The Directors are pleased to present the 24th Annual Report of Rushil Decor Limited("the Company") together with the audited fi nancial statements for the yearended on 31st March 2018.
(Rs in Lakhs)
|Particulars ||2017-18 ||2016-17 |
|Revenue from Operations ||35097.57 ||33210.86 |
|Profi ts before Interests Depreciation Extra-Ordinary Items & Tax ||5919.41 ||5106.06 |
|Less: Financial Costs ||870.24 ||1037.10 |
|Profi t before Depreciation & Tax ||5049.17 ||4068.96 |
|Less: Depreciation & Amortisation Expenses ||752.93 ||689.23 |
|Profi t Before Tax ||4296.24 ||3379.73 |
|Provision for Tax: || || |
|Current Tax ||1051.00 ||722.32 |
|Deferred Tax ||147.17 ||168.45 |
|Profi t After Tax ||3098.07 ||2488.96 |
|Add: Balance of Profi t Brought Forward from previous year ||6540.26 ||4137.97 |
|Profi t available for appropriation ||9638.33 ||6626.93 |
|Appropriation: || || |
|Final Dividend Paid ||- ||72.00 |
|Tax on Final Dividend ||- ||14.66 |
|Final Dividend Proposed ||73.59 ||- |
|Tax on Final Dividend Proposed ||14.98 ||- |
|Balance Carried over to the Balance Sheet ||9549.76 ||6540.27 |
|Basic & Diluted Earnings Per Share ||21.30 ||17.28 |
COMPANY'S FINANCIAL PERFORMANCE
Net revenue from operations increased to Rs 34351.92 Lakhs as against Rs30612.04 Lakhs in the previous year showing a growth of 12.22%. The Profi t before Taxfor the current year is Rs 4296.24 Lakhs as against Rs 3379.73 Lakhs inthe previous year showing a growth of 27.12%.
The Profi t after Tax (PAT) for the current year is Rs 3098.07 Lakhs as againstthe profi t of Rs 2488.96 Lakhs in the previous year. The growth in PAT of currentfi nancial year is mainly driven by increase in net revenue from sales of MDF Boards andsoftening of input prices during the year. There are no material changes and commitmentsaffecting the fi nancial position of the Company which have occurred between the end ofthe fi nancial year 2017-18 and the date of this Report.
In view of the improving market scenario and growing demand for MDF boards the Companyis setting-up a greenfi eld unit for manufacturing of "Thin & Thick MDF Board
Manufacturing Facility" in Andhra Pradesh with an installed capacity of 800 CBMper day or 240000 CBM per annum. The project may have capability of producing the entirerange of thickness of MDF Board from 1 mm to 30 mm. This project is being set up at anapproximate outlay of Rs 341 Cr. The Company has already acquired and takenpossession of the land at Atchutapuram Dist. Vishakhapatnam Andhra Pradesh for thispurpose and development of the same is under process. Commercial production is expected tocommence by the year 2020. The Company has engaged with a German contractor for the designand delivery of machinery for the production of "Thin & Thick MDF Board".Company has started the production of New Project of WPC Board at Chikmagalur Karnataka.It belongs to the Wood Plastic Composite board. The fi nal Product is generally used asraw material in Furniture Industry. Presently about 45% of the domestic demand for woodplastic composites is met through imports which is dominated by China. So it is hugescope to capture the market.
The Directors have recommended a fi nal dividend of Rs 0.50 (Fifty Paisa only)per equity share (5% on par value of Rs 10/- per share) for the Financial Yearended 31st March 2018 subject to approval of the shareholders at the ensuing AGM. The final dividend on equity shares if approved by the members would involve a cash outflow of Rs88.57 Lakhs including dividend distribution tax thereon for an amount of Rs 14.98Lakhs. In the last year ended 31st March 2017 total dividend declared and paid was Rs0.50 (Fifty Paisa only) per share of Rs 10/- each. Thus the total dividend onequity shares for the Financial Year 2016-17 was in aggregate Rs 86.66 Lakhsincluding dividend distribution tax thereon of Rs 14.66 Lakhs.
Company has not proposed any amount to be carried to General Reserves.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by rotation and subsequent re-appointment:
Mr. Ghanshyam A. Thakkar Whole Time Director is liable to retire by rotation at theensuing AGM pursuant to Section 152 and other applicable provisions if any of theCompanies Act 2013 read with the Companies (Appointment and Qualifi cation of Directors)Rules 2014 (including any statutory modifi cation(s) or re-enactment(s) thereof for thetime being in force) and being eligible have offered himself for re-appointment.
