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.
The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.
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.
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.
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.
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.
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: |
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.
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.
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 âAnnexure - [1]â of this report.
DIRECTORSâ 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.
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.
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-
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]".
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.
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.
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.
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.
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.
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 |
COMPANYâS 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.
DIRECTORSâ 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 âCompanyâ) 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 |
COMPANYâS 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 âThin & Thick MDF Board Manufacturing Facilityâ 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 Companyâs 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 Companyâs 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 âAnnexure - [1]â 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 âAnnexure - [2]â 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 armsâ 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 armâs 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 âAnnexure - [4]â to this Report.
DIRECTORSâ 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 âSuryakant Hiralal Parikhâ representing to âFamily Fundâ, 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 Boardâs Report and is annexed herewith as âAnnexure - [5]â.
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 âAnnexure - [6]â.
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 Auditorsâ Report and Financial Statements which forms part of this Annual Report.
ACKNOWLEDGEMENT
The Board wishes to place on record its sincere appreciation to the Companyâs 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 DirectorsÂ
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 CompanyÂs 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.
DIRECTORSÂ 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 yearÃs 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 CompanyÃs
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 CompanyÃs 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 & AUDITORSÃ 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 Auditorsà 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.
DIRECTORSÃ 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