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Yug Decor Ltd.

BSE: 540550 Sector: Consumer
NSE: N.A. ISIN Code: INE796W01019
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NSE 05:30 | 01 Jan Yug Decor Ltd
OPEN 56.50
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VOLUME 4000
52-Week high 94.75
52-Week low 15.70
P/E 376.67
Mkt Cap.(Rs cr) 35
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 56.50
CLOSE 56.50
VOLUME 4000
52-Week high 94.75
52-Week low 15.70
P/E 376.67
Mkt Cap.(Rs cr) 35
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Yug Decor Ltd. (YUGDECOR) - Director Report

Company director report

Dear Members

The Board of Directors is pleased to present the 19th Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements for thefinancial year ended on 31st March 2022.

FINANCIAL HIGHLIGHTS:

The key financial figures of your Company for the financial year ended 31stMarch 2022 are as under:

(Amount in ‘000 ')

Particulars 31/03/2022 31/03/2021
Net Revenue from operations 244945.54 159483.20
Add: Other Income 91.38 14.11
Total Revenue 245036.92 159497.31
Expenditure 237023.22 150470.87
Profit/ (Loss) before Finance Cost Depreciation& Amortization and Tax Expenses 8013.70 9026.44
Less: Finance Cost 2668.14 2601.56
Less: Depreciation & Amortization 3972.36 4894.13
Profit/ (Loss) Before Tax 1373.20 1530.75
Less: Taxation
i) Current Tax 315.59 1088.00
ii) Deferred Tax 104.94 (748.53)
Total Tax (i+ii) 420.53 339.46
Profit/ (Loss) after Tax 952.67 1191.28
Add: Balance brought forward from previous year 3331.15 2139.87
Balance carried forward to next year's accounts 4283.82 3331.15

Note: The above figures are extracted from the Annual Financial Statements for theyear ended 31st March 2022.

RESULT OF OPERATIONS & STATE OF COMPANY AFFAIRS:

The Key points pertaining to the business of the Company for the year 2021-22 andperiod preceding thereto have been given hereunder:

- The Total revenue of the Company during the Financial year 2021-22 was Rs 245036.92(‘000)against the total revenue of Rs 159497.31 (‘000) in theprevious financial year 2020-21.

- The Total expenses of the Company during the financial year 2021-22 was Rs 237023.22(‘000)against the expenses of Rs 150470.87(‘000) in the previous financialyear 2020-21.

- The Profit after tax was Rs 952.67(‘000) for the financial year 2021-22as compared to the Profit after tax of Rs 1191.28(‘000) in the previousfinancial year 2020-21.

The performance of the Company in terms of overall revenue generation during the periodunder consideration was quite satisfactory. The demand for the Company's products gainedmomentum in spite of sluggish market during the first quarter of the F.Y. 2021-22.However the raw material prices during the financial year under review saw inflationarypressures mainly due to global supply-demand gaps force majeure and shipping-linedisruptions and delays which in result affected the profitability of the Company as awhole. Due to no increase in the corresponding selling price by the leading players theCompany was unable to subsume the impact of increase in raw material cost in its sellingprice.

The state of your Company's affairs is given under the heading ‘FinancialHighlights' Result of Operations and State of Company Affairs' and various other headingsin this Report and the Management Discussion and Analysis Report which forms part of theAnnual Report.

TRANSFER TO RESERVES:

Your Company has not proposed any amount to be transferred to the reserves of theCompany.

CAPITAL STRUCTURE:

Presently the Authorized Share Capital of the Company is Rs 42500000/- (Rupees FourCrores Twenty Five Lakhs Only) divided into 4250000 (Forty-Two Lakhs Fifty Thousand)Equity Shares of Rs 10/- (Rupees Ten Only) each.

The subscribed and paid up capital of the Company at the end of the financial yearstood at Rs 416 97660 (Rupees Four Crores Sixteen Lakhs Ninety-seven Thousand SixHundred and Sixty) divided into 4169766 (Forty-One Lakhs Sixty Nine Thousand SevenHundred and Sixty Six) Equity Shares of Face Value of Rs 10 (Rupee Ten Only) each.

