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Rushil Decor Ltd.

BSE: 533470 Sector: Others
NSE: RUSHIL ISIN Code: INE573K01017
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VOLUME 236
52-Week high 194.00
52-Week low 65.90
P/E 6.71
Mkt Cap.(Rs cr) 155
Buy Price 102.75
Buy Qty 42.00
Sell Price 103.55
Sell Qty 60.00
OPEN 103.60
CLOSE 104.25
VOLUME 236
52-Week high 194.00
52-Week low 65.90
P/E 6.71
Mkt Cap.(Rs cr) 155
Buy Price 102.75
Buy Qty 42.00
Sell Price 103.55
Sell Qty 60.00

Rushil Decor Ltd. (RUSHIL) - Director Report

Company director report

To

The Members

The Directors are pleased to present the 25th Annual Report of Rushil Decor Limited("the Company") together with the audited financial statements for the yearended 31st March 2019.

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance for the year ended 31st March 2019 is summarized below:

(? in Lakhs)
Particulars 2018-19 2017-18
Revenue from Operations 34374.21 35097.57
Other Income 849.02 270.68
Profit before Depreciation Finance Costs and Tax Expense 4513.89 5919.39
Less: Depreciation and Amortization Expenses 862.91 752.93
Profit before Finance Costs and Tax Expense 3650.98 5166.46
Less: Financial Costs 1359.04 870.23
Profit before Tax Expense 2291.94 4296.23
Less: Tax Expense (Current & Deferred) 858.44 1203.82
Profit after Tax 1433.50 3092.41
Add: Other Comprehensive Income/loss for the year (3.35) (11.26)
Total Comprehensive Income 1430.15 3081.15
Balance of Retained Earnings for earlier years 7830.92 4837.06
Less: Final Dividend Paid 74.66 72.53
Less: Tax on Final Dividend 15.34 14.76
Balance carried forward 9171.07 7830.92

Net revenue from operations decreased to ? 34374.21 Lakhs as against ? 35097.57 Lakhsin the previous year showing a decline of ? 723.36 Lakhs.

The Profit before Tax for the current year is ? 2291.94 Lakhs as against ? 4296.23Lakhs in the previous year showing a decline of ? 2004.29 Lakhs.

The Profit after Tax (PAT) for the current year is ? 1433.50 Lakhs as against theprofit of? 3092.41 Lakhs in the previous year.

The overall financial performance of the Company is affected mainly due to MDF Boardrevenues gone down from ? 172.52 Crores in last year to ? 156.46 Crores in the FY 2018-19.Further MDF Board division's PBIT is also gone down by ? 16.34 Crores in the FY 2018-19.During the year Company reduced the prices of MDF Board in line with overall scenario inthe MDF Industry and also carried out some sales promotion expenses for MDF productkeeping in mind to capture the market in competition.

The detail about the segment-wise position of business is mentioned in the ManagementDiscussion and Analysis Report.

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2018-19 and the date ofthis Report.

TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.

DIVIDEND

The Board of Directors of your company in its meeting held on 18th day of May 2019has recommended a final dividend of ? 0.50 (Fifty Paisa) (@ 5%) per equity share of theface value of ? 10/- each fully paid up for the financial year ended 31st March 2019subject to the approval of the Members at the ensuing 25th Annual General Meeting. TheFinal dividend is payable to those Shareholders whose names appear in the Register ofMembers as on the Book Closure / Record Date.

If the dividend as recommended by board of directors is approved by the Shareholdersthen total outflow of Dividend amount will be ? 7465666/- excluding dividenddistribution tax on the dividend.

INDUSTRY OVERVIEW

Company has two main business segments i.e. MDF and laminates. In FY18-19 MDFcontributed 46% of Company's revenue and laminates contributed 53% of revenue. During theyear new capacities were added in Thin and Thick MDF Industry which ultimately result inaggressive price cuts. The price cut was largely driven by incremental capacities comingon ground mainly in North and South India.

This very badly impacted to the industry volumes as the dealers were anticipatingfurther price cut by other Companies thereby maintaining thin inventories in the business.

It was ultimately triggered to lower realisations and significant margin pressure inthe MDF segment.

