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Yug Decor Ltd.

BSE: 540550 Sector: Consumer
NSE: N.A. ISIN Code: INE796W01019
BSE 00:00 | 18 Mar 30.00 0






NSE 05:30 | 01 Jan Yug Decor Ltd
OPEN 30.00
52-Week high 34.00
52-Week low 18.50
P/E 21.28
Mkt Cap.(Rs cr) 13
Buy Price 22.80
Buy Qty 4000.00
Sell Price 30.00
Sell Qty 4000.00
OPEN 30.00
CLOSE 30.00
52-Week high 34.00
52-Week low 18.50
P/E 21.28
Mkt Cap.(Rs cr) 13
Buy Price 22.80
Buy Qty 4000.00
Sell Price 30.00
Sell Qty 4000.00

Yug Decor Ltd. (YUGDECOR) - Director Report

Company director report


The Members

Your Directors are pleased to present the 17th Annual Report of the Company along withthe Audited Financial Statements for the financial year ended on 31st March 2020.


The brief Financial Results are as under:

(Amount in Rs.)
Particulars 31/03/2020 31/03/2019
Net Revenue from operations 173951226 170570681
Add: Other Income 269145 63235
Total Revenue 174220371 170633916
Expenditure 158400311 169415818
Profit/ (Loss) before Finance Cost Depreciation & Amortization and Tax Expenses 15820060 1218098
Less: Finance Cost 2633200 3771835
Less: Depreciation & Amortization 5122379 5233444
Profit/ (Loss) Before Tax 8064482 (7787181)
Less: Taxation
i) Current Tax 604630 -
ii) Deferred Tax 1509964 (2023551)
Total Tax (i+ii) 2114594 (2023551)
Profit/ (Loss) after Tax 5949888 (5763630)
Add: Balance brought forward from previous year 2027655 7791285
Total amount available for appropriation 7977543 2027655
Less: Proposed Equity Dividend 5837672 -
Balance carried forward to next year's accounts 2139870 2027655

Note: The above figures are extracted from the financial statements.


The Key points pertaining to the business of the Company for the year 2019-20 andperiod preceding thereto have been given hereunder:

• The Total revenue of the Company during the financial year 2019-20 was Rs. 174220371/-against the total revenue of Rs. 170633916/- in the previous financial year2018-19.

• The Total expenses of the Company during the financial year 2019-20 was Rs. 58400311/-against the expenses of Rs. 169415818/- in the previous financial year2018-19.

• The Profit after tax was Rs. 5949888/- for the financial year 2019-20as compared to the Loss after tax of Rs. 5763630/- in the previous financial year2018-19.

The turnaround position of profitability is assignable to the increase in revenue rawmaterial cost optimization and reduction is finance cost.


The Authorized Share Capital of the Company is Rs. 42500000/- (Rupees Four CroreTwenty Five lakh only) divided into Rs. 4250000 (Forty Two Lakh Fifty Thousand) equityshares of 10/- each.

The Paid up Share capital of the Company at the end of financial year was Rs.41697660/- (Rupees Four Crore Sixteen Lakh Ninety Seven Thousand Six hundred SixtyOnly) divided into Rs. 4169766 (Forty One Lakh Sixty Nine Thousand Seven Hundred SixtySix) equity shares of 10/- each.

There was no change in the share capital of the Company during the year under review.


Your Directors are pleased to recommend a dividend of Rs.1.40/- (i.e. 14%) per equityshare of Rs.10/- each on 4169766 equity shares for the year ended 31st March 2020aggregating to Rs. 58.38 Lakhs payable to those Shareholders whose names appear in thelist of beneficial owners maintained by Depositories (CDSL & NSDL) as on the BookClosure/Record Date. This proposed Dividend for the very first time in the history of YugDecor Limited reflects its strong performance and commitment. There is no dividenddistribution tax applicable on the Dividend payable. However pursuant to the provisionsof the Finance Act 2020 dividend income will be taxable in the hands of shareholdersw.e.f. 1st April 2020 and the Company is required to deduct tax at source (TDS) fromdividend paid to the shareholders at the rate prescribed.


