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Directors Report of Rushil Decor Ltd.

Mar 31, 2023

The Directors are pleased to present the 29th Annual Report of Rushil Decor Limited ("the Company") together with the audited financial statements for the year ended 31st March, 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance for the year ended 31st March, 2023 is summarised below:

(Rs. in Lakhs)

Particulars

2022-23

2021-22

Revenue from Operations

83839.51

62416.90

Other Income

137.54

141.24

Profit before Depreciation, Finance Costs and Tax Expense

15076.57

7535.36

Less: Depreciation and Amortisation Expenses

2598.44

2436.81

Profit before Finance Costs and Tax Expense

12478.13

5098.55

Less: Financial Costs

2353.57

2030.84

Profit before Tax Expense

10124.56

3067.71

Less: Tax Expense (Current & Deferred)

2357.43

787.25

Profit after Tax

7767.13

2280.47

Balance of Retained Earnings for earlier years

14907.64

12726.68

Less: Final Dividend Paid

99.53

99.51

Balance carried forward

22575.24

14907.64

COMPANY''S FINANCIAL PERFORMANCE

Net revenue from operations increased to '' 83,839.51 Lakhs as against '' 62,416.90 Lakhs in the previous year showing an accelerated growth of '' 21,422.61 Lakhs which is around 34.32%.

The Profit before Tax for the current year is '' 10,124.56 Lakhs as against '' 3,067.71 Lakhs in the previous year showing a growth of '' 7,056.85 Lakhs which is around 230%.

The Profit after Tax (PAT) for the current year is '' 7,767.13 Lakhs as against the profit of '' 2,280.47 Lakhs in the previous year showing growth of 240.59%. The growth in PAT of current financial year is mainly driven by increase in net revenue from sales of MDF Boards during the year.

The detail about the segment-wise position of business is mentioned in the Management Discussion and Analysis Report.

KEY BUSINESS DEVELOPMENTS EXPANSION OF LAMINATE SHEET

In view of the improving market scenario and growing demand for jumbo size laminates, the Company is settingup a greenfield unit for manufacturing of Laminate Sheet within the vicinity of existing laminate sheet manufacturing plants in Gujarat. This plant is for manufacture of decorative laminates including bigger size (Jumbo size) laminates having aggregate installed capacity of 1.2 Mn sheets per

annum. This upcoming plant may be helpful to cater the foreign market where there is huge demand of bigger size laminates.

CHANGE(S) IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES & COMMITMENT AFFECTINGFINANCIAL POSITIONRIGHTS ISSUE OF EQUITY SHARES

During the FY 2022-23, the Board of Directors of the Company at its meeting held on 06th August, 2022, approved the raising of fund by issuance and allotment of equity shares through rights issue in accordance with the Companies Act, 2013 read with the rules made thereunder and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended up to date.

The Fund Raising Committee of the Board of Directors of the Company, at its meeting held on 16th March, 2023 approved the issue of Right Equity Shares for an amount aggregating up to '' 108 Crs by issue of up to 66,35,421 Equity Shares of face value of '' 10 each for cash at a price of '' 162 per Share (including a premium of '' 152 per Equity Share) on a rights basis to the eligible equity shareholders of the Company in the ratio of 01 (one) Rights Equity Share

for every 03 (three) fully paid up Equity Shares held by the eligible equity shareholders of the Company on the Record date fixed by the Company (i.e. 13th April, 2023).

The documents related to the Rights Issue are posted on the website of the Company at https://rushil.com/investor_ relationship.php#RightsIssue2022 Further, in accordance with (i) the Letter of Offer dated 8th April, 2023, and (ii) the Basis of Allotment finalised in consultation with the Lead Manager, Registrar to the Issue and BSE Limited, (the Designated Stock Exchange for the Rights issue), the Fund Raising Committee of the Board of Directors of the Company has, at its meeting held on 20th May, 2023, considered and approved the allotment of 66,35,421 fully paid up Rights Equity Shares of face value of '' 10 each, at an issue price of '' 162 per Rights Equity Share (including a premium of '' 152 per Rights Equity Share) to the eligible applicants ("Allotment"). The said Rights Equity Shares were clubbed with already listed equity shares of the Company and is listed under the ISIN INE573K01017 on BSE Limited and National Stock Exchange of India Limited ("both the Stock Exchanges") and trading of these Rights Equity Shares was commenced from 30th May, 2023 on both the Stock Exchanges. As per objects laid down in the Letter of Offer, the Company has paid off unsecured loan of Promoters and Promoter Group for an amount of '' 54.90 Crs which ultimately result in reduction of debt of the Company to that extent.

Except above, there are no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the FY 2022-23 to which the financial statements relates and the date of this report.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

DIVIDEND

The Board of Directors of your Company, in its meeting held on 04th May, 2023 has recommended a final dividend of '' 0.50 (Fifty Paisa) (@ 5%) per equity share of the face value of '' 10/- each fully paid up for the financial year ended 31st March, 2023, subject to the approval of the Members at the ensuing 29th Annual General Meeting. The Final dividend is payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record Date fixed by the Company.

The Dividend payable by the Company will be as per the Dividend Distribution Policy of the Company.

INDUSTRY OVERVIEW

Company has two main business segments, i.e. MDF Board and Laminates Sheets. In FY 2022-23, Laminates and allied products have contributed 24.85% to Company''s revenue and MDF Board has contributed 74.12% to Company''s revenue.

CAPITAL STRUCTURE

During the year, the authorised Share Capital of the Company has been increased from '' 30,00,00,000 (Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of '' 10 (Rupees Ten) each to '' 40,00,00,000 (Rupees Forty Crores only) divided into 4,00,00,000 (Four Crores) Equity Shares of '' 10 (Rupees Ten) each vide shareholders resolution dated 27th September, 2022. Further, during the year, the Company has forfeited 2182 partly paid-up Rights Equity Shares on which the shareholders had not paid the outstanding call monies despite several reminders. After forfeiture the final paid up share capital of the Company is '' 19,90,62,610/- (divided into 1,99,06,261 equity shares of '' 10 each)

The details about the paid up share capital is duly described in the financial statements which is a part of this Annual Report.

Except above, the Company has not made any issue or allotment of shares during the year under review.

ISSUE OF SHARES OR OTHER CONVERTIBLE SECURITIES RIGHTS ISSUE OF EQUITY SHARES

During the year under review, the Company has not issued or allotted any equity shares or other convertible securities. However, after the expiry of 31st March, 2023, the Company has issued 66,35,421 Fully paid-up Equity Shares on a rights basis for cash at a price of '' 162 per equity share (including a share premium of '' 152 per equity share) (the "issue price") to its eligible Equity Shareholders in the ratio of one (01) rights equity share for every three (03) fully paid-up equity share(s) held by the existing equity shareholders as on the record date fixed for this purpose. The said rights issue was opened for subscription from 02nd May, 2023 to 12th May, 2023. After the expiry of subscription period the Company applied to the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) for Listing Approval of the said 66,35,421 fully paid-up Rights Equity Shares and the same has been received by the Company from BSE and NSE on 24th May, 2023. Further, the Company has also received the Trading Approval from BSE and NSE

on 29th May, 2023. The said shares were available for trading w.e.f. 30th May, 2023. After allotment, the paid up share capital of the Company is '' 26,54,16,820/-. Accordingly, the Issued Capital and Subscribed Capital of the Company have also been changed. Except above, the Company has not made any issue or allotment of shares during the year under review.

CREDIT RATING

The Company has not issued any debt instruments and does not have any fixed deposit programme or any scheme or proposal involving mobilisation of funds in India or abroad during the financial year ended 31st March, 2023. The Infomerics Valuation and Rating Private Limited wide letter dated 09th September, 2022 have assigned (revision in credit rating) IVR A- (IVR Single A minus with Stable

Outlook) rating to Company''s Long-Term bank facilities and have assigned IVR A2 (IVR A Two plus) rating for Short Term bank facilities. The Outlook is Stable.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)a) Details of unclaimed/unpaid dividend and shares transfer to IEPF

During the year the Company has not transferred any shares to IEPF.

b) Details of the resultant benefits arising out of shares already transferred to the IEPF

During the year, the Company has transferred '' 101 (as dividend) to Investor Education and Protection Fund Authority pertains to the shares already transferred to IEPF Account.

c) Year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto 31.03.2023, which are liable to be transferred to the IEPF, and the due dates for such transfer.

The below table gives information relating to various outstanding dividends and the due dates of transfer to IEPF Authority:

Date of dividend declaration

Unclaimed Dividend (As on 31st March, 2023)

Due date of Transfer to IEPF Authority

Interim Dividend in FY 2015-16, Board Meeting held on 12-03-2016*

51,184.00

15-04-2023

Final Dividend for FY 2015-16, AGM held on 27-09-2016

11,982.50

29-10-2023

Final Dividend for FY 2016-17, AGM held on 23-09-2017

3,638.00

24-10-2024

Final Dividend for FY 2017-18, AGM held on 22-09-2018

58,570.50

22-10-2025

Final Dividend for FY 2018-19, AGM held on 21-09-2019

46,639.00

25-10-2026

Final Dividend for FY 2019-20, AGM held on 18-12-2020

46,083.84

22-01-2028

Final Dividend for FY 2020-21, AGM held on 27-09-2021

2,67,059.54

27-10-2028

Final Dividend for FY 2021-22, AGM held on 27-09-2022

2,66,015.50

27-10-2029

*The above table is showing the position as on 31st March, 2023. However, after 31st March, 2023, the Company has transferred '' 51,184 to IEPF authority within the due date.