The price war in the MDF Segment might be short term till the market absorbed thecapacity addition over the next 1 or 2 years.

Our new MDF Board production plant will come in operation in the South India (AndhraPradesh) with additional capacity of 800 CBM per day in the next year. This is expected tosubstitute imports in a big way due to logistical savings and a depreciating INR. It isalso expected to take position of plywood because there is very big gap betweenutilisation of plywood and MDF Board.

CAPITAL STRUCTURE

During the year Company has issued and allotted 213872 Equity Shares on preferentialallotment basis at two different occasions. The detail of allotment made is as under:

Date of Allotment 28.04.2018 19.07.2018
No. of shares allotted 190372 23500
Issued Price per Share (Rs) 945.00 865.00
Total amount ? 17.99 Crores ? 2.03 Crores

On allotment of these new 213872 equity shares now the paid up share capital is ?149313320.00 divided into 14931332 equity shares ofRs 10 each.

CREDIT RATING

India Ratings and Research Private Limited (India Ratings) has downgraded Company'sLong-Term Issuer Rating to ‘IND BBB? from ‘IND A-'. The Outlook is Negative.

Some of the Reasons which considered by credit rating agency for downgraded creditratings are as follow:

1. Any significant time and/or cost overruns in the ongoing project;

2. Delay or inability to make funding arrangements and/or raw material supply tie-upfor the ongoing capex;

3. Lower-than-expected EBITDA margins leading to the net leverage remaining over 3.5xon a sustained basis;

4. Continuous oversupply of MDF in the industry.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a) Details of unclaimed/unpaid dividend and shares transferred to IEPF

Pursuant to the provisions of the Companies Act 2013 read with the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016("The Rules") the Company had sent individual notices to the shareholders whohave not claimed their dividends for past seven consecutive years. The Company had alsoadvertised the same in the Financial Express Newspaper of dated June 7 2018 seekingaction from the shareholders who have not claimed their dividends for past sevenconsecutive years. The Company had transferred Unpaid/Unclaimed Dividend Amount of ?9012.00 for FY 2010-2011 to Investor Education and Protection Fund (IEPF). In accordancewith Section 124(6) of the Companies Act 2013 read with IEPF Rules the Company had alsotransferred total 34 equity shares held by 4 shareholders to the IEPF Authority in themonth of November 2018 who have not claimed their dividends for past seven consecutiveyears from the date of transfer to the unpaid dividend account.

The details of such shares transferred have been uploaded in the Company's website athttps://www. rushil.com/lepfPdf/Details_of_Equity_Shares_due_to_be_Transfer_to_IEPF_22.10.2018.pdf.

The Shareholders /claimants whose shares and unclaimed dividend have been transferredto the IEPF Account may claim the shares or apply for refund by making an application tothe IEPF Authority in Form IEPF-5 along with requisite fee as decided by the IEPFAuthority from time to time.

b) Year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto31.03.2019 which are liableto be transferred to the IEPF and the due dates for suchtransfer.

The below table gives information relating to various outstanding dividends and the duedates of transfer to IEPF Authority:

Date of dividend declaration Unclaimed Dividend (As on 31st March 2019) Due date of Transfer to IEPF Authority
Final Dividend for FY 2011-12 AGM held on 20-08-2012 3207.00 20-09-2019
Final Dividend for FY 2012-13 AGM held on 27-09-2013 8312.00 28-10-2020
Interim Dividend in FY 2015-16 Board Meeting held on 12-03-2016 11570.00 15-04-2023
Final Dividend for FY 2015-16 AGM held on 27-09-2016 2993.50 29-10-2023
Final Dividend for FY 2016-17 AGM held on 23-09-2017 3648.00 24-10-2024
Final Dividend for FY 2017-18 AGM held on 22-09-2018 58570.50 22-10-2025

As per above table the Company will transfer the shares on which the dividend hasremained unclaimed for a period of seven consecutive years to the IEPF Authority at thedue date. The Company has sent individual letters to the shareholders for claiming thesaid dividend and has also advertised the same in the newspapers in accordance to theRules. Members are therefore requested to ensure that they claim the dividends referredabove before they are transferred to the IEPF Account.