There was no change in the Share capital of the Company during the financial year underreview. 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.

CHANGE IN NATURE OF BUSINESS IF ANY:

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

DETAILS OF SUBSIDIARY ASSOCIATE OR JOINT VENTURE COMPANY:

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

IMPACT OF PANDEMIC & BUSSINESS OUTLOOK:

The last couple of years have been a roller coaster ride for the company business. Withnear normalcy around the pain and suffering caused by the Covid-19 at the start of thefinancial year 2021-22 seem so distant now. As the Government lifted lockdown in phasedmanner your company resumed operations by abiding to the guidelines and measures issuedby the Government from time to time. The sales picked momentum and the country witnessed anew Omicron variant of Covid-19 in the last quarter of the said financial year resulting avivid impact on Businesses as a whole and your company was not exception to this. Thepandemic related reservations serve as a catalyst for a market shift in consumer behaviorand raw material inputs. The demand outlook notwithstanding the considerable impact ofOmicron has remained encouraging and surpassed the pandemic stress. However inflammatorypressure of the raw material prices reflected in profitability of the Company as the samecouldn't be incorporated in our product prices.

Your Company has considered the possible effects that may result in the preparation ofthe financial statements including the recoverability of carrying amount of propertyplant & equipment and current assets. In developing the assumptions relating to thefuture uncertainties in the global economic conditions because of the pandemic theCompany has at the date of approval of the financial statements evaluated the overalleconomic environment liquidity position debtstatus recoverability of receivables. TheCompany currently does not anticipate any further impairment of it.

Having endured and managed to recover from the disruptions induced by aonce-in-a-century event your Company is cautiously looking forward to 2022-23 with hopesof putting up a better show although a lot will hinge on how the economy grows.

ALTERATION OF MOA & AOA:

During the year under review there are no instances which required change inMemorandum of Association (‘MOA') and Article of Association (‘AOA').

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. In accordance with the provisions of Section 152(6) of the Companies Act andArticles of Association Ms. Ankita Saraswat (DIN:05342198) Whole-Time Director of theCompany shall retire by rotation and being eligible offers herself for reappointment atthe ensuing Annual General Meeting of the Company.

2. The Shareholders on recommendation of Nomination & Remuneration Committee andBoard of Directors approved the appointment of Mr. Rajesh G. Shah (DIN: 09254647) as theIndependent Director of the Company for a period of Five (5) years i.e. from 10thSeptember 2021 upto 9th September 2026.

3. Ms. Zarna Shah ceased to be Independent Director w.e.f. 6th August2021due to preoccupation and other personal reasons. The Board placed on the record itsdeep sense of gratitude and appreciation for her contribution and guidance provided duringher tenure as an Independent Director of the Company.

4. Ms. Barkha Lakhani has resigned from post w.e.f. 16thSeptember 2021 dueto personal reasons. The Board placed on record its deep sense of gratitude andappreciation for her contribution and guidance provided during her tenure.

5. Upon recommendation of Nomination & Remuneration Committee and Board ofDirectors Mrs. Nidhi Devesh Bhatt (Membership No: 29073) was appointed as the CompanySecretary & Compliance Officer w.e.f. 8thMarch 2022 at the Board Meetingheld on 24th February 2022.

Save and except aforesaid mentioned there were no other changes in the Board ofDirectors and Key Managerial Personnel of the Company.

(b) DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received requisite declarations from the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed underSection 149 of the Companies Act 2013 read with rules made thereunder and Regulation 16of 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.

(c) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI Regulations the Company has put in place afamiliarization programme for the Independent Directors to familiarize them with theirrole rights and responsibility as Directors the working of the Company nature of theindustry in which the Company operates business model etc. The details of thefamiliarization programme are disclosed on the website of the Company and direct access tothe policy is linked herewith http://yugdecor.com/wp-content/uploads/2020/1273.pdf.

(d) PROCEDURE FOR NOMINATION AND APPOINTMENT OF INDEPENDENT DIRECTORS:

The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. Boardcomposition analysis reflects in-depth understanding of the Company including itsstrategies environment operations and financial condition and compliance requirements.

