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Yuvraaj Hygiene Products Ltd.

BSE: 531663 Sector: Industrials
NSE: N.A. ISIN Code: INE139D01020
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OPEN 1.20
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VOLUME 111580
52-Week high 1.20
52-Week low 0.68
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Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
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Yuvraaj Hygiene Products Ltd. (YUVRAAJHYGIENE) - Director Report

Company director report

To

The Members

Yuvraaj Hygiene Products Limited

th

Your Directors hereby present the 25 (Twenty Fifth) Annual Report together with theAudited Financial Statements of the Company for the

st

year ended 31 March 2020.

FINANCIAL HIGHLIGHTS:

The financial figures for the year under review are given below:

Particulars For the Year ended 31 March 2020 For the Year ended 31 March 2019
Revenue from Operations 1215.12 1271.48
Other Income 54.15 24.22
Total Income 1269.27 1295.70
Total Expenses 1481.89 1523.38
Profit/(Loss) Before Tax (212.62) (227.68)
Less: Provision for Tax
- Deferred Tax Expenses (18.37) (17.92)
- Current Tax Expenses - -
Profit/(Loss) After Tax (194.24) (209.76)
Other Comprehensive Income (1.04) 0.36
Total Comprehensive Income/(Loss) (195.28) (209.39)
Balance of Profit/(Loss) as per last Balance Sheet (907.65) (698.26)
Balance of Profit/(Loss) carried to Balance Sheet (1102.12) (907.65)

REVIEW OF OPERATIONS:

During the year under review the Company earned total revenue of Rs. 1269.27 Lakhs asagainst Rs. 1295.70 Lakhs in the previous year. The Loss before tax was Rs. 212.62 Lakhsas against Rs. 227.68 Lakhs in the previous year. The Loss after tax was Rs. 194.24 Lakhsas against Rs. 209.76 Lakhs in the previous year.

Your Company is undertaking active efforts towards accelerating the growth speed and isoptimistic about better performance in the future.

EMERGENCE OF COVID-19:

The World Health Organisation in February 2020 declared COVID-19 as a pandemic. Thepandemic has been rapidly spreading throughout the world including India. Governmentsaround the world including India have been taking significant measures to curb the spreadof the virus including imposing mandatory lockdowns and restrictions in activities.Consequently the Company's manufacturing plants and offices also had to be closed downfor a considerable period of time including after the year end. As a result of thelockdown the revenue for the quarter ended March 2020 was impacted. Continued lockdownsimpacted the Company operationally including on supply chain matters. The Company ismonitoring the situation closely taking into account directives from the Government.

STATE OF THE COMPANY AFFAIRS:

The Company operates in Single segment i.e. Dealing in Household Cleaning Products.

CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business activities of the Company during thefinancial year under review.

DIVIDEND:

In view of the accumulated losses the Board of Directors do not recommend payment ofdividend for the financial year 2019-20.

TRANSFER TO RESERVES:

During the financial year under review your Company has not made any transfer toreserves.

SHARE CAPITAL OF THE COMPANY:

As on 31 March 2020 the Authorised Share Capital of the Company stood at Rs.93300000/- (Rupees Nine Crore Thirty Three Lakh only) divided into 93300000 (NineCrores Thirty Three Lakh) Equity Shares of Re. 1/- (Rupee One only) each.

As on 31 March 2020 the paid up share capital of the Company stood atRs.74156406/- (Rupees Seven Crore Forty One Lakh Fifty Six Thousand Four Hundred andSix only) divided into 74156406 (Seven Crore Forty One Lakh Fifty Six Thousand FourHundred and Six) Equity Shares of Re.1/- (Rupee One only) each. During the year underreview there was no change in the share capital of the Company.

Further it is proposed to issue and allot 16500000 (One Crore Sixty Five Lakhs)Equity Shares of Re.1/- (Rupee One only) each at par to Mr. Vishal Kampani and Mrs. BenuKampani Promoters of the Company upon conversion of existing outstanding Loan to the tuneof Rs.16500000/- (Rupees One Crore Sixty Five Lakhs only) on preferential basissubject to approval of Members in the forthcoming Annual

General Meeting of the Company and other necessary approvals. Necessary details shallbe mentioned in the Notice of 25 AGM of the Company.

