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

Rushil Decor Ltd.

BSE: 533470 Sector: Others
NSE: RUSHIL ISIN Code: INE573K01017
BSE 00:00 | 27 Jan 397.20 -1.45
(-0.36%)
OPEN

411.00

HIGH

411.00

LOW

382.45

NSE 00:00 | 27 Jan 395.85 -2.60
(-0.65%)
OPEN

401.50

HIGH

403.90

LOW

384.05

OPEN 411.00
PREVIOUS CLOSE 398.65
VOLUME 8526
52-Week high 675.00
52-Week low 336.95
P/E 10.32
Mkt Cap.(Rs cr) 791
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 411.00
CLOSE 398.65
VOLUME 8526
52-Week high 675.00
52-Week low 336.95
P/E 10.32
Mkt Cap.(Rs cr) 791
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

To

The Members

Your Directors are pleased to present the 28th Annual Reportof Rushil Decor Limited ("the Company") together with the audited financialstatements for the year ended 31st March 2022.

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance for the year ended 31st March2022 is summarised below:

(Rs in Lakhs)

Particulars 2021-22 2020-21
Revenue from Operations 62416.90 33544.38
Other Income 141.24 432.27
Profit before Depreciation Finance Costs and Tax Expense 7535.36 4081.61
Less: Depreciation and Amortisation Expenses 2436.81 973.24
Profit before Finance Costs and Tax Expense 5098.55 3108.37
Less: Financial Costs 2030.84 1241.90
Profit before Tax Expense 3067.71 1866.47
Less: Tax Expense (Current & Deferred) 787.25 494.64
Profit after Tax 2280.47 1371.83
Add: Other Comprehensive Income/loss for the year (7.41) (23.76)
Total Comprehensive Income 2273.06 1348.07
Balance of Retained Earnings for earlier years 12680.48 11418.93
Less: Final Dividend Paid 99.51 86.52
Balance carried forward 14854.03 12680.48

COMPANY?S FINANCIAL PERFORMANCE

Net revenue from operations increased to Rs 62416.90 Lacs as againstRs 33544.38 Lacs in the previous year showing an accelerated growth of Rs 28872.52 Lacswhich is around 86.07%.

The Profit before Tax for the current year is Rs 3067.71 Lacs asagainst Rs 1866.48 Lacs in the previous year showing a growth of Rs 1201.23 which isaround 64.36%.

The Profit after Tax (PAT) for the current year is Rs 2280.47 Lacs asagainst the profit of Rs 1371.83 Lacs in the previous year showing growth of 66.23%. Thegrowth in PAT of current financial year is mainly driven by increase in net revenue fromsales of MDF Boards during the year.

Except this there are no material changes and commitments affectingthe financial position of the Company which have occurred between the end of thefinancial year 2021-22 and the date of this Report.

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

KEY BUSINESS DEVELOPMENTS

TEMOPORARY SHUT DOWN OF MDF PLANT

During the year 2021-22 Company's Medium Density Fibre BoardManufacturing Unit (MDF Plant) located at Chikmagalur Karnataka was temporarily closedfor manufacturing activities for approximately 60 days starting from 9thOctober 2021 on account of planned preventive maintenance activities undertaken thereatas well as for replacement of some of the major parts of the plant. Further from 6thDecember 2021 the Company recommenced its regular Commercial productions/operations atthis Plant.

CHANGE(S) IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES & COMMITMENT AFFECTING FINANCIAL POSITION

There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year 2021-22to which the financial statements relate and the date of this report.

TRANSFER TO RESERVES

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

DIVIDEND

The Board of Directors of your Company in its meeting held on 24thday of May 2022 has recommended a final dividend of Rs0.50 (Fifty Paisa) (@ 5%) perequity share of the face value of Rs10/- each fully paid up for the financial year ended31st March 2022 subject to the approval of the Members at the ensuing 28thAnnual General Meeting. The Final dividend is payable to those Shareholders whose namesappear in the Register of Members as on the Book Closure / Record Date fixed by theCompany.

