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Rushil Decor Ltd.

BSE: 533470 Sector: Others
NSE: RUSHIL ISIN Code: INE573K01017
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OPEN 281.25
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VOLUME 2227
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P/E 42.92
Mkt Cap.(Rs cr) 541
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OPEN 281.25
CLOSE 276.45
VOLUME 2227
52-Week high 319.00
52-Week low 68.00
P/E 42.92
Mkt Cap.(Rs cr) 541
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 26th Annual Report of Rushil Decor Limited("the Company") together with the audited financial statements for the yearended 31st March 2020.

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance for the year ended 31st March 2020 is summarised below:

(' in Lakhs)

Particulars 2019-20 2018-19
Revenue from Operations 33559.80 34374.21
Other Income 353.58 849.02
Profit before Depreciation Finance Costs and Tax Expense 4044.99 4513.89
Less: Depreciation and Amortisation Expenses 868.94 862.91
Profit before Finance Costs and Tax Expense 3176.06 3650.98
Less: Financial Costs 1204.43 1359.04
Profit before Tax Expense 1971.62 2291.94
Less: Tax Expense (Current & Deferred) (333.35) 858.44
Profit after Tax 2304.97 1433.50
Add: Other Comprehensive Income/loss for the year 32.89 (3.35)
Total Comprehensive Income 2337.86 1430.15
Balance of Retained Earnings for earlier years 9171.07 7830.92
Less: Final Dividend Paid 74.66 74.66
Less: Tax on Final Dividend 15.34 15.34
Balance carried forward 11418.93 9171.07

COMPANY'S FINANCIAL PERFORMANCE

Net revenue from operations decreased to Rs 33559.80 Lacs as against Rs 34374.21 Lacsin the previous year showing a decline of Rs 814.41 Lacs.

The Profit before Tax for the current year is Rs 1971.62 Lacs as against Rs 2291.94Lacs in the previous year showing a decline of Rs 320.32 Lacs.

The Profit after Tax (PAT) for the current year is Rs 2304.97 Lacs as against theprofit of Rs 1433.50 Lacs in the previous year.

The overall financial performance of the Company is affected mainly due to Laminatesand allied products revenues gone down from Rs 182.93 Crores in last year to Rs 163.37Crores in the FY 2019-20. Further Laminates and allied products division's PBIT is alsogone down by Rs 3.29 Crores in the FY 2019-20. During the year Company carried out somesales promotion expenses for Laminate product keeping in mind to capture the market incompetition. Further the MDF

Board division's PBIT is also increased by Rs 1.97 Crores in FY 2019-20.

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

MATERIAL CHANGES & COMMITMENT AFFECTING FINANCIAL POSITION :

RIGHTS ISSUE OF EQUITY SHARES

During the year 2019-20 the Board of Directors in its meeting held on November 112019 has approved to raise fund by way of issue of Rights Equity shares approximately ofRs 25 Crores from its Eligible shareholders.

Further The Fund Raising Committee of the Board of Directors of Rushil Decor Limited("Company") in its meeting held on September 4 2020 has approved Issue of upto 4977111 Equity Shares of face value of Rs 10 each of our Company for cash at a priceof Rs 50 per Rights Equity Share (including a premium of Rs 40 per Rights Equity Share) ona rights basis to the Eligible Equity Shareholders of our Company in the ratio of 01 (one)Rights Equity Share for every 03 (three) Equity Shares held by the Eligible EquityShareholders of our Company on the Record Date 25% of the Issue Price viz. Rs 12.5/- perRights Equity Share will be payable on application ("Rights Issue").

The documents related to Rights Issue are posted on the Website of the Company athttps://rushil.com/investor relationship.php#RightsIssue

Further in accordance with (i) the Letter of Offer dated September 7 2020 and (ii)the Basis of Allotment finalised in consultation with the Lead Manager the Registrar tothe Rights issue and BSE Limited (the Designated Stock Exchange for the Rights issue)the Fund Raising Committee of the Board of Directors of the Company in its meeting heldon October 15 2020 has approved the allotment of 4977111 Partly Paid-up Rights EquityShares of face value of Rs 10/- each at price of Rs 50 per Rights Equity Share (includingpremium of Rs 40 per Rights Equity Share) to the eligible applicants paid-up per share Rs2.5 ("Partly-Paid up Rights Equity Shares"). Partly-Paid up Rights Equity Sharesis listed under the ISIN IN9573K01015 on BSE Limited and National Stock Exchange of IndiaLimited ("both Stock Exchanges") and trading of Partly-Paid up Rights EquityShares was commenced from October 21 2020 on both Stock Exchanges.

The Company has decided in the Board Meeting held on October 31 2020 to send callnotice for payment of First Call Money of Rs 12.5 per Rights Equity Share to fix due datefor payment of First Call Money and fixed Record Date i.e. November 11 2020 for thepurpose of deciding Shareholders to whom First Call Notice to be sent and who is liable topay First Call Money.

