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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
OPEN 58.50
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VOLUME 4000
52-Week high 58.50
52-Week low 34.90
P/E 27.73
Mkt Cap.(Rs cr) 27
Buy Price 44.00
Buy Qty 4000.00
Sell Price 58.95
Sell Qty 4000.00
OPEN 58.50
CLOSE 58.50
VOLUME 4000
52-Week high 58.50
52-Week low 34.90
P/E 27.73
Mkt Cap.(Rs cr) 27
Buy Price 44.00
Buy Qty 4000.00
Sell Price 58.95
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 ofShish Industries Limited ("the Company") along with the audited financialstatements for the financial year ended March 31 2019.

Financial Highlights: (Amount in Rs.)
Particulars F.Y. 2018-19 F.Y. 2017-18
Revenue From Operations 110302949 83332199
Other Income 1127683 1222254
Total Income 111430632 84554453
Less: Total Expenses before Depreciation Finance Cost and Tax 88217709 68883414
Profit before Depreciation Finance Cost and Tax 23212923 15671039
Less: Depreciation 7944295 4913835
Less: Finance Cost 2761532 2298776
Profit Before Tax 12507095 8458427
Less: Current Tax 3762580 2207239
Less: Prior Period Tax Expense (386389) -
Less: Deferred tax Liability (Asset) 256844 170151
Profit after Tax 8874060 6081037

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 itsproducts to various countries viz U.A.E Myanmar and Oman and also enhance its productioncapacity by installing additional machinery for manufacturing variety of productsespecially Polypropylene (PP) Corrugated Plastic Rolls which is an extruded 3ply and 5ply(GSM from 275GSM > 1000GSM) fluted PP corrugated plastic 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 atRs. 111430632 as against that of Rs. 84554453 for previous year. Revenue fromoperation of the Company was increased by 32.37% over previous year. Profit before Tax forthe financial year 2018-19 was Rs. 12507095 as against that of Rs. 8458427 making thenet profit of Rs. 8874060 for the financial year 2018-19 as against the net profit ofRs. 6081037 for the financial year 2017-18. During the year under review export salesof the Company was increased almost by six times than that of previous year due to whichthe revenue of the Company was increased. However increase in revenue also causedincrease in cost of material interest expenses and other operation expenses. Althoughalmost 61.67% increase in the Depreciation cost on the other hand the Company manages tomaintain the industry standard rate of net profit from revenue.

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 2018-19 (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/- dividedinto 4442233 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 Non-Executive Director and two are Non-PromoterNon-Executive Independent Directors. The Board comprised following Directors;

No. of Committee1

Name of Director Category Cum Designation Date of Appointment at current Term & designation Total Directorship2 in which Director is Members in which Director is Chairman No. of Shares held as on March 31 2019
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 July 18 2019 1 2 - -

1 Committee includes Audit Committee and Shareholders' Grievances Committee acrossall 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 tenCommittees or Chairman of more than five committees across all the Public companies inwhich they are Director. The necessary disclosures regarding Committee positions have beenmade by all the Directors. None of the Director of the Company is serving as a Whole-TimeDirector in any Listed Company and is holding position of Independent Director in morethan 3 Listed Company. Neither any of the Director of the Company is holding position asDirector in more than 8 listed entities nor any of the Director of the Company serve asIndependent Director in more than 7 listed entities. None of the Directors of the Companyis disqualified for being appointed as Director as specified in Section 164 (2) of theCompanies 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 reviewBoard of Directors of the Company met 7 (Seven) times viz. May 2 2018; May 30 2018;August 27 2018; October 4 2018; November 17 2018; December 17 2018 and March 8 2019.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 7 7 7 7 7 7
Number of Board Meetings Eligible to attend 7 7 7 7 7 -
Number of Board Meeting attended 7 7 7 7 7 -
Presence at the previous EoGM held on May 29 2018 Yes Yes Yes Yes No -
Presence at the previous EoGM held on May 13 2019 Yes Yes Yes Yes No -
Presence at the previous AGM Yes Yes Yes Yes No -

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act. During the year the Board of Directors has alsopassed certain resolutions through circulation in compliance of Section 175 of theCompanies Act 2013. All such resolutions passed through circulation have been noted insubsequent Board Meeting and form part of minutes of such subsequent meetings.

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 March 8 2019 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 appointmentof Independent Directors and Code for Independent Director are incorporated on the websiteof the Company at www.shishindustries.com.

