Rushil Decor Limited

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RDL/047/2021-22 Date: 03.09.2021

WE'LL MAKE IT

To, National Stock Exchange of India Ltd. Exchange Plaza, Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051 NSE EQUITY SYMBOL: RUSHIL

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 SCRIPT CODE: 533470

ISIN: INE573K01017

Sub: Submission of Notice of 27th Annual General Meeting.

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclose the Notice of the 27th Annual General Meeting of RUSHIL DECOR LIMITED (the Company) which is scheduled to be held on Monday, 2ih day of September at 11.15 A.M. through Video Conferencing ("VC")/ Other Audio Visual Means (OAVM).

The aforesaid notice has also been placed on the website of the Company at www.rushil.com

This is for your information and record.

Thanking you

Yours Faithfully, For, Rushil De�imited J ( � -� v f (tt,�

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Hasmukh K. Modi Compliance Officer

Encl.: Notice of the AGM

••

RUSHIL DECOR LTD .. RUSHIL HOUSE. NEAR NEELKANTH GREEN BUNGALOW . OFF SINDHU BHAVAN ROAD, SHILAJ, AHMEDABAD-380058, GUJARAT, INDIA. REGO. OFFICE: S. NO. 125, NEAR KALYANPURA PATIA, VILLAGE ITLA, GANDHINAGAR-MANSA ROAD, TA. KALOL, DIST. GANDHINAGAR-382845, GUJARAT, INDIA. I CIN: L25209GJ1993PLC019532

PH: +91-79-61400400 I FAX: +91-79-61400401 I EMAIL: [email protected] I WWW.RUSHIL.COM

NOTICE OF 27[TH] ANNUAL GENERAL MEETING

NOTICE is hereby given that the Twenty Seventh (27[th] ) Annual General Meeting (‘AGM’) of the members of Rushil Décor Limited (CIN: L25209GJ1993PLC019532) will be held on Monday, 27[th] September, 2021 at 11:15 A.M. through Video Conference (VC) or Other Audio Visual Means (OAVM), to transact the businesses as mentioned below:

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31[st] March, 2021 and the Report of the Board of Directors and Auditors thereon.

2. To declare final dividend of 0.50 (Fifty Paisa) per Equity Share of 10/- each for the Financial Year ended 31[st] March, 2021.

3. To appoint a Director in place of Mr. Ramnikbhai T. Kansagara (DIN: 08341541), who retires by rotation and, being eligible, offers himself for re-appointment.

4. To appoint Statutory Auditors and to fix their remuneration in place of retiring auditors and in this regard, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the recommendation of the Audit Committee and as approved by the Board of Directors of the Company, M/s. Pankaj R. Shah & Associates, Chartered Accountants (Firm Registration No. 107361W), be and are hereby appointed as statutory auditors of the Company, in place of retiring auditors M/s. Parikh & Majmudar, Chartered Accountants (Firm Registration No. 107525W), to hold office from the conclusion of Twenty Seventh (27[th] ) Annual General Meeting until the conclusion of the Thirty Second (32[nd] ) Annual General Meeting on such remuneration as may be mutually decided by the Board of Directors of the Company and the Statutory Auditors.”

Special Business:

5. Appointment of Mr. Kantibhai A. Puj (DIN: 09273355) as an Independent Director of the Company for a Term of One Year

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :-

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and all other applicable

provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV, as amended from time to time (“Act”) and pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time(“Listing Regulations”), Mr. Kantibhai A. Puj (DIN: 09273355) who was appointed as an Additional Director categorized as an Independent Director with effect from 13[th] August, 2021 by the Board of Directors, who holds office upto the date of this Annual General Meeting under Section 161 of the Act, and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors, and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member proposing candidature for the office of Director and who has submitted a declaration that he meets the criteria for independence as provided in the Act and Listing Regulations, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of One year from 13[th] August, 2021 to 12[th] August, 2022.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

6. To Appoint Mr. Rushil Krupesh Thakkar (DIN: 06432117) as a Director of the Company, liable to retire by rotation

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :-

“ RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time (“Act”), Mr. Rushil Krupesh Thakkar (DIN: 06432117) who was appointed as an Additional Director of the Company with effect from 13[th] August, 2021 by the Board of Directors, who holds office upto the date of this Annual General Meeting under Section 161 of the Act, and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors, and being eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member

ANNUAL REPORT 2020-21

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Notice (Contd.)

proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.

7. To appoint Mr. Rushil Krupesh Thakkar (DIN: 06432117) as an Executive Director of the Company and fix his remuneration.

