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Shish Industries Ltd.

BSE: 540693 Sector: Industrials
NSE: N.A. ISIN Code: INE145Y01015
BSE 15:26 | 21 Jun 66.50 -0.05
(-0.08%)
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69.00

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69.85

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NSE 05:30 | 01 Jan Shish Industries Ltd
OPEN 69.00
PREVIOUS CLOSE 66.55
VOLUME 2421
52-Week high 93.10
52-Week low 15.86
P/E 50.00
Mkt Cap.(Rs cr) 67
Buy Price 65.05
Buy Qty 250.00
Sell Price 66.50
Sell Qty 474.00
OPEN 69.00
CLOSE 66.55
VOLUME 2421
52-Week high 93.10
52-Week low 15.86
P/E 50.00
Mkt Cap.(Rs cr) 67
Buy Price 65.05
Buy Qty 250.00
Sell Price 66.50
Sell Qty 474.00

Shish Industries Ltd. (SHISHINDUSTRIES) - Director Report

Company director report

Dear Shareholders

The Board of Directors hereby submits the report of the business and operations ofShish Industries Limited (“the Company”) along with the audited financialstatements for the financial year ended March 31 2020.

Financial Highlights:

Particulars F.Y. 2019-20 F.Y. 2018-19
Revenue From Operations 159993729 110302949
Other Income 3659927 1127683
Total Income 163653655 111430632
Less: Total Expenses before Depreciation Finance Cost and Tax 139503595 88217709
Profit before Depreciation Finance Cost and Tax 24150061 23212923
Less: Depreciation 8423106 7944295
Less: Finance Cost 2480338 2761532
Profit Before Tax 13246617 12507095
Less: Current Tax 4132563 3762580
Less: Prior Period Tax Expense (192364) (386389)
Less: Deferred tax Liability (Asset) (402051) 256844
Profit after Tax 9708469 8874060

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.

Financial Performance:

During the year under review the revenue from operation of the Company was stood at Rs159993729 as against that of Rs 111430632 for previous year. Revenue from operation ofthe Company was increased by 45.05% over previous year.

Profit before Tax for the financial year 2019-20 was Rs 13246617 as against that ofRs 12507095 making the net profit of Rs 9708469 for the financial year 2019-20 asagainst the net profit of Rs 8874060 for the financial year 2018-19.

During the year under review export sales of the Company was increased almost by 3times than that of previous year due to which the revenue of the Company was increased.However increase in revenue also caused increase in cost of material interest expensesand other operation expenses.

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 2019-20 (Previous Year Nil).

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 there was no change in the authorized and paid-up sharecapital of the Company:

Authorized Capital

The Authorized Capital of the Company is Rs 45000000/- divided into 4500000 EquityShares of Rs 10/- each.

Issued Subscribed & Paid-up Capital

Issued Subscribed & Paid-up Capital of the Company is Rs 44422330/- divided into4442233 Equity Shares of Rs 10/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The Board of the Company comprises five Directors out of which two are PromoterExecutive Director and one is Promoter NonExecutive Director and two are Non-PromoterNon-Executive Independent Directors. The Board comprised following Directors;

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

Total Directorship2

No. of Committee1

No. of Shares held as on March 31 2020

in which Director is Members in which Director is 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. Rasik Bharodia Independent Director September 28 2019 1 2 - -

1 Committee includes Audit Committee and Shareholders' Grievances Committeeacross all Public 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.Neither any of the Director of the Company is holding position as Director in more than 7listed entities nor any of the Director of the Company serve as Independent Director inmore than 7 listed entities.

None of the Directors of the Company is disqualified for being appointed as Director asspecified 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 9 (Nine) times viz.April 12 2019; May 28 2019; June 13 2019; July 11 2019; July 18 2019; September 22019; November 14 2019; February 28 2020 and March 18 2020.

