yug decor ltd share price Directors report

Dear Members,

The Board of Directors is pleased to present the 20^th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended on 31^st March, 2023.

FINANCIAL HIGHLIGHTS:

The key financial figures of your Company for the financial year ended 31^st March, 2023are as under:

(Amount in ‘000 )

Particulars	31/03/2023	31/03/2022
Net Revenue from operations	3,11,934.81	2,44,945.54
Add: Other Income	731.61	91.38
Total Revenue	3,12,666.42	2,45,036.92
Expenditure	2,89,783.49	2,37,023.22
Profit/(Loss) before Finance Cost, Depreciation & Amortization and Tax Expenses	22,882.93	8,013.70
Less: Finance Cost	3,653.08	2,668.14
Less: Depreciation & Amortization	3,943.67	3,972.36
Profit/ (Loss) Before Tax	15,286.18	1,373.20
Less: Taxation
i) Current Tax	4,191.43	315.59
ii) Deferred Tax	(323.39)	104.94
Total Tax (i+ii)	3,868.04	420.53
Profit/ (Loss) after Tax	11,418.14	952.67
Add: Balance brought forward from previous year	4,283.82	3,331.15
Less: Utilised for bonus shares issue	3,841.62	Nil
Balance carried forward to next years accounts	11,860.34	4,283.82

Note: The above figures are extracted from the Annual Financial Statements for the year ended 31^st March, 2023.

RESULT OF OPERATIONS & STATE OF COMPANY AFFAIRS:

The Key points pertaining to the business of the Company for the year 2022-23 and period preceding thereto have been given hereunder:

The Total revenue of the Company during the Financial year 2022-23 was 3,12,666.42 (‘000)against the total revenue of 2,45,036.92 (‘000) in the previous financial year 2021-22.

The Total expenses of the Company during the financial year 2022-23 was 2,89,783.49 (‘000) against the expenses of 2,37,023.22 (‘000) in the previous financial year 2021-22.

The Profit after tax was 11,418.14 (‘000) for the financial year 2022-23 as compared to the Profit after tax of 952.67 (‘000) in the previous financial year 2021-22.

The performance of the Company in terms of overall revenue generation during the period under consideration was quite phenomenal. Despite multidimensional crisis, your company continues to develop its strengths by institutionalizing sound commercial processes and effectively putting the hard work on a continuous basis to thrive, maintain and capitalize the growth opportunities. Your Company strongly believes that its success in the marketplace and good reputation are among the primary determinants of shareholder value. Its close relationship with customers and a deep understanding and anticipation of consumers requirements early depicts a strong commercial backbone.

The state of your Companys affairs is given under the heading ‘Financial Highlights, Result of Operations and State of Company Affairs and various other headings in this Report and the Management Discussion and Analysis Report, which forms part of the Annual Report.

TRANSFER TO RESERVES:

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

CHANGE IN SHARE CAPITAL:

Increase of Authorised Share Capital of the Company:

During the year, the Authorized Share Capital of the Company has been increased to 11,00,00,000/-(Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore and Ten Lakh) Equity Shares of 10/-(Rupees Ten Only) each by passing an Ordinary Resolution at the Annual General Meeting of the shareholders held on 20^th September, 2022.

Bonus Issue:

During the year under the review, the Bonus shares has been approved and issued in the ratio of 1:2 i.e. issue of 1 (one) Bonus Equity share for every 2 (Two) Equity shares held by Equity shareholders as on Record Date pursuant to the approval of Members in their Annual General Meeting held on 20^th September, 2022.

Consequently, the issued, subscribed and paid up capital of the Company at the end of the financial year stood at 6,25,46,490/- (Rupees Six Crore Twenty-five Lakhs Forty-six Thousand Four Hundred and Ninety) divided into 62,54,649 (Sixty Two Lakhs Sixty Fifty four Thousand Six Hundred and Forty Nine) Equity Shares of Face Value of 10/- (Rupee Ten Only) each.