As per above table, the Company will transfer the shares on which the dividend has remained unclaimed for a period of seven consecutive years to the IEPF Authority at the due date. Members are therefore requested to ensure that they claim the dividends referred above before it will transferred to the IEPF Account.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website at www.rushil.com. The same can also be accessed from the website of IEPF Authority at www.iepf.gov.in. The shareholders are therefore encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.

d) Details of the Nodal Officer

The details of the Nodal Officer required under Rule 7(2A) as inserted by the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017 is as under:

• Name of the Nodal Officer:

Mr. Hasmukh Kanubhai Modi

• Designation:

Company Secretary

• Postal Address:

Rushil Decor Limited, Rushil House, Near Neelkanth Green Bungalow, Off Sindhu Bhavan Road, Next to GIHED CREDAI, Shilaj, Ahmedabad - 380058

• Email ID:

[email protected]

The aforesaid detail is also available on the website of the Company at https://rushil.com/admin/uploads/ investors_pdf/iepf/Nomination_of_Nodal_officer.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by rotation and subsequent re-appointment:

Mr. Ramanik T. Kansagara (DIN: 08341541), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

Change in Board Composition:

During the year under review following changes were made in the Composition of Board of Directors.

Cessation of Director:

Miss Archee Darshanbhai Thakkar, Independent Director (DIN: 08603730) of the Company has tendered her resignation from the post of Independent Director w.e.f. 27th August, 2022 due to shifting abroad for further studies. Appointment of Director:

Miss Shreyaben Milankumar Shah (DIN: 09726000) appointed as an Additional Independent Director in the Board Meeting held on 08th November, 2022 subject to the approval of the shareholders in the General Meeting. Further, the Shareholders of the Company by passing Special Resolution through the Postal Ballot Notice dated 29th November, 2022 have approved and regularised the appointment of Miss Shreyaben Milankumar Shah as an Independent Director of the Company w.e.f. 05th January, 2023.

Except this, no changes were made in the Composition of the Board of Directors during the year under review.

Key Managerial Personnel (KMP)

During the year under review, there has been no change in the KMP of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted the declarations of Independence, as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (LODR) Regulations, 2015 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 as well as clause (b) of sub-regulation (1) of Regulation 16 of the SEBI (LODR) Regulations, 2015 and that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence and that he/ she is independent to management. All the Independent directors have complied with the code for independent director as prescribed in Schedule IV of the Companies Act, 2013.

All the Independent Directors of the Company have enrolled their names in the database of Independent Directors maintained by Indian Institute of Corporate Affairs (IICA) in terms of the regulatory requirements. Also, the online proficiency self-assessment test as mandated have been undertaken by those Independent Directors of the Company who are not exempted within the prescribed timelines.

The Company had formulated and implemented the code of conduct for the board of directors and senior management personnel which is available on the Company''s website at https://rushil.com/admin/uploads/investors_pdf/codes_ policies/or-management-under-Regulation-17-of-the-SEBI-LODR-Regulation-2015.pdf

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarisation programme are explained in the Corporate Governance Report. The same is also available on the website of the Company at

https://rushil.com/admin/uploads/7/10/Familiarization-

Programmes-for-Independent-Directors_1.pdf

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

During the FY 2022-23, 5 (Five) board meetings were held. The details of the meetings of Board of directors and its Committees convened during the Financial Year 2022-23 are set out in the Corporate Governance Report, which forms part of this Report.

BOARD COMMITTEES

There are various committees constituted as stipulated under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the financial year 2022-23 have been enumerated in Corporate Governance Report, which forms part of this Report. Following mandatory Board Committees were reconstituted on 08th November, 2022 by the Board of Directors.

Sr.

No.

Name of the Committee

1

Audit Committee

2

Nomination and Remuneration Committee

3

Risk Management Committee

AUDIT COMMITTEE RECOMMENDATIONS

During the year, the recommendations of Audit Committee, if any were accepted by the Board of Directors.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee has formulated the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The salient aspects covered in the Remuneration policy have been outlined in the corporate governance report which forms part of this report.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed thereunder and in compliance with the requirements of the SEBI (LODR) Regulations, 2015, the Board has carried out the annual performance evaluation of the Board as a whole, Individual Directors including Independent Directors (IDs), Non-Independent Directors, Chairperson and the Board Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Meetings of the board, functioning of the board, effectiveness of board processes, Board culture, execution and performance of specific duties, obligations and governance.

The exercise was also carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of individual directors was carried out by the entire Board excluding the director being evaluated. The performance evaluation of the Board as well as performance of the every Committee was also carried out by the entire Board. The Board has evaluated the composition of Board, its committees, experience and expertise, performance of specific duties and obligations, governance matters, etc.

Further, the Board of Directors have carried out the evaluation of the IDs, which includes the performance of the IDs and fulfillment of the independence criteria as specified in the Listing Regulations and their independence from the management. The directors who were subject to evaluation did not participate in the proceedings of the meeting. Independent Directors reviewed the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 in respect of Directors/Employees of the Company is set out in “Annexure - [1]” of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

(b) they 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 as at 31st March, 2023 and of the profit and loss of the Company for the financial year ended 31st March, 2023;

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

(d) they have prepared annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. During the year no reportable material weakness in the design or operation were observed.

FRAUDS REPORTED BY THE AUDITOR

The auditor of the Company has not reported any fraud to

the Audit Committee or Board or to the Central Government under Section 143(12) of the Companies Act, 2013.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March, 2023, Your Company has no Subsidiary Company, Associates and Joint Venture.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit which is in violation of Chapter V of the Act.

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, the Company has taken unsecured loans from directors of the Company. Details of unsecured loans taken are given in the Notes to the Financial Statements forming part of Annual Report. Director, who has given unsecured loans to the Company, has furnished to the Company at the time of giving the loan, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, guarantee and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

RELATED PARTY TRANSACTIONS

During the FY 2022-23, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, which were in the ordinary course of business and at arms'' length basis. Further, the transactions were in accordance with the provisions of the Companies Act, 2013, read with rules framed thereunder and the SEBI (LODR) Regulations, 2015. All Related Party Transactions were entered with approval of the Audit Committee and is in compliance with the applicable provisions of the Act and the Listing Regulations. The details of the Related Party Transactions as required under IND AS - 24 are set out in Notes to the financial statements.

The Policy on Related Party Transactions as formulated by the Company is available on the website of the Company at

https://rushil.com/ad-min/uploads/7/10/Rushil-Related-

Party-Transaction-Policy.pdf.

The detailed disclosure of these transactions in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure [2]" to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR initiatives of the Company, during the financial year 2022-23 carried out in areas of Animal Welfare, Promoting Education, Preventive Health Care, Sanitation and safe drinking water, Eradicating Hunger, Poverty and Malnutrition (food supply), Empowering Woman and Economically backward group, Setting up Old age homes and such other facilities for senior citizen, etc. Further, the Company has also spent the CSR expenditure on it ongoing project named CSR Haraniya School Project during the financial year 2022-23. The Company also funded for education and women empowerment through recognised implementing agencies named Karamputra Charitable Trust and Ahmedabad Timber Merchants Association Charitable Trust. These activities are in accordance with Schedule VII of the Companies Act, 2013 and CSR Policy of the Company.

The CSR expenditure incurred by the Company during the FY 2022-23 as well as other details of initiatives undertaken by the Company during the Financial Year 2022-23 in CSR has detailed in this Annual Report. The Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed to this Report as Annexure - [3].

The CSR policy is available on the website of the Company at https://rushil.com/admin/uploads/7/10/Corporate-Social-Responsibility-Policy.pdf

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure - [4]".

RISK MANAGEMENT POLICY

The Company has a robust Risk Management Policy. The Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Company''s planning process.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis.

There are no risks, which in the opinion of the Board threaten the existence of the Company.

VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(9) of the Companies Act, 2013 enabling stakeholders to report any concern of unethical behavior, suspected fraud or violation and Regulation 4(2)(d)(iv) read with Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy enables stakeholders, including individual employees, directors and their representative bodies, to freely communicate their concerns about illegal or unethical practices, instances of unethical behavior, actual or suspected fraud or violation of Company''s code of conduct. The Policy provides adequate safeguards against victimisation of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The protected disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

Your Company hereby affirms that no Director, employee or any other personnel has been denied access to the Chairman of the Audit Committee and that no complaint was received during the year.

The policy is available on the website of the Company at https://rushil.com/admin/uploads/investors_pdf/codes_ policies/Whistle_Blower_Policy.51.pdf and circulated to all the Directors / employees.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

During the year there is no significant/material order(s) passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other related matters are disclosed in the Auditor''s Report and Financial Statements which forms part of this Annual Report.

AUDITORSSTATUTORY AUDITOR

M/s. Pankaj R. Shah & Associates, Chartered Accountants, a firm having Firm Registration No. 107361W, were appointed as Statutory Auditor of the Company at the AGM held on 27th September, 2021 for a term of five consecutive years.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditor''s Report dated 04th May, 2023 is unmodified and does not contain any qualification, reservation or adverse remark.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

SECRETARIAL AUDITOR

During the year, M/s. Shalin Jain & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company has tender their resignation from the position of Secretarial Auditor w.e.f. 06th October, 2022.