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :-

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and all other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and read with Schedule V, as amended from time to time (“Act”) and pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“Listing Regulations”), approval of the members of the Company be and is hereby accorded for the appointment of Mr. Rushil Krupesh Thakkar (DIN: 06432117) as Whole-time Director designated as an Executive Director of the Company for a period of 5 years with effect from 13[th] August, 2021 to 12[th] August, 2026, who is liable to retire by rotation on such terms and conditions of appointment including remuneration as recommended by the Nomination and Remuneration Committee and the Board of Directors, which is set out in the explanatory statement annexed to the notice convening this annual general meeting.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to vary, alter terms of appointment (including change in designation), enhance, or widen the scope of remuneration (including Fixed Salary and Increments thereto) payable to Mr. Rushil Krupesh Thakkar during his tenure as Whole Time Director of the Company to the extent permitted under Section 197 read with Schedule V of the Act and other applicable provisions, if any, of the Act, without being required to seek any further consent or approval of the member(s) of the Company provided that any such variation in remuneration shall not exceed any amount permitted to be paid to Mr. Rushil Krupesh Thakkar, as specified in the resolution above.

RESOLVED FURTHER THAT in terms of applicable provisions and Schedule V of the Act wherein any Financial Year during the currency of tenure of Mr. Rushil Krupesh Thakkar, the Company has no profits or its profits are inadequate, the Company may pay the remuneration to Mr. Rushil Krupesh Thakkar, within the limits as set out under Schedule V to the Act (including any statutory modification (s) or reenactment) as the minimum remuneration, subject to necessary approvals and compliances as per the applicable provisions of the Act, if any.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to do all such acts, deeds and things as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director (s) or Company Secretary to give effect to the aforesaid resolution.”

By Order of the Board, For Rushil Décor Limited

Date: 13[th] August, 2021 Hasmukh K. Modi Place: Ahmedabad Company Secretary

NOTES:

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), setting out the material facts with respect to the Special Business set out in the Notice is annexed hereto and forms part of this Notice.
General instructions for accessing and participating in the AGM through VC/OAVM Facility and voting through electronic means including remote e-Voting:
(a) In view of the COVID-19 pandemic, social distancing is a norm to be followed and therefore, the Ministry of Corporate Affairs (“MCA”) vide its Circular No. 14/2020 dated 8[th] April, 2020, Circular No.17/2020 dated 13[th] April, 2020 and Circular No. 20/2020 dated 5[th] May, 2020 read with Circular No. 02/2021 dated 13[th] January, 2021, (“MCA Circulars”) allowed companies whose AGMs were due to be held in the year 2020 or become due in the year 2021, to conduct their AGMs on or before 31[st] December, 2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020. In compliance with the above circulars, the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, physical attendance of the Members to the AGM venue is not required and thus, the AGM of the Company is being held

RUSHIL DÉCOR LIMITED

Notice (Contd.)

through video conferencing (VC) or other audio visual means (OAVM). The deemed venue for the 27[th ] AGM shall be the Registered Office of the Company.

(b) In terms of MCA Circulars and SEBI Circulars, since the AGM will be held through VC/OAVM, physical attendance of the Members has been dispensed with. Accordingly, the facility of appointment of proxies by Members will not be available for the AGM. However, the Corporate Members intending to send their authorized representatives to attend the AGM through VC/OAVM are requested to send a certified copy of the Board Resolution/ Power of Attorney authorizing their representative to attend and cast their votes through e-voting.
(c) Members may join the AGM through VC/OAVM by following the procedure as mentioned below which shall be kept open for the Members from 15 minutes before the scheduled to start the AGM and the Company may close the window for joining the VC/OAVM facility 15 minutes after the scheduled time of the commencement of the Meeting.
(d) Members may note that VC/OAVM facility, provided by NSDL, allows participation for atleast 1000 members on a first-come-first-served basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. can attend the AGM without restriction on account of first- come-first-served principle.
(e) The Members attending the AGM through VC/ OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
(f) Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Secretarial Standard on General meeting (SS-2) issued by the Institute of Company Secretaries of India (“ICSI”) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) read with MCA Circulars and SEBI Circulars, the Company is providing (i) facility of remote e-voting for voting before the AGM and (ii) facility of e-voting at the AGM to its Members in respect of the business to be transacted at the AGM to be

held through VC/OAVM.

(g) National Securities Depository Limited (“NSDL”) will be providing the remote e-voting facility for participation in the AGM through VC/OAVM Facility and e-voting during the AGM.
(h) In terms of the MCA Circulars and SEBI Circulars, Notice of the AGM and the Annual Report for the Financial Year 2020-21 including therein the Audited Financial Statements for the Financial Year 2020-21, will be available on the website of the Company at www.rushil.com and also available on the website of BSE Limited at www. bseindia.com. The Notice of AGM will also be available on the website of NSDL at www.evoting. nsdl.com.
(i) Since the AGM will be held through VC/OAVM Facility, the Route Map is not annexed in this Notice.
Instructions for Members for Remote E-Voting are as under:
(a) The remote e-Voting period begins on 23[rd] September, 2021 at 9:30 A.M. IST and ends on 26[th] September, 2021 at 5:00 P.M. IST. The remote e-Voting module shall be disabled by NSDL for voting thereafter.
(b) A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.
(c) The process and manner of remote e-Voting are as under:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

(A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by listed companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

ANNUAL REPORT 2020-21

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Notice (Contd.)

