You are here » Home » Companies » Company Overview » Rushil Decor Ltd

Rushil Decor Ltd.

BSE: 533470 Sector: Others
NSE: RUSHIL ISIN Code: INE573K01017
BSE LIVE 19:40 | 19 Oct 961.00 20.50
(2.18%)
OPEN

958.00

HIGH

968.80

LOW

942.00

NSE 19:31 | 19 Oct 964.85 24.50
(2.61%)
OPEN

950.00

HIGH

968.30

LOW

950.00

OPEN 958.00
PREVIOUS CLOSE 940.50
VOLUME 7920
52-Week high 1145.85
52-Week low 521.10
P/E 52.74
Mkt Cap.(Rs cr) 1,394
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 958.00
CLOSE 940.50
VOLUME 7920
52-Week high 1145.85
52-Week low 521.10
P/E 52.74
Mkt Cap.(Rs cr) 1,394
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rushil Decor Ltd. (RUSHIL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 22nd Annual Report of Rushil DecorLimited (the "Company") together with the audited financial statements for theyear ended March 31 2016.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March 2016 issummarized below:

(Rs. in Lakhs)
Particulars 2015-16 2014-15
Net Revenue from Operations 29675.61 27565.59
Profits before Interests Depreciation Extra-Ordinary Items & Tax 3619.48 3069.43
Less: Financial Costs 1160.69 1434.56
Profit before Depreciation Extra-Ordinary Items & Tax 2458.79 1634.87
Less: Depreciation & Amortization Expenses 648.86 692.32
Profit Before Extra-Ordinary Items & Tax 1809.93 942.55
Less: Extra-Ordinary Items -- 601.91
Profit Before Tax 1809.93 340.64
Provision for Tax:
Current Tax 395.19 68.49
Deferred Tax 668.03 333.43
Short Provision of Earlier Years 31.81 3.26
Profit After Tax 714.90 -64.54
Add: Balance of Profit Brought Forward from previous year 1834.90 1918.61
Less: Adjustment on account of change in useful life of assets -- -19.17
Profit available for appropriation 2549.80 1834.90
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 2376.48 1834.90
Basic & Diluted Earnings Per Share 4.96 -0.45

OPERATIONS AND THE STATE OF AFFAIRS OF THE COMPANY

Net revenue from operations increased to Rs. 29675.61 lacs as against Rs. 27565.59 lacsin the previous year showing a growth of 7.65%.

The Profit Before Extra - Ordinary Items &Tax for the current year is Rs. 1809.93lacs as against Rs. 942.55 lacs in the previous year showing a growth of 92.02%.

The Profit after Tax (PAT) for the current year of Rs 714.90 lacs asagainst the loss ofRs. -64.54 lacs in the previous year. The PAT of previous financial year was affectedmainly due to the loss in sale of fixed assets of its Navalgadh Unit. The growth in PAT ofcurrent financial is mainly driven by increase in net revenue from sales of MDF Boards andsoftening of input prices during the year.

NEW PROJECTS

Considering the increased demand for Medium Density Fibre Board the Company isplanning to establish a new project at South India to manufacture "Thin MediumDensity Fibre Board" product subject to the approval of the Regulatory authorities.Company is also planning to make expansion of Laminated Sheets production. Furtherlooking to easy availability of raw material at cheaper rate the Company has planned toestablish a subsidiary Company in the country "LAO PDR". The objects of theproposed Company will be a business of Plywood Veneer and any other wood based products.

DIVIDEND

Considering the improved profits in the financial year 2015-16 your directors declaredand paid an interim dividend of Rs. 0.50 (Fifty Paisa only) per equity share (5% on parvalue of Rs. 10/-per share) in the month of March 2016.

In addition your Directors also recommend final dividend of Rs. 0.50 (Fifty Paisaonly) per equity share (5% on par value of Rs. 10/-per share) for the financial year2015-16 subject to approval of the shareholders at the ensuing AGM. The final dividend onequity shares if approved by the members would involve a cash outflow of Rs. 86.66 lacsincluding dividend tax. Thus the total dividend on equity shares including dividend taxfor the FY 2015-16 would aggregate to Rs. 173.32 lacs.

