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Shish Industries Ltd.

BSE: 540693 Sector: Industrials
NSE: N.A. ISIN Code: INE145Y01015
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NSE 05:30 | 01 Jan Shish Industries Ltd
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VOLUME 4000
52-Week high 48.00
52-Week low 32.00
P/E 18.00
Mkt Cap.(Rs cr) 16
Buy Price 34.00
Buy Qty 4000.00
Sell Price 37.00
Sell Qty 4000.00
OPEN 36.00
CLOSE 36.00
VOLUME 4000
52-Week high 48.00
52-Week low 32.00
P/E 18.00
Mkt Cap.(Rs cr) 16
Buy Price 34.00
Buy Qty 4000.00
Sell Price 37.00
Sell Qty 4000.00

Shish Industries Ltd. (SHISHINDUSTRIES) - Director Report

Company director report

Dear Shareholders

The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company") along with the audited financial statements for thefirst financial year ended March 31 2018.

Financial Highlights Amount in 7
Partictulars FY 2017-18
Revenue From Operations 83332198.58
Other Income 1222254.47
Total Income 84554453.05
Less: Total Expenses before Depreciation Finance Cost and Tax 68883414.39
Profit before Depreciation Finance Cost and Tax 15671038.66
Less: Depreciation & Amortizations 4913835.21
Less: Finance Cost 2298776.01
Profit Before Tax 8458427.44
Less: Current Tax 2207239.00
Less: Deferred tax Liability (Asset) 170151.00
Profit after Tax 6081037.44

During the year under review the revenue from operation of the Company was stood at 783332198.58. Further profit before tax in the financial year 2017-18 stood at 78458427.44 making net profit after tax of 7 6081037.44. I

ABOUT COMPANY

The Company was originally formed as Partnership firm in the name and style of"Shish Industries " through partnership deed dated July 5 2012 underPartnership Act 1932. Subsequently the constitution of partnership firm was changedthrough partnership deed dated September 15 2012. Further the place of registered officeof partnership firm "Shish Industries" was changed through Partnership Deeddated December 5 2014. Consequently the Constitution of Partnership Firm was changedthrough Partnership Deed dated January 9 2017 and Partnership Firm was converted intoPublic Limited Company - "Shish Industries Limited" on May 11 2017 under Part I(Chapter XXI) of the Companies Act 2013 vide certificate of incorporation issued byRegistrar of Companies Central Registration Center.

BUSINESS OVERVIEW

Your Company is engaged in manufacturing of "Saffguard" and"Stagguard" which are twin wall or Multi Wall Boards made from Plastic resinbought from world's best manufacturer. The Company manufacture mainly 1.3 meter widthcorrugated sheets ranging from 2mm to 5mm thickness and 1.6 meter ranging from 2mm to 12mmthickness. The Company also manufacture Plastic fluted boards which are available invarious thicknesses and colors ranging from 1.5 mm to 15 mm depending upon the requirementof the client. The Plastic hollow sheet has advantages over craft paper and wood productsthat it is weather and chemical resistant and will typically last longer giving long-termcost savings. The products are available in basic colour i.e. Yellow Siliver BlueWhite Black and Grey. However as per the requirement of clients the facility ofcustomized colors is also provided for bulk orders.

The company is also exporting its products to various countries viz U.A.E Myanmar andOman and also enhance its production capacity by installing additional machinery formanufacturing variety of products especially Polypropylene (PP) Corrugated Plastic Rollswhich is an extruded 3ply and 5ply (GSM from 275GSM > 1000GSM) fluted PP corrugatedplastic sheets consisting of two / multi flat walls connected by vertical ribs.

DIVIDEND

With a view to conserve and save the resources for future prospect of the Company yourDirectors regret to declare dividend for the financial year 2017-18.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose transfer of any amount to the General Reserves. Fullamount of net profit are carried to reserve & Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

SHARE CAPITAL

During the year under review the following changes have taken place in the authorizedand paid-up share capital of the Company.

AUTHORIZED CAPITAL

At the time of Incorporation of the Company the Authorized Capital of the Company was^ 31000000/- divided into 3100000 Equity Shares of ^ 10/- each.

The Authorized Capital of the Company was increased to ^ 45000000/- divided into4500000 Equity Shares of ^ 10/- each vide Special Resolution passed by the Members intheir Extra-ordinary General Meeting held on May 29 2017.