Except above there are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year 2019-20and the date of this 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 30th day of July 2020has recommended a final dividend of Rs 0.50 (Fifty Paisa) (@ 5%) per equity share of

the face value of Rs 10/- each fully paid up for the financial year ended 31st March2020 subject to the approval of the Members at the ensuing 26th Annual General Meeting.The Final dividend is payable to those Shareholders whose names appear in the Register ofMembers as on the Book Closure / Record Date.

INDUSTRY OVERVIEW

Company has two main business segments i.e. MDF and laminates. In FY 2019-20 MDFcontributed 49.78% of Company's revenue and laminates contributed 48.68% of revenue.During the year new capacities were added in Thin and Thick MDF Industry which ultimatelyresult in aggressive price cuts. The price cut was largely driven by incrementalcapacities coming on 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.

Our new MDF Board production plant will come in operation in the South India (AndhraPradesh) with additional capacity of 800 CBM per day. This is expected to substituteimports in a big way due to logistical savings and a depreciating INR. It is also expectedto take position of plywood because there is very big gap between utilisation of plywoodand MDF Board.

GLOBAL PANDEMIC - COVID-19

The COVID-19 pandemic has caused an unprecedented global recession with adverseconsequences on unemployment and poverty. Rolling lockdowns and social distancingrestrictions on account of the pandemic are expected to significantly impact economicactivity in all major markets and cause demand compression.

Further Due to COVID-19 pandemic there is significant market reaction in theManufacturing Industry as all the manufacturing units branches of the company were closedduring the Lockdown period and also there is loss of production capacity as well as thetransportation warehouse and other utilities related to production were also adverse tothe Company's revenue. The outbreak of Coronavirus (COVID-19) pandemic globally and inIndia is causing significant disturbance and slowdown of economic activity.

COVID-19 is significantly impacting business operation of the companies by way ofinterruption in production supply chain disruption unavailability of personnel closure/ lockdown of production facilities etc. On March 24 2020 the Government of Indiaordered a nationwide lockdown for 21 days which further got extended to prevent communityspread of COVID-19 in India resulting in significant reduction in economic activities.

Despite the threat posed by COVID-19 pandemic the Company apprehends to retain acompetitive position in the market by leveraging its brand image and quality products.Further based on the latest report of UNCTAD it is expected that the course correction ofeconomic recovery in India will be smoother and faster than that of many other advancecountries.

CAPITAL STRUCTURE

During the year Company has not made any issue or allotment of shares and hence theshare capital of the Company remains unchanged.

CREDIT RATING

The details on credit rating(s) of Securities as availed by the Company are disclosedin the Corporate Governance Report forming part of this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a) Details of unclaimed/unpaid dividend and shares transfer 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 13 2019 seekingaction from the shareholders who have not claimed their dividends for past sevenconsecutive years. The Company had transferred Unpaid/Unclaimed Dividend Amount of Rs3207.00 for FY 2011-2012 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 5 equity shares held by 5 shareholders to the IEPF Authority in themonth of October 2019 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 at:

https://rushil.com/admin/uploads/investors pdf/iepf/ Details of Equity Shares due to beTransfer to IEPF 20.09.2019.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 upto31.03.2020 which are liable to 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 2020) Due date of Transfer to IEPF Authority
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 51194.00 15-04-2023
Final Dividend for FY 2015-16 AGM held on 27-09-2016 11982.50 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
Final Dividend for FY 2018-19 AGM held on 21-09-2019 46639.00 25-10-2026

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://rushil.com/investor relationship.php#a268 The same canalso be accessed from the website of IEPF Authority at www.iepf.gov.in. The shareholdersare therefore encouraged to verify their records and claim their dividends of all theearlier seven years 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

The aforesaid detail is also available on the web address of the Company athttps://rushil.com/admin/ uploads/investors pdf/iepf/Nomination of Nodal officer.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by rotation and subsequentre-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.

Change in Board Composition

Based on the recommendation of the Nomination and Remuneration Committee and approvalof the same by the Board at its Meeting held on 11th November 2019 the Board ofDirectors appointed Miss. Archee Thakkar (DIN: 08603730) as an Additional Director in thecapacity of Independent Director w.e.f 11th November 2019 upto the date of ensuing AnnualGeneral Meeting. Pursuant to the provisions of Section 161 of the Companies Act 2013Miss. Archee Thakkar holds office till the date of the ensuing Annual General Meeting andis eligible for appointment as an Independent Director of the Company. Appropriatebusiness for her appointment is being placed for the approval of the shareholders of theCompany at the ensuing AGM.

During the year under review Ms. Jingle Thakkar (DIN: 06941497) who is an IndependentDirector of the Company resigned from the Board as well committee of the Board of theCompany w.e.f 21st November 2019 due to personal reasons. The Board placed on record herappreciation for the valuable services and guidance provided by her during the tenure ofher Directorship.