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

INDUSTRY OVERVIEW

Company has two main business segments i.e. MDF Board and laminates.In 2021-22 laminates and allied products have contributed 30% to Company's revenue andMDF has contributed 69% to Company's revenue.

GLOBAL PANDEMIC - COVID-19

During the year the second wave of the COVID-19 pandemic acceleratedacross the country. Even as the country scrambled to drive vaccination various forms ofrestrictions were imposed initially and then continuous or partial lockdowns were placedacross cities and states by local authorities. The virus affected many of the employeesand their family members as well.

For safety of workers the Company has taken various measures tocontrol COVID-19 at its plants and workplaces such as sanitisation thermal and oxygenlevel checking of employees reporting for duty.

The lockdown was lifted thereafter and economic activity resumed to itsnormal levels the Company was able to achieve normalcy in operations by end of 2021-22.

CAPITAL STRUCTURE

During the year there were no changes to authorised Share Capital.

However during the year the paid-up share capital is changed becausethe Company has demanded First Second and Final call money on 536817 Partly Paid upRights Equity shares on which the call money was not paid. Further out of this 536817Partly Paid up Rights Equity shares the Company has converted 527970 shares from PartlyPaid up Equity shares into Fully Paid up Equity shares upto 31st March 2022.Accordingly the Paid up share capital is increased from Rs 197343915 to Rs199026530/-.

Further after 31st March 2022 the Company has receivedFirst Second and Final call money on 6665 partly paid up Rights Equity shares which wereconverted into fully paid up equity shares on 23rd April 2022. Accordinglythe Paid- up share capital is further increased from Rs 199026530 to Rs199070437.50/-. Accordingly as on the date of this report (i.e. 24th May2022) the Company has 2182 Partly Paid up Rights Equity shares.

The details about the Paid up share capital is duly described in thefinancial statements which is part of this Annual Report.

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

ISSUE OF SHARES OR OTHER CONVERTIBLE SECURITIES

RIGHTS ISSUE OF EQUITY SHARES

During the year the Company demanded First Second and Final callmoney vide Final reminder cum Forfeiture Notice dated 6th July 2021 forpayment of balance call money in respect of 536817 Partly Paid up Rights Equity shares onwhich call money was not paid. Out of these 536817 shares the Company has received thebalance call money on 527970 partly paid up equity shares which were converted into fullypaid up equity shares upto 31st March 2022. Accordingly the Paid up sharecapital is increased from Rs 197343915 to Rs 199026530/-.

However after 31st March 2022 vide Last reminder cumForfeiture Notice for payment of First Second and Final call money dated 7thMarch 2022 and Last Reminder cum Forfeiture Notice for payment of Second and Final Callmoney dated 7th March 2022 the Company has further received balance callmoney on 6665 Rights Equity shares which were converted into Fully paid up shares on 23rdApril 2022.

Accordingly the Company has 2182 Partly Paid up Rights Equity sharesas on date of this report.

CREDIT RATING

The Company has not issued any debt instruments and does not have anyfixed deposit programme or any scheme or proposal involving mobilisation of funds in Indiaor abroad during the financial year ended 31st March 2022.

The Infomerics Valuation and Rating Private Limited have assigned IVRBBB+ rating to Company's Long-Term bank facilities and have assigned IVR A2 rating forshort 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 alreadytransferred to the IEPF

During the year the Company has transferred Rs 101 to InvestorEducation and Protection Fund Authority pertains to the shares already transferred to IEPFAccount.

c) Year wise amount of unpaid/unclaimed dividend lying in the unpaidaccount upto 31st March 2022 which are liable to be transferred to the IEPFand the due dates for such transfer.

