Rushil Decor Limited — AGM Information 2018

Sep 22, 2018

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RUiHIL DECOR LIMITED

Corporate Office: Rushil House Near Nee\kanth Green Bungalow, Off Sindhu Bhavan Road, Shilaj, Ahmedabad-380058, Gujarat, INDIA

Regd. Office: S. No. 125, Near Kalyanpura Patia, Village ITLA, Gandhinagar-Mansa Road, Ta. Kaloi, Dist. Gandhinagar-382845, Gujarat. INDIA CIN: L25209GJ1993PLC019532

G +91-79-61400400 0 +91-79-61400401 a info@rushilcom 8 www.virlaminate.com

RDL/039/2018-19 Date: 22.09.2018

To, The National Stock Exchange of India Ltd Exchange Plaza, Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001

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ISIN: INE573K01017, NSE EQUITY SYMBOL: RUSHIL, BSE SCRIPT CODE: 533470

Dear Sir/Madam,

SUB:: PROCEEDING OF THE 24TH ANNUAL GENERAL MEETING OF THE COMPANY HELD ON SATURDAY, 22ND DAY OF SEPTEMBER, 2018

In Compliance with the provision of the Regulation 30 read with Para A of Part A of Schedule Ill of the SEBI (LODR) Regulations, 2015, the proceeding of the 24 th Annual General Meeting of the Company held on Saturday, the 22nd day of September 2018 at 11 :30 A.M. at the Registered Office of the Company at S. No. 125, Nr. Kalyanpura Patia, Village ltla, Gandhinagar Mansa Road, Tai. Kalol, Dist. Gandhinagar - 382845 is as follow:

1. Shri Ghanshyambhai A. Thakkar, Chairman of the meeting occupied the chair to lead the meeting.

2. Shri Ghanshyambhai A. Thakkar, Chairman, Shri Krupeshbhai G. Thakkar, Managing Director, Shri Kaushikbhai J. Thakkar, Executive Director, Mrs. Jingle Thakkar, Independent Woman Director and Shri Shankar Prasad Bhagat, Independent Director & Chairman of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company were present in the Meeting.

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1. Mr. Keyur M. Gajjar, Chief Executive officer (CEO), Mr. Vipul S. Vora, Chief Financial Officer (CFO), Mr. Hasmukh K. Modi, Company Secretary & Compliance Officer, a representative of M/s. Parikh & Majmudar, Statutory Auditors and representative of Mihika S. Jain, Secretarial Auditor, were also present in the meeting.

2. In aggregate, 24 Members representing 7891705 equity shares were present in the meeting in person.

3. Members present in the meeting were welcomed and it was informed that the requisite quorum for meeting is present. Accordingly, the Chairman called the meeting to order. The quorum was present throughout the meeting.

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RU1HIL DECOR LIMITED

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Corporate Office: Regd. Office: Rushil House S. No. 125. Near Kalyanpura Patia. Village ITLA. Near Neelkanth Green Bungalow. Gandhinagar-Mansa Road, Ta. Kaloi, Off Sindhu Bhavan Road, Shilaj, Dist. Gandhinagar-382845, Gujarat. !NOIA. Ahmedabad-380058, Gujarat. INDIA CJN:L25209GJ1993PLC019532

G +91-79-61400400 Q +91-79-61400401[G) ] info@rushil.com 8 www.virlaminate.com

1. Then, all the persons sitting on the dais at the AGM were introduced and Chairman informed that Mr. Rohitbhai Thakkar, Independent Director of the Company could not remain present at the meeting due to his personal reason.

2. The Members were informed that the Statutory Registers including Register of Directors and Key Managerial Personnel and their shareholding, the Register of Contracts or Arrangements in which the directors are interested, Auditor's Report, Secretarial Audit Report and other relevant documents are available for inspection of the members at the Annual General Meeting.

3. It was further informed to the members present in the Meeting that, in compliance with provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 including amendment thereof and applicable provisions of SEBI (LODR) Regulations, 2015, the Company provided the facility to its members to cast their vote by electronic means, through the Remote e-voting services by using the platform of CDSL. Then, it was stated that the facility of e-voting commenced on Tuesday, the 18[1h ] September, 2018 at 9.00 AM and ended on Friday, the 21[st ] September, 2018 at 5.00 PM.

4. It was informed that Members who have not casted their vote by remote e-voting, they may cast the same through the Ballot Paper available in the meeting and the members who have cast their vote by remote e-voting, they were not entitled to cast their vote again by ballot papers. Also informed that CS Mihika S. Jain, Practicing Company Secretary (ACS Membership No: 35308 & CP No.:13304) appointed, as the Scrutinizer to scrutinize the e-voting and poll process in a fair and transparent manner.

5. The Notice of the 24[th ] Annual General Meeting together with the Explanatory statement and the Auditors Report was taken as read with the consent of the members present at the meeting.

6. Then after, the businesses as mentioned below and also mentioned in the Notice of AGM were processed.

ORDINARY BUSINESS:

• a) Adoption of the Audited Financial Statements of the Company for the Financial Year ended on March 31, 2018 and the Reports of the Board of Directors and Auditors thereon by Ordinary Resolution.

• b) Declaration of final dividend of Rs. 0.50 per equity share for the year ended on March 31, 2018 by Ordinary Resolution.

• c)

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RUlHIL DECOR LIMITED

Corporate Office: Regd. Office: Rushil House S. No. 125, Near Kalyanpura Patia, Village ITLA Near Neelkanth Green Bungalow. Gandhinagar-Mansa Road, Ta. Kaloi, Off Sindhu Bhavan Road, Shilaj, Dist. Gandhinagar-382845. Gujarat, INDIA. Ahmedabad-380058, Gujarat, !NOIA CIN:L25209GJ1993PLC019532

G +91-79-61400400 0 +91-79-61400401 e info@rushil.com 8 www.virlaminate.com

SPECIAL BUSINESS:

• d) Re-appointment and fixing the remuneration of Shri Kaushikbhai J. Thakkar as Whole Time Director by Ordinary Resolution.

1. It was informed that there is no qualification, observation, or comments or other remarks on financial transactions or matters in the Auditor's Report as given by the Statutory Auditors which have any adverse effect on the functioning of the company.

2. It was further informed that there is no qualification or comments or other remarks in the Secretarial Audit Report issued by the CS Mihika S. Jain Secretarial Auditor for the year ended on 31.03.2018.

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1. Then, it was requested to the Shareholders to deposit the Ballot paper in the Ballot box placed in the Meeting hall to give effect to the votes cast by them. Then, informed to the members that the combined results of the votes cast through remote e-voting and poll on all the Resolutions would be declared with the time being in force.

The meeting was concluded at 12:15 PM by thanks to all the members and persons present in the meeting for attending and participating at the Meeting.

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Please take the same in your record and do the needful.

Thanking you.

Yours Faithfully,

Company Secretary Tele No.: (079) 61400400

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