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Shish Industries Ltd.

BSE: 540693 Sector: Industrials
NSE: N.A. ISIN Code: INE145Y01015
BSE 00:00 | 05 Aug 263.10 12.40






NSE 05:30 | 01 Jan Shish Industries Ltd
OPEN 260.00
VOLUME 94276
52-Week high 263.20
52-Week low 50.40
P/E 88.59
Mkt Cap.(Rs cr) 277
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 260.00
CLOSE 250.70
VOLUME 94276
52-Week high 263.20
52-Week low 50.40
P/E 88.59
Mkt Cap.(Rs cr) 277
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 2021.

Particulars F.Y. 2020-21 F.Y. 2019-20
Revenue From Operations 2828.26 1599.94
Other Income 79.73 37.23
Total Income 2907.99 1637.16
Less: Total Expenses before Depreciation Finance Cost and Tax 2605.24 1395.66
Profit before Depreciation Finance Cost and Tax 302.74 241.50
Less: Depreciation 83.16 84.23
Less: Finance Cost 29.92 24.80
Profit Before Tax 189.66 132.47
Less: Current Tax 53.44 41.33
Less: Prior Period Tax Expense - (1.92)
Less: Deferred tax Liability (Asset) 2.05 (4.02)
Profit after Tax 134.18 97.08


Shish Industries Limited has always stayed ahead of its time and has introducedadvanced plastic manufacturing technology in India. Through strategic investment inR&D Shish Industries has successfully managed to innovate and develop uniqueproducts. ? First company to develop & patent 5-ply Polypropylene Corrugated Sheet ?Developer of Indigenous Reflective Insulation Product- Carmika ? Developer ofindustry-first products like Arkina Roof Underlayment ? Entered into Retail segment withIntroduction of Insulation Cover and Cooler Bags. The Company has incorporated whollyowned subsidiary Shish Polylam Private Limited for carrying out business of RadiantBarrier Roof Underlayment Paper PE / PP / EVA Lamination Aluminum PE / PP / EVALamination Woven Fabric PE I PP I EVA Lamination non-woven PE I PP / EVA Lamination andall kind of extrusion lamination product. The Shish Polylam Private Limited has yet notstarted its commercial business activities.


During the year under review the revenue from operation of the Company was stood atINR 2828.26 Lakh as against that of INR 1599.94 Lakh for previous year. Revenue fromoperation of the Company was increased by 76.77% over previous year. Profit before Tax forthe financial year 2020-21 stood at INR 189.66 Lakh as against that of INR 132.47 Lakhmaking the net profit of INR 134.18 for the financial year 2020-21 as against the netprofit of INR 97.08 for the financial year 2019-20. During the year under review exportsales of the Company was increased by 118.43% than that of previous year due to which therevenue of the Company was increased. On the other side the Company also performed wellin Domestic Market. The domestic sales of the Company was increased by 29.01% than that ofprevious year. However increase in revenue also caused increase in cost of material andother operation expenses.


With a view to conserve and save the resources for future prospect of the Company yourDirectors regret to declare dividend for the financial year 2020-21 (Previous Year Nil).


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.


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.


The Board of Directors of the Company in their meeting held on October 19 2020 hadproposed the Listing of equity shares of the Company on Capital Market Segment (MainBoard) of BSE Limited. The Members of the Company through Postal Ballot on November 232020 had also approved the proposed listing of equity shares of the Company on CapitalMarket Segment (Main Board) of BSE Limited. The BSE has granted final listing approval forthe Listing of equity shares of the Company on Capital Market Segment (Main Board) of BSEand the equity Shares of the Company are listed and traded on the main board of BSE witheffective from March 22 2021.


As a result of the nationwide lockdown imposed by the Government of India theoperations of the Company were temporarily disrupted at its various manufacturingfacilities impacting production and dispatches from the second half of March 2020. TheCompany had resumed operations since last week of April 2020 / first week of May 2020 incompliance with the guidelines issued by respective authorities and is continuing to takeadequate precautions for safety and wellbeing of its employees. In view of recent surge inCovid-19 cases few states reintroduced some restrictions and the Company continues to bevigilant and cautious. The physical and emotional well-being of employees continues to bea top priority for the Company with several initiatives taken to support employees andtheir families during the pandemic. The Company has extended counselling and self-helpservices providing mental & emotional support to employees. The Company has reimaginedemployee engagement by embracing virtual technologies. Initiatives were taken to reducestress and the feeling of isolation hosted inspirational leaders mental health expertsand finance experts to boost the morale of employees.