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

Date of dividend declaration Unclaimed Dividend (As on 31st March 2022) Due date of Transfer to IEPF Authority
Interim Dividend in 2015-16 Board Meeting held on 12th March 2016 51194.00 15th April 2023
Final Dividend for 2015-16 AGM held on 27th September 2016 11982.50 29th October 2023
Date of dividend declaration Unclaimed Dividend (As on 31st March 2022) Due date of Transfer to IEPF Authority
Final Dividend for 2016-17 AGM held on 23rd September 2017 3648.00 24th October 2024
Final Dividend for 2017-18 AGM held on 22nd September 2018 58570.50 22th October 2025
Final Dividend for 2018-19 AGM held on 21st September 2019 46639.00 25th October 2026
Final Dividend for 2019-20 AGM held on 18th December 2020 46083.84 22nd January 2028
Final Dividend for 2020-21 AGM held on 27th September 2021 269003.63 1st November 2028

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

Details of shares/shareholders in respect of which dividend has notbeen claimed are provided on our website at www.rushil.com. The same can also be accessedfrom the website of IEPF Authority at www.iepf.gov.in. The shareholders are thereforeencouraged to verify their records and claim their dividends of all the earlier sevenyears if not claimed.

d) Details of Nodal Officer

The details of Nodal Officer required under Rule 7(2A) as inserted bythe Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) 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: ipo@rushil.com

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by rotation and subsequent re-appointment:

Mr. Rushil Krupesh Thakkar (DIN 06432117) Whole Time Director isliable to retire by rotation at the ensuing Annual General Meeting pursuant to Section152 and other applicable provisions if any of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) andbeing eligible have offered himself for re-appointment.

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

Change in Board Composition

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

Cessation of Director:

Rs Mr. Rohit Bhailalbhai Thakkar a Non-Executive Independent Director(DIN: 06538323) of the Company passed away on Saturday 3rd July 2021. Hence he ceasedto be a Non-Executive Independent Director of the Company with effect from 3rd July 2021.

Rs Mr. Ghanshyambhai Ambalal Thakkar Past Chairman as well as WholeTime Director (DIN: 00208843) of the Company has tendered his resignation from the post ofChairman as well as Director on Friday 13th August 2021 due to his healthissues. Further

Mr. Ghanshyambhai Ambalal Thakkar passed away on 25thAugust 2021.

Appointment of Director:

Rs Mr. Rushil K. Thakkar (DIN: 06432117) appointed as an AdditionalDirector as well as Whole Time Director in the Board Meeting held on 13thAugust 2021 subject to the approval of the shareholders in the Annual General Meeting.Further the Shareholders of the Company at their meeting held on 27thSeptember 2021 have approved and regularised the appointment of Mr. Rushil K. Thakkar asWhole Time Director of the Company.

Rs Mr. Kantilal A. Puj (DIN: 09273355) appointed as an AdditionalIndependent Director in the Board Meeting held on 13th August 2021 subject tothe approval of the shareholders in the Annual General Meeting. Further the Shareholdersof the Company at their meeting held on 27th September 2021 have approved andregularised the appointment of Mr. Kantilal A. Puj as an Independent Director of theCompany.

Rs Mr. Krupesh G. Thakkar (DIN: 01059666) Director of the Companyappointed as a Chairperson of the Company in the Board Meeting held on 13thAugust 2021.

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

Re-appointment of Director:

The members at their 23rd Annual General Meeting held on 23rdSeptember 2017 had reappointed Mr. Krupesh G. Thakkar (DIN: 01059666) as ManagingDirector for a term of five years effective from 1st September 2017 to 31stAugust 2022. His office of directorship is due for retirement on 31st August2022.

Therefore pursuant to the provisions of the Companies Act 2013("the Act") Articles of Association of the Company and based on therecommendations if received from the Nomination and Remuneration Committee and the Boardof Directors at their respective meetings the Company may consider the re-appointment ofMr. Krupesh G. Thakkar as Managing Director of the Company for further term of five (5)years w.e.f. 1st September 2022 to 31st August 2027.