Accordingly, the board of directors at its meeting held on 08th November, 2022 has appointed M/s. SPANJ & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company for the financial year 2022-23 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR) Regulations, 2015 as amended. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in the prescribed Form No. MR-3 for the Financial Year 2022-23 is annexed herewith as "Annexure - [5]" to this Report. The Secretarial Auditor has not reported any qualification, reservation or adverse remark or disclaimer in his report.

Your Company has also obtained certificate from the secretarial auditor certifying that none of the directors of our Company has been debarred or disqualified from being continuing as directors of the Company by SEBI, Ministry of Corporate Affairs or such similar statutory authority.

The Company has also filed the Secretarial Compliance Report for the financial year ended 31st March, 2023 to the Stock Exchanges in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of the SEBI (LODR) Regulations, 2015.

COMPLIANCE WITH SECRETARIAL STANDARD The Company has complied with Secretarial Standard 1 and 2 issued by the Institute of Company Secretaries of India (ICSI) on Board Meetings and General Meetings respectively.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed

to implement any Corporate Actions within the specified time limit.

ANNUAL RETURN

The Annual Return in Form MGT-7 is available on the website of Company at https://rushil.com/admin/uploads/4/21/ Form-MGT-7-Annual-Return-2022-23.pdf DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Board of Directors of the Company has adopted a Dividend Distribution Policy (''Policy'') which, is available on the website of the Company at https://rushil.com/admin/uploads/7/14/Dividend-Distribution-Policy-pdf.pdf

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report forms part of this Annual Report.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32 of the SEBI (LODR) Regulations 2015, listed entity shall submit to the stock exchange a Statement of Deviation(s) or Variation(s) on a quarterly basis for public issue, rights issue, preferential issue etc. Statement of deviation(s) or variation(s), quarter wise was placed in the respective audit committee meetings for their review. Further, a statement for the year ended 31st March, 2022, on the utilisation of proceeds of Rights Issue of the Company was placed before the Audit Committee in its meeting held on 24th May, 2022, wherein the Audit Committee noted that there was no deviation as regards to utilisation of funds from the Objects stated in the Letter of Offer for Company''s Rights Issue and post its approval the same was submitted with the Stock Exchanges on 24th May, 2022. Further, after 24th May, 2022, the requirement of filing Statement of deviation(s) or variations(s) is not applicable to the Company as the fund so raised were fully utilised by the Company as per the objects stated on the offer document.

Further, after 31st March, 2023, the Company has raised '' 107.49 Crs through Issue of Fully Paid-up Rights Equity Shares and also the Company has fully utilised the issue

proceeds of '' 107.49 Crs as per the objects stated in the offer document. There is no deviation(s) or variation(s) in the use of proceeds of Rights Issue as the issue proceeds were fully utilised as per the objects stated in the offer document.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the requirement of the SEBI (LODR) Regulations, 2015, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, segment wise and product wise performance, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report. CORPORATE GOVERNANCE REPORT The report on Corporate Governance along with a certificate from the Practicing Company Secretary on its compliance for the Financial Year 2022-23, as per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 forms part of this Annual Report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated 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 for prevention and redressal of complaints of sexual harassment at workplace. The Policy is uploaded on the web portal of the Company under following weblink: https://rushil.com/admin/uploads/7710/Policy-on-Prevention-of-Sexual-harrasement-of-women-at-workplace.pdf

The policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for the matters connected and incidental thereto, with the objective of providing safe working environment, where employees feel secure. An Internal Complaints Committee has been set up to Redress complaints related to sexual harassment. During the Financial year 2022-23, the Company has not received any complaint of sexual harassment at workplace. Further, there was not any complaint pending at the beginning of the year or at the end of the year.

ACKNOWLEDGEMENT

The Board sincerely thanks Company''s customers, vendors, central and state government bodies, auditors, legal advisors, consultants, registrar and bankers for their continued support to the Company during the year under review. The Directors also wish to place on record their appreciation for the dedicated efforts of the employees at all levels. Finally, the Board expresses its gratitude to the members for their continued trust, co-operation and support.


Mar 31, 2018

Board''s Report

To

The Members,

The Directors are pleased to present the 24th Annual Report of Rushil Decor Limited ("the Company") together with the audited financial statements for the year ended on 31st March, 2018.

FINANCIAL RESULTS

(Rs, in Lakhs)

Particulars

2017-18

2016-17

Revenue from Operations

35,097.57

33,210.86

Profits before Interests, Depreciation, Extra-Ordinary Items & Tax

5,919.41

5,106.06

Less: Financial Costs

870.24

1037.10

Profit before Depreciation & Tax

5,049.17

4,068.96

Less: Depreciation & Amortisation Expenses

752.93

689.23

Profit Before Tax

4,296.24

3,379.73

Provision for Tax:

Current Tax

1,051.00

722.32

Deferred Tax

147.17

168.45

Profit After Tax

3,098.07

2,488.96

Add: Balance of Profit Brought Forward from previous year

6,540.26

4,137.97

Profit available for appropriation

9,638.33

6,626.93

Appropriation:

Final Dividend Paid

-

72.00

Tax on Final Dividend

-

14.66

Final Dividend Proposed

73.59

-

Tax on Final Dividend Proposed

14.98

-

Balance Carried over to the Balance Sheet

9,549.76

6,540.27

Basic & Diluted Earnings Per Share

21.30

17.28

COMPANY’S FINANCIAL PERFORMANCE

Net revenue from operations increased to Rs, 34,351.92 Lakhs as against Rs, 30,612.04 Lakhs in the previous year showing a growth of 12.22%.

The Profit before Tax for the current year is Rs, 4,296.24 Lakhs as against Rs, 3,379.73 Lakhs in the previous year showing a growth of 27.12%.

The Profit after Tax (PAT) for the current year is Rs, 3,098.07 Lakhs as against the profit of Rs, 2,488.96 Lakhs in the previous year. The growth in PAT of current financial year is mainly driven by increase in net revenue from sales of MDF Boards and softening of input prices during the year.

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year 2017-18 and the date of this Report.

NEW PROJECTS

In view of the improving market scenario and growing demand for MDF boards, the Company is setting-up a greenfield unit for manufacturing of "Thin & Thick MDF Board

Manufacturing Facility" in Andhra Pradesh with an installed capacity of 800 CBM per day or 2,40,000 CBM per annum. The project may have capability of producing the entire range of thickness of MDF Board from 1 mm to 30 mm. This project is being set up at an approximate outlay of Rs, 341 Cr. The Company has already acquired and taken possession of the land at Atchutapuram, Dist. Vishakhapatnam, Andhra Pradesh for this purpose and development of the same is under process. Commercial production is expected to commence by the year 2020. The Company has engaged with a German contractor for the design and delivery of machinery for the production of "Thin & Thick MDF Board".

Company has started the production of New Project of WPC Board at Chikmagalur, Karnataka. It belongs to the Wood Plastic Composite board. The final Product is generally used as raw material in Furniture Industry. Presently, about 45% of the domestic demand for wood plastic composites is met through imports, which is dominated by China. So, it is huge scope to capture the market.

DIVIDEND

The Directors have recommended a final dividend of Rs, 0.50 (Fifty Paisa only) per equity share (5% on par value of Rs, 10/- per share) for the Financial Year ended 31st March, 2018 subject to approval of the shareholders at the ensuing AGM. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs, 88.57 Lakhs including dividend distribution tax thereon for an amount of Rs, 14.98 Lakhs. In the last year ended 31st March, 2017, total dividend declared and paid was Rs, 0.50 (Fifty Paisa only) per share of Rs, 10/- each. Thus, the total dividend on equity shares for the Financial Year

2016-17 was in aggregate Rs, 86.66 Lakhs including dividend distribution tax thereon of Rs, 14.66 Lakhs.

RESERVES

Company has not proposed any amount to be carried to General Reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by rotation and subsequent re-appointment:

Mr. Ghanshyam A. Thakkar, Whole Time Director, is liable to retire by rotation at the ensuing AGM, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

Re-appointment of Executive Director & Whole Time Director

Subject to the approval of the shareholders at the ensuing AGM, the Board of Directors at their meeting considered and approved the re-appointment of Mr. Kaushik J. Thakkar as the Executive Director of the Company for a period of 5 (five) years commencing from 30th March, 2018.

Appropriate resolution for the reappointment of the aforesaid director is being moved at the ensuing Annual General Meeting, which the board recommends for your approval.

Key Managerial Personnel:

As per the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ghanshyam A. Thakkar, Whole time Director, Mr. Krupesh G. Thakkar, Managing Director, Mr. Keyur M. Gajjar, Chief Executive Officer, Mr. Vipul S. Vora, Chief Financial Officer and Mr. Hasmukh K. Modi, Company Secretary, are the key managerial personnel of the Company. There has been no change in the key managerial personnel during the year.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The details of the meetings of Board of directors and its Committees convened during the Financial Year 2017-18 are set out in the Corporate Governance Report, which forms part of this Report.

DECLARATION OF INDEPENDENCE

All Independent Directors have submitted the declarations of Independence, as required under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and qualify to act as Independent Director of the Company.

EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there under and in compliance with the requirements of SEBI (LODR) Regulations, 2015, the Board has carried out the annual evaluation of the performance of the Board as a whole, Individual Directors including Independent Directors, Non-Independent Directors, Chairperson and the Board Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Meetings of the board, functioning of the board, effectiveness of board processes, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was also carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board

The statement containing the information of the top ten employees in terms of remuneration drawn as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to any Member on a written request to the Company Secretary. In terms of Section 136 of the Act, the Reports and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information of top ten employees which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

SECRETARIAL AUDIT

The Secretarial Audit Report in the prescribed form no. MR- 3 for the Financial Year 2017-18 is annexed herewith as "Annexure [2]"to this Report. The Secretarial Auditor has not reported any qualification, reservation or adverse remark or disclaimer in her report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR initiatives of the Company, during the financial year 2017-18 carried out in areas of promoting education, preventive health care and sanitation, Eradicating hunger, poverty and malnutrition (food supply), plantation activity etc. These activities are in accordance with Schedule VII of the Companies Act, 2013 and CSR Policy of the Company.

The CSR expenditure incurred by the Company during the 2017-18 as well as other details of initiatives undertaken by the Company during the Financial Year in CSR has detailed in this Annual Report. The Annual Report on CSR activities is attached as Annexure [3] to this Report.

The Policy on CSR of the Company Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is available on https://www.rushil.com/CodesPoliciesPdf/Corporate-Social-Responsibility-Policy-of-RDL.pdf.

RELATED PARTY TRANSACTIONS

During the 2017-18, Company has entered into some transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, which were in the ordinary course of business and at arms'' length basis. Further, the transactions were in accordance with the provisions of the Companies Act, 2013, read with rules framed thereunder and the SEBI (LODR) Regulations, 2015.

During the 2017-18, there were no transactions with related parties which can be considered as material transactions as defined under the SEBI (LODR) Regulations, 2015.

All transactions with related parties were entered with approval of the Audit Committee. The Company has obtain omnibus approvals from the Audit Committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arm''s length basis in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the SEBI (LODR) Regulations, 2015.

The details of the related party transactions as required under Ind AS are set out in Notes to the financial statements.

The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure [4]"to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, Board of Directors of the Company, hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

(b) they 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 as at 31st March, 2018 and of the profit and loss of the Company for the financial year ended 31st March, 2018;

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

(d) they have prepared annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2017-18 and the date of this Report. Further, there is no any change in the nature of business of the Company.

PUBLIC DEPOSITS

During the year under review, Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit which is in violation of Chapter V of the Act.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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. The Company has not provided any guarantees during the Financial Year.

STATUTORY AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants were appointed as Statutory Auditors of the Company at the AGM held on 27th September, 2016 for a term of five consecutive years.

As per the provisions of Companies (Amendment) Act, 2017, first proviso to section 139(1) of the Companies Act, 2013 is omitted. So, requirement of ratification of appointment of Auditors by the members at every AGM is dispensed with henceforth.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form No. MGT-9 forms part of the Board''s Report and is annexed herewith as "Annexure [5]".

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

The information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies(Accounts) Rules, 2014, is annexed here with as "Annexure [6].

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance along with a certificate from the Practicing Company Secretary on its compliance for the Financial Year 2017-18, as per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 forms part of this Annual Report and annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per requirements of Listing Regulations, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.

CEO/CFO CERTIFICATION

Pursuant to Regulation 17(8) of SEBI (LODR), Regulations, 2015, the CEO and CFO of the Company have given Certificate to the Board. The CEO and the CFO also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33(2)(a) of SEBI (LODR), Regulations, 2015.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated 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 for prevention and Redressal of complaints of sexual harassment at workplace.

The policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for the matters connected and incidental thereto, with the objective of providing safe working environment, where employees feel secure.

During the Financial year 2017-18, the Company has not received any complaint of sexual harassment at workplace.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE:

There are no Significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and it''s operations in future.

The details of litigation on tax and other related matters are disclosed in the Auditor''s Report and Financial Statements which forms part of this Annual Report.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation to the Company''s customers, vendors, central and state government bodies, auditors, legal advisors, consultants, registrar and bankers for their continued support to the Company during the year under review. The Directors also wish to place on record their appreciation for the dedicated efforts of the employees at all levels. Finally, the Board expresses its gratitude to the members for their continued trust, co-operation and support.

For and on behalf of the Board of Directors,

Mr. Ghanshyambhai A. Thakkar

Date: 11.08.2018 Chairman

Place: Ahmedabad (DIN: 00208843)


Mar 31, 2017

Dear Members,

The Directors find pleasure in presenting the 23rd Annual Report of Rushil Decor Limited (the “Company”) together with the audited financial statements for the year ended March 31, 2017.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March, 2017 is summarized below:

(Rupees in Lakhs)

Particulars

2016-17

2015-16

Net Revenue from Operations

30595.18

29675.61

Profits before Interests, Depreciation, Extra-Ordinary Items & Tax

5057.24

3619.48

Less: Financial Costs

1036.35

1160.69

Profit before Depreciation & Tax

4020.89

2458.79

Less: Depreciation & Amortization Expenses

687.81

648.86

Profit Before Tax

3333.08

1809.93

Provision for Tax:

Current Tax

721.33

395.19

Deferred Tax

158.99

668.03

Short Provision of Earlier Years

-0.58

31.81

Profit After Tax

2453.34

714.90

Add: Balance of Profit Brought Forward from previous year

2463.13

1834.89

Profit available for appropriation

4916.47

2549.79

Appropriation:

Interim Dividend Paid

72.00

Tax on Interim Dividend

-

14.66

Final Dividend Proposed

72.00

-

Tax on Final Dividend Proposed

14.66

-

Balance Carried over to the Balance Sheet

4829.81

2463.13

Basic & Diluted Earnings Per Share

17.04

4.96

COMPANY’S FINANCIAL PERFORMANCE

Net revenue from operations increased to Rs. 30595.18 Lacs as against Rs. 29675.61 Lacs in the previous year showing a growth of 3.10%.

The Profit before Tax for the current year is Rs. 3333.08 lacs as against Rs. 1809.93 lacs in the previous year showing a growth of 84.16%.

The Profit after Tax (PAT) for the current year is Rs 2453.34 lacs as against the profit of Rs. 714.90 lacs in the previous year. The growth in PAT of current financial is mainly driven by increase in net revenue from sales of MDF Boards and softening of input prices during the year.

NEW PROJECTS

The Company has inked a MOU as on 28th January 2017 with the State Government of Andhra Pradesh during the 2nd sunrise Andhra Pradesh Investment Meet & 23rd edition of CII Partnership Summit. As per MOU, Company agreed for establishment of “Thin & Thick MDF Board Manufacturing Facility” in Andhra Pradesh.

Company has also planned to establish New Project of WPC Board. It belongs to the Wood Plastic Composite board. The final Product is generally used as raw material in Furniture Industry. Presently, about 45% of the domestic demand for wood plastic composites is met through imports, which is dominated by China. So, there is huge scope to capture the market.

Company is also planning to make expansion of the laminate sheet business with bigger size of laminate sheets. The location of the same will be at or around the existing plants of laminate sheet in Gujarat.

Further, LAOS Government has made strict rules regarding wood management, wood cutting, wood relocation and wood business in LAO PDR. Still there is no new regulation which allows conducting wood business at LAOS at this moment, so at last Company decided that it will not wait further and has put off the idea to establish the business in the Country LAO PDR.

DIVIDEND

The Directors have recommended a final dividend of Rs. 0.50 (Fifty Paisa only) per equity share (5% on face value of Rs. 10/-) for the Financial Year ended March 31, 2017 subject to approval of the shareholders at the ensuing AGM. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 86.66 Lacs including dividend distribution tax thereon for an amount of Rs. 14.66 Lacs. In the last year ended March 31, 2016, total dividend declared and paid was Rs. 1.00 (Rupees One only) per share of Rs. 10/- each including interim dividend of Rs. 0.50 per share. Thus, the total dividend on equity shares for the Financial Year 2015-16 was aggregate Rs. 173.32 Lacs including dividend distribution tax thereon of Rs. 29.32 Lacs.

RESERVES

Company has not proposed any amount to be carried to General Reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Kaushikbhai J. Thakkar, Executive Director, is liable to retire by rotation at the ensuing AGM, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible has offered himself for re-appointment.

Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company. The Directors recommend his re-appointment for your approval.

The Board of Directors at their meeting held on April 29, 2017, subject to the approval of the shareholders at the ensuing AGM, considered and approved the re-appointment of Shri Krupeshbhai G. Thakkar as the Managing Director of the Company for a period of5 (five) years commencing from September 01, 2017.

Further, the Board of Directors in the said board meeting held on April 29, 2017, subject to the approval of the shareholders at the ensuing AGM, considered and approved the re-appointment of Shri Ghanshyambhai A. Thakkar as the Whole Time Director of the Company for a period of 5 (five) years commencing from September 01,2017.

Appropriate resolutions for the reappointment of the aforesaid directors are being moved at the ensuing Annual General Meeting, which the board recommends for your approval.

As per the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Ghanshyambhai A. Thakkar, Whole time Director,

Mr. Krupesh G. Thakkar, Managing Director, Mr. Keyur M. Gajjar, Chief Executive Officer, Mr. Vipul S. Vora, Chief Financial Officer and Mr. Hasmukh K. Modi, Company Secretary, are the key managerial personnel of the Company. There has been no change in the key managerial personnel during the year.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The details of the meetings of Board of directors and its Committees convened during the Financial Year 2016-17 are set out in the Corporate Governance Report, which forms part of this Report.

DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations as required under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and qualify to act as Independent Director of the Company.

EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there under and in compliance with the requirements of SEBI (LODR) Regulations, 2015, the Board has carried out the annual evaluation of its own performance, performance of the Directors individually as well as the performance of the working of its Committees.