During the year under review following changes were carried out in the authorized andpaid-up share capital of the Company:

Authorized Capital

During the year under review vide Special Resolution passed by the Members throughpostal ballot on August 30 2020 the authorized share capital of the Company has beenincreased from INR 450.00 divided into 4500000 Equity Shares of INR 10.00 each to INR1025 Lakh divided into 10250000 Equity Shares of INR 10.00. The Authorized Capital of theCompany as at closure of financial year 2020-21 was INR 1025.00 Lakh divided into10250000 Equity Shares of INR 10/- each.

Issued Subscribed & Paid-up Capital

During the year under review vide Special Resolution passed by the Members throughpostal ballot on August 30 2020 the Company has allotted total 152767 Equity Shares ofINR 10.00 each to Promoters of the Company on Preferential Basis at an Issue Price ofINR 50.00 per Equity Share. Later on the Company had made bonus allotment of EquityShares of INR 10.00 each in the proportion of 6 (six) Bonus Equity Share of Rupees 10.00each for every 5 (Five) existing fully paid-up Equity Shares of Rupees 10.00 each to theMember / Beneficial Owner of Equity Shares of the Company who hold such shares on December2 2020. Issued Subscribed & Paid-up Capital of the Company after Preferential Issueand Bonus Issue was INR 1010.90 divided into 10109000 Equity Shares of INR 10/- each.The entire Paid-up Equity Capital of the Company are listed at BSE Limited.


The Constitution of the Board of Directors and other disclosures related to the Boardof Directors are given in the Report on Corporate Governance.

Board Meeting

Regular meetings of the Board are held inter-alia to review the financial results ofthe Company. Additional Board meetings are convened as and when required to discuss anddecide on various business policies strategies and other businesses. The Board meetingsare generally held at registered office of the Company. During the year under reviewBoard of Directors of the Company met 13 (Thirteen) times viz May 23 2020; June 272020; July 24 2020; September 5 2020; September 10 2020; September 14 2020; October19 2020; November 11 2020; December 4 2020; January 8 2021; February 18 2021; March6 2021 and March 9 2021. The details of attendance of each Director at the BoardMeetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act 2013 and rules made there under andListing Regulations the Company has three Non-Promoter Non-Executive IndependentDirectors. In the opinion of the Board of Directors all three Independent Directors ofthe Company meet all the criteria mandated by Section 149 of the Companies Act 2013 andrules made there under and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and they are Independent of Management. Aseparate meeting of Independent Directors was held on March 6 2021 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 that is necessary for the board ofdirectors to effectively and reasonably perform their duties. The terms and conditions ofappointment of Independent Directors and Code for Independent Director are incorporated onthe website of the Company at Company has received a declaration from the Independent Directors of the Company underSection 149(7) of Companies Act 2013 and 16(1)(b) of Listing Regulations confirming thatthey meet criteria of Independence as per relevant provisions of Companies Act 2013 forfinancial year 2021-22. The Board of Directors of the Company has taken on record the saiddeclarations and confirmation as submitted by the Independent Directors after undertakingdue assessment of the veracity of the same. In the opinion of the Board they fulfill theconditions for Independent Directors and are independent of the Management. All theIndependent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2)of the Companies (Appointment and Qualification of Directors) Rules 2014 with respect toregistration with the data bank of Independent Directors maintained by the IndianInstitute of Corporate Affairs. None of Independent Directors have resigned during theyear.