The Board of Directors of the Company has decided not to transfer any amount to theReserve for the Financial Year ended March 31 2020.


During the year under review there has not been any change in the nature of itsprincipal business of adhesives. However the company had discontinued one of its businessline i.e. paints division w.e.f. the closing of working hours of 17th May 2019 onaccount of high operative cost followed by lack of market demand and such other factors.


The Company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013.


The Company does not have any subsidiary Associate or joint venture company.


The state of your Company's affairs is given under the heading ‘FinancialHighlights' Overview of Company's Performance' and various other headings in this Reportand the Management Discussion and Analysis Report which forms part of the Annual Report.


During the year under review the performance of the Company has shown upward trend interms of both revenue generation and profitability as against the loss faced by theCompany in the previous year. Furthermore due to the lockdown imposed by the Governmentas a result of COVID-19 pandemic outbreak the Company had to temporarily suspend itsproduction activities at the factory units of the Company w.e.f. 24th March 2020. Afterhaving received requisite permission from concerned Local regulatory authorities theCompany partially resumed its production activities w.e.f. 24th April 2020 with limitedmanpower. Also the administrative office of the Company started operating w.e.f. 19th May2020 with limited staff. The Company is getting back to its normal state of affairs sincethe month of June 2020 following the health and safety norms laid down by the Government.

As a consequence of lockdown the Company had to close its financial year with aturnover somewhat below Management's expectations. Talking about the current scenario theeconomic situation is unprecedented. As ramification of which there could be certainbearings on the Company's performance also in the near future. However sincere efforts arebeing made to ensure optimum results are achieved during these adverse times whilecontinuing to adhere to the restrictions imposed by the authorities in the direction ofcurbing the spread of the global pandemic.


In accordance with the provisions of Section 152(6) of the Companies Act and Articlesof Association Mr. Santosh Kumar Saraswat (DIN:00236008) Non-Executive Director of theCompany shall retire by rotation and being eligible offers himself for reappointment atthe ensuing Annual General Meeting of the Company.

In the opinion of the Board Mr. Sunil Thakore Independent Director of the Company whowas reappointed by the Shareholders of the Company for his second term of 1 year w.e.f.1st September 2019 is a person of integrity expert and experienced (including theproficiency).

He ceases to be the Independent Director on 31st August 2020. The Board places onrecord its deep sense of gratitude and appreciation for his contribution and guidanceprovided during his tenure as an Independent Director of the Company.

Upon recommendation of Nomination & Remuneration Committee Ms. Zarna Shah (DIN:08805309) was appointed as the Additional Director (Independent Director Category) of theCompany in their Board Meeting held on Saturday 8th August 2020 w.e.f. 8th August 2020till the date of ensuing Annual General Meeting.

The business of appointment of Ms. Zarna Shah (DIN: 08805309) as an IndependentDirector of the Company not liable to retire by rotation for a period of 1 (one) yearw.e.f. the ensuing AGM i.e. 11th September 2020 is being placed before the Members fortheir approval.


The Management is completely focused for the growth and expansion of the Company; it isconstantly striving to develop new horizons for increasing overall performance of theCompany. It is further working towards increasing sales and reducing costs by makingoptimum utilization of resources.