The Board based on the recommendation of Nomination and Remuneration Committee hasframed the policy on terms and condition for the appointment of Independent Directors ofthe Company keeping in view the provisions of the Companies Act 2013 along withapplicable provisions of SEBI (Listing Obligation & Disclosure Requirements)Regulation 2015. The said details of terms and conditions are available on the website ofthe Company at http://yugdecor.com/wp-content/uploads/2020/12/10.pdf

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 10th June 2021 6thAugust 2021 29th October 2021 and 24th February 2022 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 2021-22 Attendance at the last AGM held on 10th September 2021
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
Ms. Zarna Shah# Non-Executive Independent Director 1/4 No
Mr. Rajesh G. Shah@ Non-Executive Independent Director 2/4 Yes

Note: #Ms. Zarna Shah ceased to be the Independent Director of the Company w.e.f. 6thAugust 2021.

@Mr. Rajesh G. Shah was appointed as the Independent Director by the members of theCompany w.e.f. 10th September 2021.

MEETING OF MEMBERS:

During the year under review 18th Annual General Meeting was held onFriday 10th September 2021. 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 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 meetingsheld during the year are as given below:

1. AUDIT COMMITTEE:

The role of Audit Committee is in accordance with Regulation 18 of the SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 and major terms of reference asspecified 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 appointmentof auditors of the Company and fixation of audit fee;

- Reviewing and monitoring the Statutory Auditor's independence and performance andeffectiveness of audit process;

- Evaluation of internal financial controls and risk management systems;

- Approval or modifications of related party transactions;

- 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 2 times on 10th June 2021and 29th October 2021. The Company Secretary acts as Secretary to theCommittee. The Chairman of the Audit Committee was present at the last Annual GeneralMeeting of the Company held on August 10 2021. All the recommendations made by theCommittee during the year were accepted and implemented by the Board of Directors.

Sr. Name of the Director No. Status in Committee Nature of Directorship Total Meetings Attended/ Total Meetings Held during the F.Y. 2021-22
1. Mr. Abhay Shrivastava Chairman Non-Executive Independent Director 2/2
2. Mr. Santosh Kumar Saraswat Member Non-Executive Director 2/2
4. Ms. Zarna Shah# Member Non-Executive Independent Director 1/2
5. Mr. Rajesh G. Shah@ Member Non-Executive Independent Director 1/2

Note: #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. 6thAugust 2021.

@Mr. Rajesh G. Shah was designated as the member of the committee w.e.f. 6thAugust2021.

2. NOMINATION & REMUNERATION COMMITTEE:

The role of the Nomination and Remuneration Committee is in accordance with Regulation19 of the

Listing Regulations and Section 178 of the Companies Act 2013.

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

- 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 and

- Any other matters listed in Part D of Schedule II to the Listing Regulations and inSection 178 of the Companies Act 2013.

b) Composition and Attendance:

The Nomination & Remuneration Committee met twice during the year under review on 6thAugust 2021 and 24th February 2022. The Company Secretary acts as Secretaryto the Committee. All the recommendations made by the Committee during the year wereaccepted by the Board.

Sr. Name of the Director No. Status in Committee Nature of Directorship Total Meetings Attended/ Total Meetings Held during the F.Y. 2021-22
1. Mr. Abhay Shrivastava Chairman Non-Executive Independent Director 2/2
2. Mr. Santosh Kumar Saraswat Member Non-Executive Director 2/2
4. Ms. Zarna Shah# Member Non-Executive Independent Director 1/2
5. Mr. Rajesh G. Shah@ Member Non-Executive Independent Director 1/2

Note: #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. 6thAugust 2021.

@Mr. Rajesh G. Shah was designated as the member of the committee w.e.f. 6thAugust2021.

c) Criteria for Determining Qualifications Positive Attributes and Independence ofa Director:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of theListing Regulations.

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 ofthe 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 mattersconnected 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 20the 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 thesecurity shareholders and issuance of duplicate share certificate if any.

b) Composition and Attendance:

The Stakeholders Relationship Committee met 4 times during the year under review on 10thJune2021 6th August 2021 29th October 2021 and 24thFebruary 2022. The Company Secretary acts as Secretary to the Committee.

