yuvraaj hygiene products ltd share price Directors report


To,

The Members,

Yuvraaj Hygiene Products Limited

Your Directors hereby present the 28th (Twenty Eighth) Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31,2023 ("FY 2022-23").

FINANCIAL HIGHLIGHTS:

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

(Rs. in Lakhs)

Particulars

For the Year ended 31st March, 2023 For the Year ended 31st March, 2022

Revenue from Operations

1938.52 1,836.24

Other Income

80.63 87.23

Total Income

2019.15 1,923.47

Total Expenses

2147.11 2,077.24

Profit/(Loss) Before Tax

(127.96) (153.76)

Less: Tax Expense

- Deferred Tax Expenses

(10.00) (10.99)

- Current Tax Expenses

- -

Profit/(Loss) After Tax

(117.96) (142.77)

Other Comprehensive Income

1.02 0.65

Total Comprehensive Income/(Loss)

(116.94) (142.11)

Balance of Profit/(Loss) as per last Balance Sheet

(1,277.74) (1,134.97)

Balance of Profit/(Loss) carried to Balance Sheet

(1,395.69) (1,277.74)

The Financial Statements of the Company for the FY 2022-23 have been prepared in accordance with the Indian Accounting Standards (IND AS) prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India.

STATE OF THE COMPANY AFFAIRS:

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

REVIEW OF OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 2019.15 Lakhs as against Rs. 1,923.47 Lakhs in the previous year. The Loss before tax was Rs. 127.96 Lakhs as against Rs. 153.76 Lakhs in the previous year. The Loss after tax was Rs. 117.96 Lakhs as against Rs. 142.77 Lakhs in the previous year.

Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future. CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business activities of the Company which impacted the financial position of the Company during the financial year under review.

The Company is planning to enter into business of household appliances, electrical appliances and devices such as electric insect killer, mosquito racket bat, all types of mouse trapes, all kinds and descriptions of pesticides, insecticides, fungicides, sprays, paste, agro chemicals and other allied goods, chemicals, materials & substances, and all components, parts, fittings, tools, implements, accessories and all material and things used in developing pesticides and allied technical grade materials other utensils of all types, including glass products, water bottles , glass bottles, glass jars, flasks, casks and glass containers of every description, and other similar products, their consumables, parts, accessories, components, fittings whether as wholesalers, retailers, agents, sub agents, distributors or otherwise.

DIVIDEND:

In view of losses, the Board of Directors do not recommend any dividend for the financial year 2022-23 under review.

TRANSFER TO RESERVES:

During the financial year under review, the Company has not made any transfer to reserves.

SHARE CAPITAL:

Authorized Share Capital

During the financial year under review, there was no change in the authorized share capital of the Company.

The Authorized Share Capital of the Company stood at Rs. 9,33,00,000/- (Rupees Nine Crores Thirty-Three Lakhs Only) divided into 9,33,00,000 (Nine Crores Thirty-Three Lakhs) Equity Shares of Re. 1/- (Rupee One Only) each.

Issued, Subscribed, Paid-up Share Capital

The issued, subscribed and paid-up share capital of the Company as on March 31,2023, is Rs. 9,06,56,406/- (Rupees Nine Crores Six Lakhs Fifty-Six Thousand Four Hundred and Six Only) divided into 9,06,56,406 (Nine Crores Six Lakhs Fifty-Six Thousand Four Hundred and Six) Equity Shares of Re.1/- (Rupee One Only) each.

PUBLIC DEPOSIT:

During the financial year under review, the Company has not accepted any deposits from public/members within the meaning of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN:

The Annual Return of the Company in Form MGT-7 for the FY 2022-23, as required under Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be made available on the website of the Company at http://hic.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by rotation:

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and in accordance with the Articles of Association of the Company, Mrs. Benu Kampani (DIN: 01265824), Whole-time Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting ("AGM"), being eligible, offers herself for re-appointment. Accordingly, based on performance evaluation and the recommendation of Nomination and Remuneration Committee ("NRC"), the Board recommends her re-appointment to the members. Brief profile of Mrs. Benu Kampani forms part of the Notice convening the Annual General Meeting.

Re-appointment of Managing Director and Whole Time Director:

Mr. Vishal Kampani (DIN: 03335717), Managing Director and Mrs. Benu Kampani (01265824), Whole Time Director of the Company has completed their term on April 10, 2023. The Board in its meeting held on August 12, 2022, and based on recommendation of NRC & members at their Annual General Meeting (AGM) held on September 30, 2022, has re-appointed Mr. Vishal Kampani and Mrs. Benu Kampani under same designation for another term. This re-appointment is effective from April 11,2023 and will be for a period of 3 years upto April 10, 2026.