Information on Directorate:

During the year under review there was no change in the constitution of the Board.After closure of financial year 2018-19 Mr. Mr. Manubhai Viradiya Independent Directorof the Company has tendered his resignation from the directorship of the Company. TheBoard places its appreciation to Mr. Manubhai Viradiya for serving as an IndependentDirector of the Company. The Board of Directors in his place appointed Mr. RasikBharodia as an Additional (Non-Executive Independent) Director of the Company w.e.f. July18 2019. In terms of Section 161 of the Companies Act 2013 Mr. Rasik BharodiaAdditional (Non-Executive Independent) Director holds office up to the date of ensuingAnnual General Meeting of the Company. The Company has received the notices from Memberunder Section 160 of the Companies Act 2013 signifying his intentions to appoint Mr.Rasik Bharodia as Independent Director up to July 17 2024. In the opinion of the Board ofDirectors and Nomination and Remuneration Committee Mr. Rasik Bharodia is independent tothe management of the Company and qualified to be appointed as such and hence recommendshis appointment as Independent Director of the Board of the Company. Necessary resolutionfor his appointment as Independent Director is proposed for the approval of the Members atthe ensuing Annual General Meeting. In accordance with the provisions of the Articles ofAssociation and Section 152 of the Companies Act 2013 Mr. Rameshbhai Virjibhai KakadiyaWhole-Time Director of the Company retires by rotation at the ensuing annual generalmeeting. He being eligible has offered himself for re-appointment as such and seeksre-appointment. The Board of Directors recommends his re-appointment on the Board. Therelevant details as required under Regulation 36 (3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") of theperson seeking re-appointment as Director is annexed to the Notice convening the secondannual general meeting.

Key Managerial Personnel:

During the year under review Mr. Sagar Kakadiya Chief Financial Officer of theCompany had tendered his resignation from the post w.e.f. November 17 2018. The Companyhas in his place appointed Mr. Devendra Tailor as Chief Financial Officer of the Companyw.e.f. December 17 2018. After closure of financial year Mrs. Megha Banthia CompanySecretary of the Company had also tendered her resignation from the post w.e.f. April 52019. The Company has in her place appointed Mrs. Swati Sevak as Company Secretary ofthe Company w.e.f. April 12 2019. The Board places its appreciation to Mr. Sagar Kakadiyaand Mrs. Megha Banthia for their service. As on date of this report in accordance withSection 203 of the Companies Act 2013 the Company has Mr. Satishkumar Maniya acting asChairman and Managing Director Mr. Rameshbhai Kakadiya acting as Whole-time DirectorMrs. Swati Sevak acting as Company Secretary and Mr. Devendra Tailor acting as ChiefFinancial 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; o The performance of the board was evaluated by the boardafter seeking inputs from all the directors on the basis of the criteria such as theboard composition and structure effectiveness of board processes information andfunctioning etc. o The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc. o The board and thenomination and remuneration committee reviewed the performance of the individual directorson the basis of the criteria such as the contribution of the individual director to theboard and committee meetings like preparedness on the issues to be discussed meaningfuland constructive contribution and inputs in meetings etc. o In addition the chairman wasalso evaluated on the key aspects of his role. Separate meeting of independent directorswas held to evaluate the performance of non-independent directors performance of theboard as a whole and performance of the chairman taking into account the views ofexecutive directors and non-executive directors. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.

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 accountsfor the year ended March 31 2019 the applicable accounting standards have been followedand that no material departures have been made from the same; b) The Directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit or loss ofthe Company for that year; c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) The Directors had prepared the annualaccounts for the year ended March 31 2019 on going concern basis. e) The Directors hadlaid down the internal financial controls to be followed by the Company and that suchInternal Financial Controls are adequate and were operating effectively; and f) TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable 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 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 5 (Five)times viz May 2 2018; May 30 2018; August 27 2018; November 17 2018 and March 8 2019.The composition of the Committee and the details of meetings attended by its members aregiven below:

Number of meetings during the financial year 2018-19

Name of Members Category Designation in Committee Held Eligible to attend Attended
Mr. Rajesh Mepani Independent Director Chairperson 5 5 5
Mr. Manubhai Viradiya Independent Director Member 5 5 5
Mr. Satishkumar Maniya Executive Director Member 5 5 5

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 AnnualGeneral Meeting of the Company held on November 2 2018. Recommendations of AuditCommittee wherever/whenever given have been accepted by the Board.

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.

B. 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 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 met4 (Four) times viz on May 2 2018; August 27 2018; November 17 2018 and March 8 2019.The composition of the Committee and the details of meetings attended by its members aregiven below:

Number of meetings during the financial year 2018-19

Name of Members Category Designation in Committee Held Eligible to attend Attended
Mr. Rajesh Mepani Independent Director Chairperson 4 4 4
Mr. Manubhai Viradiya Independent Director Member 4 4 4
Mr. Satishkumar Maniya Executive Director Member 4 4 4

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 2018.

C. 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 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. Duringthe year under review Nomination and Remuneration Committee met 3 (Three) times viz onOctober 4 2018; December 17 2018 and March 8 2019. The composition of the Committee andthe details of meetings attended by its members are given below:

Number of meetings during the financial year 2018-19

Name of Members Category Designation in Committee Held Eligible to attend Attended
Mr. Rajesh Mepani Independent Director Chairperson 3 3 3
Mr. Manubhai Viradiya Independent Director Member 3 3 3
Mrs. Nitaben Maniya Non-Executive Director Member 3 3 3

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. TheNomination and Remuneration Policy as adopted by the Board of Directors is placed on thewebsite of the Company at www.shishindustries.com and is annexed to this Report as AnnexureA.