Sr. Name of the Director No. Status in Committee Nature of Directorship Total Meetings Attended/ Total Meetings Held during the F.Y. 2021-22
1. Mr. Abhay Shrivastava Chairman Non-Executive Independent Director 4/4
2. Mr. Santosh Kumar Saraswat Member Non-Executive Director 4/4
4. Ms. Zarna Shah# Member Non-Executive Independent Director 2/4
5. Mr. Rajesh G. Shah@ Member Non-Executive Independent Director 2/4

Note: #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. 6thAugust 2021.

@Mr. Rajesh G. Shah was designated as the member of the committee w.e.f. 6thAugust2021.

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 disposedof during the financial year: Nil Number of complaints pending as on end of the financialyear: Nil

SEBI Investor Redressal System (SCORES): The investor complaints are processed in acentralised web-based complaints redress system. The salient features of this system are:Centralised database of all complaints online upload of Action Taken Reports (ATRs) byconcerned companies and online viewing by inv-estors of actions taken on the complaint andits current status.

Your Company has registered itself on SCORES platform. During the year under reviewthere was no complaint registered as well as pending at SCORES platform and BSE Platform.

INDEPENDENT DIRECTORS' MEETING:

The Independent Directors met on 24th February 2022 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.

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 March 2022;

(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.

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.

AUDITORS' AND AUDITORS' REPORT:

1. STATUTORY AUDITORS & AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules madethereunder M/ s. Pankaj K Shah Associates Chartered Accountants Ahmedabad (FirmRegistration No. 107352W) were appointed as Statutory Auditors of the Company for a termof five consecutive years to hold office from the conclusion of 16th AGM tillthe conclusion of the 21st AGM on such remuneration as may be decided by theAudit Committee and the Board of Directors.

Pursuant to Section 139 and 141 of the Companies Act 2013 and relevant Rulesprescribed there under the Company has received certificate from the Auditors to theeffect inter-alia confirming that their appointment continues to be within the limitslaid down by the Act is as per the term provided under the Act that they are notdisqualified for continuing such appointment under the provisions of applicable laws andalso that there are no pending proceedings against them or any of their partners withrespect to the professional matters of conduct.The Statutory Auditors have confirmed thatthey satisfy the independence criteria as required under the Act.

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 StatutoryAuditors 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 Directorsof the Company has appointed M/s. Riddhi Khaneja & Associates Practicing CompanySecretaries Ahmedabad (CP No: 17397) to conduct Secretarial Audit of the Company for theFinancial Year 2021-22 as the resignation received from M/s. Mukesh Pamnani &Associates on 8th August 2022.

The Secretarial Audit Report for the Financial Year 2021-22 is appended as Annexure-IIto this report in the form of FORM MR-3. This Report does not contain anyqualification reservation adverse remark 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 on the recommendation of Audit Committee for theFinancial Year 2022-23. The Internal Auditor conducts the internal audit of the functionsand operations of the Company and reports to the Audit Committee and Board from time totime.

4. MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain/audit the cost records as specified by theCentral Government under Section 148(1) of the Companies Act 2013 and rule 6(2) ofCompanies (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 hasreported any instances of fraud committed against the Company to the Audit Committee underSection 143(12) of the Companies Act 2013.

INTERNAL CONTROL SYSTEM:

The Company has adopted adequate and appropriate policies and procedures including thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies safeguarding of its assets prevention anddetection of fraud and errors accuracy and completeness of the accounting records andtimely preparation of reliable financial disclosures under the Companies Act 2013. Inaddition the Audit Committee periodically reviews the adequacy and effectiveness ofCompany's Internal Controls and monitors the implementation of audit recommendations ifany.

SECRETARIAL STANDARDS:

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

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.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2022 is available on the Company's website at www.yugdecor.com.

DEPOSITS:

During the year under review your Company has neither accepted/invited any depositspursuant to the provisions of Sections 73 and 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014. Hence no deposit is raised in thecontravention 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 beenadequately insured. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Your 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. There are nomaterially significant related party transactions made by the company with related partieswhich may have potential conflict with the interest of the company at large.