Further the members at their 27th Annual General Meetingheld on 27th September 2021 had appointed Mr. Kantilal

A. Puj (DIN: 09273355) as an Independent director to hold office for aterm of One year effective from 13th August 2021 to 12th August2022.

Accordingly pursuant to the provisions of the Companies Act 2013("the Act") Articles of Association of the Company performance evaluation andbased on the recommendations if received from the Nomination and Remuneration Committeeand the Board of Directors at their respective meetings the Company may consider there-appointment of Mr. Kantilal A. Puj as an Independent Director of the Company for secondterm.

Profile and other information of Mr. Rushil Krupesh Thakkar and otherdirectors as required under Regulation 36 of SEBI Listing Regulations 2015 andSecretarial Standard - 2 are given in the Notice of the 28th AGM of theCompany. The above proposals for re-appointment form part of the Notice of the 28thAGM and appropriate resolutions for the reappointment of the aforesaid directors are beingmoved at the ensuing Annual General Meeting which the board recommends for your approval.

Key Managerial Personnel

During the year Mr. Ghanshyambhai A. Thakkar Whole Time Director aswell as Chairman of the Company resigned from the post of Director on 13thAugust 2021. Consequent to this the board of directors has appointed Mr. Krupesh G.Thakkar as a Chairman in place of Mr. Ghanshyambhai A. Thakkar in their meeting held on 13thAugust 2021.

Further Mr. Rushil K. Thakkar has been appointed as a Whole TimeDirector of the Company w.e.f. 13th August 2021.

Further during the year under review Mr. Vipul S. Vora ChiefFinancial Officer (CFO) of the Company took retirement from the post of Chief FinancialOfficer (CFO) of the Company and he ceased to be a Chief Financial Officer (CFO) witheffect from closure of business hours on 18th March 2022. Further Mr. HirenB. Padhya was appointed as a Chief Financial officer (CFO) of the Company in place ofretiring CFO with effect from 19th March 2022.

Accordingly as per the provisions of Sections 2(51) and 203 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as on the date of the end of financial year 2021-22 Mr. KrupeshG. Thakkar Managing Director as well as Chairman Mr. Rushil Krupesh Thakkar Whole timeDirector Mr. Ramnikbhai T. Kansagara Whole time Director Mr. Keyur M. Gajjar ChiefExecutive Officer (CEO) Mr. Hiren B. Padhya Chief Financial Officer (CFO) and Mr.Hasmukh K. Modi Company Secretary (CS) are the key managerial personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declarations ofIndependence as required under Section 149(7) of the Companies Act 2013 and Regulation25(8) of the SEBI (LODR) Regulations 2015 that they meet the criteria of independence asprovided in Section 149(6) of the Companies Act 2013 as well as clause (b) ofsub-regulation (1) of Regulation 16 of the SEBI (LODR) Regulations 2015 and that he/sheis not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact his/her ability to discharge his/her duties withan objective independent judgment and without any external influence and that he/she isindependent to management. The Independent directors have complied with the code forindependent director as prescribed in schedule IV of the Companies Act 2013.

All the Independent Directors of the Company have enrolled their namesin the database of Independent Directors maintained by Indian Institute of CorporateAffairs (IICA) in terms of the regulatory requirements. Also the online proficiencyself-assessment test as mandated will be undertaken by those Independent Directors of theCompany who are not exempted within the prescribed timelines.

The Company had formulated and implemented the code of conduct for theboard of directors and senior management personnel which is available on the Company'swebsite athttps://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 theCompany has put in place a familiarisation programme for the Independent Directors tofamiliarise them with their roles rights and responsibility as Directors the working ofthe Company nature of the industry in which the Company operates business model etc. Thedetails of the familiarisation programme are explained in the Corporate Governance Report.The same is also available on the website of the Company athttps://rushil.com/admin/uploads/7/10/Familiarisation-Programmes-for-Independent-Directors.pdf

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The details of the meetings of Board of directors and its Committeesconvened during the Financial Year 2021-22 are set out in the Corporate Governance Reportwhich forms part of this Report.