PUBLIC DEPOSIT:

During the financial year under review the Company has not accepted any deposits frompublic/members within the meaning of Section 73 and 76 of the Companies Act 2013("the Act") read with Companies (Acceptance of Deposits) Rules 2014.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure I". The same shall also be made available on thewebsite of the Company viz. www.hic.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Act read with Companies(Management and Administration) Rules 2014 and in accordance with the Articles ofAssociation of the Company Mr. Ankur Kampani Non Independent and Non-Executive Director(DIN: 06370995) of the Company retires by rotation at the ensuing AGM and being eligiblehas offered himself for re-appointment. Accordingly your Board recommends hisre-appointment to the members.

The previous tenure of Mr. Vishal Kampani as Managing Director and Mrs. Benu Kampani asWhole-Time Director expired on 10 April 2020.

The Board of Directors in their meeting held on 14 August 2019 and the shareholders inthe AGM held on 30 September 2019 re-appointed them for a further period of 3 (three)years w.e.f. 11 April 2020.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated underSecretarial Standard on General Meetings (SS-2)

issued by the Institute of Company Secretaries of India ("ICSI") are detailedin the Notice of 25 AGM of the Company dated 1 December 2020.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been no change inthe circumstances affecting their status as independent directors of the Company.

As on 31 March 2020 Mrs. Benu Kampani - Whole-time Director Mr. Vishal Kampani -Managing Director Mr. Ravindrakumar Sharma - Chief Financial Officer and Mr. MustafaBadami - Company Secretary & Compliance Officer are the Key Managerial Personnel ofthe Company as per the provisions of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) of the Act your Directors confirmthat:

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

b. the directors have 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 ofthe loss of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have 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 have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

MEETINGS OF THE BOARD:

The Board meets at regular interval to discuss and decide on Company/ business policyand strategies apart from other Board Business. The Notice of the Board Meeting is givenwell in advance to all the Directors of the Company. The Agenda of the Board/ CommitteeMeeting is circulated 7 days prior to the date of the meeting to enable the Director totake an informed decision.

During the year under review 6 (Six) Board Meetings were held on 29 May 2019 14August 2019 14 November 2019 15 January 2020 14 February 2020 and 19 March 2020.As stipulated the gap between two consecutive meetings of the Board did not exceeded onehundred and twenty days.

The details of attendance of the Directors at the meetings held during the year underreview is stated herewith:

Sr. No. Name of Directors Category No. of Meetings of Board attended
1 Mr. Rajeev Kharbanda Chairman & Independent Director 6
2 Mr. Vishal Kampani Managing Director 6
3 Mrs. Benu Kampani Whole Time Director 6
4 Mr. Ankur Kampani Non-Executive Director 6
5 Mr. Praful Hande Independent Director 6

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Act aseparate meeting of the Independent Directors of the Company was held on 14 February 2020to review the performance of Non- Independent Directors the Board as whole the Chairmanof the Company and to discuss the matters related to the quality quantity and timelinessof flow of information between the Company management and the Board.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD IT'S COMMITTEES AND OF INDIVIDUALDIRECTORS:

Pursuant to the provisions of the Act a formal annual evaluation needs to be made bythe Board of its own performance and that of its Committees and individual directors.Schedule IV of the Act states that the performance evaluation of the independent directorsshall be done by the entire Board of Directors excluding the director being evaluated.The Board works with the Nomination and Remuneration Committee to lay down the evaluationcriteria.

The Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee Nominationand Remuneration Committee and Stakeholders' Relationship Committee of the Company. TheBoard has devised questionnaire to evaluate the performances of each of ExecutiveNon-Executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of theDirectors. The evaluation framework for assessing the performance of Directors comprisesof the following key areas:

i. Attendance at the Board Meetings and Committees Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance; and iv. Providing perspectives and feedback going beyond information providedby the management.

During the year under review the Nomination and Remuneration Committee reviewed theperformance of all the executive and non-executive directors.

COMMITTEES OF THE BOARD:

As per the provisions of the Act and Listing Regulations the Company has constitutedfollowing three Committees of the Board:

1. Audit Committee

2. Stakeholders' Relationship Committee; and

3. Nomination and Remuneration Committee.

AUDIT COMMITTEE:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Actand Regulation 18 of the Listing Regulations:-

During the financial year 2019-20 the Committee met 4 (Four) times on 29 May 2019 14August 2019 14 November 2019 and 14 February 2020.

As stipulated the gap between any two meetings of the Audit Committee did not exceedone hundred and twenty days and the required quorum was present for all meetings.

All the recommendations made by the Audit Committee were accepted and approved by theBoard.