Details of shares/shareholders in respect of which dividend has not been claimed areprovided on our website at https://www.rushil.com/iepf. The same can also be accessed fromthe 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.

c) Details of Nodal Officer

The details of Nodal Officer required under Rule 7(2A) as inserted by the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) SecondAmendment 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 GreenBungalow Off Sindhu Bhavan Road Next to GIHED CREDAI Shilaj Ahmedabad - 380058

• Email ID: ipo@rushil.com and cs@virlaminate.com

The aforesaid detail is also available on the web address of the Company athttps://www.rushil.com/ lepfPdf/Nomination_of_Nodal_officer.pdf.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by rotation and subsequent re-appointment:

Mr. Ghanshyambhai A. Thakkar (DIN 00208843) Whole Time Director is liable to retireby rotation at the ensuing Annual General Meeting pursuant to Section 152 and otherapplicable provisions if any of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 (including any statutorymodification(s) or re- enactment(s) thereof for the time being in force) and beingeligible 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 Independent Director:

Pursuant to the provisions of the Companies Act 2013 ("the Act") themembers at their 20th Annual General Meeting held on 29th September 2014 had appointedMr. Shankar Prasad Bhagat (DIN 01359807) and Mrs. Jingle Thakkar (DIN 06941497) asIndependent Directors to hold office for five consecutive years. Mr. Shankar Prasad Bhagatand Mrs. Jingle Thakkar are eligible for re-appointment as an Independent Director for thesecond term of five consecutive years not liable to retire by rotation.

The Board of Directors at their meeting held on 18th May 2019 subject to the approvalof the shareholders at the ensuing 25th AGM and on the recommendation of the Nominationand Remuneration Committee considered and approved the reappointment of Mr. ShankarPrasad Bhagat and Mrs. Jingle Thakkar as the Independent Directors of the Company.

Accordingly pursuant to the provisions of the Act and based on the recommendation ofthe Nomination and Remuneration Committee the re-appointment of Mr.Shankar Prasad Bhagatand Mrs. Jingle Thakkar for a period of five consecutive years is placed for the approvalof the Members through a Special Resolution at the 25th Annual General Meeting.

Appropriate resolutions for the reappointment of the aforesaid directors are beingmoved at the ensuing Annual General Meeting which the board recommends for your approval.

Change in Board Composition

Mr. Kaushik J. Thakkar (DIN 06541630) Executive director was reappointed in theprevious Annual General Meeting held on 22nd September 2018 as director of the Companyfor a period of five years with effect from 30th March 2018. He resigned from the Boardwith effect from 2nd February 2019 due to his personal reasons. The Board placed onrecord its appreciation for the valuable contribution and services rendered by Mr. KaushikJ. Thakkar during his tenure as Whole time Director of the Company.

The Board of Directors of the Company at their meeting held on 2nd February 2019based on the recommendation of the Nomination and Remuneration Committee had approved theappointment of Mr. Ramanik T. Kansagara (DIN 08341541) as an Additional/Executive Directorof the Company subject to approval of shareholders of the Company. Mr. Ramanik TKansagara will hold office up to the date of the forthcoming 25th Annual General Meeting.

Approval of the shareholders is sought at the 25th AGM for the appointment of Mr.Ramnik T. Kansagara as the Executive Director of the Company liable to retire byrotation. The Board and Nomination & Remuneration Committee recommended hisappointment.

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.Ghanshyambhai A. Thakkar Whole time Director Mr. 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.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declarations of Independence as requiredunder Section 149(7) of the Companies Act 2013 and Regulation 25(8) of the SEBI (LODR)Regulations 2015 that they meet the criteria of independence as provided in Section149(6) of the Companies Act 2013 as well as clause (b) of sub-regulation (1) ofregulation 16 of the SEBI (LODR) Regulations 2015 and that he/she is not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact his/her ability to discharge his/her duties with an objective independentjudgment and without any external influence and that he/she is independent to management.The Independent directors have complied with the code for independent director asprescribed in schedule IV of the Companies Act 2013.