BOARD COMMITTEES

There are various committees constituted as stipulated under theCompanies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 namely Audit Committee Nomination and Remuneration Committee StakeholdersRelationship Committee Corporate Social Responsibility (CSR) Committee and RiskManagement Committee. Brief details pertaining to composition terms of referencemeetings held and attendance thereat of these Committees during the financial year 2021-22have been enumerated in Corporate Governance Report.

AUDIT COMMITTEE RECOMMENDATIONS

During the year all the recommendations of Audit Committee if anywere approved by the Board of Directors.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and RemunerationPolicy in accordance with the provisions of the Companies Act 2013 read with the Rulesframed thereunder and the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.

The Nomination and Remuneration Committee has formulated the criteriafor appointment of Executive Non-Executive and Independent Directors on the Board ofDirectors of the Company and persons in the Senior Management of the Company theirremuneration including determination of qualifications positive attributes independenceof Directors and other matters as provided under sub-section (3) of Section 178 of theCompanies Act 2013 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force).

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

PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND INDIVIDUALDIRECTORS

Pursuant to the provisions of the Companies Act 2013 read with Rulesframed thereunder and in compliance with the requirements of SEBI (LODR) Regulations2015 the Board has carried out the annual performance evaluation of the Board as a wholeIndividual Directors including Independent Directors (IDs) Non-Independent DirectorsChairperson and the Board Committees. A structured questionnaire was prepared after takinginto consideration the inputs received from the Directors covering various aspects of theBoard's functioning such as adequacy of the composition of the Board and its CommitteesMeetings of the board functioning of the board effectiveness of board processes Boardculture execution and performance of specific duties obligations and governance.

The exercise was also carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution independence of judgment safeguarding theinterest of the Company and its minority shareholders etc.

The performance evaluation of the Individual Directors was carried outby the entire Board excluding the director being evaluated. The performance evaluation ofthe Board as well as performance of the every Committee was also carried out by the entireBoard. The Board has evaluated the composition of Board its committees experience andexpertise performance of specific duties and obligations governance matters etc.

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

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

The information required under Section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of Directors/Employees of the Company is set out in"Annexure - [1]" of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the financial yearended 31st March 2022 the applicable accounting standards have been followedand there are no material departures from the same;

(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2022 and of the profit and loss of the Company for the financial year ended 31stMarch 2022;

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

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

(e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively; and

(f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedure for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of fraud and errors the accuracyand completeness of the accounting records and the timely preparation of reliablefinancial disclosures.

During the year no reportable material weakness in the design oroperation were observed.

FRAUDS REPORTED BY THE AUDITOR

The auditor of the Company has not reported any fraud to the AuditCommittee or Board or to the Central Government under Section 143(12) of the CompaniesAct 2013.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

As on 31st March 2022 Your Company has no SubsidiaryCompany Associates and Joint Venture.

PUBLIC DEPOSITS

During the year under review Company has not accepted any depositwithin the meaning of Sections 73 and 74 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014. Further Company does not have any depositwhich 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 loansfrom Directors of the Company. Details of Unsecured Loans taken are given in the Notes tothe Financial Statements forming part of Annual Report.

Director who has given unsecured loans to the Company has furnishedto the Company at the time of giving the loan a declaration in writing to the effect thatthe amount is not being given out of funds acquired by him by borrowing or accepting loansor deposits from others.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The details of Loans guarantee and Investments covered under theprovisions of Section 186 of the Act are given in the Notes to the Financial Statementsforming part of Annual Report.

RELATED PARTY TRANSACTIONS

During the FY 2021-22 Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 which were inthe ordinary course of business and at arms' length basis.

Further the transactions were in accordance with the provisions of theCompanies Act 2013 read with rules framed thereunder and the SEBI (LODR) Regulations2015. All Related Party Transactions were entered with approval of the Audit Committee andis 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 Companyis available on the website of the Company athttps://rushil.com/admin/uploads/7/10/Rushil-Related-Party-Transaction-Policy.pdf.