ISSUED SUBSCRIBED &

PAID-UP CAPITAL

Pursuant to subscription to the Memorandum of Association of the Company thesubscribers have been allotted total 3090233 Equity Shares of ^ 10/- each aggregating to ^30902330/-.

Pursuant to Initial Public Offer of Equity Shares by the Company the Board ofDirectors in their meeting held on September 1 2017 has allotted total 1352000 EquityShares of ^ 10/- each at price of ^ 30/- per equity shares to the successful allotteeswhose list have been finalized by the Company the Registrar to the issue and merchantbanker in consultation with the BSE Limited.

The present Paid-up Capital of the Company is ^ 44422330/- divided into 4442233Equity Shares of ^ 10/- each.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

The Board of Directors had in its meeting held on May 15 2017 proposed the InitialPublic Offer of 1352000 equity shares at such price as may be decided by the Board ofDirectors in consultation with the Merchant Banker. The Members of the Company had alsoapproved the proposal of the Board of Directors in their Extra-ordinary General Meetingheld on May 29 2017.

Pursuant to the authority granted by the Members of the Company the Board of Directorshas appointed Corporate CapitalVentures Private Limited as Lead Manager and BigshareServices Private Limited as Registrar to the Issue and Share Transfer Agent for theproposed Public Issue.

The Company had applied to BSE Limited ("BSE") for in-principle approval forlisting its equity shares on the SME Platform of the BSE. BSE has vide its letter datedAugust 14 2017 granted its In-Principle Approval to the Company.

The Company has filed Prospectus to the Registrar of the Company Ahmedabad on August17 2017. The Public Issue was opened on Wednesday August 23 2017 and closed on MondayAugust 28 2017. The Basis of Allotment was finalized by Company Registrar to the issueand merchant banker in consultation with the BSE Limited on August 31 2017. The Companyhas applied for listing of its total equity shares to BSE and BSE has granted its approvalvide its letter dated September 4 2017. The trading of equity shares of the Companycommenced on September 5 2017 at SME Platform of BSE.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

As on the date of this report the Board comprises following Directors

Name of Director Category Cum Designation Date of Appointment at current Term & designation Total Director ship2

No. of Committee1

No. of Shares held as on March 31 2018

in which in which Director is Director is Members Chairman

Mr. Satishkumar Maniya Chairman and Managing Director May 15 2017 1 2 - 1538728 Equity Shares
Mr. Ramehsbhai Kakadiya Whole-Time Director May 15 2017 1 - - 1501505 Equity Shares
Mrs. Nitaben Maniya Non-Executive Director May 29 2017 1 - - 10000 Equity Shares
Mr. Rajesh Mepani Independent Director June 5 2017 1 - 2 -
Mr. Manubhai Viradiya Independent Director May 15 2017 2 2 - -

1 Committee includes Audit Committee and Shareholders' Grievances Committee across allPublic Companies.

2 Excluding LLPs Section 8 Company & struck of Companies

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from requirement of having composition of Board as per Regulation 17of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Company andnone of the Director of the Company is holding position as Independent Director in morethan 7 Listed Company. None of the Directors of the Company is disqualified for beingappointed as Director as specified in Section 164 (2) of the Companies Act 2013.

BOARD MEETING

The Board of the Company regularly meets to discuss various Business opportunities.Additional Board meetings are convened as and when requires to discuss and decide onvarious business policies strategies and other businesses.

During the year under review Board of Directors of the Company met 16 times on May 112017; May 15 2017; June 5 2017; June 15 2017; June 19 2017; June 30 2017; August 32017; August 17 2017; September 1 2017; September 18 2017; November 14 2017; December8 2017; December 19 2017; January 1 2018; February 12 2018 and March 31 2018.

The details of attendance of each Director at the Board Meetings are given below;

Name of Director Date of Original Appointment Date of Appointment at current Designation Number of Board Meetings Eligible to attend Number of Board Meetings attended
Mr. Satishkumar Maniya May 11 2017 May 15 2017 16 15
Mr. Ramehsbhai Kakadiya May 11 2017 May 15 2017 16 12
Mrs. Nitaben Maniya May 11 2017 May 29 2017 16 16
Mr. Rajesh Mepani June 5 2017 - 14 14
Mr. Manubhai Viradiya May 15 2017 - 15 15

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two Non-Promoter Non-Executive Independent Directors in line with the act. Aseparate meeting of Independent Directors was held on March 31 2018 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board.