The composition and attendance of the members of the Audit Committee for the financialyear 2019-20 is stated herewith:

Name of Directors Designation No. of Meetings of Board attended
Mr. Rajeev Kharbanda Chairman 4
Mr. Praful Hande Member 4
Mr. Vishal Kampani Member 4

Mr. Rajeev Kharbanda Chairman of the Audit Committee was present at the last AnnualGeneral Meeting of the Company held on September 30 2019. The Company Secretary &Compliance Officer of the Company acts as the Secretary to the Committee.

The broad terms of reference of Audit Committee are as follows:

i. Review of Quarterly / Half Yearly / Yearly results and Financial Statements beforesubmission to the Board; ii. To insure the objectivity credibility and correctness of theCompany's financial reporting and disclosure processes;

iii. Review of policies and framework related to risk management internal control andgovernance processes;

iv. Recommendation for appointment remuneration and terms of appointment of auditors;

v. Matter to be included in the Director's Responsibility Statement;

vi. Changes if any in the accounting policies;

vii. Major accounting estimates and significant adjustments in financial statement;

viii. Compliance with listing and other legal requirements concerning financialstatements;

ix. Interaction with statutory and internal auditors

x. Approval of appointment of Chief Financial Officer after assessing thequalification experience and background of the candidate.

xi. Management Discussion and Analysis of financial condition and results ofoperations.

xii. Review and approval of related party transactions.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Composition of the Stakeholders' Relationship Committee is in compliance with theprovisions of Section 178 of the Act and Regulation 20 of the Listing Regulations.

The Committee is primarily responsible to review all matters connected with theCompany's transfer of securities and redressal of shareholders' / investors' / securityholders' complaints.

During the financial year 2019-20 the Committee met 4 (Four) times on 29 May 2019 14August 2019 14 November 2019 and 14 February 2020.

The composition and Attendance of the members of the Stakeholders' RelationshipCommittee for the financial year 2019-20 is stated herewith:

Name of Directors Designation No. of Meetings of Board attended
Mr. Rajeev Kharbanda Chairman 4
Mr. Praful Hande Member 4
Mr. Vishal Kampani Member 4

Mr. Rajeev Kharbanda Chairman of the Stakeholders' Relationship Committee was presentat the last Annual General Meeting of the Company held on September 30 2019. The CompanySecretary & Compliance Officer of the Company acts as the Secretary to the Committee.

The scope of the Committee includes the following:

To deal with matters relating to share transfers/transmissions.

To review the system of dealing with and responding to correspondence fromshareholders.

To review and deal with complaints and responses to letters received from StockExchange SEBI and Department of Company Affairs.

NOMINATION AND REMUNERATION COMMITTEE:

In terms of Provisions of Section 178 of the Act the Nomination and RemunerationCommittee should comprise of at least three Directors; all of whom should be Non-ExecutiveDirectors. At least half of the Committee members should be Independent with anIndependent Director acting as the Chairman of the Committee.

The Composition of the Nomination and Remuneration Committee is in compliance with theprovisions of Section 178 of the Act and Regulation 19 of the Listing Regulations.

During the financial year 2019-20 the Committee met 2 (Two) times on 29 May 2019 and14 August 2019.

The composition and Attendance of the members of the Nomination and RemunerationCommittee for the financial year 2019-20 is as follows:

Name of Directors Designation No. of Meetings of Board attended
Mr. Praful Hande Chairman 2
Mr. Rajeev Kharbanda Member 2
Mr. Ankur Kampani Member 2

The Company Secretary & Compliance Officer of the Company acts as the Secretary tothe Committee.

REMUNERATION POLICY:

The current policy of the Company is to have an appropriate mix of executivenon-executive and independent directors to maintain the

independence of the Board and separate its functions of governance and management. Ason 31 March 2020 the Board consists of 5 (Five) members 2 (two) of whom are executivedirectors 2 (two) are independent directors and 1 (one) is non-executive director. TheBoard periodically evaluates the need for change in its composition and size.

Terms of reference of the Nomination and Remuneration Committee:

The Committee is empowered to

Determine/recommend the criteria for appointment of Executive Non-Executive andIndependent Directors to the Board;

Determine/recommend the criteria for qualifications positive attributes andindependence of Director;

Identify and assess potential individuals with respect to their expertise skillsattributes personal and professional standing for appointment and re-appointment asDirectors/Independent Directors on the Board and as Key Managerial Personnel (KMPs).