RESERVES

Company has not proposed any amount to be carried to any reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act 2013 and other applicable provisions ShriShankar Prasad Bhagat Shri Rohitbhai B. Thakkar and Mrs.Jingle P. Thakkar appointed asIndependent Directors of the Company by shareholders at Annual General Meeting and theyshall not be liable to retire by rotation.

Shri Rohitbhai B. Thakkar director of the Company was appointed in 20th Annual GeneralMeeting as an independent director for a period of two years. His first term of two yearswill complete in the ensuing Annual General Meeting. It is recommended to reappoint him asan Independent director of the Company not liable to retire by rotation to hold office fora period of Five consecutive years commencing from the date of ensuing Annual GeneralMeeting i.e. from the date of 27th September 2016 to the date of 26th September 2021 orthe date of 27th Annual General Meeting whichever is earlier. It is proposed to themembers for reappointment of Shri Rohitbhai B. Thakkar as independent director of theCompany in the ensuing Annual General Meeting.

Pursuant to the provisions of Section 152 of the Companies Act 2013ShriKaushikbhai J.Thakkar Director is liable to retire by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment.

As per the provisions of Sections 2(51) and 203 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 ShriGhanshyambhai A. Thakkar Wholetime Director Shri Krupesh G. Thakkar Managing DirectorMr. Keyur M. Gajjar Chief Executive Officer Mr. Vipul S. Vora Chief Financial Officerand Mr. Hasmukh K. Modi Company Secretary are the key managerial personnel of theCompany. There has been no change in the key managerial personnel during the year.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details about the number of Board and Audit Committee meetings of your Company areset 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) ofthe Companies Act 2013that they meet the criteria of independence as provided in Section149(6) of the Companies Act 2013and qualify to act as Independent Director of theCompany.

EVALUATION OF THE PERFORMANCE OF THE BOARD COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act 2013 read with Rules framed thereunderand in compliance with the requirements of SEBI (LODR) Regulations 2015 the Board hascarried out the annual evaluation of its own performance performance of the Directorsindividually as well as the performance of the working of its Committees. A structuredquestionnaire was prepared after taking into consideration the inputs received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.

A separate exercise was also carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgement safeguarding the interestof the Company and its minority shareholders etc. The performance evaluation of theIndependent Directors was carried out by the entire Board excluding the director beingevaluated. The performance evaluation of the Chairman and the Non Independent Directorswas carried out by the Independent Directors who also reviewed the performance of the KeyManagerial Personnel. The Directors expressed their satisfaction with the evaluationprocess.

The performance evaluation is carried out of Shri Rohitbhai B. Thakkar an independentdirector who is proposed for the reappointment for second term of five years.

AUDIT COMMITTEE COMPOSITION

The Audit Committee comprises of Shri Shankar Prasad Bhagat Independent Director asChairman Mrs. Jingle P. Thakkar Independent Director Shri Rohitbhai B. ThakkarIndependent Director and Shri Kaushikbhai J. Thakkar Executive Director as Members.

Further as per section 177(8) of the Companies Act 2013 there was not any case duringthe period under review that any recommendation is made by the Audit Committee and theBoard has not accepted it.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism/ Whistle Blower Policy which is incompliance with the provisions of Section 177(9) &(10) of the Companies Act 2013 andthe SEBI (LODR) Regulations 2015. The policy provides for a framework and process wherebyconcerns can be raised by its directors and employees against any kind of discriminationharassment victimization or any other unfair practice being adopted against them. ThePolicy provides adequate safeguards against victimization of Director(s)/ employee(s) anddirect access to the Chairman of the Audit Committee in exceptional cases. The ProtectedDisclosures if any reported under this Policy will be appropriately and expeditiouslyinvestigated by the Chairman.

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

The Whistle Blower Policy has been disclosed on the Company’s website under theweb link http://virlaminate.com/wp-content/uploads/2015/03/Whistle-Blowing-Policy.18.pdfand circulated to all the Directors / employees.

