSTEM:
The Company has entered into the agreement with the National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable
shareholders to hold shares in a dematerialized form.
CORPORATE GOVERNANCE:
As the Company is listed on the BSE-SME platform, the requirement of furnishing
Corporate Governance Report under Regulation 27(2) read with Schedule V of the Listing
Obligations & Disclosure Requirements Regulations, 2015 is not applicable to the
Company. Whenever this regulation becomes applicable to the Company at a later date, the
Company will comply with the requirements of those regulations within six months from the
date on which the provisions become applicable to our Company.
CORPORATE SOCIAL RESPONSIBILITY:
As per the provisions of Section 135 of the Companies Act, 2013 read with rules framed
thereunder, certain class of companies is required to spend 2% of its average net profit
during 3 preceding years on CSR activities. It also provides for formation of CSR
committee of the Board. The rules prescribe the activities qualify under CSR and the
manner of spending the amount. The company is not covered under section 135 of the
Companies Act, 2013 and the rules framed there under for the financial year under review,
hence the question of compliance of the same does not arise.
BUSINESS RESPONSIBILITY REPORTING:
The Business Responsibility Reporting as required by Regulation 34(2) of SEBI (Listing
Obligations & Disclosure Requirements) Regulation, 2015 is not applicable to the
Company for the Financial Year ending March 31, 2024.
RISK MANAGEMENT:
The Board oversees Company’s processes for determining risk tolerance and review
management’s action and comparison of overall risk tolerance to established levels.
The framework is designed to enable risks to be identified, assessed and mitigated
appropriately. Major risks are identified by the systematically addressed through
appropriate actions on a continuous basis. The details of the same are set out in
Management Discussion and Analysis Report.
CEO/CFO CERTIFICATION:
The Managing Director (MD) and Chief Financial Officer (CFO) of the Company have
certified to the Board regarding their review on the Financial Statements, Cash Flow
Statement and other matters related to internal controls in the prescribed format for the
year ended March 31, 2024 in terms of Regulation 17 (8) of SEBI (LODR). The MD and CFO
alsogivehalf-yearlycertificationon financialresults before the board
whileplacingthe in terms of Regulation 33(2) of SEBI (LODR). The certification is annexed
here as a part of Annual Report as
Annexure-V.
GOVERNANCE POLICIES:
At Yug, we strive to conduct our business and strengthen our relationships in a manner
that is dignified,distinctive and responsible. We adhere to ethical standards to ensure
integrity, transparency, independence and accountability in dealing with all stakeholders.
Therefore, we have adhered to various codes and policies like code of conduct to regulate,
monitor and report trading by designated persons, familiarisation policy of Independent
directors, Nomination and remuneration policy, policy on materiality etc. to carry out
operations in ethical manner. The different codes and policies are uploaded on the website
of the Company under the head Investor relations> codes & policies & other. The
direct link to access is https://yugdecor.com/codes-policies-ydl/.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. The Company does not have any scheme of provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees.
2. The Managing Director of the Company has not received any commission from the
Company and not disqualified from receiving any remuneration or commission from any of
subsidiaries of the .
3. There is no Corporate Insolvency Resolution Process initiated under the Insolvency
and Bankruptcy Code, 2016.
4. There are no instances of transferring the funds to the Investor Education &
Protection Fund.
5. During the year under review, there has been no one time settlement of Loans taken
from Banks and Financial institutions.
The Company is in full compliance with the mandatory requirements as contained in the
Listing Regulations.
INSIDER TRADING REGULATIONS:
In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 as
amended from time to time, the Company has adopted a code of conduct to regulate, monitor
and report trading by Designated Persons and Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (UPSI). All Directors, Senior
Management Personnel, person forming part of Promoter(s)/ Promoter(s) Group(s) and such
other Designated Employees who could have access to the Unpublished Price Sensitive
Information of the Company are governed by this Code.
The Codes are available on the website of the Company at
https://yugdecor.com/codes-policies-ydl/.
MEANS OF COMMUNICATION:
The Company’s website (www.yugdecor.com) contains a dedicated section
‘Investor Relations’ where various types of information related to the
shareholders is available including Annual Report of the Company. The Annual Report
containing, inter alia, Audited Financial Statements, Directors’ Report,
Auditors’ Report and other important information is circulated to members and others
entitled thereto. The Management’s Discussion and Analysis (MD&A) Report forms
part of the Annual Report.
BSE’s Corporate Compliance & Listing Centre (the ‘Listing
Centre’) is a web based application designed for
corporates.Allperiodicalcompliancefilingslike shareholding pattern, corporate governance
report, statement of investor complaints, among others are also filed electronically on
the Listing Centre Communication via E-mail: The Company has designated email-id
exclusively for investor servicing i.e. cs@yugdecor.com.
As defined earlier in Investor Redressal System, SEBI Complaint Redressal System
(SCORES) is a central -ized web-based complaint redressal system where in the Company has
registered itself.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Your Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical behaviour. In line with that, any actual or potential violation,
howsoever insignificant or perceived as such, would be a matter of serious concern for the
Company. The role of the employees in pointing out such violations cannot be undermined.
Pursuant to the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has
adopted a Vigil Mechanism Policy to provide a formal mechanism to the Directors’ and
employees to report their concerns about unethical behavior, actual or suspected incidents
of fraud or violation of the Company’s Code of Conduct or Ethics Policy. The Policy
provides for adequate safeguards against victimization of employees, who avail of the
mechanism and provides to employees’ direct access to the Chairman of the Audit
Committee.
The Vigil Mechanism Policy is disseminated through the Website of the Company at
http://yugdecor.com/wp-content/uploads/2020/12/9.pdf.
During the financial year 2023-24, no cases under this mechanism were reported to the
Company.
APPRECIATION:
Your Directors thank all the esteemed shareholders, customers, suppliers and business
associates for their faith, trust and confidence reposed in the Company.
Your Directors wish to place on record their sincere appreciation for the dedicated
efforts and consistent contribution made by the employees at all levels to ensure that the
Company continues to grow and excel.
|
By Order of the Board of Directors |
|
YUG DECOR LIMITED |
|
Chandresh S. Saraswat |
Date: 4th September, 2024 |
Chairman &Managing Director |
Place: Ahmedabad |
DIN: 01475370 |
|