During the year under review, there has been no change in the composition of the Board of Directors of the Company.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of I ndia (ICSI) was given in the Notice of ensuing AGM.

Declaration from Independent Directors:

The Company has received declaration from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.

Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 2(51) and Section 203 of the Act, the following are KMPs of the Company as on March 31,2023:

Sr. No. Name of the KMP

Designation

1. Mr. Vishal Kampani

Managing Director

2. Mrs. Benu Kampani

Whole Time Director

3. Mr. Ravindrakumar Sharma

Chief Financial Officer

4. Mr. Mustafa Badami

Company Secretary & Compliance Officer

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors to the best of their knowledge and ability confirm that:

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

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

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively; and

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

ANNUAL PERFORMANCE EVALUATION BY THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the applicable provisions of the Act, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Act and the Listing Regulations state that the performance evaluation of the independent directors shall 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 evaluation criteria.

The Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of 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 its performance; and

iv. Providing perspectives and feedback going beyond information provided by the management.

The Independent Directors met on February 14, 2023 without the presence of other Directors or members of Management. In the meeting, the Independent Directors reviewed performance of Non-Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non-Independent Directors and the Chairman.

During the financial year under review, the Nomination & Remuneration Committee reviewed the performance of all the Executive and NonExecutive directors.

MEETINGS OF THE BOARD:

The Board meets at regular interval to discuss and decide on Company/ business policy and strategies apart from other Board Business.

The Notice of the Board Meeting is given well in advance to all the Directors of the Company. The Agenda of the Board/ Committee Meeting is circulated at least 7 (Seven) days prior to the date of the meeting to enable the Directors to take an informed decision.

During the year under review, 5 (Five) Board Meetings were held i.e. on May 27, 2022, August 12, 2022, August 29, 2022, November 14, 2022 and February 14, 2023. The intervening gap between the two consecutive Board meetings did not exceed the period prescribed by the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1) issued by ICSI.

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

Sr. No. Name of Directors

Category No. of Meetings of Board attended

1 Mr. Rajeev Kharbanda

Chairman & Independent Director 5

2 Mr. Vishal Kampani

Managing Director 5

3 Mrs. Benu Kampani

Whole Time Director 5

4 Mr. Ankur Kampani

Non-Executive Director 5

5 Mr. Praful Hande

Independent Director 5

MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV to the Act, a separate meeting of the Independent Directors of the Company was held on February 14, 2023 without the presence of the Non-Independent Directors and members of management, to review the performance of Non- Independent Directors, the Board as whole and the Chairman of the Company and to assess the quality, quantity and timeliness of flow of information between the Company, the management and the Board.

COMMITTEES OF THE BOARD:

As required under the applicable provisions of the Act the Company has constituted following Statutory Committees of the Board viz.:

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 Act:

During the FY 2022-23, the Committee met 5 (Five) times i.e. on May 27, 2022, August 12, 2022, August 29, 2022, November 14, 2022, and February 14, 2023.

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

The composition and attendance of the members of the Audit Committee for the FY 2022-23 is stated herewith:

Name of Directors

Designation No. of meetings Attended

Mr. Rajeev Kharbanda

Chairman 5

Mr. Praful Hande

Member 5

Mr. Vishal Kampani

Member 5

Mr. Rajeev Kharbanda, Chairman of the Audit Committee was present at the last AGM of the Company held on September 30, 2022. Mr. Mustafa Badami, 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 before submission to the Board;

ii. To insure the objectivity, credibility and correctness of the Companys financial reporting and disclosure processes;

iii. Review of policies and framework related to risk management, internal control and governance processes and reviewing performance of statutory and internal auditors, adequacy of the internal control systems, whistle blower mechanism;

iv. Recommendation for appointment, remuneration and terms of appointment of auditors and approval of payment to statutory auditors for any other services rendered by the statutory auditors;

v. Reviewing, with the management, the statement of uses / application of funds raised through an issue and making recommendations to the Board in this matter;

vi. Matter to be included in the Directors Responsibility Statement;

vii. Changes, if any, in the accounting policies;

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

ix. Compliance with listing and other legal requirements concerning financial statements;

x. Interaction with statutory and internal auditors;

xi. Approval of appointment of Chief Financial Officer after assessing the qualification, experience and background of the candidate;

xii. Management Discussion and Analysis of financial condition and results of operations; and.

xiii. Review and approval of related party transactions, inter-corporate loans and investments.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Act.

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

During the FY 2022-23, the Committee met 1 (One) time on May 27, 2022.

The composition and Attendance of the members of the Stakeholders Relationship Committee for the FY 2022-23 is stated herewith:

Name of Directors

Designation No. of meetings Attended

Mr. Rajeev Kharbanda

Chairman 1

Mr. Praful Hande

Member 1

Mr. Vishal Kampani

Member 1

Mr. Rajeev Kharbanda, Chairman of the Stakeholders Relationship Committee was present at the last Annual General Meeting of the Company held on September 30, 2022. Mr. Mustafa Badami, Company Secretary & 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 from shareholders.