A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was also carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

AUDIT COMMITTEE COMPOSITION

The Audit Committee comprises of Mr. Shankar Prasad Bhagat, Independent Director as Chairman, Mrs. Jingle Thakkar, Independent Director, Mr. Kaushikbhai J. Thakkar, Executive Director and Mr. Rohitbhai B. Thakkar, Independent Director as Members.

All members of the Audit Committee are financially literate and more than one-half of the members have expertise in accounting/financial management.

Further, as per section 177(8) of the Companies Act, 2013 there was no such case in the Financial Year that any recommendation is made by the Audit Committee and the Board has not accepted it.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism/ Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its directors and employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Whistle Blower Policy has been disclosed on the Company’s website and circulated to all the Directors / employees.

RISK MANAGEMENT POLICY

Your Company has a robust Risk Management policy. The Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Company’s planning process.

There are no risks, which in the opinion of the Board threaten the existence of your Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. These controls ensure the accuracy and completeness of the accounting records and preparation of reliable financial statements. During the year, there was not observed any reportable material weakness in the design or operation.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules framed there under and Regulation 19 of the SEBI (LODR) Regulations 2015, the Board of Directors formulated the Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Remuneration Policy, covering the policy on appointment and remuneration of Directors, key managerial personnel, employees and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in “Annexure - [1]” of this report.

The statement containing the information of the top ten employees in terms of remuneration drawn as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to any Member on a written request to the Company Secretary. In terms of Section 136 of the Act, the Reports and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information of top ten employees which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

SECRETARIAL AUDIT

The Secretarial Audit Report in the prescribed Form No. MR - 3 for the Financial Year 2016-17 is annexed herewith as “Annexure - [2]” to this Report. The Secretarial Auditor has not reported any qualification, reservation or adverse remark or disclaimer in his report other than unspent amount of CSR expenses by the Company during the Financial Year 2016-17. Board has explained the reasons in this report about the unspent amount of CSR.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR initiatives of your Company, during the Financial Year 2016-17 has undertaken activities in areas of promoting education, preventive health care and sanitation, Eradicating hunger, poverty and malnutrition (food supply), plantation activity etc. These activities are in accordance with Schedule VII of the Companies Act, 2013 and CSR Policy of the Company.

The CSR expenditure incurred by the Company during the Financial Year 2016-17 as well as other details of initiatives undertaken by the Company during the Financial Year in CSR has detailed in this Annual Report. The Annual Report on CSR activities is attached as Annexure - [3] to this Report.

The Policy on CSR Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is hosted on the website of the Company.

RELATED PARTY TRANSACTIONS

During the Financial Year 2016-17, Company has entered into some transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, which were in the ordinary course of business and at arms’ length basis. Further, the transactions were in accordance with the provisions of the Companies Act, 2013, read with rules framed there under and the SEBI (LODR) Regulations, 2015.

During the Financial Year 2016-17, there were no transactions with related parties which can be considered as material transactions as defined under the SEBI (LODR) Regulations, 2015.

All transactions with related parties were entered with approval of the Audit Committee. The Company has obtain omnibus approvals from the Audit Committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arm’s length basis in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

The details of the related party transactions as required under Accounting Standard -18 are set out in Notes to the financial statements.

The Form AOC- 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure - [4]” to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act,2013, Board of Directors of the Company, hereby state and confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2017, the applicable accounting standards have been followed and there are no material departures from the same;

(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 your Company as at 31st March, 2017 and of the profit and loss of the Company for the Financial Year ended 31st March, 2017;

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

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2016-17 and the date of this Report. However, a preferential allotment of total 1,06,666 equity shares is made to “Suryakant Hiralal Parikh” representing to “Family Fund”, a Partnership Firm out of which allotment of 80,000 equity shares was done on 17.05.2017 and allotment of 26,666 equity shares was done on 29.05.2017 at a price of Rs. 630 per equity share. This was done pursuant to partial conversion of 1,06,666 warrants out of total 3,17,460 convertible warrants issued to the allottee by your company on 04.01.2017.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company has not any deposit which is in violation of Chapter V of the Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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. The Company has not provided any guarantees during the Financial Year.

STATUTORY AUDITORS

M/s. Parikh &Majmudar, Chartered Accountants were appointed as Statutory Auditors of your Company at the AGM held on September 27, 2016 for second term of five consecutive years. As per the provisions of Section 139 of the Companies Act, the appointment of Auditors is required to be ratified by members at every AGM. The ratification of appointment of Statutory Auditors for the 2nd year is being sought from the members of the Company at this AGM.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form No. MGT-9 forms part of the Board’s Report and is annexed herewith as “Annexure - [5]”.

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

The information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed here with as “Annexure - [6]”.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance along with a certificate from the Practicing Company Secretary on its compliance for the Financial Year 2016-17, as per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 forms part of this Annual Report and annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per requirements of Listing Regulations, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.

CEO/CFO CERTIFICATION

Pursuant to Regulation 17(8) of SEBI (LODR), Regulations, 2015, the CEO and CFO of the Company have given Certificate to the Board. The CEO and the CFO also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of SEBI (LODR), Regulations, 2015.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated 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 there under for prevention and redressal of complaints of sexual harassment at workplace.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

However, SEBI passed an order on 12.05.2017 in Respect of an Inquiry initiated against the Company for Nondisclosure of Loan details in DRHP / RHP / Prospectus in the matter of IPO of the company in the year 2011 and SEBI levied a total penalty of Rs. 7,00,000 /- (Rupees Seven Lakhs Only ) as per SEBI order for the said nondisclosure. Consequently, the Company has paid the penalty to SEBI as per their order.

The details of litigation on tax and other relevant matters are disclosed in the Auditors’ Report and Financial Statements which forms part of this Annual Report.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation to the Company’s customers, vendors, central and state government bodies, auditors, legal advisors, consultants, registrar and bankers for their continued support to the Company during the year under review. The Directors also wish to place on record their appreciation for the dedicated efforts of the employees at all levels. Finally, the Board expresses its gratitude to the members for their continued trust, co-operation and support.

For and on behalf of the Board of Directors,

Ghanshyambhai A. Thakkar

Place : Ahmedabad chairman

Date : 12.08.2017 (DIN: 00208843)


Mar 31, 2014

The Members,

Rushil Decor Limited

The Directors are pleased to present the 20th Annual Report on the business and operations of the Company along with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended March 31, 2014 is summarized below:

(Rs. In lacs)

Particulars 2013-14 2012-13

Net Revenue from operations 25567.23 18202.52

Profit before Interest, Depreciation and Tax 2958.46 2491.40

Less: Financial costs 1542.64 1116.66

Profit before Depreciation and Tax 1415.82 1374.74

Less: Depreciation and Amortization Expenses 762.86 512.40

Profit before Tax 652.96 862.34 Provision for Tax:

Current Tax 130.64 185.66

Deferred Tax 211.78 274.08

Short Provision of Earlier Years 8.89 -

Profit after Tax 301.65 402.60

Add: Balance of Profit brought forward from previous year 1616.96 1298.04

Profit available for appropriation 1918.61 1700.64 Appropriation to:

Dividend on Equity Shares (including tax on dividends) 0.00 83.68

Balance Carried over to the Balance Sheet 1918.61 1616.96

Basic and Diluted Earnings Per Share 2.09 2.80



REVIEW OF BUSINESS OPERATION

The Net Revenue from operation of company for the Financial Year 2013-14 is Rs. 25567.23 lacs as against Rs. 18202.52 lacs for the previous Financial Year reflecting a growth of 40.46% in financial year 2013-14. Profit before Interest, Depreciation and Tax in the Financial Year 2013-14 is Rs. 2958.46 lacs compared to Rs. 2491.40 lacs in the previous Financial Year 2012-13 reflecting growth of 18.75% in financial year 2013-14. The detailed operational performance of company has been discussed in detail in the Management Discussion and Analysis Report which is enclosed with this report and forming part of the Directors’ Report.

DIVIDEND

Your directors have not recommended any dividend on equity shares for the Financial Year 2013-14.

PROJECT & EXPANSION

During the Financial Year 2013-14 Company has established new plant for manufacturing Pre Lam Medium Density Fiber Board (MDF Board) at Chikmagalur, Karnataka.

PUBLIC DEPOSITS

During the Financial Year 2013-14, Your Company has not invited any fixed deposit from the public attracting provisions of Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT

The Company is dedicated to maintain the highest standards of Corporate Governance. Your Directors follow to the requirements as provided in clause 49 of the Listing Agreement relating to Corporate Governance.

A detailed report on the Corporate Governance, together with a certificate from a Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance, forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis report for the year under review, Pursuant to Clause 49 of the Listing Agreement is presented in a separate section forming part of this Annual Report.

INSURANCE

Your Company’s properties, including building, plant, machineries and stocks, among others, are adequately insured against risk.

BOARD OF DIRECTORS

Shri Harshadbhai N. Doshi and Shri Kaushikbhai J. Thakkar, both are retiring by rotation at the ensuing Annual General Meeting. Shri Harshadbhai N. Doshi has expressed his unwillingness for reappointment at the ensuing Annual General Meeting. Your Directors place on record their deep appreciation and wish to thank him for his fruitful contribution during his tenure as director on the Board. Shri Kaushikbhai J. Thakkar has expressed his willingness for reappointment and being eligible offered himself for reappointment. The Board recommends re-appointment of Shri Kaushikbhai J. Thakkar.