DIVIDEND:

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

CHANGE IN NATURE OF BUSINESS, IF ANY:

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

DETAILS OF SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANY:

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

ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION:

During the year under review, there has been an increase in the Authorised capital of the company which in turn depicts the alteration of the Capital Clause of the Memorandum of the Association of the Company as well. Accordingly, Memorandum has been changed with the approval of Members on the last AGM. Further, there are no instances which required change in Article of Association (‘AOA).

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

None of the Key managerial Personnel were appointed or resigned during the year. Pursuant to the Section 203 of the Companies Act, 2013, Mr. Chandresh S. Saraswat – Managing Director, Mr. Lokeshkumar Edival- Chief Financial Officer and Mrs. Nidhi Bhatt- Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

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

(b) DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received requisite declarations from the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under Section 149 of the Companies Act, 2013 read with rules made thereunder and Regulation 16 of the SEBI Listing Regulations. Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, which mandated the inclusion of an Independent Directors name in the data bank of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five years or life time till they continues to hold the office of an independent director.

(c) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. All Independent Directors are also familiarized with the Guidelines of professional conduct, Role, Function and Duties as an Independent Director under the Companies Act and applicable SEBI Listing Regulations. As a part of familiarisation programme as required under SEBI Regulations, the Independent Directors are apprised during the Board /Committee Meetings on the industry / market trends, Companys operations, governance, internal control process and other relevant matters. The details of the familiarization programme are disclosed on the website of the Company and direct access to the policy is linked herewith https://yugdecor.com/wp-content/uploads/2023/02/Familiarisation-policy-for-independent-directors.pdf

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

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, and financial condition and compliance requirements.

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

MEETINGS OF THE BOARD OF DIRECTORS:

Being the two-tier Corporate Governance Structure at the Company, the Board of Directors, along with its Committees, provides leadership and guidance to the Management, leads, directs and supervises the performance of the Company, thereby enhancing stakeholder value. The Board has fiduciary relationship in ensuring that the rights of all stakeholders are protected. In contrast that involve any potential conflict of interest, the Interested Directors excuse themselves and the ultimate decision making authority is conferred upon the Independent Directors of the Company, representing fair, transparent and ethical business environment of the Company.

The Board met 5 times during the year on 28^th May, 2022, 16^th August, 2022, 4^th October, 2022, 12^th November, 2022 and 11^th February, 2023 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name of Directors	Category	Number of Meetings Attended / Total Meetings held during the year 2023-23	Attendance at the last AGM held on 20th September, 2022
Mr. Chandresh S. Saraswat	Chairman & Managing Director	5/5	Yes
Ms. Ankita Saraswat	Whole time Director	5/5	No
Mr. Santosh Kumar Saraswat	Non-Executive Director	5/5	Yes
Mr. Abhay Rameshchandra Shrivastava	Non-Executive Independent Director	5/5	No
Mr. Rajesh G. Shah	Non-Executive Independent Director	5/5	Yes

MEETING OF MEMBERS:

During the year under review, 19^th Annual General Meeting was held on Tuesday, 20^th September, 2022. No Extra Ordinary General Meeting (EGM) was held during the year. The 18^th AGM for the year 2021-22 was held on Friday, 10^th September, 2021 and 17^th AGM for the year 2020-21 was held on 11^th September, 2020.

COMMITTEES OF THE BOARD:

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

The Board has constituted 3 (three) committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee.

The major terms of reference of the Committee, its composition and number of meetings held during the year are as given below:

1. AUDIT COMMITTEE:

The Audit Committee acts as a link among the Management, Internal Auditors, the Board of Directors and the statutory auditors to oversee the financial reporting process of the Company. Its purpose is to monitor financial reporting processes, review the Companys established system and processes for internal controls, governance and to review the Companys statutory and internal audit activities.

The role of Audit Committee is in accordance with Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and major terms of reference as specified under Section 177 of the Companies Act, 2013.

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

Examination of Financial Statements and Auditors Report thereon;

Recommendation for appointment, re-appointment, remuneration and terms of appointment of auditors of the Company and fixation of audit fee;

Reviewing and monitoring the Statutory Auditors independence and performance and effectiveness 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 3 times on 28^th May, 2022, 16^th August, 2022 and 12^th November, 2022. The Company Secretary acts as Secretary to the Committee. All the recommendations made by the Committee during the year were accepted and implemented by the Board of Directors.