RISK MANAGEMENT POLICY

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. Company has laid down policies and procedures for efficient internalfinancial controls. It ensure the orderly and efficient conduct of company’sbusiness safe guarding of assets prevention and detection of fraudsand errors theaccuracy and completeness of the accounting records and timely preparation& disclosureof financial statements. There is a mechanism in the Company to review the policies andprocedure to ensure that such control systems are operating effectively.

A report on the internal financial controls under clause (i) of sub-section 3 ofSection 143 of the Companies Act 2013 is issued by Statutory Auditors of the Company andthe same is annexed with their Independent Auditor’s report which isself-explanatory.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules framed thereunder and Regulation 19 of the SEBI (LODR)Regulations 2015 the Board of Directors formulated the Remuneration Policy of yourCompany on the recommendations of the Nomination and Remuneration Committee. The salientaspects covered in the Remuneration Policy covering the policy on appointment andremuneration of Directors key managerial personnel employees and other matters have beenoutlined 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 withRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014in respect of Directors/employees of your Company is set out in "Annexure -[1]" of this report.

The statement containing the information of the top ten employees in terms ofremuneration drawn as required under Section 197 of the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014will be provided to any Member on a written request to the Company Secretary. In terms ofSection 136 of the Act the Reports and Accounts are being sent to the Members and othersentitled thereto excluding the aforesaid information of top ten employees which isavailable for inspection by the members at the Registered office of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany has appointed CS Chirag G. Shah Proprietor of Chirag G. Shah & Co. PracticingCompany Secretary (FCS Membership No: 6572 & CP No.: 11827) to conduct theSecretarial Audit of your Company. The Secretarial Audit Report in the prescribed Form No.MR-3 for the FY 2015-16 is annexed herewith as "Annexure - [2]" to thisReport. The Secretarial Audit Report for the FY 2015-16 does not contain anyqualification reservation adverse remark or disclaimer and hence no explanation orcomments of the Board is required in this matter.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR initiatives of your Company during the financial year 2015-16 has undertakenactivities in areas of promoting education preventive health care and sanitationEradicating hunger poverty and malnutrition(food supply) etc. These activities are inaccordance with Schedule VII of the Companies Act 2013.

The CSR expenditure incurred by your Company during the financial year 2015-16 was Rs.17.31 Lacs. While the actual requirement was Rs. 16.51 Lacs being the statutoryrequirement of 2% of the average profit for the last three financial years. The otherdetails of initiatives undertaken by the Company during the financial year in CSR hasdetailed in this Annual Report.

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

The Annual Report on CSR activities is attached as "Annexure - [3]" tothis Report.

RELATED PARTY TRANSACTIONS

During the FY 2015-16 Company has entered into some transactions with related partiesas defined under Section 2(76) of the Companies Act 2013 which were in the ordinarycourse of business and at arms’ length basis. Further the transactions were inaccordance with the provisions of the Companies Act 2013 read with rules framedthereunder and the SEBI (LODR) Regulations 2015.

During the FY 2015-16 there were no transactions with related parties which can beconsidered as material transactions as defined under the SEBI (LODR) Regulations 2015.

All transactions with related parties were entered with approval of the AuditCommittee. The Company has obtain omnibus approvals from the Audit Committee for relatedparty transactions which are of repetitive nature entered in the ordinary course ofbusiness and are on arm’s length basis in accordance with the provisions of CompaniesAct 2013 read with the Rules issued thereunder 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 withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as "Annexure -[4]" to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(3)(c)read with Section 134(5) of theCompanies Act2013 Board of Directors of the Company here by state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards have been followed and there are no materialdepartures from the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2016 and of the profitand loss of the Company for the financial year ended 31st March 2016;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year i.e. March 31 2016 and the date of thisReport. Further there is no any change in the nature of business of the Company.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposit within themeaning 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 inviolation of Chapter V of the Act.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

STATUTORY AUDITOR

M/s. Parikh & Majmudar Chartered Accountants Statutory Auditors of the Companyhold office till the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment.

It is proposed to re-appoint them for their second term for a period of Five years tohold office from the conclusion of this AGM till the conclusion of the AGM of the Companyto be held in the year 2021 subject to ratification of their appointment at each AnnualGeneral Meeting.

