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Yug Decor Ltd.

BSE: 540550 Sector: Consumer
NSE: N.A. ISIN Code: INE796W01019
BSE 12:17 | 18 Oct 22.00 -5.50
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NSE 05:30 | 01 Jan Yug Decor Ltd
OPEN 22.00
PREVIOUS CLOSE 27.50
VOLUME 4000
52-Week high 34.00
52-Week low 21.05
P/E 75.86
Mkt Cap.(Rs cr) 9
Buy Price 23.05
Buy Qty 4000.00
Sell Price 29.95
Sell Qty 4000.00
OPEN 22.00
CLOSE 27.50
VOLUME 4000
52-Week high 34.00
52-Week low 21.05
P/E 75.86
Mkt Cap.(Rs cr) 9
Buy Price 23.05
Buy Qty 4000.00
Sell Price 29.95
Sell Qty 4000.00

Yug Decor Ltd. (YUGDECOR) - Director Report

Company director report

Dear Members

The Board of Directors is pleased to present the 18th Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements for thefinancial year ended on 31st March 2021.

FINANCIAL HIGHLIGHTS:

The key financial figures of your Company for the financial year ended 31stMarch 2021 are as under:

(Amount in Rs.)

Particulars 31/03/2021 31/03/2020
Net Revenue from operations 159483197 173951226
Add: Other Income 108358 269145
Total Revenue 159591555 174220371
Expenditure 150565123 158400311
Profit/ (Loss) before Finance Cost Depreciation
& Amortization and Tax Expenses 9026432 15820060
Less: Finance Cost 2601556 2633200
Less: Depreciation & Amortization 4894131 5122379
Profit/ (Loss) Before Tax 1530745 8064482
Less: Taxation
i) Current Tax 1088000 604630
ii) Deferred Tax (748535) 1509964
Total Tax (i+ii) 339465 2114594
Profit/ (Loss) after Tax 1191280 5949888
Add: Balance brought forward from previous year 2139870 2027655
Total amount available for appropriation 3331150 7977543
Less: Equity Dividend Paid - 5837672
Balance carried forward to next year's accounts 3331150 2139870

Note: The above figures are extracted from the Annual Financial Statements for the yearended 31st March 2021.

OVERVIEW OF COMPANY'S PERFORMANCE:

The Key points pertaining to the business of the Company for the year 2020-21 andperiod preceding thereto have been given hereunder:

• The Total revenue of the Company during the Financial year 2020-21 was Rs.159591555/- against the total revenue of Rs. 174220371/- in the previousfinancial year2019-20.

• The Total expenses of the Company during the financial year 2020-21 was Rs.158060810/- against the expenses of Rs. 166155889/- in the previousfinancial year 2019-20.

• The Profit after tax was Rs. 1191280/- for the financial year 2020-21as compared to the Profit after tax of Rs. 5949888/- in the previous financialyear 2019-20.

The performance of the Company in terms of overall revenue generation subdued due tothe COVID-19 pandemic the lockdown and the overall economic slowdown. The demand for theCompany's products remained muted due to sluggish market conditions during the firstquarter of the F.Y. 2020-21.

In addition to this the raw material prices in the second half of the financial yearunder review saw inflationary pressures mainly due to global supply-demand gaps forcemajeure and shipping-line disruptions and delays.

CAPITAL STRUCTURE:

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

The Paid up Share Capital of the Company at the end of financial year was J41697660/- (Rupees Four Crore Sixteen Lakh Ninety Seven Thousand Six Hundred Sixtyonly) divided into 4169766 (Forty One Lakh Sixty Nine Thousand Seven Hundred Sixty Six)equity shares of J 10/- each.

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

DIVIDEND:

After considering the present circumstances holistically and keeping in view the needto conserve the resources in the long run for future the Board of Directors of theCompany decided that it would be prudent not to recommend any Dividend for the year underreview.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the reserves for the Financial Year ended31st March 2021.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financialyear under review.

MAINTAINANCE OF COST RECORDS:

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

SUBSIDIARY ASSOCIATE OR JOINT VENTURE COMPANY:

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

STATE OF COMPANY AFFAIRS:

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.

COVID-19 AND ITS IMPACT:

The Financial Year 2020-21 begin with the pandemic situation created by the spread ofthe Corona Virus (COVID-19) all over the world and day to day life across the globe cameto a virtual stop and the Company was not an exception to this. The operations at themanufacturing units of the Company were halted for some days between the months of March2020 to May 2020 considering the wellness and safety of its people and complying withGovernment directives. The situation took a quarter's time to witness some amount ofnormalcy returning to the economy.