Formulate a policy relating to remuneration for the Directors Members of the Committeeand also the Senior Management Employees.

The Company follows a comprehensive policy for selection recommendation appointmentof Directors and other senior managerial employees and also on the remuneration and suchother related provisions as applicable.

Selection:

Any person to be appointed as a Director on the Board of Directors of the Company or asKMP or Senior Management Personnel including Independent Directors shall possessappropriate skills experience and knowledge in one or more fields of sciences actuarialsciences banking finance economics law management sales marketing administrationresearch corporate governance or technical operations.

Any person to be appointed as a Director on the Board of the Company shall possess therelevant experience and shall be able to provide policy directions to the Companyincluding directions on good corporate governance.

While appointing any person as Chief Executive Officer Managing Director or aWhole-time director of the Company his / her educational qualification work experienceindustry experience etc. shall be considered.

Remuneration of Executive Directors:

At the time of appointment or re-appointment the Executive Directors shall be paidsuch remuneration as may be mutually agreed between the Company (which includes theNomination and Remuneration Committee and the Board of Directors) and the ManagingDirector within the overall limits prescribed under the Companies Act.

The remuneration shall be subject to the approval of the Members of the Company inGeneral Meeting.

In determining the remuneration the Nomination and Remuneration Committee shallconsider the following:

1. The relationship of remuneration and performance benchmarks is clear;

2. Balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals;

3. Responsibility of the Executive Directors and the industry benchmarks and thecurrent trends;

4. The Company's performance vis-a-vis the annual budget achievement and individualperformance.

Remuneration of Non-Executive Directors:

The Non-Executive Directors shall be entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in the Board / Committee meetings. ANon-Executive Director shall be entitled to receive sitting fees for each meeting of theBoard or Committee of the Board attended by him of such sum as may be approved by theBoard of Directors within the overall limits prescribed under the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Independent Directors of the Company shall not be entitled to participate in StockOption Scheme of the Company if any introduced by the Company.

Remuneration of Senior Management Employees:

In determining the remuneration of the Senior Management employees (i.e. KMPs) theNomination and Remuneration Committee shall consider the following:

1. The relationship of remuneration and performance benchmark is clear;

2. The fixed pay reflecting short and long-term performance objectives appropriate tothe working of the Company and its goals;

3. The components of remuneration includes salaries perquisites and retirementbenefits; and

4. The remuneration including annual increment and performance incentive is decidedbased on the criticality of the roles and responsibilities the Company's performancevis-a-vis the annual budget achievement industry benchmark and current compensationtrends in the market.

Details of sitting fee paid to be Directors:

None of the Non-Executive / Independent Director are being paid any sitting fees.

The Company has not granted any stock options.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Act the Company has adopted a Vigil mechanism /Whistle Blower Policy to deal with instance of fraud and mismanagement if any.

The Company had established a mechanism for directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of our Code of Conductand Ethics. The mechanism also provides for adequate safeguards against victimization ofdirectors and employees who avail of the mechanism and also provide for direct access tothe Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2019-20 no employee or director was deniedaccess to the Audit Committee. The Vigil mechanism / Whistle Blower Policy is available onthe website of the Company at https://www.hic.in/policies.html

RISK MANAGEMENT:

The Company has laid down a well-defined Risk Management Policy to identify the riskanalyze and to undertake risk mitigation actions. The Board of Directors regularlyundertakes the detailed exercise for identification and steps to control them through awell-defined procedure. The Board periodically reviews the risks and suggests steps to betaken to control and mitigate the same through properly defined framework.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The provisions relating to Corporate Social Responsibility under Section 135 of the Actand Rules made thereunder are not applicable to the Company. Therefore the Company hasneither constituted Corporate Social Responsibility Committee nor developed andimplemented any policy on Corporate Social Responsibility initiatives.

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the members of the Company in

their 22 Annual General Meeting (AGM) held on 26 September 2017 had appointed M/s. N.S. Gokhale & Company Chartered Accountants Thane (Firm Registration No. 103270W)as the Statutory Auditors of the Company for a term of 5 consecutive years i.e. from theconclusion of 22 AGM till the conclusion of 27 AGM of the Company to be held for thefinancial year ending March 31 2022.

During the year under review the Auditor had not reported any fraud under Section143(12) of the Act therefore no details are required to be disclosed under Section134(3)(ca) of the Act.

There are no qualifications reservations adverse remarks or disclaimers made by theStatutory Auditors in their Report dated 31 July 2020. However attention is drawn to thepoint relating to ‘Material Uncertainty related to Going Concern' which isself-explanatory.