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

Name of Director Mr. Satishkumar Maniya Mr. Ramehsbhai Kakadiya Mrs. Nitaben Maniya Mr. Rajesh Mepani Mr. Manubhai Viradiya Mr. Rasik Bharodia
Number of Board Meeting held 9 9 9 9 9 9
Number of Board Meetings Eligible to attend 9 9 9 9 4 5
Number of Board Meeting attended 6 6 7 7 3 4
Presence at the previous EoGM held on May 13 2019 Yes Yes Yes Yes No NA
Presence at the previous AGM Yes Yes Yes Yes NA Yes

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 Independent Directors in line with the Companies Act 2013. Aseparate meeting of Independent Directors was held on February 28 2020 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 terms and conditions of appointment of Independent Directors and Code forIndependent Director are incorporated on the website of the Company atwww.shishindustries.com.

Information on Directorate:

During the year under review Mr. Manubhai Viradiya Independent Director of theCompany has tendered his resignation from the directorship of the Company. The Boardplaced its appreciation to Mr. Manubhai Viradiya for serving as an Independent Director ofthe Company.

The Board of Directors in his place appointed Mr. Rasik Bharodia as an Additional(Non-Executive Independent) Director of the Company w.e.f. July 18 2019 whose appointmentwas regularized by the Members of the Company in their last Annual General Meeting held onSeptember 28 2019.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mrs. Nitaben Maniya NonExecutive Director of the Company retires byrotation at the ensuing annual general meeting. She being eligible has offered herselffor re-appointment as such and seeks re-appointment. The Board of Directors recommends herre-appointment on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”) ofthe person seeking re-appointment as Director is annexed to the Notice convening the thirdannual general meeting.

Key Managerial Personnel:

During the year under review Mrs. Megha Banthia Company Secretary of the Company hadalso tendered her resignation from the post w.e.f. April 5 2019. The Company has in herplace appointed Mrs. Swati Sevak as Company Secretary of the Company w.e.f. April 122019.

As on date of this report in accordance with Section 203 of the Companies Act 2013the Company has Mr. Satishkumar Maniya acting as Chairman and Managing Director Mr.Rameshbhai Kakadiya acting as Whole-time Director Mrs. Swati Sevak acting as CompanySecretary and Mr. Devendra Tailor acting as Chief Financial Officer.

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 Companies Act2013 in the following manners;

• The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

• The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

• The board and the nomination and remuneration committee reviewed the performanceof the individual 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.

• In addition 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. Performance evaluation of independent directors was done by the entire boardexcluding 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 2020 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 2020 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.

1. Audit Committee:-

The Board of Directors in their meeting held on June 5 2017 had 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 April 12 2019;May 28 2019; September 2 2019 and November 14 2019.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Category Designation in Committee

Number of meetings during the financial year 2019-20

Held Eligible to attend Attended
Mr. Rajesh Mepani Independent Director Chairperson 4 4 3
Mr. Manubhai Viradiya~ Independent Director Member 4 2 2
Mr. Rasik BharodiaA Independent Director Member 4 2 1
Mr. Satishkumar Maniya Chairman and Managing Director Member 4 4 3

 

~ up to July 12 2019 ^ w.e.f. July 18 2019

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. Further the Company Secretary of the Company is acting as Secretary to the AuditCommittee.

Mr. Rajesh Mepani the Chairman of the Committee had attended last Annual GeneralMeeting of the Company held on September 28 2019.

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 atwww.shishindustries.com.

2. Stakeholder's Grievance & Relationship Committee:

The Board of Directors in their meeting held on June 5 2017 had 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 Stakeholders Relationship Committee shall meet at least four times in a year andnot more than one hundred and twenty days shall elapse between two meetings and shallreport to the Board on a quarterly basis regarding the status of redressal of complaintsreceived from the shareholders of the Company.

During the year under review Stakeholder's Grievance & Relationship Committee met4 (Four) times viz on May 28 2019; September 2 2019; November 14 2019 and February 282020.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Category Designation in Committee

Number of meetings during the financial year 2019-20

Held Eligible to attend Attended
Mr. Rajesh Mepani Independent Director Chairperson 4 4 4
Mr. Manubhai Viradiya~ Independent Director Member 4 1 1
Mr. Rasik BharodiaA Independent Director Member 4 3 2
Mr. Satishkumar Maniya Chairman and Managing Director Member 4 4 3

 

~ up to July 12 2019 ^ w.e.f. July 18 2019

Company Secretary and Compliance officer of the Company provides secretarial support tothe Committee.

During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2020.