The company had formulated and implemented code of conduct for the board of directorsand senior management personnel which is available on the Company's website:https://www.rushil.com/CodesPoliciesPdf/or-management-under-Regulation-17-of-the-SEBI-LODR- Regulation-2015.pdf

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 2018-19 are set out in the Corporate Governance Report which formspart of this Report.

BOARD COMMITTEES

There are various committees constituted as stipulated under the Companies Act 2013and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 namely AuditCommittee Nomination and Remuneration Committee Stakeholders Relationship Committee andCorporate Social Responsibility (CSR) Committee. Brief details pertaining to compositionterms of reference meetings held and attendance thereat of these Committees during thefinancial year 2018-19 has been enumerated in Corporate Governance Report.

AUDIT COMMITTEE RECOMMENDATIONS

During the year all recommendations of Audit Committee were approved by the Board ofDirectors.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with the Rules framedthereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

The Nomination and Remuneration Committee have formulated the criteria for appointmentof Executive NonExecutive and I ndependent Directors on the Board of Directors of theCompany and persons in the Senior Management of the Company their remuneration includingdetermination of qualifications positive attributes independence of Directors and othermatters as provided under sub-section (3) of Section 178 of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce).

The salient aspects covered in the Remuneration policy have been outlined in thecorporate governance report which forms part of this report.

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 specific duties obligations and governance.

The exercise was also carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the director being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Key Managerial Personnel. The Directors expressed theirsatisfaction with the evaluation process.

Further based on the performance evaluation of the Independent Directors Mr. ShankarPrasad Bhagat and Mrs. Jingle Thakkar to be reappointed for second term of consecutivefive years the Nomination & Remuneration Committee and the Board of Directors of theCompany at their respective Meetings held on 18.05.2019 recommended the re-appointment ofthe aforesaid directors as Independent Directors for a second term of five consecutiveyears commencing from the dates on which their present appointments with the Companyexpire.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

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 - [1]"of this report.

The statement containing the information of the employees as required under Section 197of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 will be provided to any Member on awritten request to the Company Secretary. In terms of Section 136 of the Act the Reportsand Accounts are being sent to the Members and others entitled thereto excluding theaforesaid information of employees which is available for inspection by the members at theRegistered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting.

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 confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March2019 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 2019 and of the profit and lossof the Company for the financial year ended 31 st March 2019;

(c) they have taken proper and sufficient 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 financial controls to be followed by the Company andthat such internal financial 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.

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.

FRAUDS REPORTED BY THE AUDITOR

The auditor of the Company has not reported any fraud to the Audit Committee or Boardor to the Central Government under Section 143(12) of the Companies Act 2013.

PUBLIC DEPOSITS

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

The details of Loans guarantee and Investments covered under the provisions of Section186 of the Act are given in the Notes to the Financial Statements forming part of AnnualReport.

RELATED PARTY TRANSACTIONS

During the FY 2018-19 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 in accordancewith the provisions of the Companies Act 2013 read with rules framed thereunder and theSEBI (LODR) Regulations 2015. All transactions with related parties were entered withapproval of the Audit Committee.

The details of the related party transactions as required under IND AS - 24 are set outin Notes to the financial statements.

The Company has formulated a policy on related party transactions the same isavailable on Company's website at https://www.rushil.com/CodesPoliciesPdf/Rushil_Related_Party_Transaction_Policy.pdf

The detail disclosure of these transactions in Form AOC- 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules2014 is set out as "Annexure [2]"to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR initiatives of the Company during the financial year 2018-19 carried out inareas of promoting education preventive health care and sanitation Eradicating hungerpoverty and malnutrition (food supply) plantation activity old age home and such otherfacilities for senior citizen rural development animal welfare etc. These activities arein accordance with Schedule VII of the Companies Act 2013 and CSR Policy of the Company.

The CSR expenditure incurred by the Company during the FY 2018-19 as well as otherdetails of initiatives undertaken by the Company during the Financial Year in CSR hasdetailed in this Annual Report. The Annual Report on CSR activities is attached asAnnexure - [3] 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.

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 -[4]".

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.