Sr. No. Name of the Director	Status in Committee	Nature of Directorship	Total Meetings Attended/ Total Meetings Held during the F.Y. 2022-23
1. Mr. Rajesh G. Shah	Chairman	Non-Executive Independent Director	3/3
2. Mr. Santosh Kumar Saraswat	Member	Non-Executive Director	3/3
3. Mr.Abhay Shrivastava	Member	Non-Executive Independent Director	3/3

2. NOMINATION & REMUNERATION COMMITTEE:

The role of the Nomination and Remuneration Committee is in accordance with Regulation 19 of the Listing Regulations and Section 178 of the Companies Act, 2013. The Committee has been constituted to carry out such functions/responsibilities entrusted it on by the Board of Directors from time to time.

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

Identification of persons qualified to become directors and be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;

Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

Specifying the manner for effective evaluation of performance of Board, its committees and individual directors;

Recommending to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees and

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

b) Composition and Attendance:

The Nomination & Remuneration Committee met only once during the year under review on 11^th February, 2023. The Company Secretary acts as Secretary to the Committee. All the recommendations made by the Committee during the year were accepted by the Board.

Sr. No. Name of the Director	Status in Committee	Nature of Directorship	Total Meetings Attended/ Total Meetings Held during the F.Y. 2022-23
1. Mr. Rajesh G. Shah	Chairman	Non-Executive Independent Director	1/1
2. Mr. Santosh Kumar Saraswat	Member	Non-Executive Director	1/1
3. Mr.Abhay Shrivastava	Member	Non-Executive Independent Director	1/1

c) Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

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

d) Nomination & Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and independence of Directors. The policy has been uploaded on the website of the Company at http://yugdecor.com/wp-content/ uploads/2020/12/4.pdf.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is primarily responsible to review all matters connected with the Companys transfer of securities and Redressal of shareholders / investors / security holders complaints.

The Committees composition and terms of reference are in compliance with Regulation 20 the Listing Regulations and the provisions of the Companies Act, 2013.

a) The major terms of reference of the Stakeholders Relationship Committee include:

Consideration & Resolution of the grievances of security holders of the Company;

Reviewing of Transfer / Transmission requests / Demat / Remat requests of the security shareholders and issuance of duplicate share certificate, if any.

b) Composition and Attendance:

The Stakeholders Relationship Committee met 4 times during the year under review on 28^th May, 2022, 16^th August, 2022, 4^th October, 2022 and 11^th February, 2023. The Company Secretary acts as Secretary to the Committee.

Sr. No. Name of the Director	Status in Committee	Nature of Directorship	Total Meetings Attended/ Total Meetings Held during the F.Y. 2022-23
1. Mr. Rajesh G. Shah	Chairman	Non-Executive Independent Director	4/4
2. Mr. Santosh Kumar Saraswat	Member	Non-Executive Director	4/4
3. Mr. Abhay Shrivastava	Member	Non-Executive Independent Director	4/4

c) Investor Redressal System:

During the year under review, there was no complaint registered or pending:

Number of complaints filed during the financial year: Nil

Number of complaints disposed of during the financial year: Nil

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

SEBI Investor Redressal System (SCORES):

The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has registered itself on SCORES platform. During the year under review, there was no complaint registered as well as pending at SCORES platform and BSE Platform.

INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on 21^st February, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Director and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. A separate meeting of the Independent Directors (Annual ID Meeting) was convened, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman.

The Independent Directors inter-alia discuss the issues arising out of Committee meetings and Board discussions including the quality, quantity and timely flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman with the Board covering the performance of the Board as a whole, the performance of the Non-Independent Directors and the performance of the Chairman of the Board

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit and loss of the Company for the period ended 31^st March, 2023;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and;

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

PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provide in a separate annexure forming part of this report as Annexure-I.