Following the easing of COVID-19-related restrictions demand conditions of theCompany's products improved in the balance quarters of the year. New construction andrenovation as well as strong holiday demand bolstered the recovery.

The Company has considered the possible effects that may result from the COVID-19pandemic in the preparation of the financial statements including the recoverability ofcarrying amount of property plant & equipment and current assets. In developing theassumptions relating to the future uncertainties in the global economic conditions becauseof the pandemic the Company has at the date of approval of the financial statementsevaluated the overall economic environment liquidity position debt statusrecoverability of receivables. The Company currently does not anticipate any furtherimpairment of it.

Looking to the uncertainties the impact of COVID-19 on the Company's financialstatements may differ from that estimated as at the date of approval of the financialstatements.

Having endured and managed to recover from the disruptions induced by aonce-in-a-century event your Company is cautiously looking forward to 2021-22 with hopesof putting up a better show in the post-COVID-19 world although a lot will hinge on howthe economy grows.

APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. In accordance with the provisions of Section 152(6) of the Companies Act andArticles of Association Mr. Chandresh S. Saraswat (DIN: 01475370) Chairman &Managing Director of the Company shall retire by rotation and being eligible offershimself for reappointment at the ensuing Annual General Meeting of the Company.

2. Upon recommendation of Nomination & Remuneration Committee Mr. Rajesh G. Shah(DIN: 09254647) was appointed as the Additional Director (Independent Director Category)of the Company in their Board Meeting held on 6th August 2021 w.e.f. 6thAugust 2021 till the date of ensuing Annual General Meeting. The business of appointmentof Mr. Rajesh G. Shah (DIN: 09254647) as an Independent Director of the Company notliable to retire by rotation for a period of 5 (five) years w.e.f. the ensuing AGM i.e.10thSeptember 2021 is being placed before the Members for their approval.

3. Ms. Zarna Shah was appointed as the Independent Director by the members of theCompany in their 17th Annual General Meeting w.e.f. 11th September2020. She resigned from the office of Director w.e.f. 6th August 2021 due topreoccupation and other personal reasons. The Company had received a confirmation thatthere are no material reasons for her resignation other than the reasons provided by her.

In the opinion of the Board Ms. Zarna Shah was a person of integrity expert andexperienced (including the proficiency).

4. Mr. Sunil Thakore (DIN: 08013740) ceased to be the Independent Director w.e.f. theclosing hours of 31st August 2020 upon completion of his tenure as theIndependent Director of the Company.The Board placed on record its deep sense of gratitudeand appreciation for his contribution and guidance provided during his tenure as anIndependent Director of the Company.

5. Mr. Chandresh S. Saraswat (DIN: 01475370) Chairman & Managing Director of theCompany was reappointed as the Managing Director by the members of the Company at theExtra Ordinary General Meeting of the Company held on 7th February 2017.

Considering his vast experience in the field of Marketing and Management and hisassociation in the day to day affairs of the Company and based on the recommendation madeby the Nomination and Remuneration Committee the Board of Directors are of the opinionthat it would be in the interest of the Company to reappoint him for a further period of 5(five) years and fixation of his remuneration for a period of 3 (three) years subject tothe approval of members in the ensuing Annual General Meeting. The Business ofreappointment of Mr. Chandresh S. Saraswat is placed before the members for theirapproval.

6. Ms. Ankita Saraswat (DIN: 05342198) Whole time Director of the Company wasappointed as the Whole time Director by the members of the Company at the Extra OrdinaryGeneral Meeting of the Company held on 7th February 2017.

Considering her vast experience in the field of Human Resource Management BrandManagement and Marketing and her long association with the Company and based on therecommendation made by the Nomination and Remuneration Committee the Board of Directorsare of the opinion that it would be in the interest of the Company to reappoint her for afurther period of 5 (five) years and fixation of her remuneration for a period of 3(three) years subject to the approval of members in the ensuing Annual General Meeting.

The Business of reappointment of Ms. Ankita Saraswat is placed before the members fortheir approval.

7. Mr. Abhay Rameshchandra Shrivastava (DIN: 07719944) Non-Executive IndependentDirector of the Company was appointed as Independent Director by the members at the ExtraOrdinary General Meeting held on 7th February 2017 for a period of 5consecutive years w.e.f. 7th February 2017 to 6th February 2022.