VIGIL MECHANISM

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 and Regulation4(2)(d)(iv) read with Regulation 22 of the SEBI (LODR) Regulations 2015. The policyenables stakeholders including individual employees directors and their representativebodies to freely communicate their concerns about illegal or unethical practicesinstances of unethical behavior actual or suspected fraud or violation of the company'scode of conduct. The Policy provides adequate safeguards against victimization ofDirector(s)/ employee(s) and direct access to the Chairman of the Audit Committee inappropriate or exceptional cases. The Protected Disclosures if any reported under thisPolicy will be appropriately and expeditiously investigated by the Chairman.

Your Company hereby affirms that no Director employee or any other personnel has beendenied access to the Chairman of the Audit Committee and that no complaint was receivedduring the year.

The Whistle Blower Policy has been disclosed on the Company's website under the weblink https://www. rushil.com/CodesPoliciesPdf/Whistle_Blower_Policy.51. pdf and circulatedto all the Directors / employees.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

Company received closure notices from Gujarat Pollution Control Board (GPCB) to stopthe Manufacturing process of two Laminate Sheet manufacturing units in Gujarat at twodifferent occasions and on two different dates. Laterly GPCB temporary revoked the saidclosure notice on both the manufacturing units with some conditions. The manufacturingprocess of both the manufacturing units were disturbed during the closure period.

Except as mentioned above there are no other 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.

The details of litigation on tax and other relevant matters are disclosed in theAuditors? Report and Financial Statements which forms part of this Annual Report.

AUDITORS STATUTORY AUDITOR

M/s. Parikh & Majmudar Chartered Accountants were appointed as Statutory Auditorsof the Company at the AGM held on September 27 2016 for a term of five consecutive years.

The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report dated 18thMay 2019 is unmodified and does not contain any qualification reservation or adverseremark.

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

SECRETARIAL AUDITOR

Mrs. Mihika S. Jain Practicing Company Secretary resigned as secretarial auditor ofthe Company during the year. The Board has appointed M/s. Shalin Jain & AssociatesCompany Secretaries to undertake the Secretarial Audit of the Company for the financialyear 2018-19 pursuant to the provisions of Section 204 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and theSEBI (LODR) Regulations 2015 as amended.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in the prescribed Form No. MR - 3 for the Financial Year2018-19 is annexed herewith as "Annexure - [5]" to this Report. The SecretarialAuditor has not reported any qualification reservation or adverse remark or disclaimer inhis report.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with Secretarial Standards 1 and 2 issued by the Institute ofCompany Secretaries of India on Board meetings and General Meetings respectively.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review the Company has not failed to implement any CorporateActions within the specified time limit.

ANNUAL RETURN

Extract of the Annual Return in Form No. MGT-9 forms part of the Board's Report and isannexed herewith as "Annexure - [6]".

The Company has placed a copy of the annual return for the FY 2017-18 on the website ofthe company. The web-link of such annual return as prepared in Form No. MGT-7 for the FY2017-18 is https://www.rushil.com/ AnnualResultPdf/Form_MGT-7_Annual_Return.50.pdf TheCompany will also place the Annual Return for the FY 2018-19 on the website of the Companyin due course.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT:

The detail about the utilisation of funds raised by Company through PreferentialAllotment for an amount of ? 20.02 Crores during the FY 2018-19 has been covered in theCorporate Governance Report which forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per requirements of SEBI (LODR) Regulations 2015 a detailed review of thedevelopments in the industry performance of the Company opportunities and risks segmentwise and product wise performance internal control systems outlook etc. of the Companyis given under the head Management Discussion and Analysis Report which forms part ofthis Annual Report.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance along with a certificate from the Practicing CompanySecretary on its compliance for the Financial Year 2018-19 as per Regulation 34(3) readwith Schedule V of the SEBI (LODR) Regulations 2015 forms part of the Annual Report andannexed to this Report.

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.

An Internal Complaints Committee has been set up to Redress complaints related tosexual harassment. During the Financial year 2018-19 the company has not received anycomplaint of sexual harassment at workplace. Further there was not any complaint pendingat the beginning of the year or at the end of the year.

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
Mr. Ghanshyambhai A. Thakkar
Date: 23.07.2019 Chairman
Place: Ahmedabad (DIN: 00208843)