AUDITORS AND AUDITORS REPORT:

1. STATUTORY AUDITORS & AUDIT REPORT-

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

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, confirming that their appointment continues to be within the limits laid down by the Act, is as per the term provided under the Act, that they are not disqualified for continuing such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to the professional matters of conduct.The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

The Ministry of Corporate Affairs vide Notification dated 7^th May 2018 notified several Sections of the Companies (Amendment) Act, 2017. In view of the said notification, the requirement of ratification of appointment of auditors, under Section 139 of the Act at each AGM is no longer required. Hence, the resolution for this item is not being included in the Notice to the AGM.

The Auditors Report is self-explanatory and do not call for any further comments. There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report.

2. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT-

Pursuant to the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Riddhi Khaneja & Associates, Practicing Company Secretaries, Ahmedabad, (CP No: 17397) to conduct Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2022-23 is appended as Annexure–II to this report in the form of FORM MR-3. This Report does not contain any qualification, reservation, adverse remark or disclaimer.

3. INTERNAL AUDITORS:

The Company has put in place an adequate system of internal control processes and has appointed Mr. Narendrakumar Y. Tiwari, Proprietor of M/s. Narendra Y. Tiwari & Associates (FRN: 154258W), Chartered Accountants, Ahmedabad, as the Internal Auditors of the Company, on the recommendation of Audit Committee, for the Financial Year 2023-24. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

4. MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain/audit the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014.

REPORTING OF FRAUD, IF ANY BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported any instances of fraud committed against the Company to the Audit Committee under Section 143(12) of the Companies Act, 2013.

INTERNAL CONTROL SYSTEM:

The Company continuously evolves in strengthening its internal control processes and has adopted adequate and appropriate policies and procedures including the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures under the Companies Act, 2013. Procedures to ensure conformance with the policies, standards and delegations of authority have been put in place covering all activities. Audit Committee periodically reviews the performance of Internal Audit System. The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required. The Audit Committee periodically reviews the Internal Control Systems and Internal Audit Reports. Further, the Board annually reviews the effectiveness of the Companys internal control system.

SECRETARIAL STANDARDS:

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

ANNUAL PERFORMANCE EVALUATION:

The Company is led by a diverse, experienced and competent Board.The Board carries out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. and the performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of the working of its own performance, the Directors individually as well as evaluation of its Committees.

The Board and Nomination and Remuneration Committee reviewed the performance of Individual Directors, the Board as a whole, Committees of the Board and Chairman and Managing Director after taking into consideration feedback received from Directors. The evaluation was done on various parameters such as vision and strategy, participation, disclosure of interests, good governance, leadership skills, operations, business development, human resource development, corporate communications etc.

The Independent Directors at their separate meeting, review the performance of Non-Independent Directors and the Board as a whole and the Chairman of the Company after taking into account the views of Executive Director and Non-Executive Directors, the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website at www.yugdecor.com.

DEPOSITS:

During the year under review, your Company has neither accepted/invited any deposits pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no deposit is raised in the contravention with respect to the requirements of Chapter V of the Companies Act, 2013.

INSURANCE:

All properties and insurable interests of the company to the extent required have been adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:

In line with the requirements of the Act and the SEBI LODR, the Company has formulated a Policy on Related Party Transactions. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors or Key Managerial Personnel (KMP) which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval as per the applicable regulatory requirements, and approval of the Board, if required.

During the year under review, the transactions entered by the Company, with the related parties are at arms length basis and in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large.

Your Directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Companys website at http://yugdecor.com/ wp-content/uploads/2020/12/8.pdf.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company as on 31^st March, 2023 and date of this Directors report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status and Companys operation in future.

During the last 3 years, there were no strictures or penalties imposed on the Company by either SEBI or the Stock Exchange or any statutory authority for non-compliance of any matter related to the capital markets.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (IC) to consider and resolve the complaints related to sexual harassment. Also, the IC works extensively on creating awareness on relevance of sexual harassment issues.

During the year under review, the Company has not received any complaint pertaining to sexual harassment. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

HUMAN RESOURCES:

Your Company believes that the unflinching commitment of the employees is the driving force behind the Companys vision. It considers its human resources as its biggest asset and believes in people at the heart of its human resource strategy which set the Company apart from Companys peers. It also believes in a culture of inclusion, trust, skill development, empowerment and development for its employees. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and goals of the business. At the end, your Company appreciates the spirit of its dedicated employees.