Shri Ghanshyambhai A. Thakkar, Whole time director has crossed the age of 70 years. To comply with the provisions of Section 196 of the Companies Act, 2013; your company is seeking approval of Shareholders by way of Special Resolution for the continuation of the appointment of Shri Ghanshyambhai A. Thakkar as a whole time director of the Company. The brief Resume and other information are mentioned in the Notice.

As per the provisions of section 149, 152 and Schedule IV of the Companies Act, 2013 and rules made thereunder, your Directors are seeking appointment of Shri Shankar Prasad Bhagat, Shri Rohitbhai B. Thakkar and Miss Jingle P. Thakkar as the Independent Directors of the Company for a term of as mentioned in the notice and they shall not be liable to retire by rotation. The Board recommends their appointment. The brief resume and other information are mentioned in the Notice.

Miss Jingle P. Thakkar has been appointed as an additional director w.e.f. 7th day of August, 2014.

Appropriate resolutions for the appointment / reappointment of the aforesaid directors are being moved at the ensuing Annual General Meeting, which the board recommends for your approval.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, the Directors confirm that;

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departure;

(b) accounting policies have been applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit of the Company for the year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Annual Accounts for the year ended on 31st March, 2014 have been prepared on a going concern basis.

AUDITORS & THEIR REPORT

M/s. Parikh & Majmudar, Chartered Accountants, (Firm Registration No. 107525W ), statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for period of Two years to hold office from the conclusion of this AGM till the conclusion of the AGM of the Company to be held in the year 2016 subject to ratification of their appointment at each Annual General Meeting.

The Company has received Certificate from M/s. Parikh & Majmudar, Chartered Accountants, as required under section 139 of the Companies Act, 2013 to the effect that their appointment, if made, would be within the prescribed limits and that they are not disqualified from being appointed as the Statutory Auditors of the Company.

The observations of Auditors in their report, read with the relevant notes to accounts are self-explanatory therefore do not require further clarification.

COST AUDIT REPORT

The Board has re-appointed M/s. Kiran J Mehta and Co., Cost Accountants, as the Cost Auditors of the Company to audit the cost records of the company for the financial year 2013-14 and the Central Government also approved said appointment.

The Cost Audit report for the financial year 2012-13 was filed within the due date. The due date for submission of the Cost Audit Report for the year 2013-14 is within 180 days from the date of 31st March, 2014.

Pursuant to Section 148 of the companies Act, 2013 read with the Companies (cost records and audit) Rules, 2014 as notified by the Central Government on 30th June, 2014, our company is out of preview/scope of said Rule to carry out Cost Audit for the Financial Year 2014-15. However, if any amendment may come in the existing Companies (cost records and audit) Rules, 2014 by the Central Government at a due course, then company will take necessary steps to comply with such provision.

PARTICULARS OF THE EMPLOYEES

The Company had not paid any remuneration to any employee attracting the provisions of section 217(2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules, 1975. Hence, no information is required to be appended to this report in this regard.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto and forms part of this report.

ACKNOWLEDGMENT

Your Directors place on record their sincere appreciation for the valuable assistance and co-operation received from Customers, Stakeholders, Bankers, Financial Institutions, State and Central Government Regulatory Authorities, Service Providers, Contractors etc. Your Directors also desire to place on record their appreciation for the dedicated services and valuable contribution by the employees of the company at all levels.

For and on behalf of Board of Directors

Place : Ahmedabad Ghanshyambhai A. Thakkar Date:August 7, 2014 Chairman


Mar 31, 2013

To , The Members of Rushil Decor Limited

The Directors are pleased to present the 19th Annual Report on the business and operations of the Company along with the Audited Statement of Accounts for the financial year ended 31st March, 2013:

FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended March 31, 2013 is summarized below:

(Rs.In lacs) Particulars 2012-13 *2011-12

Total Net Revenue from operations 18202.52 15317.77

Profit before Interest, Depreciation and Tax 2491.40 1857.19

Less: Financial costs 1116.66 814.55

Profit before Depreciation and Tax 1374.74 1042.64

Less: Depreciation and Amortization Expenses 512.40 256.43

Profit before Tax 862.34 786.21

Provision for Tax:

Current Tax 185.66 157.56

Deferred Tax 274.08 62.84

Profit after Tax 402.6 565.81

Add: Balance of Profit brought forward from previous year 1298.04 815.91

Profit available for appropriation 1700.64 1381.72

Appropriation to:

Dividend on Equity Shares (including tax on dividends) 83.68 83.68

Balance Carried over to the Balance Sheet 1616.96 1298.04

* Figures of previous year have been regrouped and rearranged, wherever required.

REVIEW OF BUSINESS OPERATION:

During the Financial year 2012-13, your company has started full fledge commercial production of Medium Density Fiber Board "MDF Board" at Dist. Chikmagalur, State Karnataka. The Total Net income from operation of company for the financial year 2012-13 is Rs.18202.52 lacs as against Rs. 15317.77 lacs for the previous financial year reflecting a growth of 18.83% in financial year 2012-13. The detailed operation performance of company has been discussed in detail in the Management Discussion and Analysis Report which is enclosed with this report and forming part of the Directors'' Report.

DIVIDEND:

Your directors recommended Rupees 0.50 (Paisa Fifty Only) per share i.e. 5% final dividend on equity shares, subject to approval by the shareholders at the ensuing Annual General Meeting. The dividend payout on equity shares recommended by the directors of the Company would involve an outflow of Rs. 83.68 lacs (including dividend tax) calculated at the rate of 5% (Rs. 0.50 per equity share) on 1,44,00,000 equity shares of the face value of Rs.10 each.

UTILISATION OF IPO PROCEEDS:

Your company came with IPO in June, 2011, company raised fund of Rs. 4063.50 lacs and the entire funds are utilized in accordance with the Objects of the Issue as mentioned in the Prospectus.

PROJECT & EXPANSION:

Company has started full fledge commercial production of MDF Board (Medium Density Fiber Board) at Chikmagalur, Karnataka from the month of September, 2012. The revenue generated by Company from Medium Density Fiber Board unit during the year 2012-13 is Rs.1408.21 lacs.

PUBLIC DEPOSITS Your Company has not invited any fixed deposit from the public attracting provisions of Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT:

Corporate Governance pursuant to Clause 49 of the Listing Agreement executed with Stock Exchanges, along with Company Secretary''s Certificate on Compliance with the provision of corporate governance forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysis Report Pursuant to Clause 49 of the Listing Agreement with stock exchanges is annexed and forms part of this annual report.

INSURANCE

Your Company''s properties, including building, plant, machineries and stocks, among others, are adequately insured against risk.

BOARD OF DIRECTORS

In term of the provision of the companies Act, 1956, Shri Krupeshbhai Ghanshyambhai Thakkar and Shri Ghanshyambhai Ambalal Thakkar, Directors of your Company, shall retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment.

Shri Kabdi Narendrakumar Jain, an Independent Director in the Company has resigned with effect from 2nd Day of March, 2013. Your Directors place on record their deep appreciation and wish to thank him for his fruitful contribution during his tenure as director on the Board.

Shri Kaushikbhai J. Thakkar & Shri Rohitbhai B. Thakkar have been appointed as additional directors w.e.f. 30th March, 2013.

Appropriate resolutions for the appointment / reappointment of the aforesaid directors are being moved at the ensuing Annual General Meeting, which the board recommends for your approval.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confirm that;

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departure;

(b) They have selected such accounting policies and have applied them consistently and have 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 profit of the Company for the year under review;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis.

AUDITORS & THEIR REPORT

M/s. Parikh & Majmudar, Chartered Accountants, statutory auditor of the company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Company has received certificate from them to give the effect that the re-appointment, if approved by the shareholders, would be within the ceiling prescribed under section 224(1B) of the Companies Act, 1956 & that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

The observations of Auditors in their report, read with the relevant notes to accounts are self-explanatory therefore do not require further clarification.

COST AUDIT REPORT

As per MCA Order No. 52/26/CAB-2010 dated November 6, 2012, all the products of our Company are covered under the compulsory Cost Audit under Sr. No. 53 & 56 of Table-II of a said order. So, Company is required to get its cost records audited by a cost accountant who holds a valid certificate of practice.

The Board has re-appointed, with the approval of the Central Government, M/s. Kiran J Mehta and Co., Cost Accountants, as the Cost Auditors of the Company to audit the cost records of the company for the financial year 2013-14.

Cost Audit report for the financial year 2011-12 was filed by the Cost Auditor before due date prescribed by the Ministry of Corporate Affairs.

PARTICULARS OF THE EMPLOYEES

The Company had not paid any remuneration to any employee attracting the provisions of section 217(2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules, 1975. Hence, no information is required to be appended to this report in this regard.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto and forms part of this report.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the valuable assistance and co-operation received from Customers, Stakeholders, Bankers, Financial Institutions, State and Central Government Regulatory Authorities, Service Providers, Contractors etc. Your Directors also desire to place on record their appreciation for the dedicated services and valuable contribution by the employees of the company at all levels.

For and on behalf of Board of Directors

Place : Ahmedabad Ghanshyambhai A. Thakkar

Date:August 14, 2013 Chairman


Mar 31, 2012

To The Members of Rushil Decor Limited

The Directors have pleasure in presenting Eighteenth Annual Report on the business and operations of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2012:

FINANCIAL HIGHLIGHTS (Rs.in Lacs) 2011-2012 2010-2011 Particulars (in Rs.) (in Rs.)