The Company has received necessary declaration from each independent director underSection 149 (7) of the act that they meet the criteria of independence laid down inSection 149 (6) of the act.

INFORMATION ON DIRECTORATE

At the time incorporation of the Company Mr. Satishkumar Maniya Mr. RamehsbhaiKakadiya and Mrs. Nitaben Maniya were proposed to be appointed as Directors of theCompany. The Central Registration Center has approved the application and they wereappointed as First Directors of the Company in pursuance of Articles of Association of theCompany.

After Incorporation of the Company the Board of Directors in their meeting held onMay 15 2017 has appointed Mr. Satishkumar Maniya as Chairman and Managing Director ofthe Company and Mr. Ramehsbhai Kakadiya as Whole Time Director of the Company. In the samemeeting the Board of Directors has also appointed Mr. Manubhai Viradiya as Additional(Non-Executive Independent) Director of the Company w.e.f. May 15 2017.

Further pursuant to recommendation of the Board of Directors of the Company in theirmeeting held on May 15 2017 the Members of the Company in their Extra-ordinary GeneralMeeting held on May 29 2017 have approved the change in designation of Mrs. NitabenManiya as Non-Executive Director of the Company.

Later on the Board of Directors in their meeting held on June 5 2017 has appointedMr. Rajesh Mepani as Additional (Non-Executive Independent) Director of the Company w.e.f.June 5 2017.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Satishkumar Maniya Chairman and Managing Director of the Companyretires by rotation at the ensuing annual general meeting. He being eligible has offeredhimself for re-appointment as such and seeks re-appointment. The Board of Directorsrecommends his appointment on the Board.

Further in terms of Section 161 of the Companies Act 2013 Mr. Rajesh Mepani and Mr.Manubhai Viradiya Additional (Non-Executive Independent) Directors hold office up to thedate of ensuing Annual General Meeting of the Company. The Company has received thenotices from Members under Section 160 of the Companies Act 2013 along with deposit ofrequisite amounts signifying their intentions to appoint Mr. Rajesh Mepani and Mr.Manubhai Viradiya as Independent Directors up to June 4 2022 and May 14 2022respectively. In the opinion of the Board of Directors Mr. Rajesh Mepani and ManubhaiViradiya are independent to the management of the Company and qualified to be appointed assuch and hence recommends their appointment as Independent Directors of the Board of theCompany. Necessary resolutions for their appointment as Independent Directors are proposedfor the approval of the Members at the ensuing Annual General Meeting.

The relevant details as required under Regulation 36 (3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") of the person seeking re-appointment/ appointment as Director are alsoprovided in Note No. 14 of the Notice convening the 1st annual general meeting.

KEY MANAGERIAL PERSONNEL

No changes among Key Managerial Personnel took place during the year. In accordancewith Section 203 of the Companies Act 2013 Mr. Satishkumar Maniya Chairman and ManagingDirector Mr. Rameshbhai Kakadiya Whole-time Director Mrs. Megha Jain Company Secretaryand Mr. Sagarkumar Kakadiya Chief Financial Officer continued to be Key ManagerialPersonnel of the Company thought the financial year 2017-18.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 31 2018 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts for the year ended March 31 2018 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF BOARD

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

A. Audit Committee

The Board of Directors in their meeting held on June 5 2017 has formed auditcommittee in line with the provisions Section 177 of the Companies Act 2013. Thecommittee shall meet at least four times in a year and not more than one hundred andtwenty days shall elapse between two meetings. Audit Committee meeting is generally heldfor the purpose of recommending the half yearly and yearly financial result. Additionalmeeting is held for the purpose of reviewing the specific item included in terms ofreference of the Committee.

During the year under review Audit Committee met 4 (Four) times viz June 30 2017;October 26 2017; November 14 2017 and February 12 2018. The composition of theCommittee and the details of meetings attended by its members are given below

Name

Designation

Number of meetings during the financial year 2017-18

Eligible to attend Attended
Mr. Rajesh Mepani Chairman 4 4
Mr. Manubhai Viradiya Member 4 4
Mr. Satishkumar Maniya Member 4 3

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officer of the Company is a regular invitee at theMeeting.

