Royal Cushion Vinyl Products Ltd

The Company has achieved Revenue from operations of Rs. 5470.69 Lakhs as against Rs. 5209.25 Lakhs in the previous year. Other income includes Rs. 1065.21 lacs (Previous Rs. 1858.02 lacs) towards profit on sale of Land. The net Profit before exceptional items is Rs. 547.03 lacs as compared to Rs. 19.44 lacs in the previous year. Exceptional items represent written back of various liabilities/Provision which are no more payable.

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation.

The Board of Directors is unable to declare any dividend for the year 2023-2024.

Management Discussion and Analysis Report as required under Listing Agreement and LODR Regulations is disclosed separately in the Annual Report.

During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)

Rules 2014, as amended from time to time and as such there are no such overdue deposits outstanding as on 31^st March, 2024.

During the year the provision, as regards Corporate Social Responsibility (CSR ) is not applicable, as per the criteria defined under section 135 of the Companies Act, 2013

Details on conservation of energy, technology absorption, foreign exchange earnings and outgo is given in the Annexure “A” to this report.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2015 forms part of notes to financial statements provided in this Annual Report.

11. RELATED PARTY TRANSACTIONS

All related party transactions entered during the year were in the ordinary course of business and on an arm's length basis and were not material as per the Related Party Transactions Policy of the Company. Details of the related party transactions done during the year are part of the financial statements forming part of this Annual Report. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board, the policy may be accessed on the Company's website at www.rcvp.in. The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013 and rules made thereof as amended from time to time and as per the Related Party Transaction (RPT) policy of the Company during the financial year ended March 31, 2024, in prescribed Form AOC-2 is annexed to this Board's Report (Annexure-B).

12. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said rules are provided as an Annexure C in this annual report. The Company had no employee drawing remuneration in excess of the amount as mentioned under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Jayesh Motasha retires as director by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The Board of Directors comprises of one Executive Director and Three Non-Executive Directors. Mr. Mahesh. K. Shah, Chairman and Managing Director of the Company, Mr. Jayesh Motasha Non-Executive Directors and Mrs. Avani Jolly Pandit and **Mrs. Harsha Mukesh Shah Independent Directors.

** Mrs. Harsha Mukesh Shah resigned from the Board on 12^th April, 2024. The Board places on record her appreciation for the assistance and guidance provided to the Company.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Mr. Dhaval Vakharia is appointed as an Additional Independent Director from 12^th April, 2024. Pursuant to the provisions of section 149 and 152 of the Companies Act, 2013, his appointment is regularised as a Director by approval of the members through Postal Ballot for the period of five years from the date of appointment i.e. 12.04.2024.

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made there under and Listing Regulations.

None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority. Both the Independent Directors are not liable to retire by rotation.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Director retiring by rotation and eligible for re-appointment is furnished in the Notice of Annual General Meeting.

The Key Managerial Personnel (KMP) of the Company are: - Mr. Mahesh Shah- Managing Director, Mr. Vivek Motasha- Chief Financial Officer (CFO) and Mrs. Deepti Parekh- Company Secretary and Compliance Officer.

Mr. Suvrat Shah is appointed as a Chief Executive Officer (CEO) on 29/05/2024 w.e.f 01/06/2024. Mr. Vivek Motasha resigned from the post of Chief Financial Officer on 29/05/2024 and Mr. Omprakash Inani is appointed as a Chief financial Officer (CFO) from 01/06/2024.

14. DECLARATION FROM INDEPENDENT DIRECTORS

All independent directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the Listing Regulations.

15. BUSINESS REVIEW

Your Company has not changed its nature of business during the year under review.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts for the financial year ended 31^st March, 2024 the applicable accounting standards/practices had been followed along with proper explanation relating to material departures; if any. b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period; c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The annual financial statements have been prepared on a going concern basis. e) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There have been no material changes affecting the financial position of the Company, after the close of FY 2023-24 till the date of this Report.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

19. DETAILS OF SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

The Company has no subsidiaries/Joint venture/Associate Company incorporated or ceased in the year 2023-24.

20. DEMATERIALIZATION:

The Equity shares of the Company can be held in dematerialized form. We had informed to Universal Capital Securities Private Limited, Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.

Further as per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2019, unless the securities are held in the dematerialized form with the depositories. Therefore, shareholders are requested to take action to dematerialize the Equity Shares of the Company to eliminate all the risks associated with physical shares, promptly.

The International Securities Identification Number allocated to the Company is INE618A01011. The equity shares of the Company are listed at BSE Limited (BSE).

21. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

22. STATUTORY AUDITORS

During the Financial year 2023-24, M/s. Bipin & Co., Chartered Accountants , (ICAI Firm Registration No. 101509W) , Statutory Auditors of the Company has placed there resignation on 22/03/2024 due to validity of their peer review certificate had lapsed and as such, the renewal was under process, and the timeframe was not certain , further CA Amit D. Shah Partner of Bipin & Co., had recently passed through certain health issues. The Board has appointed M/s. Manek & Associates, Chartered Accountants (having Firm registration no: 0126679W with the Institute of Chartered Accountants of India (ICAI) and a Peer review Certificate No. 014682 issued by the Peer Board of ICAI), as Statutory Auditors of the Company to fill casual vacancy caused by the resignation of M/s. Bipin & Co., to hold office as the Statutory Auditors of the Company till the conclusion of the next Annual General Meeting of the Company to be held in calendar year 2024,the Members approved the same by way of postal ballot . The Auditors' Report for the Financial year 2023-2024 does not contain any qualification, reservation or adverse remark. The Auditors' Report is annexed alongwith financials of the Company. The said Auditors M/s. Manek & Associates is proposed to be appointed for five years from the conclusion of this Annual General Meeting to hold such office for a period of five years till the conclusion of the 45th Annual General Meeting.

23. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

24. PREVENTION OF INSIDER TRADING

The Board of Directors has approved the policy of Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.rcvp.in. All the Directors and designated employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

25. COST AUDITORS

In terms of the Companies (Cost Records and Audit) Rules, 2014 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company has maintained cost records for financial year 2023-24 in respect of its polymer's products. However, in terms of the said Rules, the requirement of cost audit is not applicable to the Company for the financial year 2023-24 as the turnover of the Company from these services is below the threshold limit prescribed in the said Rules for cost audit.

26. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board has appointed Mrs. Padma Loya, (Membership no. 25349, Certificate of Practice No. 14972) Practicing Company Secretaries of M/s. Loya and Shariff having Firm no. P2021TL085300 to conduct Secretarial Audit of the Company for the financial year 2023-2024.

The Annual Secretarial Compliance Report for the year ended 31^st March, 2024 under Regulation 24A issued by Mrs. Padma Loya, Practicing Company Secretaries of M/s. Loya and Shariff and submitted to BSE Limited.

The Secretarial Audit Report for the financial year 2023-24 is annexed herewith as Annexure “D” which forms part of the Board's report.

27. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE Limited where the Company's Shares are listed.

28. SHARE CAPITAL

During the financial year the Authorized Share Capital of the Company has increased from Rs. 30,00,00,000 to Rs. 50,00,00,000.

The Company has completed preferential issue of i) 66,21,250 equity shares of the Company having face value of INR 10/- each, to members of the Promoters and Promoter Group at an issue price of INR 40/- per equity share including premium of INR 30/- per equity share. Such preferential issue is against the conversion of their outstanding balance of unsecured loans given by promoters and promoters group to the Company. ii) 1,79,00,000 equity shares of the Company having face value of INR 10/- each at par, to private investors (non- Promoters) on preferential basis. Further, these shareholders will have voting rights at par with existing shareholders. The above shares are allotted in the meeting of the Board of Directors on the Company on 17.11.2023. The Company has also received Trading approval from BSE Ltd for these preferential shares vide letter dated 26.01.2024 from BSE Ltd. The funds have been utilized in the manner specified in the EOGM notice and there is no deviation in funds utilization.

29. ANNUAL RETURN

The Annual Return as required under section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website at www.rcvp.in.

30. POLICY ON DIRECTOR'S APPOINTMENT, REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee: the candidate should possess the positive attributes such as leadership, entrepreneurship, industrialist, business advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company; the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013; the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in case of appointment as an independent director; and the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company's business.

31. BOARD OF DIRECTORS MEETING

This information has been furnished under Report on Corporate Governance, which is annexed.

32. COMMITTEES OF THE BOARD

The Board has following Committees formed:

Audit Committee

Nomination & Remuneration Committee Stakeholders Relationship Committee

The details of the composition of committees, its roles and responsibility along with number of meetings held are given in the Report of Corporate Governance.

33. AUDIT COMMITTEE

The Audit Committee of the Board has been constituted as per the Listing Regulations and Section 177 of the Companies Act, 2013. Constitution, meetings, attendance and other details of the Audit Committee are given in corporate governance which forms a part of this Report.