• To review and deal with complaints and responses to letters received from Stock Exchange, SEBI and Department of Company Affairs. NOMINATION AND REMUNERATION COMMITTEE:

The Composition of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Act.

During the FY 2022-23, the Committee met 2 (two) times i.e. on May 27, 2022 and August 29, 2022.

The composition and attendance of the members of the Nomination and Remuneration Committee for the FY 2022-23 is as follows:

Name of Directors

Designation No. of meetings Attended

Mr. Praful Hande

Chairman 2

Mr. Rajeev Kharbanda

Member 2

Mr.Ankur Kampani

Member 2

Mr. Praful Hande, Chairman of the Nomination & Remuneration Committee couldnt attend the last Annual General Meeting of the Company held on September 30, 2022 due to pre-occupation.

Mr. Mustafa Badami, the Company Secretary & Compliance Officer of the Company acts as the Secretary to the Committee. REMUNERATION POLICY:

The current policy of the Company is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31,2023, the Board consists of 5 (Five) members, 2 (two) of whom are executive directors, 2 (two) are independent directors and 1 (one) is non-executive director. The Board 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 and Independent Directors to the Board;

• Determine/recommend the criteria for qualifications, positive attributes and independence of Director;

• Identify and assess potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors/Independent Directors on the Board and as Key Managerial Personnel (KMPs); and

• Formulate a policy relating to remuneration for the Directors, Members of the Committee and also the Senior Management Employees.

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

Selection:

• Any person to be appointed as a Director on the Board of Directors of the Company or as KMP or Senior Management Personnel including Independent Directors, shall possess appropriate skills, experience and knowledge in one or more fields of sciences, actuarial sciences, banking, finance, economics, law, management, sales, marketing, administration, research, corporate governance or technical operations.

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

• While appointing any person as Chief Executive Officer, Managing Director or a Whole Time Director of the Company, his / her educational qualification, work experience, industry experience, etc. shall be considered.

Remuneration of Executive Directors:

• At the time of appointment or re-appointment, the Executive Directors shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination and Remuneration Committee and the Board of Directors) and the Managing Director within the overall limits prescribed under the Act.

• The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

• In determining the remuneration, the Nomination and Remuneration Committee shall consider the following:

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

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

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

4. The Companys performance vis-a-vis the annual budget achievement and individual performance.

Remuneration of Non-Executive Directors:

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board 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 Stock Option 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) the Nomination 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 to the working of the Company and its goals;

3. The components of remuneration include salaries, perquisites and retirement benefits; and

4. The remuneration including annual increment and performance incentive as decided based on the criticality of the roles and responsibilities, the Companys performance vis-a-vis the annual budget achievement, industry benchmark and current compensation trends in the market.

Details of sitting fee paid to the 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 concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the FY 2022-23, no employee or director was denied access to the Audit Committee. The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at https://hic.in.

RISK MANAGEMENT:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyze and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

The Board and the Audit Committee periodically reviews the risks associated with the Company and recommend steps to be taken to control and mitigate the same through a properly defined framework.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Companys operations in future.

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

The provisions relating to Corporate Social Responsibility under Section 135 of the Act and Rules made thereunder are not applicable to the Company. Therefore, the Company has neither constituted Corporate Social Responsibility Committee nor developed and implemented any policy on Corporate Social Responsibility initiatives.

STATUTORY AUDITORS AND AUDITORS REPORT:

Pursuant to the provisions of Section 139(2)(b) of the Act read with the Companies (Audit and Auditors) Rules, 2014, an audit firm can be appointed for two terms of five consecutive years each. Accordingly, based on the recommendation of Audit Committee and Board, the members at their 27th AGM held on September 30, 2022 has approved the re-appointment of M/s. N. S. Gokhale & Co., Chartered Accountants, Thane (FRN: 1032870W) as Statutory Auditors of the Company for a another term of 5 (five) years commencing from the conclusion of the 27th AGM until the conclusion of the 32nd AGM.

During the year under review, the Auditor had not reported any fraud under Section 143(12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their Report dated May 30, 2023. However, attention is drawn on the points relating to Material Uncertainty related to Going Concern, Revenue Recognition and Provisions and Contingent Liabilities which are self-explanatory.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, M/s. Vikram Shah and Co., Chartered Accountants, Mumbai (FRN: 131270W) were appointed as the Internal Auditors of the Company in the meeting of the Board of Directors held on August 14, 2019 from Financial Year 2019-20 till the time they express unwillingness to act as such or the Board decides otherwise.