Recommendations of Audit Committee wherever/whenever given have been accepted by theBoard.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.shishindustries.com

B. Stakeholder's Grievance & Relationship Committee

The Board of Directors in their meeting held on June 5 2017 has formed Stakeholder'sGrievance & Relationship Committee mainly to focus on the redressal of Shareholders' /Investors' Grievances if any like Transfer / Transmission / Demat of Shares; Loss ofShare Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The StakeholdersRelationship Committee shall meet at least four times in a year and not more than onehundred and twenty days shall elapse between two meetings and shall report to the Board ona quarterly basis regarding the status of redressal of complaints received from theshareholders of the Company.

During the year under review Stakeholder's Grievance & Relationship Committee met2 (Two) times viz on November 14 2017 and February 12 2018. The composition of theCommittee and the details of meetings attended by its members are given below

Name

Designation

Number of meetings during the financial year 2017-18

Eligible to attend Attended
Mr. Rajesh Mepani Chairman 2 2
Mr. Manubhai Viradiya Member 2 2
Mr. Satishkumar Maniya Member 2 1

During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2018.

C. Nomination and Remuneration Committee

The Board of Directors in their meeting held on June 5 2017 has formed Nominationand Remuneration committee in line with the provisions of Section 178 of the CompaniesAct 2013. Nomination and Remuneration Committee meetings are generally held foridentifying the persons who are qualified to become Directors and may be appointed insenior management and recommending their appointments and removal. Further the committeeshall also meet as and when the need arises for review of Managerial Remuneration.

During the year under review Nomination and Remuneration Committee met on March 312018. The composition of the Committee and the details of meetings attended by its membersare given below

Name

Designation

Number of meetings during the financial year 2017-18

Eligible to attend Attended
Mr. Rajesh Mepani Chairman 1 1
Mr. Manubhai Viradiya Member 1 1
Mrs. Nitaben Maniya Member 1 1

NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances etc. to its Managing Director and the Executive Directors.

Key points of the Nomination and Remuneration Policy are

a. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel:

The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment.

A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment.

In case of appointment of Independent Director the Committee shall satisfy itself withregard to the independent nature of the Director vis-a-vis the Company so as to enable theBoard to discharge its function and duties effectively.

b. Policy on remuneration of Director KMP and Senior Management Personnel:

The Company's remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis-a-vis the Company. The Company's philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.shishindustries.com .

REMUNERATION OF DIRECTORS

The details of remuneration paid during the financial year 2017-18 to Directors of theCompany is provided in Form MGT-9 which is the part of this report.

PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY

Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this Report as "Annexure - A".

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed to this Reportas "Annexure - B".

DISCLOSURE OF REMUNERATION

The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as "Annexure - C". Refer to tables 3A(a) in "Annexure -C".

Additionally the following details form part of "Annexure - C" to thisReport

Statement containing the names of top 10 employees in terms of remuneration drawn.(Refer to table 3B(a)).

Details of employees posted in India throughout the fiscal and in receipt of aremuneration of ^ 1.02 crore or more per annum. - Not Applicable since the Company has nosuch employee.

Details of employees posted in India for part of the year and in receipt of ^ 8.5 lakhor more a month. - Not Applicable since the Company has no such employee.

Employees employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company. (Refers to table 3B(b))

The details of employees posted outside India and in receipt of a remuneration of ^ 60lakh or more per annum or ^ 5 lakh or more per month - Not Applicable since the Companyhas no such employee.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312018 to the date of this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy

i. ) The steps taken or impact on conservation of energy: No major steps have beentaken by the Company. However the Company continues its endeavor to improve energyconservation and utilization.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: TheCompany has continued it's focus on energy conservation efforts through up-gradation ofprocess with new technology. The technology installed by the Company has provided betterresults in quality and production and also reducing the overall cost of production andmaintenance which effect production scheduling and various energy saving initiatives inall areas of production. However the Company has not installed any alternate source ofenergy running on renewable energy source.

iii. ) The capital investment on energy conservation equipment: Nil

B. Technology absorption

i. ) The effort made towards technology absorption: Your Company has been verythoughtful in installing new technology to reduce the production cost improve yieldenhance product endurance and strengthen finish. However no new technology has beeninstalled by the Company and all existing technology has been fully absorbed.

ii. ) The benefit derived like product improvement cost reduction product developmentor import substitution: The Company had installed such technology that improveproductivity quality and reduction in manual intervention and to enhance the quality andproductivity. Improvement in manufacturing process helped the Company in managingproduction scheduling; & better & faster servicing of product for domestic as wellas global market. renewable energy source.