Based on the performance evaluation and considering his background and experience theNomination and Remuneration Committee recommended to the Board re-appointment of Mr.Abhay R. Shrivastava for the second term of 5 (five) years from 7th February2022 upto 6th February 2027.

The Board considered the recommendation made by the Nomination and RemunerationCommittee and approved reappointment of Mr. Abhay R. Shrivastava as the IndependentDirector in their meeting held on 6th August 2021 subject to the approval ofmembers in the ensuing Annual General Meeting. In the opinion of the Board Mr. Abhay R.Shrivastava is a person of integrity expert and experienced (including the proficiency).

MEETINGS OF THE BOARD OF DIRECTORS:

The Board is vested with the power of governance control direction and management ofaffairs of the Company. The Board provides strategic direction and guidance to the Companyand has been steering the Company towards achieving its business objectives. Driven on theprinciples of ethics and accountability the Board strives to work in best interest of theCompany and its stakeholders.

The Board met 4 times during the year on 25th June 2020 8thAugust 2020 10th November 2020 and 15th February 2021 in respectof which proper notices were given and the proceedings were properly recorded signed andmaintained in the Minutes book kept by the Company for the purpose. The intervening gapbetween 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 2020-21 Attendance at the last AGM held on 11th September 2020
Mr. Chandresh S. Saraswat Chairman & Managing Director 4/4 Yes
Ms. Ankita Saraswat Whole time Director 4/4 Yes
Mr. Santosh Kumar Saraswat Non-Executive Director 4/4 Yes
Mr. Abhay Rameshchandra Shrivastava Non-Executive Independent Director 4/4 Yes
Mr. Sunil Thakore* Non-Executive Independent Director 2 /4 -
Ms. Zarna Shah# Non-Executive Independent Director 3 /4 Yes
Mr. Rajesh G. Shah@ Additional Director (Independent Director Category) - -

Note:

*Mr. Sunil Thakore ceased to be the Independent Director of the Company w.e.f. theclosing hours of 31st August 2020 upon completion of his tenure as theIndependent Director of the Company.

#Ms. Zarna Shah was appointed as the Independent Director by the members of theCompany w.e.f. 11th September 2020. She resigned from the office of Directorw.e.f. 6th August 2021 due to preoccupation and other personal reasons.

@Mr. Rajesh G. Shah was appointed as an Additional Director (Independent DirectorCategory) of the Company w.e.f. 6th August 2021.

MEETING OF MEMBERS:

During the year under review 17th Annual General Meeting was held onFriday 11th September 2020. No Extra Ordinary General Meeting (EGM) was heldduring the year.

COMMITTEES OF THE BOARD:

The Board committees play a crucial role in the governance structure of the Company andhave been constituted to deal with specific areas/ activities which concern the Companyand need a closer review. The Board committees are set up under the formal approval of theBoard to carry out clearly defined roles which are considered to be performed by themembers of the Board as a part of good governance practice. The Board supervises theexecution of its responsibilities by the Committees and is responsible for their action.All decisions and recommendations of the committees are placed before the Board forinformation or for approval. The minutes of the meetings of all the committees are placedbefore the Board for their review.

The Board currently has 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 meetingsheld during the year are as given below:

1. AUDIT COMMITTEE:

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. 2020-21
1. Mr. Abhay Shrivastava Chairman Non-Executive Independent Director 2/2
2. Mr. Santosh Kumar Saraswat Member Non-Executive Director 2/2
3. Mr. Sunil Thakore* Member Non-Executive Independent Director 1/2
4. Ms. Zarna Shah# Member Non-Executive Independent Director 1/2
5. Mr. Rajesh G. Shah@ Member Additional Director (Independent Director Category) -

Note:

*Mr. Sunil Thakore ceased to be a member of the committee w.e.f. 8th August2020.

#Ms. Zarna Shah was designated as the member of the committee w.e.f. 8thAugust 2020. She ceased to be the member w.e.f. 6th August 2021.

@Mr. Rajesh G. Shah was designated as the member of the committee w.e.f. 6thAugust 2021.

c) Number of Meetings held during the year: Audit Committee met 2 times during the yearunder review on 25th June 2020 and 10th November 2020. All therecommendations made by the Committee during the year were accepted by the Board.

2. NOMINATION & REMUNERATION COMMITTEE:

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. 2020-21
1. Mr. Abhay Shrivastava Chairman Non-Executive Independent Director 1/1
2. Mr. Santosh Kumar Saraswat Member Non-Executive Director 1/1
3. Mr. Sunil Thakore* Member Non-Executive Independent Director 1/1
4. Ms. Zarna Shah# Member Non-Executive Independent Director -
5. Mr. Rajesh G. Shah@ Member Additional Director (Independent Director Category) -

Note:

*Mr. Sunil Thakore ceased to be a member of the committee w.e.f. 8th August2020.