Type of shareholders	Type of shareholders	Type of shareholders		Login Method	Login Method
Individual Shareholders				I.	If you are already registered forNSDL IDeAS facility, please visit the e-Services
holding	securities		in		website of NSDL. Open web browser by typing the following URL:https://eservices.
demat mode with		NSDL.			nsdl.com/either on a Personal Computer or on a mobile. Once the home page of
					e-Services is launched, click on the“Benefcial Owner”icon under “Login” which
					is available under“IDeAS”section. A new screen will open. You will have to enter
					your User ID and Password. After successful authentication, you will be able to see
					e-Voting services. Click on “Access to e-Voting” under e-Voting services and you
					will be able to see e-Voting page. Click on options available against Company name
					ore-Voting service provider - NSDLand you will be re-directed to NSDL e-Voting
					website for casting your vote during the remote e-Voting period or joining virtual
					meeting & voting during the meeting.
				II.	If the user is not registered for IDeAS e-Services, option to register is available at
					https://eservices. nsdl.com. Select“Register Online for IDeAS”Portal or click at
					https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp.
				III.	Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
					https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile.
					Once the home page of e-Voting system is launched, click on the icon “Login” which
					is available under ‘Shareholder/Member’ section. A new screen will open. You will
					have to enter your User ID (i.e. your sixteen digit demat account number held with
					NSDL), Password/OTP and a Verifcation Code as shown on the screen. After
					successful authentication, you will be redirected to NSDL Depository site wherein
					you can see e-Voting page. Click on options available against Company name or
					e-Voting service provider - NSDLand you will be redirected to e-Voting website
					of NSDL for casting your vote during the remote e-Voting period or joining virtual
					meeting & voting during the meeting.
Individual Shareholders				1.	Existing users who have opted for Easi / Easiest, they can login through their user
holding	securities		in		id and password. Option will be made available to reach e-Voting page without
demat mode with		CDSL			any further authentication. The URL for users to login to Easi / Easiest arehttps://
					web.cdslindia.com/myeasi/home/loginorwww.cdslindia.comand click on New
					System Myeasi.
				2.	After successful login of Easi/Easiest the user will be also able to see the E Voting
					Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click on
					NSDLto cast your vote.
				3.	If the user is not registered for Easi/Easiest, option to register is available athttps://
					web.cdslindia. com/myeasi/Registration/EasiRegistration.
				4.	Alternatively, the user can directly access e-Voting page by providing demat
					Account Number and PAN No. from a link inwww.cdslindia.comhome page. The
					system will authenticate the user by sending OTP on registered Mobile & Email
					as recorded in the demat Account. After successful authentication, user will be
					provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.
Individual Shareholders				You	can also login using the login credentials of your demat account through your
(holding	securities		in	Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login,
demat	mode)	login		you	will be able to see e-Voting option. Once you click on e-Voting option, you will be
through	their depository			redirected to NSDL/CDSL Depository site after successful authentication, wherein you
participants				can	see e-Voting feature. Click on options available against Company name ore-Voting
				service provider-NSDLand you will be redirected to e-Voting website of NSDL for casting
				your vote during the remote e-Voting period or joining virtual meeting & voting during the
				meeting.

RUSHIL DÉCOR LIMITED

Notice (Contd.)

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:

CDSL:
Login Type	Helpdesk Details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at toll free no.: 1800 1020 990 and 1800 22 44 30.
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@ cdslindia.comor contact at 022- 23058738 or 022-23058542-43.

(B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders/ Members’ section.
A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary IDis 12 then your user IDis 12
c) For Members holding shares in Physical Form.	EVEN (e-Voting Event Number) followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:
(i) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
(ii) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

ANNUAL REPORT 2020-21

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Notice (Contd.)

(iii) How to retrieve your ‘initial password’?
- (a) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (b) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered .
If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
(i) Click on “ Forgot User Details/ Password ?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting. nsdl.com.
(ii) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl. com.
(iii) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
(iv) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
(v) After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
(vi) Now, you will have to click on “Login” button.
(vii) After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join Annual General Meeting on NSDL e-Voting system

How to cast your vote electronically and join AGM on NSDL e-Voting system?

I. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
II. Select “EVEN” of Rushil Décor Limited for which you wish to cast your vote during the remote e-Voting period and casting your vote during the Annual General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
III. Now you are ready for e-Voting as the Voting page opens.
IV. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
V. Upon confirmation, the message “Vote cast successfully” will be displayed.
VI. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
VII. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

I. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory (ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
II. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

RUSHIL DÉCOR LIMITED

Notice (Contd.)

III. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for members and e-voting user manual for members available at the “Download” section of www.evoting. nsdl.com. For any further grievance related to the remote e-voting, members may call on the toll free no. 1800 1020 990 /1800 224 430 or mail at the designated email ids: evoting@nsdl. co.in . Members may also write to the Company Secretary at the Company’s email address at ipo@ rushil.com.
Process for those shareholders whose email ids are not registered for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this notice:
(a) Those Members, who hold shares in physical form or who have not registered their email address with the Company and who wish to participate in the AGM or cast their vote through remote e-Voting or through the e-Voting system during the meeting, may obtain the login ID and password by providing Folio No., Name of Shareholder, Complete Address, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self- attested scanned copy of Aadhar Card) to the email address of the Company at [email protected].
(b) If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
(c) Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
(d) In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by listed companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
Instructions for Members for e-Voting during the AGM are as under:-
(a) Members may follow the same procedure for e-voting during AGM as mentioned above for remote e-voting.
(b) Only those Members, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
(c) The Members who have cast their vote by remote e-Voting prior to the AGM may also participate in the AGM through VC/ OAVM facility but shall not be entitled to cast their vote again.
(d) The details of the authority who may be contacted for any grievances connected with the facility for e-voting before or during the AGM shall be the same as mentioned for remote e-voting (Refer instruction no. 3).
Instructions for Members for attending the AGM through VC/OAVM are as under:
(a) Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against Company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned above in the notice to avoid last minute rush.
(b) Members are encouraged to join the Meeting through Laptops for better experience.
(c) Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

ANNUAL REPORT 2020-21

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Notice (Contd.)

(d) Please note that Members connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
(e) Members can submit their questions at least 48 hours before the commencement of AGM with regard to Annual Report, Financial Statements or any other matter to be placed at the AGM. Members may send their request from their registered email address mentioning their name, demat account number/ folio number, email id, mobile number at email address of the Company at [email protected]. The same will be replied by the Company suitably.
(f) Members who would like to ask questions during the AGM with regard to Annual Report, Financial Statements or any other matter to be placed at the AGM, need to register themselves as a speaker by sending their request, on or before Friday, 24[th] September, 2021, from their registered e-mail address mentioning their name, demat account number/folio number, email id, mobile number at email address of the Company at [email protected]. Those Members who have registered themselves as a speaker will only be allowed to ask questions during the AGM, depending upon the availability of time.
Pursuant to the MCA Circulars and SEBI Circulars and in view of the prevailing situation, owing to the difficulties involved in dispatching of physical copies of the Notice of the AGM and the Annual Report for the Financial Year 2020-21 including therein, the Audited Financial Statements for Financial Year 2020-21, Auditor’s report, Board’s report, along with all the annexures are being sent only by email to those Members whose email addresses registered with the Company / Depository Participants. Therefore, the Members, who wish to receive the Notice of the AGM and the Annual Report for the year 2020-21 and all other communication sent by the Company, from time to time, are requested to update their email address with the Company / its RTA (in case of shares held in physical mode) by sending the request at [email protected] and Depository Participants (in case of shares held in demat mode).
The Register of Members and Share Transfer Books of the Company will remain closed from 21[st] September,
2021 to 27[th] September, 2021 (both days inclusive) for the purpose of determining the names of Members eligible for dividend on equity shares, if declared at the AGM.
The Board of Directors has recommended Final Dividend of ` 0.50 (Fifty Paisa) per Equity Share for the Financial Year ended 31[st] March, 2021, subject to the approval of the shareholders at the AGM.
The dividend, if any, approved by the Members will be paid, as per the mandate registered with the Company or with their respective Depository Participants. In case the dividend declared at AGM could not be paid due to non-availability of the details of the bank account, the Company shall dispatch the dividend warrant, Cheque, Demand Draft to such shareholder by post or courier.
In case of joint holders, the Member whose name appeared as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM and the dividend will be paid in the name of such first holder in the order of names.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of Members w.e.f. 1[st] April, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to Members at the prescribed rates. For the prescribed rates for various categories, the Members are requested to refer to the Finance Act, 2020 and amendments thereof. The Members are requested to update their PAN with the Company / its RTA (in case of shares held in physical mode) and Depository Participants (in case of shares held in demat mode). For all Members - details that should be completed and /or updated, as mentioned below:

Resident Member

A Resident individual member with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G (applicable to an individual below the age of 60 years) /15H (applicable to an individual above the age of 60 years), to avail the benefit of non-deduction of tax at source.
Members are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. Further, the Finance Act 2021 has proposed higher TDS rate for non-filers of income tax return for immediate past two years (u/s 206AB), accordingly in such case tax will be deducted at a higher rate of 20%.

RUSHIL DÉCOR LIMITED

Notice (Contd.)