INTERNAL AUDITOR:

Mr. Kintali T. Nageswar Rao Chartered Accountants Navi Mumbai the Internal Auditor ofthe Company has shown his unwillingness to continue as Internal Auditor of the Company forthe financial year 2019-20 and has given his resignation. Accordingly M/s. Vikram Shahand Co. Chartered Accountants Mumbai were appointed as the Internal Auditor of theCompany in the meeting of the Board of Directors held on 14 August 2019 for the financialyear under review.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliances with operating systems accountingprocedures and policies and report the same to the Audit Committee on quarterly basis.

Based on the report of internal audit the management undertakes corrective action intheir respective areas and thereby strengthens the controls.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems to commensuratewith the nature of its business size and complexity of its business operations. Internalcontrol systems comprising of policies and procedures are designed to ensure reliabilityof financial reporting compliance with policies procedures applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. ManishGhia & Associates Company Secretaries Mumbai to undertake the Secretarial Audit ofthe Company.

The Secretarial Audit Report is annexed herewith as "Annexure II".

In respect of the Secretarial Auditors' remarks in their report the Directors wouldlike to state as under:

(a) the company has not filed the MSME Return (to be filed half yearly) for the halfyear ended March 31 2019 and September 30 2019

Reply: The filing was missed out due to oversight. The Company is taking necessarysteps to file the MSME returns.

(b) the Company has delayed in payment of listing fees to BSE Limited (BSE) for theyear under review

Reply: The delay was due to financial crunch; however the Company has paid thefees on 10th July 2019.

(c) the website of the Company is not updated as required under regulation 46 of LODR

Reply: Due to website upgradation activities and change in the designer of thewebsite the same is not updated. The Company is taking necessary steps to update itswebsite.

(d) the company is in the process of implementing structured digital database asrequired under regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations 2015

Reply: The Company was in the process of identifying the said software and was innegotiations with some vendors. The Company now has implemented the installation of thesaid software and shall be compliant with the required regulations of SEBI (Prohibition ofInsider Trading) Regulations 2015.

MAINTAINENCE OF COST RECORDS:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules 2014 of Section 134(3)of the Act regarding maintenance of cost records are not applicable to the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements provided in thisAnnual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions with related parties that were entered into during the financial yearwere on an arm's length basis and were in the ordinary course of business. There are nomaterially significant transactions with related parties made by the Company withPromoters Directors Key Managerial Personnel which may have a potential conflict withthe interest of the Company at large. The policy on Related Party Transactions as approvedby the Board is uploaded on the Company's website at https://www.hic.in/policies.html.None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany. Accordingly the disclosure of Transactions with related parties as requiredunder Section 134(3) of the Act in Form AOC-2 is not applicable.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 details of ratio of remuneration ofeach director to the median employee's remuneration are appended to this report as "AnnexureIII - Part A".

Further the information as required under the provisions of Section 197 of the Actread with Rule 5(2) and of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is appended to this report as "Annexure III Part B."

During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Act and Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

PARTICULARS OF CONSERVATION OF ENERGY TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)Rules 2014 details regarding Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy The Operations of the Company do notconsume energy intensively. However Company continues to implement prudent practices forsaving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative sources of energy as and when the necessity arises.

c. The capital investment on energy conservation equipment Nil

B. Technology Absorption

a. The efforts made towards technology absorption The Company continues to takeprudential measures in respect of technology absorption adaptation and take innovativesteps to use the scarce resources effectively.

b. The benefits derived like product improvement cost reduction product developmentor import substitution Not Applicable

c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are asfollow:

Particulars For the Year ended 31 March 2020 For the Year ended 31 March 2019
Foreign exchange earning Nil Nil
Foreign exchange Outgo 141.84 296.60

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 2020-21 to the said Stock Exchange.

HOLDING SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company does not have any Holding Subsidiary Joint Venture or Associate. Hencepreparation of consolidated financial statements and statement containing salient featuresof the Subsidiary/ Associate or Joint Ventures companies in Form AOC-1 as per theprovisions of Section 129 of the Act is not applicable to the Company. During the yearunder review no Company ceased to be the holding subsidiary joint venture or associateof the Company.

PERFORMANCE OF SUBSIDIARY ASSOCIATE OR JOINT VENTURE COMPANIES:

As on 31 March 2020 the Company does not have any Subsidiary Associate or JointVenture Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT.