Further based on the recommendation of the Nomination and Remuneration Committee andapproval of the same by the Board at its Meeting held on 30th July 2020 subject toapproval of the Members in the ensuing AGM the Board of Directors has changed thedesignation of Mr. Ramanik T. Kansagra from Director to Whole-time Director of the Companyw.e.f 01.08.2020 for a period of four years on terms of remuneration as recommended by theNomination and Remuneration Committee.

Appropriate business in this behalf is being placed for the approval of the members ofthe Company at the ensuing AGM.

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 ManagingDirector Mr. Ramnikbhai T. Kansagara Whole time Director Mr. Keyur M. Gajjar ChiefExecutive Officer Mr. Vipul S. Vora Chief Financial Officer and Mr. Hasmukh K. ModiCompany Secretary are the key managerial personnel of the Company.

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.

All the Independent Directors of the Company have enrolled their names in the onlinedatabase of Independent Directors by Indian Institute of Corporate Affairs in terms of therecently introduced regulatory requirements. Also the online proficiency self-assessmenttest as mandated will be undertaken by those Independent Directors of the Company who arenot exempted within the prescribed timelines.

The company had formulated and implemented code of conduct for the board of directorsand senior management personnel which is available on the Company'swebsite:https://rushil.com/admin/uploads/investors pdf/ codespolicies/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 201920 are set out in the Corporate Governance Report which forms partof 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 2019-20 has been enumerated in Corporate Governance Report.

AUDIT COMMITTEE RECOMMENDATIONS

During the year all recommendations of Audit Committee if any were approved by theBoard of Directors.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of the Companies Act 2013 read with the Rules framedthereunder and the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.

The Nomination and Remuneration Committee have formulated the criteria for appointmentof Executive Non-Executive and Independent 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.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the 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.

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 March2020 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 2020 and of the profit and lossof the Company for the financial year ended 31st March 2020;

(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.

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review the Company has taken unsecured loans from Directors ofthe Company. Details of Unsecured Loans taken from Directors of the Company are given inthe Notes to the Financial Statements forming part of Annual Report.

Director who has given unsecured loans to the Company has furnished to the company atthe time of giving the loan a declaration in writing to the effect that the amount is notbeing given out of funds acquired by him by borrowing or accepting loans or deposits fromothers.

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 2019-20 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://rushil.com/admin/uploads/investors pdf/codespolicies/Rushil Related Party Transaction Policy.pdf

The detail disclosure of these transactions in Form AOC- 2 pursuant to Section134(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 2019-20 carried out inareas of promoting education preventive health care and sanitation Eradicating hungerpoverty and malnutrition (food supply) old age home and such other facilities for seniorcitizen rural development etc. These activities are in accordance with Schedule VII ofthe Companies Act 2013 and CSR Policy of the Company.

The CSR expenditure incurred by the Company during the FY 2019-20 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://rushil.com/admin/uploads/investors pdf/codes policies/Corporate SocialResponsibility Policy.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 victimisation 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://rushil.com/ admin/uploads/investors pdf/codes policies/Whistle BlowerPolicy.51.pdf and circulated to all the Directors / employees.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no other significant/material orders passed by the Regulators CourtsTribunals Statutory and quasi-judicial body impacting the going concern status of theCompany and its 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.

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 30thJuly 2020 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

The Board has appointed M/s. Shalin Jain & Associates Practicing CompanySecretaries Ahmedabad to undertake the Secretarial Audit of the Company for the financialyear 2019-20 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 Year2019-20 is annexed herewith as "Annexure - [5]" to this Report. The SecretarialAuditor has not reported any qualification reservation or adverse remark or disclaimer inhis report.

Your Company has also obtained certificate from the secretarial auditor certifying thatnone of the directors of our Company has been debarred or disqualified from beingcontinuing as directors of the Company by SEBI Ministry of Corporate Affairs or suchsimilar statutory authority.

The Company has also filled the Secretarial Compliance Report for the financial yearended March 31 2020 to the Stock Exchnages in relation to compliance of all applicableSEBI Regulations/circulars/ guidelines issued thereunder pursuant to requirement ofRegulation 24A of SEBI (LODR) Regulation 2015.

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

As per MCA Notification dated August 28 2020 the extract of the Annual Return of theCompany as on 31st March 2020 in Form MGT - 9 in accordance with Section 92 (3) of theAct read with Companies (Management and Administration) Rules 2014 is available on thewebsite of the Company at www.rushil.com.

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 UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT:

During the year under consideration company has not raised funds through preferentialallotment.

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 2019-20 as per Regulation 34(3) readwith Schedule V of the SEBI (LODR) Regulations 2015 forms part of the Annual 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 2019-20 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
Ghanshyambhai A. Thakkar
Date: 31st October 2020 Chairman
Place: Ahmedabad DIN:00208843

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