iii. ) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)

a. The details of technology imported: Not Applicable.

b. The year of import: Not Applicable

c. Whether the technology has been fully absorbed: Not Applicable

iv. ) If not fully absorbed areas where absorption has not taken place and thereasons thereof: Not

Applicable

v. ) The expenditure incurred on Research and Development: NIL

C. Foreign Exchange Earnings & Expenditure

i.) Details of Foreign Exchange Earnings:

Particulars FY 2017-18
Exports of Goods calculated on F.O.B. basis 3897582.00

ii.) Details of Foreign Exchange Expenditure:

Particulars FY 2017-18
Capital Goods (on CIF basis) 10943817.89
Wall Papers (on CIF Basis) 120063.69
Advance Paid for Wall Papers 41314.08

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control system which ensures that all theassets of the Company are safeguarded and protected against any loss from unauthorized useor disposition.

The Internal Auditors of the Company carry out review of the internal control systemsand procedures. The internal audit reports are reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with referenceto the financial statements commensurate with the size and nature of operations of theCompany. During the year such controls were tested and no material discrepancy orweakness in the Company's internal controls over financial reporting was observed.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separatesection forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder the Board of Directors of the Company in their meeting held on May 112017 has appointed M/s. Ghevariya & Co. Chartered

Accountants having its office at 124 Super Diamond Market Mini Bazar Varachha RoadSurat - 395 006 as first auditor of the Company. Later on M/s. Ghevariya & Co.Chartered Accountants Surat vide their letter dated April 24 2018 has tendered theirresignation w.e.f. April 24 2018.

The Board of Directors has pursuant to receipt of consent and eligibility certificateunder Section 139 read with Section 141 of the Companies Act 2013 and on recommendationof the Audit Committee has recommended appointment of M/s. J R Kakadiya & Co.Chartered Accountnatns Surat as Statutory Auditor of the Company to fill up the casualvacancy caused in terms of Section 139(8) of the Companies Act 2013 due to resignation ofM/s. Ghevariya & Co. Chartered Accountants Surat. The Members of the Company intheir Extra-ordinary General Meeting held on Tuesday May 29 2018 has approved therecommendation of the Board of Directors and appointed M/s. J R Kakadiya & Co.Chartered Accountnatns Surat as Statutory Auditor of the Company for a period up to theensuing Annual General Meeting (1st AGM) of the Company i.e. to audit the books ofaccounts of the Company for the first financial year of the Company.

The Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report does not contain any qualification reservationor adverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report.

The Company has received consent letter and eligibility certificate under Sections 139and 141 of the Act from M/s. J R Kakadiya & Co. Chartered Accountants Surat. Asrequired under Regulation 33 of SEBI Listing Regulations they have also confirmed thatthey hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India. The Board of Directors on the proposal of auditcommittee recommends their appointment as Statutory Auditor of the Company to hold officefor a period of five consecutive years from the conclusion of the 1st (First) AnnualGeneral Meeting of the Company till the conclusion of the 6th (Sixth) Annual GeneralMeeting to be held in the calendar year 2023.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR AND THIEIR REPORT

Pursuant to the provisions of Section 204 of the Act read with The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed S Mr. Anand Lavingia Practicing Company Secretary Ahmedabad to conduct theSecretarial Audit of the Company for the first financial year 2017-18. The SecretarialAudit Report is annexed herewith as "Annexure - D" to this Report.

The Secretarial Audit Report annotation relating to non-filing of few relevant e-formsunder the Companies Act 2013. The Board of Directors hereby regret for the internal erroroccurred for the same due to clerical mistake without malafide intention. The Board ofDirectors hereby confirm that the same type of lapses will not occur in the future andwill be taken care off. Further the Company is taking necessary action for rectifying thenon-filing.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review;

(i) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iii) Annual Report and other compliances on Corporate Social Responsibility;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;

(vi) Information on subsidiary associate and joint venture companies.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

Registered office:
Survey No: 265/ 266 Block No: 290 For and on behalf of Board of Directors
Plot No. 18 to 23 B/1 Paiki 1 Pipodara For SHISH INDUSTRIES LIMITED
Ta: Mangrol Surat - 394 110 Gujarat CIN: U25209GJ2017PLC097273
Rameshbhai Kakadiya Satishkumar Maniya
Place : Surat Whole Time Director Chairman and Managing Director
Date : October 4 2018 DIN 07740518 DIN 02529191