Yuvraaj Hygiene Products Ltd Directors Report

To,

The Members,

Yuvraaj Hygiene Products Limited

Your Directors hereby present the 29th (Twenty-Ninth) Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024 ("FY 2023-24").

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 ended31 st March, 2024	For the Year ended31 st March, 2023
Revenue from Operations	1897.27	1938.52
Other Income	78.65	80.63
Total Income	1975.92	2019.15
Total Expenses	1969.48	2147.11
Profit/(Loss) Before Tax	6.44	(127.96)
Less: Tax Expense
- Deferred Tax Expenses	40.57	(10.00)
- Current Tax Expenses	-	-
Profit/(Loss) After Tax	(34.13)	(117.96)
Other Comprehensive Income	0.57	1.02
Total Comprehensive Income/(Loss)	(33.57)	(116.94)
Balance of Profit/(Loss) as per last Balance Sheet	(1,395.69)	(1,277.74)
Balance of Profit/(Loss) carried to Balance Sheet	(1429.83)	(1,395.69)

The Financial Statements of the Company for the Financial Year 2023-24 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:

a) Segment-wise position of its business and its operations:

Your company operates in single segment, where we deal in plethora of Household Cleaning Products.

b) Key Business Developments:

There are no key business developments during the financial year under review.

c) Change in financial year:

During the year under review, no application was made to Regional Director for change in financial Year.

d) Capital Expenditure Programs:

During the Financial Year under review, no capital expenditure programs were conducted.

e) Details of status of mergers, acquisition, expansion, modernization, diversification:

During the Financial Year under review, no application for mergers, acquisition, expansion, modernization, diversification was made.

f) Development, acquisitions and assignment of material IPR:

Your company has registered trademark, however, during the financial year review there were no development, acquisitions and assignment of material Intellectual Property Rights.

g) any other material event having impact on the affairs of the company:

During the financial year under review, the company added the following clause to the object clause of the Memorandum of Association, as approved by the members at the Annual General Meeting held on September 30, 2023.

"To carry on the business as manufacturers, producers, processors, converters, developers, distributors, packers, repackers, suppliers, importers, exporters, buyers, sellers and to act as agent, broker, consultants, jobworker or otherwise to deal in 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."

REVIEW OF OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 1975.92 (Lakhs) as against Rs. 2019.15 (Lakhs) in the previous year. The Profit before tax is Rs. 6.44 (Lakhs) as against Rs. Loss incurred (127.96) (Lakhs) in the previous year.

In addition, Loss after tax for financial year under review is Rs. (34.13) which is considerably reduced in comparison with loss incurred of Rs. (117.96) in previous Financial 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:

During the year under review, to accelerate growth and diversify its business activities, the company decided at the 28th Annual General Meeting held on September 30, 2023 to amend the object clause of Memorandum of Association by inserting the following business activities:

"To carry on the business as manufacturers, producers, processors, converters, developers, distributors, packers, repackers, suppliers, importers, exporters, buyers, sellers and to act as agent, broker, consultants, jobworker or otherwise to deal in 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."

DIVIDEND:

In view of losses, Company intends to prioritize financial stability and recovery over distributing profits to shareholders and plans for improving its financial situation, therefore Board of Directors do not recommend any dividend for the financial year 2023-24 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

The Authorized Share Capital of the Company as on March 31, 2024, is 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.

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

Issued, Subscribed, Paid-up Share Capital

The issued, subscribed and paid-up share capital of the Company as on March 31, 2024, 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 provision to attach extract of the annual return with the Boards Report in Form No. MGT.9 has been omitted vide MCA Circular dated 5th March, 2021 by amending Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return as on March 31, 2024 is available on Companys website https://hic.in/disclosure-under-regulations-46-of-sebi-lodr-regulations/

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report as prescribed under Part B of Schedule V read with Regulation 34 of the SEBI Listing Regulations is provided in a separate section and forms part of this Report enclosed as "Annexure III".

DESIGNATED PERSON FOR THE PURPOSE OF DECLARATION OF BENEFICIAL INTEREST IN THE SHARES OF THE COMPANY:

Pursuant to amendment in the Rule 9(4) of Companies (Management and Administration) Rules, 2014, every Company required to designate a person who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the company.

