Yug Decor Ltd Directors Report.

To,

The Members,

Your Directors are pleased to present their 14th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial year ended on 31st March 2017.

FINANCIAL SUMMARY :-

The brief Financial Results are as under.

(In Rs)

PARTICULARS 2016 -2017 2015 -2016
Revenue from operations(Gross) 19,38,05,219 19,37,84,444
Revenue from operations(Net) 17,50,43,054 17,67,51,084
Other Income 3,77,659 35,067
Total Income 17,54,20,713 17,67,86,151
Total Expenditure (16,53,13,611) (16,86,09,614)
Less: Depreciation (16,50,384) (12,15,084)
84,56,718 69,61,454
Profit and Loss after Depreciation before interest and tax
Less: Finance Cost (39,04,323) (56,96,960)
Profit and Loss after Interest before tax 45,52,395 12,64,494
Less: Current Tax (16,03,931) (7,29,690)
Less: Deferred Tax 1,85,495 2,35,395
Profit and Loss for the period 31,33,959 7,70,199

FINANCIAL HIGHLIGHTS AND OPERATION :-

The Key highlights pertaining to the business of the Company for the year 2016-17 and period subsequent there to have been given hereunder:

The total gross revenue from operations of the Company during the Financial year 2016-17 was Rs 19,38,05,219/- against the total revenue of Rs 19,37,84,444/- in the previous financial year 2015-16.

The total expenses of the Company during the financial year 2016-17 was Rs 16,53,13,611/- against the expenses of

Rs 16,86,09,614/- in the previous financial year 2015-16.

The Profit after tax is Rs 31,33,959/- for the financial year 2016-17 as compare to Rs 7,70,199/- in the previous financial year 2015-16.

The Directors trust that the shareholders will find the performance of the Company for financial year 2016-17 to be satisfactory. The Earning per Share (EPS) of the Company for financial year 2016-17 is 1.21 as Compared to previous financial year 2015-16 is 0.37.

Your Directors have taken appropriate remedial action to mitigate the adverse circumstances for better performance and results during the current year.

Your Company has taken effective steps to improve its production and sales during the year under review.

DIVIDEND :-

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

RESERVES :-

During the current financial year (2016-17) our Companys net profit was Rs 31,33 959/- as against the profit of Rs 7,70,199 in P.Y. 2015-16, Your Directors have transferred whole amount of Profit Rs 31,33 959/- to Reserve for strengthen the financial position of the Company in nearest future.

CAPITAL STRUCTURE :-

The Authorized Share Capital of the Company is Rs 4,25,00,000/- (Rupees Four Crore Twenty Five lacs only) divided into 42,50,000 (Forty Two Lacs Fifty Thousand) equity shares of Rs. 10 each.

The Paid up share capital of the Company at the end of financial year was Rs 3,06,17,660/- (Rupees Three Crore Six lacs Seventeen Thousand Six Hundred Sixty only) divided into 30,61,766 (Thirty lacs Sixty-One Thousand Seven Hundred Sixty Six) equity shares of Rs. 10 each.

Further that the Company has issued 11,08,000 equity shares through Initial Public Offer (IPO) for the listing of its securities at BSE-SME Platform and that post offer the issued and paid up capital of the Company is Rs 4,16,97,660/-.

CONVERSION OF THE COMPANY :-

During the year under review, the Company was converted in to Public Limited Company from Private Limited Company in pursuant to provisions of Section 14 of the Companies Act, 2013. Hence the Change of name of the Company from "Yug Decor Private Limited" to "Yug Decor Limited" by deletion of the word "Private" from the name of the Company.

LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE- SME PLATFORM :-

The Management is pleased to inform the members that to inform you that your equity shares have listed on Bombay Stock Exchange - SME Platform (BSE-SME) and our shareholders will be able to successfully trade on BSE-SME platform.

ADOPTION OF NEW SETS OF ARTICLE OF ASSOCIATION :-

The Company has adopted new sets of Articles of Association (AOA) of the Company pursuant to section 14 of the Companies Act, 2013, with the consent of members of the Company on 7th February, 2017 by way of a Special Resolution. Accordingly, this matter has been placed before the Members approval.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :-

DIRECTOR RETIRED BY ROTATION

Mr. Santosh Kumar Saraswat (DIN: 00236008), Director of the Company retires from office by rotation in accordance with the requirement of the Companies Act, 2013 and being eligible, offers himself for reappointment.

RESIGNATION OF DIRECTOR

Resignation of Mrs. Abha Santosh Kumar Saraswat, in the Board meeting held on 31st January, 2017, from the Directorship of the Company.

APPOINTMENT OF DIRECTOR

Appointment of Mr. Abhay Rameshchandra Shrivastava in the Extra Ordinary General meeting held on 7th February, 2017 as a Non- Executive & Independent Director of the Company.

Appointment of Mr. Jitesh Tiwari in the Extra Ordinary General meeting held on 7th February, 2017 as a Non- Executive & Independent Director of the Company.

CHANGES IN KEY MANAGERIAL PERSONNEL

The Company has appointed Mr. Lokeshkumar Laxminarayana Edival (Membership No.140615) as a Chief Financial Officer of the Company in the meeting of Board of Directors held on 7th January, 2017.