Gross Turnover Including Excise 15481.70 12236.42

Profit before Interest, Depreciation and Tax 1857.19 1523.66

Less: Financial costs 814.55 622.41

Profit before Depreciation and Tax 1042.64 901.25

Less: Depreciation and Amortization Expenses 256.43 237.98

Profit before Tax 786.21 663.27

Provision for Tax: Current Tax 157.56 148.01

Deferred Tax 62.84 67.74

Profit after Tax 565.81 447.52

Add: Balance of Profit brought forward from previous year 815.91 452.35

Profit available for appropriation 1381.72 899.87

Appropriation to:

Dividend on Equity Shares(including tax on dividends) 83.68 83.96

Balance Carried over to the Balance Sheet 1298.04 815.91

DIVIDEND

Your directors are pleased to recommend 5% dividend on equity shares, subject to approval by the shareholders at the ensuing Annual General Meeting. The dividend payout on equity shares recommended by the directors of the Company will be Rs. 72,00,000/- calculated at the rate of 5% (Rs. 0.50 per share) on 1,44,00,000 equity shares of the face value of Rs. 10 each.

REVIEW OF BUSINESS OPERATION

Gross Turnover in the year 2011-12 is Rs. 15481.70 lac which was Rs. 12236.42 lac in the previous year reflecting a growth of 26.52% in current year. Highlights of performance are discussed in detail in the Management Discussion and Analysis Report which is enclosed with this report and forming part of the Directors' Report.

UTILISATION OF IPO PROCEEDS

The Audit Committee and Board of Directors of the Company have taken on record the statement of utilization of IPO proceeds as on March 31, 2012 and the same is as under:

(Rs. in Lacs)

Sr Amount to be Amount Particulars utilized as per utilized upto No. Prospectus 31.03.2012

1 For New Project 2536.89 2536.89

2 Margin of Working Capital Requirement 336.84 0.00

3 Public Issue Expenses 230.48 216.57

4 General Corporate Purpose 959.29 959.29

Total 4063.50 3712.75

Balance unutilized funds are temporarily held in Company's bank account. The utilization of IPO proceeds till March 31, 2012 has been in accordance with the Objects of the Issue mentioned in the Prospectus dated June 28, 2011.

NEW PROJECT

The project at Chikmagalur, Karnataka is almost complete but awaiting electricity connectivity. Hence, full fledged commercial production shall start thereafter.

QUALITY

Your Company continues its efforts on quality through a very strong process framework implementation. Continuous process improvement by research that meets customer's expectation is a way of life of your Company. The objective is ensuring greater customer satisfaction through improved quality and variety in design, shade etc.

STAFF MOTIVATION

Company believes in fostering talent, motivating indigenous innovation and promoting leadership development. Company is running talent management and leadership development programs from several years and employees are also participating.

Company has organized a four days Shibir at Ahmedabad Management Association, Ahmedabad led by Shri Bhupendrabhai Pandya for developing and cultivating staffs inner strength and motivating them. Company is also inspiring its professionals to participate in the seminar and other programs organized by their particular institutions.

CORPORATE SOCIAL RESPONSIBILITY

1. Health Checkups & Blood Donation camp

Health being an integral and important part for the productivity of the employees, Company had organized Health checkup camp and Blood donation camp in our factory at Chikmagalur premises for staff. The health check up and blood donation camp was successfully carried out by the doctors, sisters, volunteers of Red Cross Society and the representatives of the RDL. The importance of blood donation and health tips were given by guests of honor. Free health check-up service was given to all the employees of Rushil Team at Chikmagalur.

2. Firefighting Demonstration program

"It's better to be safe than to regret for accidents towards the company employees". Company have successfully conducted Fire Awareness program with the collaboration of the department of Fire and emergency services at company premises at Chikmagalur to create the awareness of

Fire and its consequences. Various demonstrations on usage of fire Extinguisher for different types of fire and what are the precautionary measures have to be taken to avoid risk were covered in the same.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance has been included as an attachment to this Report INSURANCE

Your Company's properties, including building, plant, machineries and stocks, among others, are adequately insured against risks.

PUBLIC DEPOSITS

During 2011-12, the Company did not invite any deposits from the public attracting provisions of Section 58A of the Companies Act, 1956.

DIRECTORS

Shri Kabdi Narendrakumar Jain and Shri Shankar Prasad Bhagat, Directors of your Company, retire by rotation and, being eligible, offer themselves for re-appointment.

Appropriate resolutions for the reappointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting, which the Board commends for your approval.

GROUP

The names of the Promoters and entities comprising "group" (and their shareholding) as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 for the purposes of Section 3(1)(e)(i) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 include the following:

Sr. Name of the Shareholders No. of Shares No.

1 Ghanshyambhai Ambalal Thakkar 2004113

2 Krupesh Ghanshyambhai Thakkar and Ghanshyambhai Ambalal Thakkar partners representing Rushil International 1845770

3 Krupesh Ghanshyambhai Thakkar 1533567

4 Krupesh G. Thakkar Karta of Krupesh Ghanshyambhai Thakkar (HUF) 1389693

5 Krupa Krupesh Thakkar 395180

6 Ghanshyambhai A. Thakkar karta of Ghanshyambhai Ambalal Thakkar (HUF) 385382

7 Dinuben Ghanshyambhai Thakkar 237675

8 Sarswatiben Ambalal Thakkar 208524

9 Shri Krupa Decorative Veneer Pvt. Ltd. Nil

10 Shri Krupa Eco Products Pvt. Ltd. Nil

11 Vertex Laminates Pvt. Ltd. Nil

Total 7999904

AUDITORS & AUDITORS' REPORT

M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad, retire at the ensuing Annual General Meeting. The Company has received confirmation from them that their appointment, if approved by the shareholders, would be within the ceiling prescribed under section 224(1B) of the Companies Act, 1956. The members are requested to reappoint auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

AUDIT COMMITTEE

The members of the Audit Committee are Shri Shankar Prasad Bhagat, Chairman, Shri Narendrakumar Jain Kabdi, and Shri Harshadbhai Navnitlal Doshi, all are independent Non Executive Directors of the Company.

COST AUDIT REPORT

The Board of Directors has re-appointed, subject to the approval of the Central Government, M/s. Kiran J Mehta and Co., Cost Accountants, as the Cost Auditors of the Company under section 233B of the Companies Act, 1956 to audit the Cost Accounts of the company for the financial year 2012-13. Following are the details of Cost Auditor:

Particulars of the Cost auditor: M/s. Kiran J Mehta and Co., Cost Accountants, Membership No. 4733, address at 257, 2nd Floor, Ellisbridge Shopping Centre, Opp. M. J. Library, Ahmedabad - 380 006. E- mail: [email protected].

Cost Audit report for the year 2011-12 will be filed in due time prescribed by the Ministry of Corporate Affairs.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that,

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) The Directors have selected such accounting policies and have applied them consistently and have 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 profit of the Company for the year under review;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

PARTICULARS OF THE EMPLOYEES

The Company had not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules, 1975. Hence, no information is required to be appended to this report in this regard.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required, to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto and forms part of this report.

ACKNOWLEDGMENTS

Your Directors are pleased to place on record their sincere appreciation for the valuable assistance and co-operation extended to the company by its Customers, Bankers, Financial Institutions, State and Central Government Authorities, Service Providers, Contractors and the Stakeholders. Your Directors desire to place on record their appreciation of the dedicated services and valuable contribution by the employees of the company at all levels.

For and on behalf of Board of Directors

Place: Ahmedabad Ghanshyambhai A. Thakkar

Date: 26th May 2012 Chairman


Mar 31, 2011

The Members of Rushil Decor Limited

The Directors have pleasure in presenting the Seventeenth Annual Report on the business and operations of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2011:

FINANCIAL HIGHLIGHTS : (Rs. In lacs)

Particulars 2010-11 2009-10

Gross Turnover with excise 12236.42 9910.54

Profit before Interest, Depreciation and Taxation 1454.66 1320.52

Less : Interest & Financial Charges 556.50 470.35

Profit before Depreciation and Taxation 898.16 850.17

Less : Depreciation 234.89 175.65

Profit before Tax 663.27 674.52

Provision for Taxation :

- Current Tax 200.12 289.13

- Short Provision of earlier years 15.63 33.96

Profit after Tax 447.52 351.43

Add : Balance of Profit brought forward from previous year 452.35 438.25

Profit available for appropriation 899.87 789.68

Appropriation to :

- Dividend/Interim Dividend on Equity Shares (including tax on dividends) 83.96 307.33

- Transfer to General Reserve 0 30.00

Balance Carried over to the Balance Sheet 815.91 452.35

DIVIDEND :

The directors are pleased to recommend 5% dividend on equity shares, subject to approval by the shareholders at the ensuing Annual General Meeting. The dividend payout on equity shares recommended by the directors of the Company is Rs. 72,00,000/- calculated at the rate of 5% (Rs. 0.50 per Share) on 1,44,00,000 equity share of the face value of Rs.10 each.

REVIEW OF BUSINESS OPERATION :

Rushil Décor Limited has delivered one of its best ever performances. Sales income for the year 2010-11 was 12236.42 lacs, registering a growth of 23.47% over previous year’s sales of 9910.54 lacs. This growth was attributable to the continued dynamism of the Indian economy resulting in high consumer confidence, favorable demographics.