#Ms. Zarna Shah was designated as the member of the committee w.e.f. 8thAugust 2020. She ceased to be the member w.e.f. 6th August 2021.

@Mr. Rajesh G. Shah was designated as the member of the committee w.e.f. 6thAugust 2021.

c) Number of Meetings held during the year: Nomination & Remuneration Committee metonce during the year under review on 8th August 2020. All the recommendationsmade by the Committee during the year were accepted by the Board.

d) Nomination & Remuneration Policy: The Board has on the recommendation of theNomination & Remuneration Committee framed a Policy for selection appointment andremuneration of Directors and Key Managerial Personnel including criteria for determiningqualifications positive attributes and independence of Directors.

The policy has been uploaded on the website of the Company athttp://yugdecor.com/wp-content/ uploads/2019/06/Nomination-and-Remuneration-Policy.pdf

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

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 thesecurity shareholders 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. 2020-21
1. Mr. Abhay Shrivastava Chairman Non-Executive Independent Director 4/4
2. Mr. Santosh Kumar Saraswat Member Non-Executive Director 4/4
3. Mr. Sunil Thakore* Member Non-Executive Independent Director 2/4
4. Ms. Zarna Shah# Member Non-Executive Independent Director 2/4
5. Mr. Rajesh G. Shah@ Member Additional Director (Independent Director Category) -

Note:

*Mr. Sunil Thakore ceased to be a member of the committee w.e.f. 8th August2020.

#Ms. Zarna Shah was designated as the member of the committee w.e.f. 8thAugust 2020. She ceased to be the member w.e.f. 6th August 2021.

@Mr. Rajesh G. Shah was designated as the member of the committee w.e.f. 6thAugust 2021.

c) Number of Meetings held during the year:

Stakeholders Relationship Committee met 4 times during the year under review on 25thJune 2020 8th August 2020 10th November 2020 and 15thFebruary 2021.

INDEPENDENT DIRECTORS' MEETING:

The Independent Directors met on 15th February 2021 without the attendanceof Non-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.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received requisite declarations from the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 read with rules made thereunder and Regulation16 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 as amended from time to time which mandated the inclusion of an IndependentDirector'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 continuesto hold the office of an independent director.

PARTICULARS OF EMPLOYEES:

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-I.

DIRECTORS' RESPONSIBILITY STATEMENT:

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 March2021;

(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.

AUDITORS' AND AUDITORS' REPORT:

1. STATUTORY AUDITORS & AUDIT REPORT-

At the 16th AGM held on Friday 20th September 2019 the membersapproved appointment of M/s. Pankaj K Shah Associates Chartered Accountants Ahmedabad(Firm Registration No. 107352W) as Statutory Auditors of the Company to hold office for aperiod of five years from the conclusion of 16th AGM till the conclusion of the21st AGM on remuneration to be decided by the Board or Committee thereof inconsultation 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. The Statutory Auditors haveconfirmed that they satisfy the independence criteria as required under the Act.

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.

2. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT-

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 PracticingCompany Secretaries Ahmedabad to carry out Secretarial Audit of the Company for theFinancial Year 2020-21.

The Secretarial Audit Report for the Financial Year 2020-21 is appended as Annexure–IIto this report. This Report does not contain any qualification reservation adverseremark or disclaimer.

3. INTERNAL AUDITORS-

The Board of Directors has appointed Mr. Narendrakumar Y. Tiwari Proprietor of M/s.Narendra Y. Tiwari & Associates (FRN: 154258W) Chartered Accountants Ahmedabad asthe Internal Auditors of the Company for the Financial Year 2021-22.

SECRETARIAL STANDARDS:

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

INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:

Pursuant to provisions of Section 143(12) of the Companies Act 2013 as amended fromtime to time the Statutory Auditors have not reported any incident of fraud to theCompany during the year under review.

ANNUAL PERFORMANCE EVALUATION:

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 non-executive 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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:

As per the requirement of Section 134(3)(a) and 92(3) of the Companies Act 2013 readwith rules made there under as amended from time to time the extract of Annual returnfor F.Y. 2020-21 is appended to this Report as Annexure-IV.