Remuneration of Directors:

The details of remuneration/sitting fees paid during the financial year 2018-19 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 ofthe Company 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 at theRegistered Office of the Company. Any Member interested in obtaining a copy of the samemay write to the Company Secretary.

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 312019 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 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 ofsexual 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 very thoughtful in installing new technology to reduce theproduction cost improve yield enhance product endurance and strengthen finish. Howeverno new technology has been installed by the Company during the year and all existingtechnology has been fully absorbed.

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 the reasonsthereof: NA Not Applicable

v.) The expenditure incurred on Research and Development: Nil C. ForeignExchange Earnings & Expenditure:

i.) Details of Foreign Exchange Earnings:

(Amount in Rs.)
Sr. No. Particulars F.Y. 2018-19 F.Y. 2017-18
1. Exports of Goods calculated on F.O.B. basis 2877724 3897582

ii.) Details of Foreign Exchange Expenditure:

(Amount in Rs.)
Sr. No. Particulars F.Y. 2018-19 F.Y. 2017-18
1. Capital Goods (on CIF basis) - 10943818
2. Wall Papers (on CIF Basis) - 120064
3. Advance Paid for Wall Papers - 41314
4. 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 internalcontrol systems and procedures. The internal audit reports are reviewed by Audit Committeeand Board. Your Company has also put in place adequate internal financial controls withreference to the financial statements commensurate with the size and nature of operationsof the Company. 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 Members of the Company in their first annual general meeting held onNovember 2 2018 appointed M/s. J R Kakadiya & Co. Chartered Accountants Surat asStatutory Auditor of the Company to hold office form the conclusion of first annualgeneral meeting of the Company till the conclusion of sixth annual general meeting of theCompany. However M/s. J R Kakadiya & Co. Chartered Accountants Surat had tenderedtheir resignation. The Board of Directors has pursuant to receipt of consent andeligibility certificate under Section 139 read with Section 141 of the Companies Act 2013and on recommendation of the Audit Committee has recommended appointment of M/s. K P C M& Co. Chartered Accountants Surat (FRN: 117390W) as Statutory Auditor of the Companyto fill up the casual vacancy caused in terms of Section 139(8) of the Companies Act 2013due to resignation of M/s. J R Kakadiya & Co. Chartered Accountants Surat. TheMembers of the Company in their Extra-ordinary General Meeting held on Monday May 132019 has approved the recommendation of the Board of Directors and appointed M/s. K P C M& Co. Chartered Accountants Surat (FRN: 117390W) as Statutory Auditor of the Companyfor a period up to the ensuing Annual General Meeting (2nd AGM) of the Company i.e. toaudit the books of accounts of the Company for the financial year ended on March 31 2019.The Notes to the financial statements referred in the Auditors Report are self-explanatoryand therefore do not call for any comments under Section 134 of the Companies Act 2013.The Auditors' Report does not contain any qualification reservation or adverse remark.

The Auditors' Report is enclosed with the financial statements in this Annual Report.

The Company has received consent letter and eligibility certificate under Sections 139and 141 of the Act from M/s. K P C M & Co. Chartered Accountants Surat (FRN:117390W). As required under Regulation 33 of SEBI Listing Regulations they have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India. The Board of Directors on the proposal ofaudit committee recommends their appointment as Statutory Auditor of the Company to holdoffice for a period of five consecutive years i.e. from the conclusion of the 2nd (Second)Annual General Meeting of the Company till the conclusion of the 7th (Seventh) AnnualGeneral Meeting to be held in the calendar year 2024.

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 Mr. Anand Lavingia Practicing Company Secretary Ahmedabad to conduct theSecretarial Audit of the Company for the first financial year 2018-19. The SecretarialAudit Report is annexed herewith as Annexure E to this Report. The SecretarialAudit Report contain one remark citing that the Company had delayed submitted unauditedfinancial result for the half year ended on September 30 2018 for which penalty of Rs.15000 was imposed by BSE Limited on the Company. Your Directors state that the saidpenalty was paid by the Company on January 2 2019.

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 withdifferential rights as to dividend voting or otherwise; (ii) Issue of shares (includingsweat equity shares) to employees of the Company under any scheme save and ESOS; (iii)Annual Report and other compliances on Corporate Social Responsibility; (iv) There is norevision in the Board Report or Financial Statement; (v) No significant or material orderswere passed by the Regulators or Courts or Tribunals which impact the going concern statusand 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-operation andsupport extended by the banks government business associates and the shareholders fortheir 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 2 2019 DIN 07740518 DIN 02529191

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