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Directors Report of Rushil Decor Ltd.

Mar 31, 2014

The Members,

Rushil Decor Limited

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

FINANCIAL HIGHLIGHTS

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

(Rs. In lacs)

Particulars 2013-14 2012-13

Net Revenue from operations 25567.23 18202.52

Profit before Interest, Depreciation and Tax 2958.46 2491.40

Less: Financial costs 1542.64 1116.66

Profit before Depreciation and Tax 1415.82 1374.74

Less: Depreciation and Amortization Expenses 762.86 512.40

Profit before Tax 652.96 862.34 Provision for Tax:

Current Tax 130.64 185.66

Deferred Tax 211.78 274.08

Short Provision of Earlier Years 8.89 -

Profit after Tax 301.65 402.60

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

Profit available for appropriation 1918.61 1700.64 Appropriation to:

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

Balance Carried over to the Balance Sheet 1918.61 1616.96

Basic and Diluted Earnings Per Share 2.09 2.80



REVIEW OF BUSINESS OPERATION

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

DIVIDEND

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

PROJECT & EXPANSION

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

PUBLIC DEPOSITS

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

CORPORATE GOVERNANCE REPORT

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

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

INSURANCE

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

BOARD OF DIRECTORS

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

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

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

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

AUDITORS & THEIR REPORT

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

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

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

COST AUDIT REPORT

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

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

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

PARTICULARS OF THE EMPLOYEES

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

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

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

ACKNOWLEDGMENT

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

For and on behalf of Board of Directors

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


Mar 31, 2013

To , The Members of Rushil Decor Limited

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

FINANCIAL HIGHLIGHTS:

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

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

Total Net Revenue from operations 18202.52 15317.77

Profit before Interest, Depreciation and Tax 2491.40 1857.19

Less: Financial costs 1116.66 814.55

Profit before Depreciation and Tax 1374.74 1042.64

Less: Depreciation and Amortization Expenses 512.40 256.43

Profit before Tax 862.34 786.21

Provision for Tax:

Current Tax 185.66 157.56

Deferred Tax 274.08 62.84

Profit after Tax 402.6 565.81

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

Profit available for appropriation 1700.64 1381.72

Appropriation to:

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

Balance Carried over to the Balance Sheet 1616.96 1298.04

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

REVIEW OF BUSINESS OPERATION:

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

DIVIDEND:

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

UTILISATION OF IPO PROCEEDS:

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

PROJECT & EXPANSION:

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

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

CORPORATE GOVERNANCE REPORT:

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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

INSURANCE

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

BOARD OF DIRECTORS

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

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(b) They have selected such accounting policies and have applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

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

AUDITORS & THEIR REPORT

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

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

COST AUDIT REPORT

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

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

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

PARTICULARS OF THE EMPLOYEES

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

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

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

ACKNOWLEDGMENTS

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

For and on behalf of Board of Directors

Place : Ahmedabad Ghanshyambhai A. Thakkar

Date:August 14, 2013 Chairman


Mar 31, 2012

To The Members of Rushil Decor Limited

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

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

Gross Turnover Including Excise 15481.70 12236.42

Profit before Interest, Depreciation and Tax 1857.19 1523.66

Less: Financial costs 814.55 622.41

Profit before Depreciation and Tax 1042.64 901.25

Less: Depreciation and Amortization Expenses 256.43 237.98

Profit before Tax 786.21 663.27

Provision for Tax: Current Tax 157.56 148.01

Deferred Tax 62.84 67.74

Profit after Tax 565.81 447.52

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

Profit available for appropriation 1381.72 899.87

Appropriation to:

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

Balance Carried over to the Balance Sheet 1298.04 815.91

DIVIDEND

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

REVIEW OF BUSINESS OPERATION

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

UTILISATION OF IPO PROCEEDS

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

(Rs. in Lacs)