They have confirmed their eligibility to the effect that their re-appointment if madewould be within the prescribed limits under the Act and that they are not disqualified forre-appointment.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation adverse remark or disclaimer and hence noexplanation or comments of the Board is required in this matter for the FY 2015-16.

EXTRACT OF ANNUAL RETURN

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUT GO

The information required under section 134(3)(m) of the Companies Act 2013 read withRule 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 CompanySecretary on its compliance for the Financial Year 2015-16 as per Regulation 34(3)readwith Schedule V of the SEBI (LODR) Regulations 2015 forms part of this Annual Report andannexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per requirements of Listing Regulations a detailed review of the developments inthe industry performance of the Company opportunities and risks internal controlsystems outlook etc. of the Company is given under the head Management Discussion andAnalysis 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 theCompany have given Certificate to the Board. The CEO and the CFO also provide quarterlycertification on Financial Results while placing the Financial Results before the Board interms of Regulation 33 of SEBI (LODR) Regulations 2015.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

An Internal Complaints Committee has been set up by the Company to redress complaintsregarding sexual harassment as required under The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013. All employees (permanentcontractual temporary trainees) are covered under this policy.

During the financial year 2015-16 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31 March 2016.

DETAILS OF SIGNIFICANT AND MATERIAL OR DERSPASSED BY THE REGULATORS / COURTS /TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

During the period under review there were no significant/material orders passed by theRegulators or Courts or Tribunals impacting the going concern status of your Company andits operations in future.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation to the Company’scustomers vendors central and state government bodies auditors legal advisorsconsultants registrar and bankers for their continued support to the Company during theyear under review. The Directors also wish to place on record their appreciation for thededicated efforts of the employees at all levels. Finally the Board expresses itsgratitude 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: 30.07.2016 (DIN: 00208843)

Annexure - [1] TO BOARD’S REPORT

Information required under Section 197 of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

A. Ratio of remuneration of each Director to the median remuneration of all theemployees of your Company for the Financial Year 2015-16 is as follows:

Name of Director Designation Total Annual Remuneration (Rs.) Ratio of remuneration of director to the Median remuneration
Ghanshyambhai A. Thakkar Whole Time Director 8265499 38.92
Krupeshbhai G. Thakkar Managing Director 8241411 38.81
KaushikbhaiJ. Thakkar Whole Time Director 349170 1.64

1. Independent Directors receiving only sitting fees for attending the board meeting.The sitting fees paid to Independent Directors is not covered in the above table.

2. Median remuneration of the Company for all its employees is Rs. 212371/- per annumfor the financial year 2015-16.

3. The aforesaid details are calculated on the basis of remuneration for the financialyear 2015-16.

B. Details of percentage increase in the remuneration of each Director Chief ExecutiveOfficer Chief Financial Officer & Company Secretary in the financial year 2015-16 areas follows:

Name Designation Remuneration (in Rs.) Increase(%)
2015-2016 2014-2015
Ghanshyambhai A. Thakkar Whole Time Director 8265499 4202052 96.70
Krupeshbhai G. Thakkar Managing Director 8241411 4190556 96.67
Kaushikbhai J. Thakkar Whole Time Director 349170 314757 10.93
Mr. Keyur M. Gajjar CEO 3186787 2712229 17.50
Mr. Vipul S. Vora CFO 2426182 2051568 18.26
Mr. Hasmukh K. Modi Company Secretary 1152515 1030236 11.87

Notes:

1. Independent directors receiving only sitting fees for attending the board meeting.So in the above table sitting fees paid to independent directors are not considered.

2. The remuneration to Directors is within the overall limits approved by theshareholders.

C. Percentage increase in the median remuneration of all employees in the financialyear 2015-16:

Particulars 2015-2016 2014-2015 Increase (%)
Median remuneration of all employees per annum Rs. 212371/- Rs. 197398/- 7.59

D. Number of permanent employees on the rolls of the Company as on 31st March 2016:

Grade No. of Employee
Executive 136
Manager 105
Operators/Workmen 130
Total 371

E. Explanation on the relationship between average increase in remuneration and CompanyPerformance:

The revenue from operations of the company increased from Rs. 27565.59 lacs to Rs.29675.61 lacs for the Financial Year 2015-16 over 2014-15 showing a growth of 7.65% andthe average increase given to employees was 10.75% for the Financial Year 2015-16 over2014-15.