The Board met 4 times during the year on 17th May 2019 10thAugust 2019 13thNovember 2019 and 14th February 2020 in respect of which proper notices were given andthe proceedings were properly recorded signed and maintained in the Minutes book kept bythe Company for the purpose. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

Name of Directors Category Number of Meetings Attended/Total Meetings held during the FY 2019-20 Attendance at the last AGM held on 20th September 2019
Mr. Chandresh Saraswat Chairman & Managing Director 4/4 Yes
Ms. Ankita Chandresh Saraswat Whole time Director 4/4 Yes
Mr. Santosh Kumar Saraswat Non-Executive Director 4/4 Yes
Mr. Abhay Rameshchandra Shrivastava Independent Director 4/4 Yes
Mr. Sunil Thakore* Independent Director 4 /4 Yes
Ms. Zarna Shah# Additional Director (Independent Director Category) - -

* Ceases to be the Independent Director w.e.f. 31st August 2020

# Appointed as an Additional Director (Independent Director Category) w.e.f. 8thAugust 2020.


During the year under review 16th Annual General Meeting was held on Friday 20thSeptember 2019. No Extra Ordinary General Meeting (EGM) was held during the year.


Committees appointed by the Board focus on specific areas and take informed decisionswithin the framework of delegated authority and make specific recommendations to theBoard on matters in their areas or purview. All decisions and recommendations of thecommittees are placed before the Board for information or for approval. The Company hasduly constituted the following mandatory Committees in terms of the provisions of theCompanies Act 2013 read with rules framed thereunder viz.

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 meetingsheld during the year are as given below:


a) The major terms of reference of the Audit Committee include:

- Examination of Financial Statements and Auditor's Report thereon;

- Recommendation for appointment remuneration and terms of appointment of auditors ofthe Company;

- Evaluation of internal financial controls and risk management systems;

- Approval or modifications of related party transactions;

- Review functioning of the Whistle Blower mechanism;

- Scrutiny of inter-corporate loans and investments.

b) Composition of Audit Committee as on the date of the report:

Sr. No. Name of the Director Status in Committee Nature of Directorship Total Meetings Attended/ Total Meetings Held during the F.Y. 2019-20
1. Mr. Abhay Shrivastava Chairman Independent Non-Executive Director 2/2
2. Mr. Santosh Kumar Saraswat Member Non-Executive Director 2/2
3. Mr. Sunil Thakore* Member Independent Non-Executive Director 2/2
4. Ms. Zarna Shah# Member Additional Director (Independent Director Category) -

"ceases to be a member w.e.f. 8th August 2020

"designated as a member w.e.f. 8th August 2020

c) Number of Meetings held during the year:

Audit Committee met 2 times during the year under review on 17th May 2019 and 13thNovember 2019. All the recommendations made by the Committee during the year wereaccepted by the Board.


a) The major terms of reference of the Nomination & Remuneration Committee include:

- Identification of persons qualified to become directors and be appointed in seniormanagement in accordance with the criteria laid down recommend to the Board theirappointment and removal;

- Formulation of the criteria for determining qualifications positive attributes andindependence of a director;

- Specifying the manner for effective evaluation of performance of Board itscommittees and individual directors;

- Recommending to the Board a policy relating to the remuneration for the directorskey managerial personnel and other employees.

b) Composition of Nomination & Remuneration Committee as on the date of the report:

Sr. No. Name of the Director Status in Committee Nature of Directorship Total Meetings Attended/ Total Meetings Held during the F.Y. 2019-20
1. Mr. Abhay Shrivastava Chairman Independent Non-Executive Director 1/1
2. Mr. Santosh Kumar Saraswat Member Non-Executive Director 1/1
3. Mr. Sunil Thakore* Member Independent Non-Executive Director 1/1
4. Ms. Zarna Shah# Member Additional Director (Independent Director Category) -

*ceases to be a member w.e.f. 8th August 2020

# designated as a member w.e.f. 8th August 2020

c) Number of Meetings held during the year:

Nomination & Remuneration Committee met once during the year under review on 10thAugust 2019.

All the recommendations made by the Committee during the year were accepted by theBoard.

d) Nomination & Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel including criteria for determining qualifications positiveattributes and independence of Directors.