Appropriate business for his re-appointment is being placed for the approval of theshareholders of the Company at the ensuing AGM. The brief resume of the Director and otherrelated information has been detailed in the Notice convening the ensuing AGM of theCompany.
Re-appointment of Executive Director & Whole Time Director:
Subject to the approval of the shareholders at the ensuing AGM the Board of Directorsat their meeting considered and approved the re-appointment of Mr. Kaushik J. Thakkar asthe Executive Director of the Company for a period of 5 (fi ve) years commencing from 30thMarch 2018.
Appropriate resolution for the reappointment of the aforesaid director is being movedat the ensuing Annual General Meeting which the board recommends for your approval.
Key Managerial Personnel:
As per the provisions of Sections 2(51) and 203 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr.Ghanshyam A. Thakkar Whole time Director Mr. Krupesh G. Thakkar Managing Director Mr.Keyur M. Gajjar Chief Executive Offi cer Mr. Vipul S. Vora Chief Financial Offi cer andMr. Hasmukh K. Modi Company Secretary are the key managerial personnel of the Company.There has been no change in the key managerial personnel during the year.
NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
The details of the meetings of Board of directors and its Committees convened duringthe Financial Year 2017-18 are set out in the Corporate Governance Report which formspart of this Report.
DECLARATION OF INDEPENDENCE
All Independent Directors have submitted the declarations of Independence as requiredunder Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and qualify to actas Independent Director of the Company.
EVALUATION OF THE PERFORMANCE OF THE BOARD COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 read with Rules framed thereunder and in compliance with the requirements of SEBI (LODR) Regulations 2015 the Boardhas carried out the annual evaluation of the performance of the Board as a wholeIndividual Directors including Independent Directors 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 specifi c 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.
AUDIT COMMITTEE COMPOSITION
The Audit Committee comprises of Mr. Shankar Prasad Bhagat Independent Director asChairman Mrs. Jingle Thakkar Independent Director Mr. Kaushikbhai J. Thakkar ExecutiveDirector and Mr. Rohitbhai B. Thakkar Independent Director as Members.
literate All members of the Audit Committee are financially and more than one-half ofthe members have expertise in accounting / financial management with ability to read andunderstand the financial statements.
Further as per section 177(8) of the Companies Act 2013 there was not any single casein the financial year that any recommendation was made by the Audit Committee and theBoard has not accepted it.
Your Company has established a Vigil Mechanism / Whistle Blower Policy which is incompliance with the provisions of Section 177 (9) of the Companies Act 2013 andRegulation 22 of the SEBI (LODR) Regulations 2015. The policy provides for a frameworkand process whereby concerns can be raised by its directors and employees against any kindof discrimination harassment victimisation or any other unfair practice being adoptedagainst them. The Policy provides adequate safeguards against victimisation of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in appropriate orexceptional cases. The Protected Disclosures if any reported under this Policy will beappropriately and expeditiously investigated by the Chairman.
Your Company hereby affirms that no Director / employee has 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 the weblink http://www.rushil.com/ CodesPoliciesPdf/Whistle_Blower_Policy.pdf and circulated toall the Directors / employees.
RISK MANAGEMENT POLICY
The 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.
The Audit Committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the business and functions are systematicallyaddressed through mitigating actions on continuing basis.
There are no risks which in the opinion of the Board threaten the existence of theCompany.
INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY
The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of fraud and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
During the year no reportable material weakness in the design or operation wereobserved.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL
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 the Companyon the recommendations of the Nomination and Remuneration Committee. The salient aspectscovered in the Remuneration Policy covering the policy on appointment and remuneration ofDirectors key managerial personnel employees and other matters have been outlined in theCorporate 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 the Company is set out in "Annexure "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 offi ce of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting.
The Secretarial Audit Report in the prescribed form no. MR 3 for the FinancialYear 2017-18 is annexed herewith as "Annexure "to this Report. TheSecretarial Auditor has not reported any qualifi cation reservation or adverse remark ordisclaimer in her report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR initiatives of the Company during the fi nancial year 2017-18 carried out inareas of promoting education preventive health care and sanitation Eradicating hungerpoverty and malnutrition (food supply) plantation activity etc. These activities are inaccordance with Schedule VII of the Companies Act 2013 and CSR Policy of the Company.