Company is committed in ensuring rational pay and a healthy work environment for itsemployees. The average increase in remuneration is not based on Company’s performancealone but also takes into consideration other factors like market benchmark data. Thepercentage increase which was given in FY 2015-16 was at similar levels as the rest of theindustry and as factored in the budget for the year.

F. Comparison of the remuneration of the Key Managerial Personnel against theperformance of your Company:

In The financial year 2015-16 the Key Managerial Personnel were paid totalremuneration Rs. 236.22 Lacs which was around 13.05% of the Profit before Tax. The Profitbefore Tax and Extra-Ordinary Items increased by 92% in 2015-16 compared to 2014-15. Thedetails of remuneration of Key Managerial Personnel are given in point ‘B’above.

G. Details of Share price and market capitalization:

The details about the variation in the market capitalization of the Company and priceearnings ratio as at the closing date of the current and previous financial years are asfollows:

Details AS ON 31.03.2016 AS ON 31.03.2015 Increase/ (decrease) (%)
Market Capitalization (Rs. In Crores) 289.30 Crores 99.22 Crores 191.57
Price Earnings Ratio 40.50 Not Applicable* Not Applicable*

*EPS is negative in the FY 2014-2015 so it is worthless to mention the value of EPS aswell as percentage change.

Comparison of share price at the time of first public offer and market price of theshare of 31st March 2016:

Details AS ON 31.03.2016 AS ON 31.03.2015 Increase/ (decrease) (%)
Share price (in Rs.) 200.90 119.65 67.91

Note:

1. Company’s equity shares were listed with BSE & NSE through its first publicoffer on 07.07.2011. So the comparison made with the closing price of 07.07.2011.

2. Closing share price on BSE has been used for the above tables.

H. Comparison of average percentage increase in salary of employees other than theManagerial personnel and the percentage increase in the managerial remuneration:

Details 31.03.2016 31.03.2015 Increase/ (decrease) (%)
Average salary of all employees (other than Key Managerial Personnel) 316992 286865 10.50
Managerial Remuneration including remuneration of CEO CFO & CS 23621564 14501067 62.90

Note: Sitting fees paid to directors is not considered in the managerialremuneration.

Remuneration to Managerial Personnel is increased by 62.90% in FY 2015-16 compared toFY 2014-15. While Average salary of all employees other than KMP is increased by 10.50% inFY 2015-16 compared to FY 2014-15. The remuneration of Shri Krupesh G. Thakkar ManagingDirector and Shri Ghanshyambhai A. Thakkar Whole Time Director each was Rs. 3.50 lacs permonth since their appointment made in the Annual General Meeting held on 20.08.2012 andwas not increased up to 31.03.2015. Further in the current financial year 2015-16 theCompany earned good profit. So the remuneration of Managing Director and Chairman wasincreased from 350000/- to 700000/- per month w.e.f. 1st April 2015.

I. Comparison of remuneration of each of the Key Managerial Personnel against theperformance of the company

The ratio of the remuneration of each KMP to the Revenue of the Company is given below.Net Revenue and Profit Before Tax (PBT) of the Company for the FY 2015-16 was Rs. 29675.61lacs and Rs. 1809.93 Lacs Respectively:

Name of the Key Managerial Personnel Remuneration of each KMP in the FY 2015-16 (In Rs.) Remuneration as % of Net Revenue Remuneration as % of PBT
Ghanshyambhai A. Thakkar Whole Time Director 8265499 0.28 4.57
Krupeshbhai G. Thakkar Managing Director 8241411 0.28 4.55
Mr. Keyur M. Gajjar Chief Executive Officer 3186787 0.11 1.76
Mr. Vipul S. Vora Chief Financial Officer 2426182 0.08 1.34
Mr. Hasmukh K. Modi Company Secretary 1152515 0.04 0.64

J. The key parameters for any variable component of remuneration availed by thedirectors

Not Applicable as there is no any variable component in the remuneration availed by thedirectors.

K. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year Not Applicable; and

L. It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

Annexure - [6] TO BOARD'S REPORT

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

(A) CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy as well as the steps taken by theCompany for utilizing alternate sources of energy:

1. Company has introduced VFD for the following equipment's at the MDF Boardmanufacturing plant of the company.

• Dust Collection fan motor

• Cutting saw motor

• Secondary oil circulations pump

2. During the financial year 2015-16 company had purchased Approximately 33.50 lakhunits by open access power through INDIAN ENERGY EXCHANGE which is resulted into reductionof the power cost by ` 0.27 per unit.

3. Stopping of the reject fan in the forming line through automations during plantnormal operations

4. Company has introduced automatic on and off power system for the street lights inthe plants.

5. Replacement of conventional tube lights with LED tube lights to reduce energyconsumption.

6. Company has upgraded the forming system and pressing system in the main plant of MDFBoard which results in the increase of production.

7. On the regular basis Company is doing check in the electricity distribution networkfor safe and efficient performance.

8. The company is doing on Regular basis Preventive and corrective maintenance ofmachines as proactive measures to optimize energy usage and available time of machines.

9. During the year Company has installed double capacity dryer in place of existing twodryer at Laminate manufacturing plant which resulted into saving of Men Power &Electricity.

10. The Company has modified conventional firing system of Boiler to FBC system whichresulted into saving of fuel consumption at approximately 7% of total Fuel consumption.

11. Company has introduced VFD operated screw compressors in place of existingreciprocating compressors. This resulted in to saving of approximately 15 AMP per hour.

12. Company has also modified the following processes or techniques which are useful inenergy saving:

• Installed the modified dust silo system to avoid dust emissions in theatmosphere.

• The Company has upgraded conservative energy techniques for consumption ofenergy in the areas of lighting vacuum system air-conditioning and process water heating/ evaporation systems at its manufacturing plant and offices.

• The company at regular basis improving its fuel mixture fuel burning steamgeneration distribution and utilization process in manufacturing process at all theplants.

• Company does at regular interval modification in process maintenance ofmachine plant etc. creates awareness among employee about energy conservation measures.

• Installation of Auto Voltage Regulator to lower the electricity supply losses.

• Company has installed big air ventilators in its some units which run on windspeed and do not require electricity.

• All manufacturing plants are using natural lighting and ventilation system tothe extent possible.

• At every shift we monitor the power consumptions and take corrective actions ifrequired.

(ii) Capital Investment on energy conservation equipment: NIL

(B) TECHNOLOGY ABSORPTION

(i) The efforts made by the Company towards technology absorption:

1. Company on continuous basis upgrades the manufacturing process which is result ofenergy Conservation as well as cost effective without affecting the products quality.

2. Installed the water spray system on the MATS before press sections to improve thequality of the Products

3. Installed the second laminations machine with the existing thermal energy system andcompressed air system.

4. Installed "online dust emission monitoring system" in the secondarycyclone system for monitoring the emission of dust in the atmosphere.

5. Development of new products design concept and processes at regular intervals.

6. Company on continuous basis upgrades the process of Resin which is resulted intoenergy Conservation as well as cost effective without affecting the products quality.

7. Company on continuous basis upgrades the chemical formula new and alternate RawMaterial consumption etc. for better quality and cost effectiveness.

8. The Company on an on-going basis interacts with markets for technical expertise forour industry

9. In house R&D activities to improve the quality of products.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

Company is covered under the design products industry. New designs and variety inproducts remain the demand by customers. So development of new products and creativity inthe process is the basic requirement to get the key share from the market or sustain init. Company has derived various benefits from new and improved technology i.e. Product(quality) improvement Reduced cost of final products Reduction in process timeConservation of energy Smooth processing Saving of Environment Increase in customerbase Increase in the brand value of Company etc.

(iii) Imported technology (imported during the last 3 years reckoned from the beginningof the financial year):

The Company has not imported any technology during the last three years

(iv) Expenditure on Research and Development: Revenue Expenditure Rs. 3.21 Lakh

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange earned in terms of actual inflows during the Financial Year 2015-16was Rs. 87.92 crores (equivalent value of various currencies).

Foreign exchange outgo in terms of actual outflows during the Financial Year 2015-16was Rs. 79.58 crores (equivalent value of various currencies).