Mutual Funds which are exempted under section 196(iv) / 197A(1F) of the Income Tax Act, 1961 (hereinafter referred as “the Act”) are required to provide self-attested SEBI registration certificate along with a declaration that they are covered under clause (23D) of section 10 of the Act.
Alternative Investment Fund (AIF) established in India to submit a documentary evidence that concerned ‘Investment Fund’ is a fund as defined in clause (a) of the Explanation 1 of section 115UB of the Act; and a declaration that its dividend income is exempt under section 10(23FBA) of the Act.
Provident Fund, Superannuation Fund, Gratuity Fund, Pension Fund and ESI Fund whose income is exempt under section 10 of the Act and on which TDS is not required to be deducted are required to provide self-attested valid documentary evidence (like approval granted by Income Tax Officer / Commissioner, relevant copy of registration, etc.)
Insurance Companies are entitled for TDS exemption under section 194 of the Act and are required to provide self- attested IRDA registration certificate.
If any Member has obtained lower / nil withholding tax certificate under the Act, then TDS will be deducted at lower / nil rate mentioned on the certificate (self-attested copy of the certificate is required).
If any other member is entitled for exemption then valid self-attested documents (like registration copy, income tax order, etc.) are required to be provide for claiming exemption from TDS.

Non-Resident Member

Non-resident Members including FII& FPI can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Self-attested copy of valid Tax Residency Certificate (TRC) for the tax year 202122 obtained from the tax authorities of the country of which the member is a resident, declaration in Form 10F, Self-attested copy of PAN, any other document which may be required to avail the tax treaty benefits.
If any member has obtained lower / nil withholding tax certificate under the Act, then TDS will be deducted at lower / nil rate mentioned on

the certificate (self-attested copy of the certificate is required).

If any member is entitled for exemption then valid self-attested documents (like registration copy, order, etc. by Indian Tax Authorities) are required to be provide for claiming exemption from TDS.

All these documents duly completed and signed are required to be send by email to [email protected] with cc to [email protected] by 24[th] September, 2021.

Note: Please always quote your registered Folio Number/DP-ID & Client-ID, PAN, while communicating/ submitting documents as mentioned above with the Company.

Other General Information to Members

Application of TDS rate is subject to necessary due diligence and verification by the Company of the member details as available in register of Members on the Book Closure Date and above prescribed documents. In case of ambiguous, incomplete or conflicting information, or the valid information/documents not being provided, the Company will arrange to deduct tax at the maximum applicable rate.
The Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction on dividend paid to members. Application of beneficial DTAA Rate shall depend upon the completeness and satisfactory review by the Company, of the documents submitted by NonResident member.
In case TDS is deducted at a higher rate, an option is still available with the member to file the return of income and claim an appropriate refund, if eligible.
In case dividend income is assessable in the hands of person other than member then declaration needs to be provided by member for the same as per Rule 37BA of the Income Tax Rules, 1962.
In the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission of information provided / to be provided by the Member/s, such Member/s will be responsible to indemnify the Company against all claims, demands, penalties, losses etc. and also, provide the Company with all information / documents and co-operation in any appellate proceedings. No claim shall lie against the Company for such taxes deducted.

ANNUAL REPORT 2020-21

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Notice (Contd.)

Above communication on TDS sets out the provisions of law in a summary manner only and does not purport to be a complete analysis or listing of all potential tax consequences. Members should consult with their own tax advisors for the tax provisions applicable to their particular circumstances.
For payment of dividend to the Members holding shares in electronic mode, the Company will use bank particulars registered against their respective depository accounts. In cases where the core banking details are not available, dividend warrants / demand draft may be issued to the Members with bank details printed thereon as available in the Company’s records. Accordingly, Members holding shares in demat form, are requested to update their Electronic Bank Mandate with their Depository Participants.
Members of the Company are informed that pursuant to the applicable provisions of the Companies Act, 2013, the dividends that remain unpaid/unclaimed for a period of 7 (seven) years from the date of transfer to the unpaid dividend account and underlying equity shares on which dividend remain unpaid/ unclaimed for a period of 7 (seven) consecutive years are required to be transferred to the Investor Education & Protection Fund (“IEPF”) Authority established by the Central Government.
Members are requested to note that the details of the unclaimed dividends are available on the Company’s website at https://rushil.com/investor_relationship. php#IEPF and Ministry of Corporate Affairs – IEPF Authority at www.iepf.gov.in. The Members/ claimants whose shares or unclaimed dividend (s) have been transferred to IEPF Authority may claim the shares or apply for refund by making an online application to IEPF Authority in e-form IEPF-5 (available on www. iepf.gov.in). The Member / claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.

Members who have not encashed their dividend warrant(s) are requested in their own interest to write to the Company / RTA immediately claiming the Dividend(s) declared by the Company pertaining to the Financial Year ended 31[st] December, 2014 to the Financial Year ended 31[st] March, 2020. Kindly note that once the amount and/or shares is transferred to the IEPF Authority, no claims shall lie against the Company. However, the members can claim such amount and shares from the Authority in the manner prescribed in IEPF Rules.