The Annual Return as on 31st March 2021 in Form MGT-7 is available on thewebsite of the Company at www.yugdecor.com

INTERNAL FINANCIAL CONTROLS:

The Company has adopted policies and procedures including the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention and detection of fraud anderrors accuracy and completeness of the accounting records and timely preparation ofreliable financial disclosures under the Companies Act 2013.

DEPOSITS:

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.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:

During the year under review the transactions entered by the Company with the relatedparties are at arm's length basis and in the ordinary course of business.

MATERIAL CHANGES AND COMMITMENTS:

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 31stMarch 2021 and the date of this report i.e. 6th August 2021.

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 bythe regulators or courts or tribunals that would impact the going concern status andCompany's operation in future.

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 InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. The company has adopted policy on prevention ofsexual harassment of women at workplace in accordance with The Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013. During the financial yearended 31st March 2021 the company has not received any complaints pertainingto sexual harassment.

HUMAN RESOURCES:

The Company believes in a culture of inclusion trust skill development empowermentand development for its employees. It considers its human resources as its biggest assetand believes in people at the heart of its human resource strategy which set the Companyapart from Company's peers. It also believes that the employees continuously strive tomake the organization as inclusive as possible. The Company's organization structure isagile and focused on delivering business results. With regular communication and sustainedefforts it is ensuring that employees are aligned on common objectives and goals of thebusiness. Industrial relations continue to remain cordial.

HEALTH SAFETY AND ENVIRONMENT:

At Yug Decor the people are the greatest asset and their safety health andwell-being is of utmost importance to us. The Company endeavors to provide a safeconducive and productive work environment by undertaking various measures at itsmanufacturing facilities to ensure no injury or accident. Several other measures have beentaken by the Company to ensure health and safety of its employees in the light on COVID-19pandemic. The Company's ethos of environment protection by development of environmentfriendly processes for effective usage of resources is based on the belief that nature isa 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 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 thisreport.

CORPORATE GOVERNANCE:

As the Company is listed on the BSE-SME platform the requirement of furnishingCorporate Governance Report under Regulation 27(2) read with Schedule V of the ListingObligations & Disclosure Requirements) Regulations 2015 is not applicable to theCompany. Whenever this regulation becomes applicable to the Company at a later date theCompany will comply with the requirements of those regulations within six months from thedate 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 framedthereunder certain class of companies is required to spend 2% of its average net profitduring 3 preceding years on CSR activities. It also provides for formation of CSRcommittee of the Board. The rules prescribe the activities qualify under CSR and themanner of spending the amount. The company is not covered under section 135 of theCompanies Act 2013 and the rules framed there under for the financial year under reviewhence the question of compliance of the same does not arise.

RISK MANAGEMENT:

The Board oversees Company's processes for determining risk tolerance and reviewmanagement's action and comparison of overall risk tolerance to established levels. Theframework is designed to enable risks to be identified assessed and mitigatedappropriately. Major risks are identified by the businesses and functions aresystematically addressed through appropriate actions on a continuous basis. The details ofthe same are set out in Management Discussion and Analysis Report.

INSIDER TRADING REGULATIONS:

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations 2015 as amended fromtime to time the Company has adopted a code of conduct to regulate monitor and reporttrading by Designated Persons and Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information (UPSI). All Directors Senior ManagementPersonnel person forming part of Promoter(s)/ Promoter(s) Group(s) and such otherDesignated Employees who could have access to the Unpublished Price Sensitive Informationof the Company are governed by this Code.

The Codes are available on the website of the Company athttp://yugdecor.com/codes-policies-other/

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In line with the Companies Act 2013 and SEBI (LODR) Regulations 2015 the Company hasadopted a Vigil Mechanism Policy to provide a formal mechanism to the Directors' andemployees to report their concerns about unethical behavior actual or suspected incidentsof 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 athttp://yugdecor.com/ wp-content/uploads/2017/09/Vigil-Mechanism-Policy.pdf During thefinancial year 2020-21 no cases under this mechanism were reported to the Company.

APPRECIATION:

The Directors take this opportunity to express their gratitude to the esteemedcustomers shareholders distributors dealers consultants etc. for their unstintedsupport.

The Directors also placed on record their belief that the consistent growth of theCompany was only made possible by the solidarity cooperation and support of its employeesat all levels.

The Directors seek and look forward to the same support during the future years ofgrowth of the Company.

By Order of the Board of Directors
YUG DECOR LIMITED
Chandresh S. Saraswat
Date: 6th August 2021 Chairman & Managing Director
Place: Ahmedabad DIN: 01475370

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