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

Based on the report of internal auditors, the management undertakes corrective action in their respective areas and thereby strengthens the controls.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee in co-ordination with the Board evaluates the Internal Financial Control Systems and strives to maintain the appropriate Standards of Internal Financial Control. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this Annual Report.

SECRETARIAL AUDITORS AND THEIR REPORT:

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

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

The Secretarial Audit Report for the FY 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer other than those mentioned below:

• The Companys website does not contain some of the mandatory disclosures required to be uploaded under regulation 46 of the Listing Regulations.

Managements Response: The website of the Company was exposed to Malware and due to subsequent change in the vendors for maintaining the website which led to the further delay in complying with the regulation 46 of the Listing Regulations. Since the website is restored we are in the process of complying with the said regulation.

• the Company has installed Structured Digital Database (SDD) software as required under PIT Regulations, however during the period under review there were technical issues with respect to the SDD server, due to that necessary UPSI entries could not be created and others remain inaccessible

Managements Response: During the year under review there were technical issues with respect to the server, the designated persons were verbally informed that the information shared with them is in the nature of UPSI and necessary entries could not be made prior to forwarding the UPSI data. However, the company has since then taken the necessary measures to ensure the compliance with the PIT Regulations.

MAINTAINENCE OF COST RECORDS:

Pursuant to the provisions of Section 148(1) of the Act, maintenance of cost records or Cost Audit was not applicable to the Company during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of Loans, Guarantees and Investments made by the Company under the provisions of Section 186 of the Act are given in the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the applicable provisions of Act all transactions with related parties that were entered into during the Financial Year were on an arms length basis and were in the ordinary course of business. There are no materially significant transactions with related parties made by the Company with Promoters, Directors, KMPs which may have a potential conflict with the interest of the Company at large. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://hic.in. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company except Mr. Vishal Kampani (Managing Director) and Mrs. Benu Kampani

(Whole Time Director) who have granted loans to the Company during the year under review. Further, the disclosure of transactions with related parties as required under Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

PARTICULARS OF LOANS ACCEPTED FROM DIRECTORS OR RELATIVES OF DIRECTORS:

During the year under review, the Company has accepted loans from its Directors as stated herewith:

(Rs. in Lakhs)

Name of Directors / Relatives

Designation Amount received during the year Balance Outstanding as on 31st March, 2023

Mr. Vishal Kampani

Managing Director Rs. 98.83 Rs. 124.25

Mrs. Benu Kampani

Whole-time Director Rs. 3.02 Rs. 579.78

Total

Rs. 704.03

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of ratio of remuneration of each director to the median employees remuneration are appended to this report as "Annexure II - Part A".

Further, the information as required under the provisions of Section 197 of the Act read with Rule 5(2) and of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this report as "Annexure II - Part B."

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

PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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, Foreign Exchange 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 not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative 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 take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the 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 as follow:

(Rs. in Lakhs)

Particulars

Year ended March 31, 2023 Year ended March 31,2022

Foreign exchange earning

NIL NIL

Foreign exchange outgo

197.71 200.81

STOCKEXCHANGE:

The Equity Shares of the Company are listed on BSE Limited. The Company has paid the Annual listing fees for the financial year 2023-2024 to the said Stock Exchange.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31,2023, the Company does not have any Subsidiary, Joint Venture or Associate company. Hence, preparation of consolidated financial statements and statement containing salient features of the Subsidiary/ Associate or Joint Ventures companies in Form AOC-1 as per the provisions of Section 129 of the Act is not applicable to the Company.

During the year under review, no Company ceased to be the subsidiary, joint venture or associate of the Company.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitment, affecting the financial positions of the Company occurred between the end of the FY 2022-23 to which this financial statement relates and the date of this report.

REPORT ON CORPORATE GOVERNANCE:

As per the provisions of Regulation 15(2) of Listing Regulations the provisions related to Corporate Governance as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net-worth not exceeding Rupees Twenty-Five Crores, as on the last day of the previous financial year.

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

Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions 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 Management Discussion and Analysis is a part of the Annual Report as "Annexure III".

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the ICSI and the Company complies with all the applicable provisions of the same during the year under review.

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

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There was no complaint received by the Committee on sexual harassment during the Financial Year under review.

DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

During the year under review, no application was made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUIONS ALONG WITH THE REASONS TEHREOF:

During the year under review, no such one-time settlement was done in respect of any loan taken by the Company from Banks / Financial Institutions.

ACKNOWLEDGEMENT:

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

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

By order of the Board of Directors of Yuvraaj Hygiene Products Limited

Vishal Kampani Benu Kampani

Place : Navi Mumbai

Managing Director Whole Time Director

Date : : 02nd September, 2023

DIN: 03335717 DIN:01265824