The detailed disclosure of these transactions in Form AOC- 2 pursuantto 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 2021-22carried out in areas of Promoting Education Preventive Health Care and SanitationEradicating Hunger Poverty and Malnutrition (food supply) Old age home and such otherfacilities for senior citizen Rural Development etc. These activities are in accordancewith Schedule VII of the Companies Act 2013 and CSR Policy of the Company.

The CSR expenditure incurred by the Company during the 2021-22 as wellas other details of initiatives undertaken by the Company during the Financial Year2021-22 in CSR has detailed in this Annual Report. The Annual Report on CSR activities asper the Companies (Corporate Social Responsibility Policy) Rules 2014 has been annexed tothis Report as Annexure - [3].

The CSR policy is available on the website of the Company athttps://rushil.com/admin/uploads/investors_pdf/codes_policies/Corporate_Social_Responsibility_Policy.pdf.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The information required under section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed here with as"Annexure - [4]".

RISK MANAGEMENT POLICY

The Company has a robust Risk Management Policy. The Company throughBoard and Audit Committee oversees the Risk Management process including riskidentification impact assessment effective implementation of the mitigation plans andrisk reporting. Risk Management forms an integral part of the Company's planning process.

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

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

VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism / Whistle Blower Policypursuant to Regulation 22 of the Listing Regulations and Section 177(9) the Companies Act2013 enabling stakeholders to report any concern of unethical behaviour suspected fraudor violation and Regulation 4(2)(d)(iv) read with Regulation 22 of the SEBI (LODR)Regulations 2015. The policy enables stakeholders including individual employeesdirectors and their representative bodies to freely communicate their concerns aboutillegal or unethical practices instances of unethical behavior actual or suspected fraudor violation of Company's code of conduct. The Policy provides adequate safeguards againstvictimisation of Director(s)/ employee(s) and direct access to the Chairman of the AuditCommittee in appropriate or exceptional cases. The Protected disclosures if any reportedunder this Policy will be appropriately and expeditiously investigated by the Chairman.

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

The policy is available on the website of the Company athttps://rushil.com/admin/uploads/investors_pdf/codes_policies/Whistle_Blower_Policy.51.pdfand circulated to all the Directors / employees.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

During the year there is no any significant/material orders passed bythe Regulators Courts Tribunals Statutory and quasi-judicial body impacting the goingconcern status of the Company and its operations in future.

However BSE limited had imposed fine of Rs 420000/- plus ApplicableTaxes on Company on 24th May 2021 due to not approaching the BSE Limited forListing application of 253760 Rights - Partly paid up equity shares within 20 days fromthe date of allotment as per Para 2 of Schedule XIX of SEBI-ICDR Regulation 2018(erstwhile108(2)) and as specified in SEBI circular no. SEBI/HO/CFD/DIL2/ CIR/P/2019/94dated 19th August 2019). Accordingly the said imposed fine was paid by theCompany to BSE Limited on 29th May 2021.

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

AUDITORS

STATUTORY AUDITOR

During the year the term of earlier Statutory Auditors of the CompanyM/s. Parikh & Majmudar Chartered Accountants (Registration No. 107525W) expired atthe conclusion of the 27th Annual General meeting of the Company held on 27thSeptember 2021.

Therefore based on the recommendations of the Audit Committee theBoard of Directors at its meeting held on 13th August 2021 has approved theappointment of M/s. Pankaj R. Shah & Associates Chartered Accountants a firm havingFirm Registration No. 107361W as the Statutory Auditors of the Company who hold officefor a period of five (5) years with effect from the conclusion of the 27thAnnual General Meeting till the conclusion of the 32nd Annual General Meetingon such remuneration as decided mutually with the Auditors. Further the shareholders ofthe Company at their Annual General Meeting held on 27th September 2021 haveapproved the appointment of M/s. Pankaj R. Shah & Associates Chartered Accountants afirm having Firm Registration No. 107361W as the Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Reportare self-explanatory and do not call for any further comments. The Auditor's Report dated24th May 2021 is unmodified and does not contain any qualificationreservation or adverse remark.