Members may address all the correspondences relating to dividend, dividend transferred to IEPF, change of address, share transfer, transmission, nomination etc. to the Company at [email protected] or RTA at investor@ bigshareonline.com.
To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.
As SEBI has mandated that transfer of securities in a listed Company will be processed only if the securities are held in dematerialized form, the Members, who have not yet got their shares de-materialized, are requested to opt for the same in their own interest and send their share certificates through Depository Participant (s) with whom they have opened the dematerialization account to the Company’s RTA.
Electronic copy of all the documents referred to in the accompanying Notice of the AGM and the Explanatory Statement shall be available for inspection in the Investor Relationship Section of the website of the Company at www.rushil.com.
During the AGM, Members may access the scanned copy of Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act, upon Log-in to NSDL e-Voting system at https://www.evoting.nsdl. com.
The relevant details, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India in respect of Directors seeking appointment/ reappointment are also made available in this Notice.

RUSHIL DÉCOR LIMITED

Notice (Contd.)

As per Section 118(1) of the Companies Act, 2013 read with the Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India, “No gifts, gift coupons or cash in lieu of gifts shall be distributed to the members in connection with the meeting”.
Other Guidelines for Members:
(a) This Notice is being sent to all the Members whose names appear as on 27[th] August, 2021, in the Register of Members or in the Register of beneficial owners as received from Bigshare Services Private Limited, the Registrar and Transfer Agent (“RTA”) of the Company.
(b) A person whose name is recorded in the Register of Members or in the Register of beneficial owners maintained by the depositories as on 20[th] September, 2021, (“Cut-Off date”) only shall be entitled to avail the facility of remote e-voting. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as of the Cut-Off date.
(c) Any person holding shares in physical form and non- individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is send through e-mail and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected] . However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using

“Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting. nsdl.com or call on toll free no. 1800 1020 990 and 1800 224 430 . In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned in the Notice of the AGM under “Access to NSDL e-Voting system”.

(d) Mr. Shalin Jain, Company Secretary in Practice (COP No. 21379) having consented to act as a scrutinizer has been appointed as “Scrutinizer” for scrutinizing the e-voting process in a fair and transparent manner.
(e) The Scrutinizer shall, immediately after the conclusion of e-voting at the AGM and thereafter unblock the votes casted through remote e-voting. The Scrutinizer will submit the report to the Chairman, or any person authorized by him after completion of the scrutiny and the results of voting will be announced after the AGM of the Company.
(f) The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company at www.rushil.com and on the website of NSDL at www.evoting.nsdl.com immediately after the declaration of Results by the Chairman or a person authorized by him. The results shall also be immediately forwarded to the BSE Limited and the National Stock Exchange of India Limited, where the equity shares of the Company are listed.

ANNUAL REPORT 2020-21

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Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013

For Item No. 4

Appointment of M/s. Pankaj R. Shah & Associates, Chartered Accountants as the Statutory Auditor of the Company.

Present Auditor:

The Members of the Company had approved the appointment of M/s. Parikh & Majmudar, Chartered Accountants (Firm Registration No. 107525W), as the Statutory Auditors of the Company to hold office for a period of five years i.e. from the conclusion of the 22nd AGM [held in 2016] until the conclusion of the 27th Annual General Meeting of the Company. The present remuneration of the auditor for conducting the audit for the financial year 2020-21, is 500000 (Rupees Five Lacs Only), including Tax audit fees of 150000 excluding applicable taxes and out-of-pocket expenses and certification fees, if any. The auditor will complete their present term on conclusion of this AGM in terms of the aforesaid and Section 139 of the Companies Act, 2013 (“the Act”) read with the Companies (Audit and Auditors) Rules, 2014. On completion of its present term, the Auditor is ineligible for re-appointment pursuant to Section 139, 141(3)(g) and 144 of the Act.

Proposed Auditor:

Pursuant to the recommendation of the Audit Committee, the Board of Directors of the Company, recommended for the approval of the Members, the appointment of M/s. Pankaj R. Shah & Associates, Chartered Accountants [Firm Registration Number: 107361W], as the Auditors of the Company for a period of 5 (Five) years i.e. from the conclusion of this Meeting till the conclusion of the 32nd Annual General Meeting of the Company.

While considering the candidature of the auditor, the Audit Committee considered various parameters like capability to serve a diverse and complex business landscape as that of the Company, audit experience, market standing of the firm, clientele served, technical knowledge etc., and found the auditor to be best suited to handle the scale, diversity and complexity associated with the audit of the financial statements of the Company.

M/s. Pankaj R. Shah & Associates, was established in 1977 in Ahmedabad. They are peer review certified firm by Peer Review Board of the Institute of Chartered Accountants of India. The Firm is having Four Partners and Staff of around 100 people. The firm is specializes in auditing, accounting and other mainstream business Advisory Service. The audit firm has confirmed that the appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act and is not disqualified to be appointed as Statutory

Auditor in terms of the provisions of the proviso to Section 139(2) and Section 141 of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. The firm has provided its eligibility certificate(s) and consent to act as the Statutory Auditor.