Information on Directorate

During the year under review Mr. Nareshkumar Lakhani (DIN 09023300) has been appointedas an Additional (Non-Executive Independent) Director of the Company by the Board ofDirectors on January 8 2021. In terms of provision of Section 161 of the Companies Act2013 he holds office till the date of ensuing annual general meeting of the Company. TheBoard of Directors recommends his appointment as Non-Executive Independent Director on theboard of the Company to hold office up to January 7 2026 and resolution to that effecthas been proposed for the approval of the members. In accordance with the provisions ofthe Articles of Association and Section 152 of the Companies Act 2013 Mr. SatishkumarManiya (DIN 02529191) Chairman and Managing Director of the Company retires by rotationat the ensuing annual general meeting. He being eligible has offered himself forre-appointment as such and seeks re-appointment. The Board of Directors recommends hisappointment on the Board. The relevant details as required under Regulation 36 (3) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations") and Secretarial Standards-II issued by ICSI of the personseeking appointment / re-appointment as Directors are annexed to the Notice convening thefourth annual general meeting.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act 2013 the Company has alreadyappointed Mr. Satishkumar Maniya as Chairman and Managing Director of the Company Mr.Rameshbhai Kakadiya as Whole-Time Director Mr. Devendra Tailor as Chief Financial Officerand Mrs. Swati Sevak as Company Secretary and Compliance Officer of the Company. Furtherthere was no change in the Key Managerial Personnel of the Company during the financialyear 2020-21.

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 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. 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. 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. In addition the performance ofchairperson was also evaluated on the key aspects of his role. Separate meeting ofindependent directors was held to evaluate the performance of non-independent directorsperformance of the board as a whole and performance of the chairperson taking intoaccount the views of executive directors and non-executive directors. Performanceevaluation of independent directors was done by the entire board excluding theindependent 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 accountsfor the year ended March 31 2021 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 2021 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.


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

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

The composition of each of the above Committees their respective role andresponsibility are detailed in the Report on Corporate Governance annexed to this Report.

Audit Committee

The Company has formed Audit Committee in line with the provisions Section 177 of theCompanies Act 2013 and Regulation 18 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. As at March 31 2021the Audit Committee comprised Mr. Rajesh Mepani (Non-Executive Independent Director) asChairperson and Mr. Rasik Bharodia (Non-Executive Independent Director) Mr. NareshkumarLakhani (Non-Executive Independent Director) and Mr. Satishkumar Maniya (ExecutiveDirector) as Members. Recommendations of Audit Committee wherever/whenever given havebeen accepted by the Board of Directors.


The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. Hence thedirectives issued by the Reserve Bank of India & the Provision of Section 73 to 76 ofthe Company Act 2013 or any other relevant provisions of the Act and the Rules thereunder are not applicable.


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 Chairperson 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


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 to its ExecutiveDirectors and Key Managerial Personnel. Annual increments are decided by the Nominationand Remuneration Committee within the salary scale approved by the members and areeffective from April 1 of each year. The Nomination and Remuneration Policy as adoptedby the Board of Directors is placed on the website of the Company at


The details of remuneration/sitting fees paid during the financial year 2020-21 toExecutive Directors/Directors of the Company is provided in Report on Corporate Governancewhich is the part of this report.


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.However during the year under review the Company has not made any loans guaranteesinvestments and security covered under the provisions of Section 186 of the Companies Act2013.


The link to access the Annual Return is


There are no materially significant Related Party Transactions made by the Company withPromoters Directors Key Managerial Personnel which may have a potential conflict withthe interests of the Company at large. All Related Party Transactions are placed beforethe Audit Committee and the Board for approval if required. Prior omnibus approval of theAudit Committee is obtained for the transactions which are of a foreseen and repetitive innature. The Company has developed an Internal Guide on Related Party Transactions Manualand prescribed Standard Operating Procedures for the purpose of identification andmonitoring of such transactions. The Policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website at 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 A.

There was no contracts arrangements or transactions which was executed not in ordinarycourse of business and/or at arm's length basis.


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.


The ratio of the remuneration of each executive 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 B.

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.


There have been no material changes and commitments for the likely impact affectingfinancial position between end of the financial year and the date of the report except forthe impact arising out of the continuance of the COVID-19 pandemic which has risenexponentially in the second wave till the date of signing of this Report.


There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and

Company's operations in future.


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. The Company has setup an Internal ComplaintsCommittee (ICC) for redressal of Complaints. During the financial year 2020-21 theCompany has received Nil complaints on sexual harassment out of which Nil complaints havebeen disposed off and Nil complaints remained pending as of March 31 2021.

