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Yuvraaj Hygiene Products Ltd.

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

Dear Members, The Directors present the Twentieth Annual Report and Financial Statements of the Company for the year ended 31st March, 2015. 1. FINANCIAL HIGHLIGHTS: (Rs. in Lacs) Particulars Year Ended Year Ended 31.03.2015 31.03.2014 Total Revenue 1286.73 1640.62 Less: Total Expenses 1355.55 1610.81 Profit / (Loss) before tax (68.82) 29.81 Less : Provision for Taxation - Income Tax (3.70) 6.30 - Deferred Tax(Asset)/ Liability (9.68) 0.89 Profit / (Loss) After tax (55.44) 22.62 Balance of Profit/(Loss) as per last Balance Sheet (134.72) (157.34) Balance of Profit/(Loss) carried to Balance Sheet (190.17) (134.72) 2. REVIEW OF OPERATIONS: During the year under review, the Company earned total revenue of Rs. 1286.73 as against Rs. 1640.62 Lacs in the previous year. The Loss before tax was Rs. (68.82) as against Profit of Rs. 29.81 Lacs in the previous year. The Loss after tax was Rs. (55.44) as against profit of Rs. 22.62 Lacs in the previous year. Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future. 3. DIVIDEND: In view of the accumulated losses, the Board of Directors do not recommend payment of dividend for the year under review. 4. DIRECTORS AND KEY MANAGERIAL PERSONNEL: In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Benu Kampani, Whole-Time Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. Your Board recommends the re-appointment of Mrs. Benu Kampani as Whole Time Director of the Company. Brief resume of the Director proposed to be re-appointed as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange is given in the Notice convening 20th Annual General Meeting. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchange. In accordance with the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ravindra Kumar Sharma was appointed as a Chief Financial Officer of the Company w.e.f. 31st March, 2015. 5. PUBLIC DEPOSIT: During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. 6. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure I 7. MEETINGS OF THE BOARD: During the year under review, 8 (Eight) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 8. ANNUAL PERFORMANCE AND BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 Companies Act, 2013 states 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 & 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 of Board Meetings and Board Committee Meetings; ii. Quality of contribution to Board deliberations; iii. Strategic perspectives or inputs regarding future growth of Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management. v. Ability to contribute to and monitor our corporate governance practices 9. DIRECTORS'' RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors 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. 10. COMMITTEES OF THE BOARD: There are currently three Committees of the Board, as follows: 1. Audit Committee 2. Stakeholders'' Relationship Committee 3. Nomination and Remuneration Committee Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report. 11. COMPOSITION OF AUDIT COMMITTEE AND OTHER DISCLOSURES: The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The composition of the Audit Committee is given in Report on Corporate Governance as required under Clause 49 of the Listing Agreement, which is annexed to this report. The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company''s internal control and financial reporting process. 12. VIGIL MECHANISM / WHISTLE BLOWER POLICY: In accordance with Section 177 of the Companies Act, 2013, 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. The details of the Vigil mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee. 13. REMUNERATION POLICY: The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2015, the Board consists of 6 members, two of whom are executive or whole-time directors, 3 are independent directors and 1 is non- executive director. The Board periodically evaluates the need for change in its composition and size. The details of Remuneration Policy is stated in the Report on Corporate Governance. 14. RISKS AND AREAS OF CONCERN: The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse 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. 15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements provided in this Annual Report. 16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel 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 Company''s website at www.hic.in None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable. 17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S 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 company''s operations in future. 18. STATUTORY AUDITORS: M/s. P. P. Jayaraman & Co., Chartered Accountants, Mumbai (FRN:104139W), were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 27th September, 2014 for a term of 3 consecutive years to hold office from the conclusion of 19th AGM upto the Conclusion of 22nd AGM. As per provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. Your Directors recommend the ratification of appointment of M/s. P P. Jayaraman & Co. as Statutory Auditors of the Company and to fix their remuneration for the financial year ending 31st March, 2016. 19. AUDITORS'' REMARKS: With reference to the Qualified Audit Opinion given by the Statutory Auditors'' in their report, a. In respect to Point 4a. in the Auditors Report regarding Amortisation of Goodwill, the Management of the Company is of the opinion that Goodwill has a life of 25 years and accordingly the Company has written off goodwill for 3 years and 3 months. b. In respect to Point 4b. in the Auditors Report regarding debit or credit balances, the Management is of the opinion this amounts are realizable and payable at the amount stated in the Company''s amounts. 20. COST AUDITORS: Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has appointed M/s. S. Poddar & Co., Cost Accountants, Mumbai as Cost Auditors of the Company to conduct audit of cost records for the financial year 2014-15, at a remuneration of Rs. 60,000/-. The Company had obtained the members'' approval for payment of above remuneration to the Cost Auditor. However as per the provisions of Companies (Cost Records and Audit) Rules, 2014 notified on 30th June, 2014 as amended, the Company is not required to appoint Cost Auditors for the financial year 2014-15 onwards. 21. INTERNAL AUDITOR: The Company has appointed Mr. Kintali T. Nageswar Rao, Chartered Accountants, Navi Mumbai as its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee. Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthen the controls. 22. SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 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 II. With respect to observations made by Secretarial Auditor regarding non-appointment of Company Secretary (CS), the Company is in process of appointing CS. 23. PARTICULARS OF THE EMPLOYEES AND REMUNERATION: Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel Rules, 2014, details of the ratio of remuneration of each Director to the median employee''s remuneration are appended to this report as Annexure III. During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 24. PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is stated below: CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Pursuant to Section 134(3)(m) of the Companies Act, 2013 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 follows: (Rs. in Lacs) Particulars Year ended Year ended 31st March, 2015 31st March, 2014 Foreign exchange earning Nil Nil Foreign exchange Outgo 240.08 208.44 25. STOCK EXCHANGE: The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2015-16 to the said Stock Exchange. 26. REPORT ON CORPORATE GOVERNANCE : Pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the BSE Limited, the following have been made a part of the Annual Report: * Management Discussion and Analysis * Report on Corporate Governance * Certificate regarding compliance of conditions of Corporate Governance 27. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at workplace and 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. There was no complaint on sexual harassment during the year under review. 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. By order of the Board of Directors For Yuvraaj Hygiene Products Limited Place: Navi Mumbai Vishal Kampani Benu Kampani Date: 14th August, 2015 Managing Director Whole Time Director

Director’s Report