None of the directors and/or key managerial personnel of the Company and/or their relatives, are in any way concerned or interested (financially or otherwise), in the proposed ordinary resolution, except to the extent of their shareholding in the Company, if any.

For Item No. 5

The Board of Directors of the Company (‘the Board’) at the meeting held on 13[th] August, 2021, on the recommendation of the Nomination & Remuneration Committee (‘the Committee’), recommended for the approval of the Members, the appointment of Mr. Kantibhai A. Puj (DIN: 09273355) as a Director and also as an Independent Director of the Company for a term of one year with effect from 13[th] August, 2021 upto 12[th] August, 2022, as set out in the Resolution relating to his appointment.

Mr. Kantibhai A. Puj, pursuant to Section 152 of the Companies Act, 2013 (‘the Act’), has given his consent to act as a Director of the Company, and the Company has also received requisite Notice, pursuant to Section 160 of the Act, proposing his appointment as a Director of the Company. Declaration has also been received from Mr. Kantibhai A. Puj that he meets the criteria of independence prescribed under Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

In the opinion of the Board, Mr. Kantibhai A. Puj fulfils the conditions specified in the Act & the Rules thereunder and the Listing Regulations for appointment as an Independent Director, and he is independent of the management of the Company.

The brief profile and particulars of Mr. Kantibhai A. Puj is as follows. The other Information as required under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India is mentioned in the Annexure to the Explanatory Statement attached herewith.

Mr. Kantibhai A. Puj has wide experience as an advocate in the High Court of Gujarat at Ahmedabad and in the City Civil Court as well as Income Tax Appellate Tribunal. He has also the experience as a Part-time Lecturer in Law College(s) at Ahmedabad for more than 15 years. From

RUSHIL DÉCOR LIMITED

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 (Contd.)

December, 2001 to April 2011 he served as a Judge of the High Court of Gujarat, Ahmedabad. From October, 2012 to April, 2016, he served as President of Gujarat VAT Tribunal at Ahmedabad. He has also worked in the Commission of Inquiry to inquire into the alleged police atrocities during 25[th] August, 2015 to 30[th] September, 2015 in relation to Patidar Reservation Agitation. In March, 2018, He was appointed as Chairperson of Fees Regulatory Committee, Ahmedabad Zone, Ahmedabad. He Demitted office as Chairperson of Fee Regulatory Committee, Ahmedabad Zone, Ahmedabad in the month of February, 2021. Presently he is doing independent professional work of consultation, opinion, advice and arbitration

The Committee and the Board are of the view that the association of Mr. Kantibhai A. Puj and the rich experience he brings with him would benefit the Company as he possesses appropriate skills, expertise and competencies.

He would be entitled to sitting fees for attending the meetings of the Board & its Committees as approved by the board of directors in respect of the Non-Executive Directors Pursuant to Sections 149, 152, 160 and all other applicable provisions, if any, of the Act, the Companies (Appointment and Qualifications of Directors) Rules, 2014 read with Schedule IV to the Act and Regulations, approval of the members by way of resolution is required for the appointment of Mr. Kantibhai A. Puj for a term of One Year from 13[th] August, 2021 up to 12[th] August, 2022. Accordingly, the Board recommends this Resolution for your approval.

A copy of the draft letter of appointment of Mr. Kantibhai A. Puj setting out the terms and conditions is available for inspection without any fee at the registered office and corporate office of the Company during normal business hours on working days upto the date of the Annual General Meeting.

Except Mr. Kantibhai A. Puj and his relatives, none of the other Directors and Key Managerial Personnel of the Company, or their relatives are interested in this Resolution.

For Item No. 6 and 7

The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has appointed Mr. Rushil Krupesh Thakkar (DIN: 06432117) (Mr. Rushil) as an Additional Director of the Company under Section 161 of the Companies Act and Articles of Association, with effect from 13[th] August, 2021.

In terms of Section 161 of the Companies Act, Mr. Rushil holds office only upto the date of the forthcoming Annual General Meeting and is eligible for appointment as a Director. The Company has received a Notice under Section

160 of the Companies Act from a Member signifying his intention to propose Mr. Rushil’s appointment as a Director.

The Board (based on the recommendation of Nomination and Remuneration Committee) has also appointed Mr. Rushil as the Whole time Director categorised as an Executive Director of the Company for a period of five years from 13[th] August, 2021 upto 12[th] August, 2026, upon the terms & conditions hereinafter indicated, subject to approval of the Members. In his capacity as an Executive Director, Mr. Rushil will be focusing on driving and leading to the business apart from other key initiatives.

The approval of the members by way of ordinary resolution is sought for appointment of Mr. Rushil as an Executive Director and for payment of remuneration to him for a period of 5 years from 13[th] August, 2021 to 12[th] August, 2026. The broad particulars of the terms and conditions of appointment including remuneration payable to Mr. Rushil are as follows:

1. Mr. Rushil, Executive Director, shall, subject to the supervision and control of the Board of Directors and shall carry out such duties and exercise such powers as may be entrusted or delegated to him by the Board of Directors.