3. Nomination and Remuneration Committee:

The Board of Directors in their meeting held on June 5 2017 had formed Nominationand Remuneration committee in line with the provisions of Section 178 of the CompaniesAct 2013.

Nomination and Remuneration Committee meetings are generally held for identifying thepersons who are qualified to become Directors and may be appointed in senior managementand recommending their appointments and removal. Further the committee shall also meet asand when the need arises for review of Managerial Remuneration.

During the year under review Nomination and Remuneration Committee met 4 (Four) timesviz on April 12 2019; July 18 2019; September 2 2019 and February 28 2020.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Category Designation in Committee

Number of meetings during the financial year 2019-20

Held Eligible to attend Attended
Mr. Rajesh Mepani Independent Director Chairperson 4 4 3
Mr. Manubhai Viradiya- Independent Director Member 4 1 1
Mr. Rasik BharodiaA Independent Director Member 4 3 2
Mrs. Nitaben Maniya Non-Executive Director Member 4 4 2

 

- up to July 12 2019 ^ w.e.f. July 18 2019

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 to its Managing Director and the Executive Directors.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.shishindustries.com and is annexed to this Report asAnnexure - A.

Remuneration of Directors:

The details of remuneration/sitting fees paid during the financial year 2019-20 toExecutive Directors/Directors of the Company is provided in Form MGT-9 which is the partof 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 - B and the same has also been uploaded on the website of theCompany www.shishindustries.com.

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 - C.

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act 2013 read with Companies (Cost recordsand audits) Rules 2014 the Company is not required to maintain the cost records.

PARTICULAR OF EMPLOYEES:

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 - D.

The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate annexure forming part of this report. Further thereport and the accounts are being sent to the Members excluding the aforesaid annexure. Interms of Section 136 of the Act the said annexure is open for inspection in electronicform. Any Member interested in obtaining a copy of the same may write to the CompanySecretary.

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 312020 to the date of this Report. However Stakeholders are requested to refer Note No.1(14) to Standalone Financial Statement for the year ended on March 31 2020 for impact ofpandemic caused by COVID-19 on the Company and its financial position.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveadopted policy on prevention prohibition and Redressal of Sexual harassment at workplaceand has duly constituted an Internal Complaints Committee in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules thereunder.

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 its 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 during the year and all existing technology has been fullyabsorbed.

ii. ) The benefit derived like product improvement cost reduction product developmentor import substitution:

The Company had installed such technology that improve productivity quality andreduction in manual intervention and to enhance the quality and productivity. Improvementin manufacturing process helped the Company in managing production scheduling; &better & faster servicing of product for domestic as well as global market.

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: NA Not Applicable

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

C. Foreign Exchange Earnings & Expenditure:

i.) Details of Foreign Exchange Earnings:

Particulars F.Y. 2019-20 F.Y. 2018-19
1. Exports of Goods calculated on F.O.B. basis 85456041 28777241

ii.) Details of Foreign Exchange Expenditure:

Particulars F.Y. 2019-20 F.Y. 2018-19
1. Import of Samples (Metallized film and aluminum foil Wowen) - 47024

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 Auditor of the Company carry out review of the internal control systemsand procedures. The internal audit reports are reviewed by Audit Committee and Board.

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:

M/s. K P C M & Co. Chartered Accountants Surat (FRN: 117390W) were appointed asStatutory Auditors of your Company at the second Annual General Meeting held on September28 2019 for a term of five consecutive years.

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.

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 Ms. Payal Dhamecha Practicing Company Secretary Ahmedabad to conduct theSecretarial Audit of the Company for the financial year 2019-20. The Secretarial AuditReport is annexed herewith as Annexure - E to this Report. The Secretarial Auditors'Report does not contain any qualification reservation or adverse remark.

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.

APPRECIATIONS AND 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: By order of the Board of Directors
Survey No: 265/ 266 Block No: 290 Plot No. 18 to For SHISH INDUSTRIES LIMITED
23 b/1 Paiki 1 Pipodara Ta: Mangrol Surat - CIN: L25209GJ2017PLC097273
394 110 Gujarat
Rameshbhai Kakadiya Satishkumar Maniya
Place: Surat Whole Time Director Chairman and Managing Director
Date: September 5 2020 DIN 07740518 DIN 02529191