Your Directors draw your attention to notes to the financial statements for detailedrelated parties' transactions entered during the year. During the year the Company hadnot entered into any contract/ arrangement / transaction with related parties which couldbe considered material in accordance with the policy of the Company on materiality ofrelated party transactions or which are required to be reported in Form No. AOC-2 in termsof 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 havepotential conflict with interest of the Company at large. The Policy on Materiality ofRelated Party Transactions and dealing with Related Party Transactions as approved by theBoard is put up on the Company's website athttp://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 ofthe Company between the end of the financial year of the Company as on 31stMarch 2022 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 bythe regulators or courts or tribunals that would impact the going concern status andCompany's operation in future.

During the last 3 years there were no strictures or penalties imposed on the Companyby either SEBI or the Stock Exchange or any statutory authority for non-compliance of anymatter 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 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 31st March 2022 the company has notreceived any complaints pertaining to sexual harassment.

HUMAN RESOURCES:

Your Company believes that the unflinching commitment of the employees is the drivingforce behind the Company's vision. 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 in a culture of inclusion trust skilldevelopment empowerment and development for its employees. With regular communication andsustained efforts it is ensuring that employees are aligned on common objectives andgoals of the business. At the end your Company appreciates the spirit of its dedicatedemployees.

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-IV 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.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of SEBI (ListingObligations & Disclosure Requirements) Regulation 2015 is not applicable to theCompany for the Financial Year ending March 31 2022.

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.

CEO/CFO CERTIFICATION:

The Managing Director (MD) and Chief Financial Officer (CFO) of the Company havecertified to the Board regarding their review on the Financial Statements Cash FlowStatement and other matters related to internal controls in the prescribed format for theyear ended March 31 2022 in terms of Regulation 17 (8) of SEBI (LODR). The MD and CFOalso give half-yearly certification on financial results while placing the financialresults before the board in terms of Regulation 33(2) of SEBI (LODR). The certification isannexed to the Annual report as Annexure-V.

GOVERNANCE POLICIES:

At Yug we strive to conduct our business and strengthen our relationships in a mannerthat is dignified distinctive and responsible. We adhere to ethical standards to ensureintegrity transparency independence and accountability in dealing with all stakeholders.Therefore we have adhered to various codes and policies like code of conduct to regulatemonitor and report trading by designated persons familiarisation policy of Independentdirectors Nomination and remuneration policy policy on materiality etc. to carry outoperations in ethical manner.

The different codes and policies are uploaded on the website of the Company under thehead Investor relations> codes & policies & other. The direct link to access ishttps://yugdecor.com/codes-policies-ydl/.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

2. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

3. The Managing Director of the Company has not received any commission from theCompany and not disqualified from receiving any remuneration or commission from any ofsubsidiaries of the Company.

4. There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016.

5. There are no instances of transferring the funds to the Investor Education &Protection Fund.

6. During the year under review there has been no one time settlement of Loans takenfrom Banks and Financial Institutions.

The Company is in full compliance with the mandatory requirements as contained in theListing Regulations.

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 athttps://yugdecor.com/codes-policies-ydl/.

MEANS OF COMMUNICATION:

- The Company's website (www.yugdecor.com) contains a dedicated section ‘InvestorRelations' where various types of information related to the shareholders is availableincluding 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 andothers entitled thereto. The Management's Discussion and Analysis (MD&A) Report formspart of the Annual Report.

- BSE's Corporate Compliance & Listing Centre (the ‘Listing Centre') is a webbased application designed for corporates. All periodical compliance filings likeshareholding pattern corporate governance report statement of investor complaints amongothers are also filed electronically on the Listing Centre.

- Communication via E-mail: The Company has designated email-id exclusively forinvestor servicing i.e. cs@yugdecor.com.

- As defined earlier in Investor Redressal System SEBI Complaint Redressal System(SCORES) is a centralized web-based complaint redressal system where in the Company hasregistered itself.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to 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 at:http://yugdecor.com/wp-content/uploads/2020/12/9.pdf.

During the financial year 2021-22 no cases under this mechanism were reported to theCompany. 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: 16th August 2022 Chairman & Managing Director
Place: Ahmedabad DIN: 01475370

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