OUTLOOK :

Keeping in view the performance and future prospects of the Company’s business and the booming economy in India coupled with growth in laminate Industry and increasing absorption across the Real Estate Markets, your Company is poised for sustained growth and the outlook is bright.

NEW PROJECT :

Our project at Chikmagalur, Karnataka is at completion stage whereby machineries are under installation stage which will be completed by next month end. Company is planning to start commercial production before the month of November, 2011.

INITIAL PUBLIC OFFER :

The company has made an Initial Public Offering of 56,43,750 Equity Share of Rs. 10/- Each with a premium of Rs. 62/- per Equity Share aggregating to Rs. 40,63,50,000/- in the Month of June, 2011 vide prospectus dated 28th June, 2011. The issue was fully subscribed. The Shares of the Company to be listed in the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

CHANGES IN CAPITAL STRUCTURE :

Your Company has successfully concluded the Initial Public Offer of 56,43,750 Equity Shares of face value of Rs. 10/- each at a price of Rs.72/- per equity share (including a share premium of Rs. 62/- per equity share). After this public issue, total Issued, subscribed and Paid-up share capital of the Company is increased to Rs.1440.00 Lacs divided into 1,44,00,000 Equity Shares of Rs. 10/- each.

CORPORATE GOVERNANCE :

A detailed report on Corporate Governance has been included as an attachment to this Report.

INSURANCE :

The Company’s plant, property, equipments, stocks and workers are adequately insured against major risks.

DIRECTORS :

Mr. Harshadbhai N. Doshi, Director of your Company, retires by rotation and, being eligible, offers him self for re-appointment.

Appropriate resolution for the reappointment of the aforesaid Director is being moved at the ensuing Annual General Meeting, which the Board commends for your approval.

AUDITORS & AUDITORS’ REPORT :

M/s. D.R. Thakkar & Co., Chartered Accountants, Ahmedabad, who are to retire at the conclusion of ensuing Annual General Meeting have issued a letter confirming that they have not been subjected to Peer Review Audit process conducted by the Institute of Chartered Accountant of India. Accordingly, they are ineligible to be reappointed in the ensuing Annual General Meeting. The directors wish to place on record their appreciation of the professional services rendered by them during their association with the company.

Further, company has received a letter from M/s. Parikh & Majmudar, Chartered Accountants, having their office at: 204-5-6, Harsh Avenue, Opp. Old High Court, Navjeevan Press Road, Income Tax, Ahmedabad-380014, Gujarat; indicating their willingness to be appointed as the statutory auditors of the Company from the conclusion of forthcoming 17th Annual General Meeting until the conclusion of next Annual General Meeting of the Company and confirming that their appointment, if made, will be in Compliance with the requirements of Section 224 (1B) of the Companies Act, 1956 and holding certificate from ICAI for Peer Review.

The observation of the auditors referred to in the Auditors’ Report have been suitably explained in the Notes on Accounts.

AUDIT COMMITTEE :

The members of the Audit Committee are Mr. Shankar Prasad Bhagat, Chairman, Mr. Narendrakumar Jain Kabdi, and Mr. Harshadbhai Navnitlal Doshi, all are independent Non Executive Director of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that,

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;

(b) The Directors have selected such accounting policies and have applied them consistently and have 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 profit of the Company for the year under review;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

PARTICULARS OF THE EMPLOYEES :

The Company had not paid any remuneration attracting the provisions of section 217(2A) of the Compa- nies Act, 1956 read along with the Companies (Particulars of Employees) Rules, 1975. Hence, no information is required to be appended to this report in this regard.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required, to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto and forms part of this report.

ACKNOWLEDGMENTS :

Your Directors are pleased to place on record their sincere appreciation for the valuable assistance and co-operation extended to the company by its Customers, Bankers, Financial Institutions, State and Central Government Authorities, Service Providers, Contractors and the Stake Holders. Your Directors desire to place on record their appreciation of the dedicated services and valuable contribution by the employees of the company at all levels.

For and on behalf of Board of Directors

Place : Ahmedabad Ghanshyambhai A. Thakkar

Date : 04.07.2011 Chairman


Mar 31, 2009

To The Members Rushil Decor Limited

The Directors have pleasure in submitting the FIFTEENTH Annual Report on the business and operations of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2009:

Financial Highlights:

Particulars 2008-09 2007-08

Gross Turnover with excise 9186.29 7966.67

Profit before Interest, Depredation and 1070.52 775.74 Taxation

Less: Interest & Financial Charges 496.30 372.63

Profit before Depreciation and Taxation 574.22 403.11

Less: Depreciation 120.46 117.45

Profit before Tax 453.76 285.66

Provision for Taxation:

Current Tax 176.18 79.36

Short Provision of earlier years -0.71 4.64

Profit after Tax 278.29 201.66

Add: Balance of Profit brought forward 394.85 293.80 from previous year

Profit available for appropriation 673.14 495.46

Appropriation to:

Dividend / Interim Dividend on Equity 204.89 93.08

Shares (including tax on dividends)

Transfer to General Reserve 30.00 0.00

Transfer to Capital Redemption Reserve 0.00 0.50

Gratuity Provision 0.00 7.03

Balance Carried over to the Balance 438.25 394.85 Sheet

Dividend:

Your Company declared an interim dividend of Rs. 11- per share in the month of March, 2009 aggregating to Rs. 87,56,250/- for 87,56,250 equity shares of nominal value of Rs. 10/- each. The Board of Directors is pleased to recommend a final dividend for the year of Rs. 1/- per share on 87,56,250 equity shares of nominal value of Rs. 101- each, aggregating to Rs. 87,56,250/- taking the total dividend payout to Rs. 21- per share of a nominal value of Rs. 10/-each.

Review of Business Operations:

Turnover of your Company grew up by 15.3%. Gross Turnover of the Company for the year under review was Rs. 9186.29 lacs against Rs. 7966.67 lacs of the previous year.

Profit before tax increased by 58.8% from Rs. 285.66 lacs to Rs. 453.76 lacs.

Your Company has strived to maintain its consistent track record of growth during the financial year 2008-09; in spite of the year was an unprecedented year in many ways triggered by a massive global financial meltdown. The first two quarters were good but the last two quarters were struggleful for " laminate industry. The Company's operational and marketing strategy with a well balance of product mix, has largely contributed to the turnover and profitability of the organization. In particular, the innovation in design, finishing, grade etc. has strengthened the leg of the product in the Indian as well as global market.

Sales Promotion:

During the year 2008-09, Company has achieved the turnover of Rs. 9186.29 lacs, which was Rs. 7966.67 lacs in the earlier year 2007-08. This is the best achievement for the Company, because Company has shown this growth in the down trend market in laminate industry. Actually, this growth is attributable to the various sales promotion activities such as organizing tour for dealers and distributors, special gifts and schemes for dealers, distributors, architectures and carpenters etc., advertisement in the industry magazines, organizing dealers and distributors meeting at regular intervals, participation in the business trade fairs etc.

Industrial Relations:

There has been jovial and melodious industrial relations during the year and the management received full co-operation from all the employees.

There was a programme at Maninagar in Ahmedabad where head of various departments participated and came out with creativity and innovative ideas. The employees with family members actively participated in the programme where management with Rushil family was also present which demonstrates homely atmosphere among the employees of the Rushil group.

Corporate Social Responsibility:

The Company has donated to "Charitable Trusts" and to other needful persons which help in terms of education, medical aid as also relief to the weaker sections of the society, particularly destitute.

Insurance:

The properties and insurable assets and interests of your Company like building, plant & machinery, stocks etc. are adequately insured. Company has also taken the workmen compensation insurance to safe the workmen of the company.

Directors:

Mr. Krupesh G. Thakkar, Director of your Company, retires by rotation and, being eligible, offer himself for re-appointment.

Shri Narendrakumar Jain Kabdi was appointed as an additional director of the Company w.e.f. 06.03.2009 on the Board of the Company whose appointment expires at the end of this Annual General Meeting. The Company received notice from the member proposing to appoint Shri Narendrakumar Jain Kabdi as Director of the company.

Appropriate resolutions for the appointment I reappointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting, which the Board commends for your approval.

Auditors and their report:

Observations of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments.

M/S. D.R. Thakkar & Co., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a certificate from the auditors to the effect of their reappointment. The observation of the auditors referred to in the Auditors' Report have been suitably explained in the Notes on Accounts.

Audit Committee:

The members of the Audit Committee are Shri Harshadbhai Doshi, an Independent Non Executive Director, Shri Narendrakumar Jain Kabdi, a Non Executive director and Shri Krupeshbhai G. Thakkar, managing director of the Company. To comply with the requirement of the provisions of section 292A of the Companies Act, 1956, 2/3 members of the Committee are directors other than managing director or whole time directors.

Directors' Responsibility Statement:

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that,

(A) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;

(B) The directors have selected such accounting policies and have applied them consistently and have 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 profit or loss of the Company for the year under review;

(C) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

Particulars of the Employees:

The Company had not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules, 1975. Hence, no information is required to be appended to this report in this regard.

Energy, technology and foreign exchange:

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required, to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto and forms part of this report.

Appreciation and Acknowledgement:

The directors are pleased to place on record their appreciation for the continued support received from the Government, Banks and Financial Institutions, suppliers, customers and other stake holders. The board would also like to express great appreciation for the commitment and contribution of its employees who are the assets of the Company at all levels.

For and on behalf of Board of Directors

Ghanshyambhai A. Thakkar

Chairman

Place: Ahmedabad

Date: 23rd July, 2009

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