No material changes and commitment affecting the financial positions of the Companyoccurred between the end of the financial year 2019-20 to which this financial statementrelates and the date of this report.

REPORT ON CORPORATE GOVERNANCE:

As per the provisions of Regulation 15(2) of Listing Regulations the provisions relatedto Corporate Governance as specified in Regulations 17 17A 18 19 20 21 22 23 2424A 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para CD and E of Schedule V shall not apply to a listed entity having paid up Share Capital notexceeding Rupees Ten Crores and Networth not exceeding Rupees Twenty Five Crores as onthe last day of the previous financial year.

As on the last day of the previous financial year the paid up Share Capital andNetworth of the Company was below the threshold limits stated above thereby presently theCompany is not required to comply with the above provisions of Corporate Governance.

Accordingly the Report on Corporate Governance and Certificate regarding compliance ofconditions of Corporate Governance are not made a part of the Annual Report.

Pursuant to the Regulation 34(2)(e) of Listing Regulations the Report on ManagementDiscussion and Analysis is a part of the Annual Report as "Annexure IV".

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and theCompany complies with all the applicable provisions of the same during the year underreview.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has adopted a Policy on prevention prohibition and Redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. TheCompany has constituted an Internal Complaint Committee under Section 4 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Therewas no complaint received by committee on sexual harassment during the financial yearunder review.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their warm appreciation andacknowledge with gratitude the assistance co-operation and support extended to yourCompany by bankers clients employees as well as the investing community and look forwardto their continued support.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

The Directors appreciate and value the contribution made by every member of the YuvraajHygiene Products Limited family.

By order of the Board of Directors of Yuvraaj Hygiene Products Limited
Vishal Kampani Benu Kampani
Managing Director Whole Time Director
DIN: 03335717 DIN: 01265824

Place : Navi Mumbai

Date :12 November 2020

ANNEXURE I

EXTRACT OF ANNUAL RETURN

Form No. MGT-9

(As on the Financial Year ended on 31st March 2020)

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L74999MH1995PLC220253
Registration Date 25th January 1995
Name of the Company Yuvraaj Hygiene Products Limited
Category/Sub-Category of the Company Non-Government Company Limited by Shares
Address of the Registered office and contact details Plot No A-650 1st Floor TTC Industrial Estate
MIDC Pawane Village Mahape Navi Mumbai - 400705 Tel: 022 - 27784491
Email: yuvraj_industries@ymail.com yhpl@hic.in
Website: www.hic.in
Whether listed company Yes
BSE Limited
Name Address and Contact details of Registrar and Transfer Agent if any CIL Securities Limited
214 Raghava Ratna Towers Chirag Ali Lane Abids Hyderabad - 500001
Tel: 040 - 23202465/23203155
Fax: 040 - 23203028/ 66661267
Email: rta@cilsecurities.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

Sr. No. Name and Description of main products/ services NIC Code of the Product/ service % to total turnover of the company
1 Manufacture of tableware kitchenware and other household articles and toilet articles of plastic including manufacture of vacuum flasks and other vacuum vessels 22202 22.16
2 Wholesale of other households goods n.e.c. [Includes wholesale of household equipment and appliances n.e.c; photographic equipment games toys and sports goods (also includes bicycles cycle rickshaw tonga & other non- mechanised vehicles); leather goods and travel accessories; cleaning materials etc.] 46499 77.84

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES: NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