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

1 For New Project 2536.89 2536.89

2 Margin of Working Capital Requirement 336.84 0.00

3 Public Issue Expenses 230.48 216.57

4 General Corporate Purpose 959.29 959.29

Total 4063.50 3712.75

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

NEW PROJECT

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

QUALITY

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

STAFF MOTIVATION

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

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

CORPORATE SOCIAL RESPONSIBILITY

1. Health Checkups & Blood Donation camp

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

2. Firefighting Demonstration program

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

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

CORPORATE GOVERNANCE

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

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

PUBLIC DEPOSITS

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

DIRECTORS

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

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

GROUP

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

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

1 Ghanshyambhai Ambalal Thakkar 2004113

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

3 Krupesh Ghanshyambhai Thakkar 1533567

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

5 Krupa Krupesh Thakkar 395180

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

7 Dinuben Ghanshyambhai Thakkar 237675

8 Sarswatiben Ambalal Thakkar 208524

9 Shri Krupa Decorative Veneer Pvt. Ltd. Nil

10 Shri Krupa Eco Products Pvt. Ltd. Nil

11 Vertex Laminates Pvt. Ltd. Nil

Total 7999904

AUDITORS & AUDITORS' REPORT

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

AUDIT COMMITTEE

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

COST AUDIT REPORT

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

Particulars of the Cost auditor: M/s. Kiran J Mehta and Co., Cost Accountants, Membership No. 4733, address at 257, 2nd Floor, Ellisbridge Shopping Centre, Opp. M. J. Library, Ahmedabad - 380 006. E- mail: kjmehta1977@gmail.com.

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b) The Directors have selected such accounting policies and have applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

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

PARTICULARS OF THE EMPLOYEES

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

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

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

ACKNOWLEDGMENTS

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

For and on behalf of Board of Directors

Place: Ahmedabad Ghanshyambhai A. Thakkar

Date: 26th May 2012 Chairman


Mar 31, 2011

The Members of Rushil Decor Limited

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

FINANCIAL HIGHLIGHTS : (Rs. In lacs)

Particulars 2010-11 2009-10

Gross Turnover with excise 12236.42 9910.54

Profit before Interest, Depreciation and Taxation 1454.66 1320.52

Less : Interest & Financial Charges 556.50 470.35

Profit before Depreciation and Taxation 898.16 850.17

Less : Depreciation 234.89 175.65

Profit before Tax 663.27 674.52

Provision for Taxation :

- Current Tax 200.12 289.13

- Short Provision of earlier years 15.63 33.96

Profit after Tax 447.52 351.43

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

Profit available for appropriation 899.87 789.68

Appropriation to :

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

- Transfer to General Reserve 0 30.00

Balance Carried over to the Balance Sheet 815.91 452.35

DIVIDEND :

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

REVIEW OF BUSINESS OPERATION :

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

OUTLOOK :

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

NEW PROJECT :

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

INITIAL PUBLIC OFFER :

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

CHANGES IN CAPITAL STRUCTURE :

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

CORPORATE GOVERNANCE :

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

INSURANCE :

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

DIRECTORS :

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

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

AUDITORS & AUDITORS’ REPORT :

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

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

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

AUDIT COMMITTEE :

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

DIRECTORS’ RESPONSIBILITY STATEMENT :

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

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

(b) The Directors have selected such accounting policies and have applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

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

PARTICULARS OF THE EMPLOYEES :

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

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

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

ACKNOWLEDGMENTS :

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

For and on behalf of Board of Directors

Place : Ahmedabad Ghanshyambhai A. Thakkar

Date : 04.07.2011 Chairman


Mar 31, 2009

To The Members Rushil Decor Limited

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

Financial Highlights:

Particulars 2008-09 2007-08

Gross Turnover with excise 9186.29 7966.67

Profit before Interest, Depredation and 1070.52 775.74 Taxation

Less: Interest & Financial Charges 496.30 372.63

Profit before Depreciation and Taxation 574.22 403.11

Less: Depreciation 120.46 117.45

Profit before Tax 453.76 285.66

Provision for Taxation:

Current Tax 176.18 79.36

Short Provision of earlier years -0.71 4.64

Profit after Tax 278.29 201.66

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

Profit available for appropriation 673.14 495.46

Appropriation to:

Dividend / Interim Dividend on Equity 204.89 93.08

Shares (including tax on dividends)

Transfer to General Reserve 30.00 0.00

Transfer to Capital Redemption Reserve 0.00 0.50

Gratuity Provision 0.00 7.03

Balance Carried over to the Balance 438.25 394.85 Sheet

Dividend:

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

Review of Business Operations:

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

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

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

Sales Promotion:

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

Industrial Relations:

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

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

Corporate Social Responsibility:

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

Insurance:

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

Directors:

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

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

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

Auditors and their report:

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

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

Audit Committee:

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

Directors' Responsibility Statement:

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

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

(B) The directors have selected such accounting policies and have applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit or loss of the Company for the year under review;

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

(D) The directors have prepared the annual accounts on a going concern basis.

Particulars of the Employees:

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

Energy, technology and foreign exchange:

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

Appreciation and Acknowledgement:

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

For and on behalf of Board of Directors

Ghanshyambhai A. Thakkar

Chairman

Place: Ahmedabad

Date: 23rd July, 2009

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