The policy has been uploaded on the website of the Company at


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 securityshareholders and issuance of duplicate share certificate if any.

b) Composition of Stakeholders Relationship Committee as on the date of the report:

Sr. No. Name of the Director Status in Committee Nature of Directorship Total Meetings Attended/ Total Meetings Held during the F.Y. 2019-20
1. Mr. Abhay Shrivastava Chairman Independent Non-Executive Director 4/4
2. Mr. Santosh Kumar Saraswat Member Non-Executive Director 4/4
3. Mr. Sunil Thakore* Member Independent Non-Executive Director 4/4
4. Ms. Zarna Shah# Member Additional Director (Independent Director Category) -

"ceases to be a member w.e.f. 8th August 2020

# designated as a member w.e.f. 8th August 2020

c) Number of Meetings held during the year:

Stakeholders Relationship Committee met 4 times during the year under review on 17thMay 2019 10th August 2019 13th November 2019 and 14th February 2020.


The Independent Directors met on 14th February 2020 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole theperformance of the Chairman of the Company taking into account the views of ExecutiveDirector and Non- Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform its duties.


The Company has received requisite declarations confirming that they meet the criteriaof independence as prescribed under Section 149(6) of the Companies Act 2013 read withrules made thereunder and Regulation 16 of the SEBI Listing Regulations.

Independent Directors have also confirmed that they have complied with Schedule IV ofthe Act and the Company's Code of Conduct.

Further the Independent Directors have also submitted their declaration in compliancewith the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors)Rules 2014 which mandated the inclusion of an Independent Director's name in the databank of Indian Institute of Corporate Affairs ("IICA") for a period of one yearor five years or life time till they continues to hold the office of an independentdirector.


The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as Annexure -1.


Pursuant to the requirements of Section 134(3)(c) read with sub section (5) of theCompanies Act 2013 (‘Act') it is hereby confirmed that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and theprofit and loss of the Company for the period ended 31st March2020;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 thecompany and that such internal financial controls are adequate and were operatingeffectively and;

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



At the 16th AGM held on Friday 20th September 2019 the members approved appointmentof M/s. Pankaj K Shah Associates Chartered Accountants Ahmedabad (Firm Registration No.107352W) as Statutory Auditors of the Company to hold office for a period of five yearsfrom the conclusion of 16th AGM till the conclusion of the 21st AGM on remuneration to bedecided by the Board or Committee thereof in consultation with the Statutory Auditors.

The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM and a note in respectof same has been included in the Notice for this AGM.

There is no qualification reservation adverse remark or disclaimer by the StatutoryAuditors in their report and hence no explanation or comments of the Board is required inthis matter.


Section 204 of the Companies Act 2013 inter-alia requires every listed company toundertake Secretarial Audit and shall annex with its Board's Report a Secretarial AuditReport given by a Company Secretary in practice in the prescribed form.

In line with the requirement of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company appointed M/s Mukesh Pamnani & Associates Practicing CompanySecretaries Ahmedabad to carry out Secretarial Audit of the Company for the FinancialYear 2019-20.

The Secretarial Audit Report for the Financial Year 2019-20 is annexed as Annexure-IIto this report. This Report does not contain any qualification reservation or adverseremark.


The Board of Directors has appointed Mr. Narendrakumar Y. Tiwari (M.No: 145536)Chartered Accountant Ahmedabad as the Internal Auditors of the Company for the FinancialYear 2020-21.


The Company duly complies with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.


During the year under review there have been no instances of fraud reported by theAuditors of the Company under Section 143(12) of the Companies Act 2013.


The Board carries out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its committees. Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. And the performance ofthe committees was evaluated by the board after seeking inputs from the committee memberson the basis of criteria such as the composition of committees effectiveness of committeemeetings etc.

In a separate meeting of independent directors performance of non-independentdirectors the chairman of the Company and the board as whole was evaluated taking intoaccount the views of executive directors and nonexecutive directors.

The Board reviewed the performance of individual directors on the basis of criterialaid by Nomination & Remuneration such as the contribution of the individual directorto the board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors theperformance of the board its committees and individual directors was also discussed. Theperformance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.