HEALTH, SAFETY AND ENVIRONMENT:

At Yug Decor, the people are the greatest asset, and their safety, health, and well-being is of utmost importance to us. The Company endeavors to provide a safe, conducive and productive work environment by undertaking various measures at its manufacturing facilities to ensure no injury or accident. Several other measures have been taken by the Company to ensure health and safety of its employees in the light on COVID-19 pandemic. The Companys ethos of environment protection by development of environment friendly processes for effective usage of resources is based on the belief that nature is a precious endowment to humanity.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

DEPOSITORY SYSTEM:

The Company has entered into the agreement with the National Securities Depository Limited and Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form.

CORPORATE GOVERNANCE:

As the Company is listed on the BSE-SME platform, the requirement of furnishing Corporate Governance Report under Regulation 27(2) read with Schedule V of the Listing Obligations & Disclosure Requirements Regulations, 2015 is not applicable to the Company. Whenever this regulation becomes applicable to the Company at a later date, the Company will comply with the requirements of those regulations within six months from the date on which the provisions become applicable to our Company.

CORPORATE SOCIAL RESPONSIBILITY:

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

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 is not applicable to the Company for the Financial Year ending March 31, 2023.

RISK MANAGEMENT:

The Board oversees Companys processes for determining risk tolerance and review managements action and comparison of overall risk tolerance to established levels. The framework is designed to enable risks to be identified, assessed and mitigated appropriately. Major risks are identified by the businesses and functions are systematically addressed through appropriate actions on a continuous basis. The details of the same are set out in Management Discussion and Analysis Report.

CEO/CFO CERTIFICATION:

The Managing Director (MD) and Chief Financial Officer (CFO) of the Company have certified to the Board regarding their review on the Financial Statements, Cash Flow Statement and other matters related to internal controls in the prescribed format for the year ended March 31, 2023 in terms of Regulation 17 (8) of SEBI (LODR). The MD and CFO also give half -yearly certification on financial results while placing the financial results before the board in terms of Regulation 33(2) of SEBI (LODR). The certification is annexed here as a part of Annual Report as Annexure-V.

GOVERNANCE POLICIES:

At Yug, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adhered to various codes and policies like code of conduct to regulate, monitor and report trading by designated persons, familiarisation policy of Independent directors, Nomination and remuneration policy, policy on materiality etc. to carry out operations in ethical manner.

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

GENERAL

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

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

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

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

4. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and 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 taken from Banks and Financial institutions.

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

INSIDER TRADING REGULATIONS:

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has adopted a code of conduct to regulate, monitor and report trading by Designated Persons and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). All Directors, Senior Management Personnel, person forming part of Promoter(s)/ Promoter(s) Group(s) and such other Designated Employees who could have access to the Unpublished Price Sensitive Information of the Company are governed by this Code.

The Codes are available on the website of the Company at https://yugdecor.com/codes-policies-ydl/.

MEANS OF COMMUNICATION:

The Companys website (www.yugdecor.com) contains a dedicated section ‘Investor Relations where various types of information related to the shareholders is available including Annual Report of the Company.

The Annual Report containing, inter alia, Audited Financial Statements, Directors Report, Auditors Report and other important information is circulated to members and others entitled thereto. The Managements Discussion and Analysis (MD&A) Report forms part of the Annual Report.

BSEs Corporate Compliance & Listing Centre (the ‘Listing Centre) is a web based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, statement of investor complaints, among others are also filed electronically on the Listing Centre.

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

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with that, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations cannot be undermined. Pursuant to the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has adopted a Vigil Mechanism Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected incidents of fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees direct access to the Chairman of the Audit Committee. The Vigil Mechanism Policy is disseminated through the Website of the Company at http://yugdecor.com/wp-content/uploads/2020/12/9.pdf.

During the financial year 2022-23, no cases under this mechanism were reported to the Company.

APPRECIATION:

Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels to ensure that the Company continues to grow and excel.

	By Order of the Board of Directors
	YUG DECOR LIMITED
	Chandresh S. Saraswat
Date: 18th August, 2023	Chairman & Managing Director
Place: Ahmedabad	DIN: 01475370