The Company has appointed Mr. Dashang Manharlal Khatri (Membership No. A47946) as a Company Secretary and Compliance Officer of Company in the meeting of Board of Directors held on 7th January, 2017.

PARTICULARS OF EMPLOYEES :-

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2016-17.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as

Annexure I.

MEETINGS OF THE BOARD OF DIRECTORS :-

The Board of Directors of the Company met 12 times during the year on 23/05/2016, 02/06/2016, 18/07/2016, 26/07/2016, 05/08/2016, 12/09/2016, 14/09/2016, 05/10/2016, 07/12/2016, 07/01/2017, 31/01/2017 and 03/03/2017 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 Meetings held during the tenure of the Directors Meetings Attended Attendance at the last AGM held on 30th September, 2016 No. of committee membership in which he/she is a member and Chairperson
Santosh Kumar Saraswat Promoter/ Managing Director 12 12 Yes Member in three Committee
Chandresh S. Saraswat Promoter/ Managing Director 12 12 Yes None
Ankita Chandresh Saraswat Whole-time Director 12 12 Yes None
Abha Santosh kumar Saraswat Director 11 11 Yes None
Abhay Rameshchandra Shrivastava Director 1 1 No Chairman in three Committee. Member in three Committee
Jitesh Tiwari Director 1 No Member in three Committee

MEETING OF MEMBERS :-

The Members of the Company met 2 times during the year on 04/08/2016 and 07/02/2017 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.

COMMITTEES OF THE BOARD :-

Currently the Board has three committees i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee. All Committees constitute valid composition of Independent Directors as mentioned in relevant provisions of Companies Act, 2013.

Name of the Committee Composition of the Committee Highlights of duties, responsibilities and activities
Audit Committee (This disclosure is 1. Mr. Abhay Shrivastava- Chairman All recommendations made by the Audit Committee were accepted by the Board.
as per Section 177(8) of the 2. Mr. Jitesh Tiwari- Member
Companies Act, 2013) 3. Mr. Santosh Kumar Saraswat- Member In accordance with the requirements of the Companies Act, 2013, the Company has formulated the policies including the Vigil Mechanism Policy.
Nomination and Remuneration 1. Mr. Abhay Shrivastava- Chairman The Committee overseas and administers executive compensation, operating under a written charter adopted by our Board of Directors.
Committee 2. Mr. Jitesh Tiwari- Member
3. Mr. Santosh Kumar Saraswat- Member
Stakeholders Relationship 1. Mr. Abhay Shrivastava- Chairman The Committee reviews and ensures to redress investor grievances.
Committee 2. Mr. Jitesh Tiwari- Member
3. Mr. Santosh Kumar Saraswat- Member The Committee noted that all the grievances of the shareholders during the year have been resolved.

BOARD EVALUATION :-

Pursuant to the provisions of the Companies Act, 2013 and as per the provisions of SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship Committees and takes care of recommendation made by independent directors.

DECLARATION BY INDEPENDENT DIRECTORS :-

A declaration by both Independent Directors that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is received by the Company and kept in the records.

NOMINATION AND 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.

AUDITORS :-

1. STATUTORY AUDITOR

M/s. P. D. GOINKA & Co. (Firm Registration No 103260W),Chartered Accountants, Ahmedabad have been appointed as Statutory Auditors of the Company for a period of 5 years at the last annual general meeting held on 30th September, 2014 subject to ratification of their appointment by the members at every Annual General Meeting. As required under Regulation 33(d) of SEBI(LODR) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report and hence no explanation or comments of the Board is required in this matter.

2. SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under, Mr. Mukesh Pamnani, Practicing Company Secretary, Ahmedabad have been appointed as a Secretarial Auditor of the Company in the meeting of Board of Director held on 28th August, 2017.

REPORTING ON SUSTAINABILITY :-

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

VIGIL MECHANISM :-

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established and Chairman of Audit Committee is responsible for issue pertaining to same.

EXTRACT OF ANNUAL RETURN :-

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT- 9 as a part of this Annual Report as Annexure II.

INTERNAL CONTROL SYSTEMS :-

The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

Timely and accurate financial reporting in accordance with applicable accounting standards. Optimum utilization, efficient monitoring, timely maintenance and safety of its assets. Compliance with applicable laws, regulations and management policies.

DEPOSITS :-

The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companies Act, 2013 during the period.

PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 :-

The Company has not given any loans or guarantees during the year under review within the purview of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to investments in the financial statements.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES :-

The Company has not entered into any material contract or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

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

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redresser) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

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

Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, and technology absorption are furnished hereunder in Annexure III.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS :-

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

DIRECTORS RESPONSIBILITY STATEMENT :-

Pursuant to the requirements of Section 134(3)(c) and (5) of the Companies Act, 2013, it is hereby confirmed:

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

that 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 or loss of the Company for the period ended 31.03.2017.

that 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; that the Directors had prepared the annual accounts on a going concern basis.

that 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.

that 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS :-

In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis is set out in this Annual Report as Annexure IV.