No. of shares held at the beginning of the year

No. of shares held at the end of the year

% change during the year
Category of shareholders Demat Physical Total % of Total shares Demat Physical Total % of Total shares
A. Promoter
(1) Indian
(a) Individual /HUF 51425500 0 51425500 69.35 51425500 0 51425500 69.35 0
(b) Central Govt. 0 0 0 0 0 0 0 0 0
(c) State Govts. 0 0 0 0 0 0 0 0 0
(d) Bodies Corp. 0 0 0 0 0 0 0 0 0
(e) Banks / FI 0 0 0 0 0 0 0 0 0
(f) Others 0 0 0 0 0 0 0 0 0
Sub-total (A)(1) 51425500 0 51425500 69.35 51425500 0 51425500 69.35 0
(2) Foreign
(a) NRIs - Individuals 0 0 0 0 0 0 0 0 0
(b) Other - Individuals 0 0 0 0 0 0 0 0 0
(c) Bodies Corp. 0 0 0 0 0 0 0 0 0
(d) Banks / FI 0 0 0 0 0 0 0 0 0
(e) Others 0 0 0 0 0 0 0 0 0
Sub-total (A)(2) 0 0 0 0 0 0 0 0 0
Total shareholding of
Promoters (A) 51425500 0 51425500 69.35 51425500 0 51425500 69.35 0
B. Public
(1) Institutions
(a) Mutual Funds 0 0 0 0 0 0 0 0 0
(b) Banks / FI 0 0 0 0 0 0 0 0 0
(c) Central Govt. 0 0 0 0 0 0 0 0 0
(d) State Govts. 0 0 0 0 0 0 0 0 0
(e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
(f) Insurance Companies 0 0 0 0 0 0 0 0 0
(g) FIIs 0 0 0 0 0 0 0 0 0
(h) Foreign Venture Capital
Funds 0 0 0 0 0 0 0 0 0
(i) Others 0 0 0 0 0 0 0 0 0
Sub-total (B)(1) 0 0 0 0 0 0 0 0 0
(2) Non Institutions
(a) Bodies Corp.
(i) Indian 1507356 349800 1857156 2.51 1228397 349800 1578197 2.13 (0.38)
(ii) Overseas 0 0 0 0 0 0 0 0 0
(b) Individuals
(I) Individual shareholders holding nominal share capital upto Rs. 1 Lakhs 11565441 1115410 12680851 17.10 11770896 1115510 12886406 17.38 0.28
(ii) Individual shareholders holding nominal share capital in excess of Rs.1 Lakhs 7750480 335500 8085980 10.90 7973594 221900 8195494 11.05 0.15
(c) Others
NRIs 70183 0 70183 0.09 70183 0 70183 0.09 0.00
Clearing Member 36236 0 36236 0.05 126 0 126 0.00 (0.05)
Trust 500 0 500 0.00 500 0 500 0.00 0.00
Sub-total (B)(2) 20930196 1800710 22730906 30.65 21043696 1687210 22730906 30.65 0.00
Total Public Shareholding (B) 20930196 1800710 22730906 30.65 21043696 1687210 22730906 30.65 0.00
C. Shares held by custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 72355696 1800710 74156406 100.00 72469196 1687210 74156406 100.00 0.00

ii. Shareholding of Promoters and Promoters' Group:

Sr. No. Shareholder''s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year
No. of shares % of Total shares of the Company % of shares Pledged / encumbered to total shares No. of shares % of total shares of the Company % of shares Pledged / encumbered to total shares
1 Mr. Vishal Kampani 43556250 58.74 0 43556250 58.74 0 0
2 Mrs. Benu Kampani 7869250 10.61 0 7869250 10.61 0 0
TOTAL 51425500 69.35 0 51425500 69.35 0 0

iii. Change in Promoters' Shareholding:

Sr. No. Promoters' Name

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Mr. Vishal Kampani
At the beginning of the year 43556250 58.74 -
Changes during the year

No Changes during the year

At the end of the year - - 43556250 58.74
2. Mrs. Benu Kampani
At the beginning of the year 7869250 10.61 - -
Changes during the year

No Changes during the year

At the end of the year - - 7869250 10.61

V. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (other than Directors Promoters andHolders of GDRs and ADRs):

Sr. No. For each of the top 10 shareholders No. of shares

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 MS. SONAL LOHIA
At the beginning of the year 1148922 1.55 - -
Changes During the Year

No Changes during the year

At the end of the year - - 1148922 1.55
2 MS. SUJATHA CHOWDARY
At the beginning of the year 520000 0.70 - -
Changes During the Year

No Change during the year

At the end of the year 520000 0.70
3 MR. MAHESH HARAKCHAND SHAH
At the beginning of the year 500000 0.67 - -
Changes During the Year

No Change during the year

At the end of the year - - 500000 0.67
4 MR. DHEERAJ KUMAR LOHIA
At the beginning of the year 433989 0.59 - -
Changes During the Year

No Change during the year

At the end of the year - - 433989 0.59
5 MR. SAIKRISHNA CHAPPADI
At the beginning of the year 430000 0.58 - -
Changes During the Year

No Change during the year

At the end of the year - - 430000 0.58
6 MR. ANJANEYULU REDDY JONNALA
At the beginning of the year 300000 0.40 - -
Changes During the Year
Date Reason
13.12.2019 Purchase of Share 113500 0.15 413500 0.56
At the end of the year 413500 0.56
7 MR. BETHALAM BAPIRAJU
At the beginning of the year 357199 0.48 - -
Changes During the Year