In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Management Discussion and Analysis Reportforms part of this Report as Annexure-III.


Extract of Annual return in Form No. MGT-9 as per the provisions of Section 134(3)(a)and 92(3) of the Companies Act 2013 read with rules made there under is annexed to thisReport as Annexure-IV.


The Company has in place adequate financial controls commensurate with its size scaleand complexity of its operations. The Company has in place policies and proceduresrequired to properly and efficiently conduct its business safeguard its assets detectfrauds and errors maintain accuracy and completeness of accounting records and preparefinancial records in a timely and reliable manner.


The Company has neither accepted/invited any deposits covered under Chapter V of theCompanies Act 2013 read with the Companies (Acceptance of Deposit) Rules 2014.


The Company has neither given any loans or guarantees nor made any investments duringthe year under review attracting the provisions of Section 186 of the Companies Act 2013.


During the year under review the transactions entered by the Company with the relatedparties are at arm's length basis. The details are disclosed in Note No.31 of theFinancial Statements of the Company for the year ended 31st March 2020.


There have been no material changes and commitment affecting the financial position ofthe Company between the end of the financial year of the Company as on 31st March 2020and the date of this report i.e. 8th August 2020.


During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals that would impact the going concern status andCompany's operation in future.


The company has complied with the provision relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013.

The company has adopted policy on prevention of sexual harassment of women at workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

During the financial year ended 31stMarch 2020 the company has not received anycomplaints pertaining to sexual harassment.


The Company considers its Human Resources as the key to achieve its objectives. Keepingthis in view the Company takes utmost care to attract and retain quality employees. Theemployees are sufficiently empowered and such work environment propels them to achievehigher levels of performance. The unflinching commitment of the employees is the drivingforce behind the Company's vision. The Company appreciates the spirit of its dedicatedemployees.


The Company continues to accord high priority to health and safety of employees at alllocations. Monitoring and specific review of system regarding health safety andenvironment is done on a continuous basis with emphasis and focus given to safety atworkplace. The Company is taking continuous steps and also developing environment friendlyprocesses for effective resource management with specific focus to energy water and basicraw materials.


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed as Annexure-V to this report.


As the Company is listed on the BSE-SME platform since 31st May 2017 the requirementof furnishing Corporate Governance Report under Regulation 27(2) read with Schedule V ofthe Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto the Company. Whenever this regulation becomes applicable to the Company at a laterdate the Company will comply with the requirements of those regulations within six monthsfrom the date on which the provisions become applicable to our Company.


As per the provisions of Section 135 of the Companies Act 2013 read with rules framedthereunder certain class of companies is required to spend 2% of its average net profitduring 3 preceding years on CSR activities. It also provides formation of CSR committee ofthe Board. The Rules prescribe the activities qualify under CSR and the manner of spendingthe amount. The company is not covered under section 135 of the Companies Act 2013 andthe Rules framed there under for the financial year under review hence the question ofcompliance of the same does not arise.


Risk Management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.

Some of the risks that the Company is exposed to are: Financial Risks Commodity PriceRisk Regulatory Risk Human resource Risk Strategic Risk etc.


The Company has notified and adopted the Code of Prevention of Insider Trading and FairDisclosure of Unpublished Price Sensitive Information made pursuant to SEBI (Prohibitionof Insider Trading) Regulations 2015. The said Codes are published on the website of theCompany at The Company has suitablyamended the aforesaid Codes to align them with the amendments introduced by SEBI w.e.f.1stApril 2019.


The Company has adopted a Vigil Mechanism Policy to provide a formal mechanism to theDirectors' and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism 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


The Directors are thankful to the Bankers Customers Dealers Distributors and Vendorsetc for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work donededication and sincerity by all the employees of the Company at all levels during the yearunder review.

The Company will make every effort to meet the aspirations of its shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.

By Order of the Board of Directors
Date: 8th August 2020 Chandresh S. Saraswat
Place: Ahmedabad Chairman & Managing Director