Accordingly, Mr. Mustafa Badami, Company Secretary and Compliance Officer shall be responsible for furnishing, and extending cooperation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments:

The constitution of the Board of Directors of the Company is in accordance with Section 149 of Companies Act, 2013

The appointment of new Directors is recommended by the Nomination and Remuneration Committee (‘NRC) on the basis of requisite skills, proficiency, experience and competencies as identified and finalised by the Board considering the industry and sector in which the Company operates. The Board, on the recommendation of the NRC, independently evaluates and if found suitable, confirms an appointment to the Board. The appointments are based on the merits of the candidate and due regard is given to diversity including factors like gender, age, cultural, educational & geographical background, ethnicity, etc.

Yurvraajs Board consists of 5 (Five) Directors including 2 (Two) Executive Directors, 1 (One) Non-executive Director and 2 (Two) Independent Directors. In the opinion of the Board, the Independent Directors appointed are persons of high repute, integrity and possesses the relevant expertise and experience in the respective fields.

Post Financial Year under review following changes took place in Board of Directors:

1. Mr. Vishal Chamanlal Gupta (DIN: 09257363) was appointed as an additional non-executive independent director and Chairman of the Company with effect from 01st April, 2024 on recommendation and scrutiny of Nomination and Remuneration Committee at the Board meeting held on 27th March, 2024.

2. Mr. Deepak Lalchand Nichani (Din: 10535710) was appointed as an additional non-executive independent director with effect from 01st April, 2024 on recommendation and scrutiny of Nomination and Remuneration Committee at the Board meeting held on 27th March, 2024.

3. Mr. Rajeev Hemant Kharbanda (DIN: 03140444) completed his second term of appointment as an Independent Director of the Company, therefore resigned from the post of directorship with effect 01st April, 2024. The Board expresses its appreciation to Mr. Rajeev Hemant Kharbanda for his valuable contribution during his tenure as the Director of the Company.

4. Mr. Praful Sopan Hande (DIN: 02229500) completed his second term of appointment as an Independent Director of the Company, therefore resigned from the post of directorship with effect 01st April, 2024. The Board expresses its appreciation to Mr. Praful Sopan Hande for his valuable contribution during his tenure as the Director of the Company.

In addition, Mr. Vishal Chamanlal Gupta (DIN: 09257363) and Mr. Deepak Lalchand Nichani (Din: 10535710) were regularized as Independent directors of the Company on June 27, 2024 through Postal Ballot.

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Company by the SEBI, Ministry of Corporate Affairs or any other statutory authority and same forms part of Corporate Governance Report.

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, Mr. Ankur Kampani (DIN: 06370995), Non-Executive Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting ("AGM"), being eligible, offers himself for re-appointment. Accordingly, based on performance evaluation and the recommendation of Nomination and Remuneration Committee ("NRC"), the Board recommends his re-appointment to the members. Brief profile of Mr. Ankur Kampani forms part of the Notice convening the Annual General Meeting.

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(1) and 6(2) of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

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, 2024:

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 13, 2024 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 Non-Executive 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, 6 (Six) Board Meetings were held i.e. on May 30, 2023, August 14, 2023, September 02, 2023, November 10, 2023, February 13, 2024 and March 27, 2024. 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	6
2 Mr. Vishal Kampani	Managing Director	6
3 Mrs. Benu Kampani	Whole Time Director	6
4 Mr. Ankur Kampani	Non-Executive Director	6
5 Mr. Praful Hande	Independent Director	6

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 13, 2024 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 Financial Year under review, the Committee met 5 (Five) times i.e. on May 30, 2023, August 14, 2023, September 02, 2023, November 10, 2023, and February 13, 2024.

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

The composition of the members of the Audit Committee is stated herewith:

Sr. No. Name of Director	Designation
1. Mr. Vishal Chamanlal Gupta	Chairman
2. Mr. Vishal Sudhir Kampani	Member
3. Mr. Deepak Lalchand Nichani	Member

Post Financial Year under review, as mentioned above, Mr. Vishal Chamanlal Gupta and Mr. Deepak Lalchand Nichani were appointed as Independent Directors of the Company.