34. VIGIL MECHANISM

The Board of Directors of the Company had adopted the Whistle Blower Policy in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Audit Committee reviews periodically the functioning of whistle blower mechanism. No complaints have been received during the Financial Year ended March 31, 2024. No personnel have been denied access to the Audit Committee during the Financial Year 2023-24.

The policy on Whistle Blower as approved by the Board of Directors is uploaded on Company's website i.e. www.rcvp.in.

35. RISK MANAGEMENT POLICY

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures and the same is reviewed by the Board periodically.

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace, to provide protection to employees at the workplace. The Company has not received any complaints of sexual harassment during the year.

37. CORPORATE GOVERNANCE

As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects. A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from the Auditors of the Company, forms part of this report.

38. CODE OF CONDUCT

The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code also incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on the Company's website www.rcvp.in. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Managing Director is given in this Report.

39. PERFORMANCE EVALUATION OF BOARD AND INDEPENDENT DIRECTORS

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board has carried out an evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

40. SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, the environment and health as the management responsibility. Regular employee training programs are carried out in the manufacturing facility on safety and environment.

41. DECLARATION BY INDEPENDENT DIRECTORS

All independent directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the Listing Regulations.

42. FAMILIARISATION PROGRAMME FOR DIRECTORS

A well-informed familiarized Board member can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders' aspirations and societal expectations. In pursuit of this, the Directors are updated on a continuing basis on changes / developments in the domestic / global corporate and industry scenario including those pertaining to statutes / legislations and economic environment, to enable them to take well informed and timely decisions.

43. SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards.

44. SCHEME OF ARRANGEMENT

The Board of the Directors of the Company in its Board Meeting held on 04th January, 2022, has considered and approved draft Scheme of Arrangement ("Scheme") in the nature of merger / amalgamation of , Royal Spinwell and Developers Private Limited, a group company with the Company (Royal Cushion Vinyl Products Limited ), , with effect from the Appointed Date of October 1, 2021 under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Company received the NOC letter from BSE Ltd as required under Regulation 37 of SEBI, LODR and company had filled the application in NCLT in Oct 2023. Pursuant to the order dated December 15, 2023 read with the addendum order dated December 22, 2023 from Hon'ble National Company Law Tribunal, Mumbai Bench, Mumbai (“NCLT”) , the Company has called meeting of it's Shareholders and Unsecured Creditors on 12.02.2024 . The Company has filed petition to NCLT alongwith all the documents on 12^th April, 2024 and awaiting for the next hearing date. The coming into effect of the Scheme is subject to receipt of necessary statutory, regulatory and contractual approvals, permissions, consents, sanctions, exemption as may be required under applicable laws, regulations or guidelines in relation to the Scheme. Pending the coming into effect of the Scheme, these financial statements are prepared without giving effect to the provisions of the Scheme and as such, these financial statements are subject to revision / modification upon coming into effect of the Scheme.

The Board of Directors of the Company at its meeting held on Tuesday, August 13, 2024, has considered and approved the Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") in the nature of merger / amalgamation of Natroyal Industries Private Limited ("NIPL" or "Transferor Company"), a related party and an entity related to the promoter and promoter group of the Company, with Royal Cushion Vinyl Products Limited ("RCVPL" or "Transferee Company") and their respective shareholders and creditors with effect from the Appointed Date of April 01, 2024 ("Scheme"). The Scheme is subject to the necessary statutory and regulatory approvals of (i) the shareholders and creditors of RCVPL and NIPL and other parties to the Scheme, as may be directed by the Hon'ble National Company Law Tribunal (“NCLT”), (ii) the BSE Limited ("Stock Exchange" or “BSE”) and (iii) any other contractual and regulatory approvals, permissions, consents, sanctions, exemption as may be required under applicable laws, regulations, guidelines in relation to the Scheme and as set out in the Scheme.

45. EXPANSION OF BUSINESS

The Board of Directors of the Company has considered a proposal and gave in-principle approval for undertaking expansion by setting up a manufacturing facility for production of the identified premium products, similar to the existing products manufactured by the Company. The said manufacturing facility is proposed to be set-up in the vacant land available with the Company at Garadhia, Gujarat, where the existing manufacturing facility is located. The expected cost of the project, comprising of construction of building, plant and machinery and working capital is estimated to be approximately INR 50 crores. The cost of the project is proposed to be funded through mix of debt and equity fund raise (preferential issue or other suitable mode of equity fund raise).

46. SALE OF LAND

The Company has sold part of its land situated at Garadhia, Taluka Savli, Vadodara for a consideration of Rs. 11.10 crores.

47. ACKNOWLEDGEMENT