No Change during the year

At the end of the year 357199 0.48
8 MS. MONAL SHARDA
At the beginning of the year 300600 0.41 - -
Changes During the Year No Change during the year
At the end of the year - - 300600 0.41
9 MR. VINAY KUMAR AGARWAL
At the beginning of the year 300000 0.40 - -
Changes During the Year No Change during the year
At the end of the year - - 300000 0.40
10 MR. RAJENDRA RAMESHWAR AGARWAL
At the beginning of the year 257059 0.35 - -
Changes During the Year No Change during the year
Date Reason
30.09.2019 Purchase of Share 27000 0.04 284059 0.38
At the end of the year - - 284059 0.38

VI. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

Sr. No. For each of the Directors and KMPs

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Mr. Vishal Kampani 43556250 58.74 43556250 58.74
2. Mrs. Benu Kampani 7869250 10.61 7869250 10.61
3. Mr. Praful Hande - - - -
4. Mr. Rajeev Kharbanda - - - -
5. Mr. Ankur Kampani - - - -
6. Mr. Ravindra Sharma - - - -
7. Mr. Mustafa Badami - - - -

VII. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due forpayment:

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 35944272.32 47327708.51 0.00 83271980.83
ii) Interest due but not paid 0.00 0.00 0.00 0.00
iii) Interest accrued but not due 0.00 0.00 0.00 0.00
Total(i+ii+iii) 35944272.32 47327708.51 0.00 83271980.83
Change in Indebtedness during the financial year
- Addition 144544696.6 14157250.42 0.00 158701947.00
- Reduction 145140903.6 9084215.71 0.00 154225119.26
Net Change -596206.97 5073034.71 0.00 4476827.74
Indebtedness at the end of the financial year
i) Principal Amount 35348065.35 52400743.22 0.00 87748808.57
ii) Interest due but not paid 0.00 0.00 0.00 0
iii) Interest accrued but not due 0.00 0.00 0.00 0
Total (i+ii+iii) 35348065.35 52400743.22 0.00 87748808.57

* Since the interest amount on loans is not ascertainable the same is not reflected inabove table

VIII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Remuneration to Managing Director Whole-time Directors and/or Manager

Sr. Particulars of Remuneration

Name of MD / WTD / Manager

Total Amount
MD Mr. Vishal Kampani WTD Mrs. Benu Kampani
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 1200000 960000 2160000
(b) Value of perquisites u/s17(3) Income-tax Act 1961 0 0 0
(c) Profits in lieu of salary under section17(3) Income- tax Act 1961 0 0 0
2. Stock Option 0 0 0
3. Sweat Equity 0 0 0
4. Commission 0 0 0
5. Others please specify 0 0 0
6. Total 1200000 960000 2160000
Ceiling as per the Act

As per the provisions of Section 197 of Companies Act 2013 read with Schedule V of the Act.

ii. Remuneration to other directors:

Sr. No. Particulars of Remuneration

Name of Non-Executive Directors

Total Amount

Independent Directors

Non Independent Directors
Mr. Rajeev Kharbanda Mr. Praful Hande Mr. Ankur Kampani
1. Sitting Fees 0 0 0 0
2. Commission 0 0 0 0
- as% of profit
- others specify…
3. Others please specify 0 0 0 0
4. Total 0 0 0 0
Ceiling as per the Act

As per provisions of Section 197 of the Companies Act 2013 read with Schedule V of the Act.

iii. Remuneration to Key Managerial Personnel Other Than MD/Manager /WTD

Sr. Particulars of Remuneration

Key Managerial Personnel

Chief Financial Officer Mr. Ravindra Sharma Company Secretary & Compliance Officer Mr. Mustafa Badami Total Amount
1. Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-Tax Act 1961 498803 180000 678803
(b) Value of perquisites u/s 17(2) of the Income-Tax Act 1961 0 0 0
(c) Profits in lieu of salary under Section 17(3) of the Income Tax Act 1961 0 0 0
2. Stock Option 0 0 0
3. Sweat Equity 0 0 0
4. Commission 0 0 0
5. Others please specify 0 0 0
Total 498803 180000 678803

IX. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: None

By order of the Board of Directors of Yuvraaj Hygiene Products Limited
Vishal Kampan i Benu Kampani
Managing Director Whole Time Director
DIN: 03335717 DIN: 01265824

Place: Navi Mumbai

Date: 12th November 2020

.