Further, Mr. Rajeev Hemant Kharbanda and Mr. Praful Sopan Hande, Independent directors of the Company resigned with effect from 01st April, 2024 due to completion of second term as Independent Director.

The attendance of the members of the Audit Committee Financial Year 2023-2024 is stated herewith:

Sr. No. Name of Directors	Designation	No. of Meetings of Board attended
1. Mr. Rajeev Hemant Kharbanda	Chairman	5
2. Mr. Vishal Sudhir Kampani	Member	5
3. Mr. Praful Sopan Hande	Member	5

Mr. Rajeev Kharbanda, Chairman of the Audit Committee was present at the last AGM of the Company held on September 30, 2023. 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 Financial Year under review, the Committee met 1 (One) time on May 30, 2023.

The composition of the members of the Stakeholders Relationship Committee is stated herewith:

Sr. No. Name of Director	Designation
1. Mr. Vishal Chamanlal Gupta	Chairman
2. Mr. Vishal Sudhir Kampani	Member
3. Mr. Deepak Lalchand Nichani	Member

Post Financial Year under review, as mentioned above, Mr. Vishal Chamanlal Gupta and Mr. Deepak Lalchand Nichani were appointed as Independent Directors of the Company.

Further, Mr. Rajeev Hemant Kharbanda and Mr. Praful Sopan Hande, Independent directors of the Company resigned with effect from 01st April, 2024 due to completion of second term as Independent Director.

The attendance of the members of the Stakeholders Relationship Committee Financial Year 2023-2024 is stated herewith:

Sr. No. Name of Directors	Category	No. of Meetings of Board attended
1. Mr. Rajeev Hemant Kharbanda	Chairman	1
2. Mr. Vishal Sudhir Kampani	Member	1
3. Mr. Praful Sopan Hande	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, 2023. 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 Financial Year under review, the Committee met 2 (two) times i.e. on May 30, 2023 and March 27, 2024. The composition of the members of the Nomination and Remuneration Committee is stated herewith:

Sr. No. Name of Director	Designation
1. Deepak Lalchand Nichani	Chairman
2. Ankur Sudhir Kampani	Member
3. Vishal Chamanlal Gupta	Member

Post Financial Year under review, as mentioned above, Mr. Vishal Chamanlal Gupta and Mr. Deepak Lalchand Nichani were appointed as Independent Directors of the Company.

Further, Mr. Rajeev Hemant Kharbanda and Mr. Praful Sopan Hande, Independent directors of the Company resigned with effect from 01st April, 2024 due to completion of second term as Independent Director.

The attendance of the members of the Nomination and Remuneration Committee for the Financial Year 2023-2024 is stated herewith:

Name of Directors	Designation	No. of meetings Attended
Mr. Praful Hande	Chairman	2
Mr. Rajeev Kharbanda	Member	2
I 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, 2023 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 Board has, pursuant to Section 178(3) of the Act and on the recommendation of Nomination and Compensation - cum - Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration ("Remuneration Policy") which is available on the website of your Company at

https://hic.in/wp-content/uploads/2023/08/09_Appointment-of-Directors-KMPS-and-Senior-Management-Remuneration-and-Evaluation-of-performance-Policy.pdf

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, 2024, 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.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

The statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate "Annexure- II" forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders, excluding the aforesaid Annexure. The said statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.

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.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors (Ids) inducted to the Board are provided orientation on the Companys business operations, products, organization structure as well as the Board constitution and its procedures through various programmes / presentations.

The IDs are also provided with an opportunity to visit the Companys plants. The Company as on date of this report has three (3) Independent Directors on its board. Details of familiarization given to the Independent Directors in the areas of business, strategy, governance, operations, safety, health, environment are available on the website of the Company.