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 been taken by the Company. However the Company continues itsendeavor to improve energy conservation and utilization. ii.) The steps taken by theCompany for utilizing alternate sources of energy: The Company has continued its focuson energy conservation efforts through up-gradation of process with new technology. Thetechnology installed by the Company has provided better results in quality and productionand also reducing the overall cost of production and maintenance which effect productionscheduling and various energy saving initiatives in all areas of production. However theCompany has not installed any alternate source of energy running on renewable energysource. iii.) The capital investment on energy conservation equipment:


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 improvementcost reduction product development or import substitution The Company had installedsuch technology that improve productivity quality and reduction in manual interventionand to enhance the quality and productivity. Improvement in manufacturing process helpedthe Company in managing production scheduling; & better & faster servicing ofproduct for domestic as well as global market. iii.) in case of imported technology(imported during the last three years reckoned from the beginning of the financial year)a. The details of technology imported: The Company has imported Second Hand Air BubbleFilm Machinery and Cord Strap Die

Hard Machine. b. The year of import: Financial Year 2020-21 c. Whether thetechnology has been fully absorbed: Yes iv.) If not fully absorbed areas whereabsorption has not taken place and the reasons thereof: Not Applicable v.) Theexpenditure incurred on Research and Development: Nil C. Foreign Exchange Earnings& Expenditure - i.) Details of Foreign Exchange Earnings

(INR in Lakh)
Sr. No. Particulars F.Y. 2020-21 F.Y. 2019-20
1. Exports of Goods calculated on F.O.B. basis 1866.62 854.56
ii.) Details of Foreign Exchange Expenditure
(INR in Lakh)
Sr. No. Particulars F.Y. 2020-21 F.Y. 2019-20
1. Import of Raw Material / Goods 51.38 143.21
2. Import of Capital Goods on CIF Value basis 95.16 -


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.


Though the various risks associated with the business cannot be eliminated completelyall efforts are made to minimize the impact of such risks on the operations of theCompany. Necessary internal control systems are also put in place by the Company onvarious activities across the board to ensure that business operations are directedtowards attaining the stated organizational objectives with optimum utilization of theresources. Apart from these internal control procedures a well-defined and establishedsystem of internal audit is in operation to independently review and strengthen thesecontrol measures which is carried out by a reputed firm of Chartered Accountants. Theaudit is based on an internal audit plan which is reviewed each year in consultation withthe statutory auditor of the Company and the audit committee. The conduct of internalaudit is oriented towards the review of internal controls and risks in its operations. TheInternal Auditor of the Company carry out review of the internal control systems andprocedures. The internal audit reports are reviewed by Audit Committee and Board. YourCompany has also put in place adequate internal financial controls with reference to thefinancial statements commensurate with the size and nature of operations of the Company.During the year such controls were tested and no material discrepancy or weakness in theCompany's internal controls over financial reporting was observed.


Your Company strives to incorporate the appropriate standards for corporate governance.As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Report on Corporate Governance and Certificate of the PracticingCompany

Secretary with regards to compliance with the conditions of Corporate Governance isannexed to the Board's Report as Annexure C.


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.


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 statementsreferred in the Auditors Report are self-explanatory and therefore do not call for anycomments under Section 134 of the Companies Act 2013. The Auditors' Report does notcontain any qualification reservation or adverse remark. The Auditors' Report is enclosedwith the financial statements in this Annual Report.


The Company has appointed Mr. Anand Lavingia Practicing Company Secretary to conductthe secretarial audit of the Company for the financial year 2020-21 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportfor the financial year 2020-21 is annexed to this report as an Annexure D-1. TheAnnual Secretarial Compliance Report for the financial year ended March 31 2021 issued byMr. Anand Lavingia in relation to compliance of all applicable SEBI Regulations/Circulars/Guidelines issued thereunder pursuant to requirement of Regulation 24A of theListing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February 2019(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce) is annexed to this report as an Annexure D-2. The above reports do notcontain any qualification reservation or adverse remark.


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


The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings ofthe Board of Directors' and ‘General Meetings' respectively have been duly compliedby your Company.


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 - 394 CIN: L25209GJ2017PLC097273
110 Gujarat
Rameshbhai Kakadiya Satishkumar Maniya
Place: Surat Whole Time Director Chairman and Managing Director
Date: June 28 2021 DIN 07740518 DIN 02529191