2. Period of agreement: 5 years from 13[th] August, 2021 to 12[th] August, 2026.

3. Remuneration comprising of salary and perquisites/ benefits shall be as follows:

A. SALARY: 8,00,000/- per month
B. BENEFITS, PERQUISITES AND OTHER ALLOWANCES:

Perquisites, Allowances and other benefits as decided by the Company will be provided and it will be considered in aggregate remuneration except perquisites prescribed under Section IV of Part II of Schedule V of the Companies Act, 2013, if any provided by the Company, which shall not be included in the computation of the ceiling on remuneration as prescribed under Section 197 of the Companies Act, 2013.

4. Minimum remuneration

Where in any financial year, during the tenure of Mr. Rushil, Executive Director, the Company has no profits or its profits are inadequate, the Company shall pay to Mr. Rushil, Executive Director, remuneration by way of salary and perquisites not exceeding the limits as specified under Section II of Part II of Schedule V to the Act, as amended from time to time.

ANNUAL REPORT 2020-21

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Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 (Contd.)

5. Mr. Rushil, Executive Director shall be entitled to reimbursement of all actual expenses or charges including travel, entertainment or other out of pocket expenses incurred by him for and on behalf of the Company, in furtherance of its business.

6. The terms and conditions of the said appointment and/ or agreement may be altered, enhanced or varied from time to time by the Board as it may, in its discretion, deem fit.

7. Mr. Rushil, Executive Director shall not be entitled to receive any fees for attending meetings of the Board/ Committee.

The brief profile and particulars of Mr. Rushil Thakkar is as follows. The other Information as required under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India is mentioned in the Annexure to the Explanatory Statement attached herewith.

Mr. Rushil Thakkar is graduate and since 8 years, he is associated with the Company, directly or indirectly. Before the date of his appointment as director, he was working in the Company as Sr. Vice President (General). He was actively involved in the implementation of Andhra Pradesh Thin & Thick MDF project. He has a

wide experience of around 8 years in the Laminate Industry, MDF Board Industry, Laminated Flooring Industry etc. He is trust worthy and has given his contribution for expansion and development of the Company.

He has wide experience and expertise about the quality and rate of raw material, functioning of plant and machinery, customer requirements, administration and management, budgeting in the MDF Board and Laminated Flooring segment.

The Board, based on the recommendation of the Nomination and Remuneration Committee recommends the ordinary resolutions as set out at item nos. 6 and 7 of this notice.

Mr. Rushil Thakkar, Mr. Krupesh G. Thakkar, Managing Director and Mr. Ghanshyambhai A. Thakkar, Director are related to each other. Mr. Rushil is the son of Mr. Krupesh G. Thakkar and grandson of Mr. Ghanshyambhai A. Thakkar. Their relatives are concerned or interested in the resolutions as set out at item nos. 6 and 7 of this notice.

None of the other directors and key managerial personnel or their relatives are interested financially or otherwise in the resolution as set out in item nos. 6 and 7 of this notice.

RUSHIL DÉCOR LIMITED

Annexure to item No. 3, 5, 6 & 7 of the Notice

Information as required under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India with respect to the Appointment / Re-appointment of Directors at the ensuing Annual General Meeting is as under:

Name of the Director	Mr. Rushil Krupesh Thakkar	Mr. Ramanikbhai Tejabhai Kansagra	Mr. Kantibhai A. Puj
Director Identifcation Number	06432117	08341541	09273355
Designation	Executive Director	Executive Director	Non-executive Independent Director
Date of Birth	29thSeptember, 1992	15thSeptember, 1963	02ndMay, 1949
Date of joining the Board	13thAugust, 2021	2ndFebruary, 2019	13thAugust, 2021
Qualifcation	Bachelor of Commerce, Gujarat University	Undergraduate	Master degree in Arts (M.A) and L.L.M from Gujarat University
Nature of expertise in specifc functional areas	Business Management, Marketing, Project development and implementation etc.	Vast experience in production of laminate sheets	Corporate Law, Income tax, Arbitration etc.
No. of shares held in the Company as on 31st March, 2021 (In his personal capacity)	300420	NIL	NIL
Directorships in other listed companies (Other than Rushil Décor limited)	NIL	NIL	NIL
committee Memberships/ chairmanship held in other companies (Other than Rushil Décor limited)	NIL	NIL	NIL
Disclosure of relationships between Directors inter-se	He is son of Mr. Krupesh G. Thakkar, Managing Director of the Company and grandson of director Mr. Ghanshyambhai A. Thakkar.	No relationship	No relationship

By Order of the Board, For Rushil Décor Limited

Date: 13[th] August, 2021 Place: Ahmedabad

Hasmukh K. Modi Company Secretary

ANNUAL REPORT 2020-21

AI assistant

Rushil Decor Limited AGM Information 2021

61709_rns_2021-09-03_7e626616-3b46-405a-a188-3b85d10fcc80.pdf