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

SECRETARIAL AUDITOR

The Board has appointed M/s. Shalin Jain & Associates PracticingCompany Secretaries Ahmedabad to undertake the Secretarial Audit of the Company for thefinancial year 2021-22 pursuant to the provisions of Section 204 of the Companies Act2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and the SEBI (LODR) Regulations 2015 as amended.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in the prescribed Form No. MR-3 for theFinancial Year 2021-22 is annexed herewith as "Annexure - [5]" to this Report.The Secretarial Auditor has not reported any qualification reservation or adverse remarkor disclaimer in his report.

Your Company has also obtained certificate from the secretarial auditorcertifying that none of the directors of our Company has been debarred or disqualifiedfrom being continuing as directors of the Company by SEBI Ministry of Corporate Affairsor such similar statutory authority.

The Company has also filed the Secretarial Compliance Report for thefinancial year ended 31st March 2022 to the Stock Exchanges in relation tocompliance of all applicable SEBI Regulations/circulars/guidelines issued thereunderpursuant to requirement of Regulation 24A of SEBI (LODR) Regulation 2015.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with Secretarial Standards 1 and 2 issued bythe Institute of Company Secretaries of India on Board meetings and General Meetingsrespectively.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review the Company has not failed to implementany Corporate Actions within the specified time limit apart from delayed listingapplication pertaining to right issue of partly paid up equity shares to the BSE.

ANNUAL RETURN

The Annual Return in Form MGT-7 is available on the website of Companyat https://rushil.com/investor_relationship.php#a435

DIVIDEND DISTRIBUTION POLICY

Your Company's Dividend Distribution Policy approved by the Board on14th May 2021 can be accessed on the website of the Company athttps://rushil.com/admin/ uploads/7/14/Dividend-Distribution-Policy-pdf.pdf

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations theBusiness Responsibility Report forms part of this Annual Report.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Act are not applicable for the businessactivities carried out by the Company.

STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32 of the SEBI (LODR) Regulations 2015 listedentity shall submit to the stock exchange a Statement of Deviation(s) or Variation(s) on aquarterly basis for public issue rights issue preferential issue etc.

Statement of deviation(s) or variation(s) quarter wise was placed inthe respective audit committee meetings for their review. Further a statement for theyear ended 31st March 2022 on the utilisation of proceeds of Rights Issue ofthe Company was placed before the Audit Committee in its meeting held on 24thMay 2022 wherein the Audit Committee noted that there was no deviation as regards toutilisation of funds from the Objects stated in the Letter of Offer for Company's RightsIssue and post its approval the same was submitted with the Stock Exchanges on 24thMay 2022.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per requirements of SEBI (LODR) Regulations 2015 a detailed reviewof the developments in the industry performance of the Company opportunities and riskssegment wise and product wise performance internal control systems outlook etc. of theCompany is given under the head Management Discussion and Analysis Report which formspart of this Annual Report.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance along with a certificate from thePracticing Company Secretary on its compliance for the Financial Year 2021-22 as perRegulation 34(3) read with Schedule V of the SEBI (LODR) Regulations 2015 forms part ofthe 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 atworkplace and has formulated a policy on Prevention Prohibition and Redressal of SexualHarassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules thereunder forprevention and redressal of complaints of sexual harassment at workplace.

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

An Internal Complaints Committee has been set up to Redress complaintsrelated to sexual harassment. During the Financial year 2021-22 the Company has notreceived any complaint of sexual harassment at workplace. Further there was not anycomplaint pending at the beginning of the year or at the end of the year.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors
Date: 24th May 2022 Place: Ahmedabad Mr. Krupesh G. Thakkar Chairman (DIN: 01059666)

.