The CSR expenditure incurred by the Company during the 2017-18 as well as other detailsof initiatives undertaken by the Company during the Financial Year in CSR has detailed inthis Annual Report. The Annual Report on CSR activities is attached as Annexure to this Report.
The Policy on CSR of the Company Pursuant to Section 135 of the Companies Act 2013read with the Companies (Corporate Social Responsibility Policy) Rules 2014 is availableon https://www.rushil.com/CodesPoliciesPdf/Corporate-Social-Responsibility-Policy-of-RDL.pdf.
RELATED PARTY TRANSACTIONS
During the 2017-18 Company has entered into some transactions with related parties asdefi ned under Section 2(76) of the Companies Act 2013 which were in the ordinary courseof business and at arms' length basis. Further the transactions were in accordance withthe provisions of the Companies Act 2013 read with rules framed thereunder and the SEBI(LODR) Regulations 2015.
During the 2017-18 there were no transactions with related parties which can beconsidered as material transactions as defi ned 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 Companies Act2013 read with the Rules issued thereunder and the SEBI (LODR) Regulations 2015.
The details of the related party transactions as required under Ind AS are set out inNotes to the fi nancial 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 "tothis Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 Board of Directors of the Company hereby state and confi rm that:
(a) in the preparation of the annual accounts for the fi nancial year ended 31st March2018 the applicable accounting standards have been followed and there are no materialdepartures from the same;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2018 and of the profi t and lossof the Company for the fi nancial year ended 31st March 2018;
(c) they have taken proper and suffi cient care 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) they have prepared annual accounts on a going concern basis;
(e) they have laid down internal fi nancial controls to be followed by the Company andthat such internal fi nancial controls are adequate and operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the fi nancial position of theCompany which have occurred between the end of the fi nancial year 2017-18 and the date ofthis Report. Further there is no any change in the nature of business of the Company.
During the year under review Company has not accepted any deposit within the meaningof Sections 73 and 74 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014. Further Company does not have any deposit which is in violation ofChapter V of the Act.
PARTICULARS OF LOANS GUARANTEES AND 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. TheCompany has not provided any guarantees during the Financial Year.
M/s. Parikh & Majmudar Chartered Accountants were appointed as Statutory Auditorsof the Company at the AGM held on 27th September 2016 for a term of fi ve consecutiveyears.
As per the provisions of Companies (Amendment) Act 2017 fi rst proviso to section139(1) of the Companies Act 2013 is omitted. So requirement of ratifi cation ofappointment of Auditors by the members at every AGM is dispensed with henceforth.
The Notes on fi nancial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualifi cation reservation or adverse remark.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form No. MGT-9 forms part of the Board's Report and isannexed herewith as "Annexure ".
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
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.
CORPORATE GOVERNANCE REPORT
The report on Corporate Governance along with a certifi cate from the PracticingCompany Secretary on its compliance for the Financial Year 2017-18 as per Regulation34(3) read with Schedule V of the SEBI (LODR) Regulations 2015 forms part of this AnnualReport and annexed 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.
Pursuant to Regulation 17(8) of SEBI (LODR) Regulations 2015 the CEO and CFO of theCompany have given Certifi cate to the Board. The CEO and the CFO also provide quarterlycertifi cation on Financial Results while placing the Financial Results before the Boardin terms of Regulation 33(2)(a) of SEBI (LODR) Regulations 2015.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has adopted zero tolerance for sexual harassment at workplace and hasformulated a policy on Prevention Prohibition and Redressal of Sexual Harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules thereunder for preventionand Redressal of complaints of sexual harassment at workplace.
The policy aims to provide protection to employees at workplace and prevent and redresscomplaints of sexual harassment and for the matters connected and incidental thereto withthe objective of providing safe working environment where employees feel secure.
During the Financial year 2017-18 the Company has not received any complaint of sexualharassment at workplace.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE:
There are no Signifi cant / material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and it's operations in future.
The details of litigation on tax and other related matters are disclosed in theAuditor's Report and Financial Statements which forms part of this Annual Report.
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 |
| ||Mr. Ghanshyambhai A. Thakkar |
|Date: 11.08.2018 ||Chairman |
|Place: Ahmedabad ||(DIN: 00208843) |