CODE FOR PREVENTION OF INSIDER TRADING

The Board of Directors has formulated a Code of Conduct for Insiders ("Code of Conduct") and the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" ("Code of Fair Disclosure") to regulate, monitor and report trading activities by its designated person and their immediate relatives. The Company also maintains a Policy on Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI). This Policy specifies the procedures to be followed by Designated Persons while dealing in shares of the Company when in possession of UPSI. The Codes outlines their obligations and responsibilities of Designated Persons, maintenance of the structured digital database, pre-clearance procedures, mechanism to prevent insider trading, handling and disclosure of UPSI for legitimate purposes, consequences of violations. The Company has also maintained Structured Digital Database (SDD) to ensure compliance with the statutory requirements. The Company ensures that the Designated Persons are familiarized about the Code of Conduct and trained on maintaining SDD. Further, the Compliance Officer has received requisite disclosure from the Directors and Designated Persons in compliance with the Code from all the designated persons.

The aforementioned Codes can be accessed on the website of the Company at the following web link:

Code of Conduct: https://hic.in/wp-content/uploads/2023/08/03_code-of-conduct-policy.pdf

Code of Fair Disclosure: https://hic.in/wp-content/uploads/2023/08/08_Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-Unpublished-Price-Sensitive-Information-UPSI.pdf

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 Financial Year 2023-24, 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/wp-content/uploads/2023/08/07_Vigil-Mechanism-Whistle-Blower-Policy.pdf

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. The Risk Management Policy is available on the website of the Company at https://hic.in/wp-content/uploads/2023/08/06_risk-management-policy.pdf

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 approved 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 other than those mentioned below .

"The Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility, however the same has not operated throughout the year for "all transactions recorded in the respective software but only from 11th May 2023 to 31st March 2024. Further, from 11th May 2023 to 31st March 2024 where audit trail (edit log) facility was enabled, we did not come across any instance of the audit trail feature being tampered with during the course of our audit."

Management response: audit trail was not enabled at the database level to logged any direct data changes and at the application level for change is made by the privileged users for the period from 11th May 2023 to 31st March 2024. Further, from 11th May 2023 to 31st March 2024 as the table logs were inadvertently disabled for the said intermittent period due to a planned system migration and continuous upgrade and advancement of companys ERP systems the company has ensured that adequate compensatory control such as control access rights, transactions logs, etc. were available during the said period and working effectively.

Further, attention is drawn on the points relating to ‘Material Uncertainty related to Going Concern, ‘Disclosure under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 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 Financial Year 2023-24 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.

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/wp-content/uploads/2023/08/05_Policy-on-Related-Party-Transaction.pdf.

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 enclosed as Annexure IV.

The Company has made full disclosure of transactions with the related parties as set out in Note No. 30 of Financial Statement, forming part of the Annual Report.

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 March 31, 2024
		(In Rs.)	(In Rs.)
Mr. Vishal Kampani	Managing Director	33.57	157.81
Mrs. Benu Kampani	Whole-time Director	-	575.40
Total			733.21

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, 2024	Year ended March 31, 2023
Foreign exchange earning	-	-
Foreign exchange outgo	215.2155	191.7187

STOCK EXCHANGE:

The Equity Shares of the Company are listed on BSE Limited. The Company has paid the Annual listing fees for the financial year 2024-2025 to the said Stock Exchange.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2024, 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 Financial Year 2023-24 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.

GREEN INITIATIVE:

As a responsible Corporate Citizen, the Company embraces the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report and Notices to the Shareholders at their e-mail address registered with the Depository Participant (DPs) and Registrar and Share Transfer Agent.

We would greatly appreciate and encourage more Members to register their email address with their Depository Participant or the RTA/Company, to receive soft copies of the Annual Report and other information disseminated by the Company. Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA/ Company, by sending KYC updation forms duly signed by the shareholder(s) with required details. Please note that all documents relating to Annual General Meeting shall be available on the Companys website.

We invite Shareholders who havent registered their e-mail addresses to join this initiative and support environment sustainability.

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	Vishal Kampani	Benu Kampani
Yuvraaj Hygiene Products Limited	Managing Director	Whole Time Director
Place : Navi Mumbai	DIN: 03335717	DIN: 01265824
Date : : 02nd September, 2024