Shish Industries Ltd Directors Report.

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of Shish Industries Limited ("the Company"), along with the audited financial statements, 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 110,302,949 83,332,199
Other Income 1,127,683 1,222,254
Total Income 111,430,632 84,554,453
Less: Total Expenses before Depreciation, Finance Cost and Tax 88,217,709 68,883,414
Profit before Depreciation, Finance Cost and Tax 23,212,923 15,671,039
Less: Depreciation 7,944,295 4,913,835
Less: Finance Cost 2,761,532 2,298,776
Profit Before Tax 12,507,095 8,458,427
Less: Current Tax 3,762,580 2,207,239
Less: Prior Period Tax Expense (386,389) -
Less: Deferred tax Liability (Asset) 256,844 170,151
Profit after Tax 8,874,060 6,081,037

Business Overview:

Your Company is engaged in manufacturing of "Saffguard" and "Stagguard" which are twin wall or Multi Wall Boards made from Plastic resin bought from worlds best manufacturer. The Company manufacture mainly 1.3 meter width corrugated sheets ranging from 2mm to 5mm thickness and 1.6 meter ranging from 2mm to 12mm thickness. The Company also manufacture Plastic fluted boards which are available in various thicknesses and colors ranging from 1.5 mm to 15 mm depending upon the requirement of the client. The Plastic hollow sheet has advantages over craft paper and wood products that it is weather and chemical resistant and will typically last longer, giving long-term cost savings. The products are available in basic colour i.e. Yellow, Siliver, Blue, White, Black and Grey. However, as per the requirement of clients the facility of customized colors is also provided for bulk orders. The company is also exporting its products to various countries viz U.A.E, Myanmar and Oman and also enhance its production capacity by installing additional machinery for manufacturing variety of products especially 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 at Rs. 111,430,632 as against that of Rs. 84,554,453 for previous year. Revenue from operation of the Company was increased by 32.37% over previous year. Profit before Tax for the financial year 2018-19 was Rs. 12,507,095 as against that of Rs. 8,458,427 making the net profit of Rs. 8,874,060 for the financial year 2018-19 as against the net profit of Rs. 6,081,037 for the financial year 2017-18. During the year under review, export sales of the Company was increased almost by six times 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 expenses, and other operation expenses. Although, almost 61.67% increase in the Depreciation cost on the other hand, the Company manages to maintain 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, your Directors 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. Full amount 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 to be 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 share capital of the Company:

Authorized Capital

The Authorized Capital of the Company is Rs. 45,000,000/- divided into 4500000 Equity Shares of Rs. 10/- each.

Issued, Subscribed & Paid-up Capital

Issued, Subscribed & Paid-up Capital of the Company is Rs. 44,422,330/- divided into 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 Promoter Executive Director and one is Promoter Non-Executive Director and two are Non-Promoter Non-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 across 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 Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations. None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary 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 Listed Company 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 8 listed entities nor any of the Director of the Company serve as Independent Director in more than 7 listed entities. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when requires to discuss and decide on various business policies, strategies and other businesses. During the year under review, Board 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 days as provided in section 173 of the Act. During the year, the Board of Directors has also passed certain resolutions through circulation in compliance of Section 175 of the Companies Act, 2013. All such resolutions, passed through circulation, have been noted in subsequent 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, the Company has two Non-Promoter Independent Directors in line with the Companies Act, 2013. A separate meeting of Independent Directors was held on March 8, 2019 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of 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 Director of the Company has tendered his resignation from the directorship of the Company. The Board places its appreciation to Mr. Manubhai Viradiya for serving as an Independent Director of the 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. In terms of Section 161 of the Companies Act, 2013, Mr. Rasik Bharodia, Additional (Non-Executive Independent) Director holds office up to the date of ensuing Annual General Meeting of the Company. The Company has received the notices from Member under 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 of Directors and Nomination and Remuneration Committee, Mr. Rasik Bharodia is independent to the management of the Company and qualified to be appointed as such and hence recommends his appointment as Independent Director of the Board of the Company. Necessary resolution for his appointment as Independent Director is proposed for the approval of the Members at the ensuing Annual General Meeting. In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Rameshbhai Virjibhai Kakadiya, Whole-Time Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his re-appointment on the Board. The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of the person seeking re-appointment as Director is annexed to the Notice convening the second annual general meeting.

Key Managerial Personnel:

During the year under review, Mr. Sagar Kakadiya, Chief Financial Officer of the Company had tendered his resignation from the post w.e.f. November 17, 2018. The Company has, in his place, appointed Mr. Devendra Tailor as Chief Financial Officer of the Company w.e.f. December 17, 2018. After closure of financial year, Mrs. Megha Banthia, Company Secretary of the Company had also tendered her resignation from the post w.e.f. April 5, 2019. The Company has, in her place, appointed Mrs. Swati Sevak as Company Secretary of the Company w.e.f. April 12, 2019. The Board places its appreciation to Mr. Sagar Kakadiya and Mrs. Megha Banthia for their service. As on date of this report, in accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Satishkumar Maniya acting as Chairman and Managing Director, Mr. Rameshbhai Kakadiya acting as Whole-time Director, Mrs. Swati Sevak acting as Company Secretary and Mr. Devendra Tailor acting as Chief Financial Officer.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners; o The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. o The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. o The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. o 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 of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In preparation of annual accounts for the year ended March 31, 2019, the applicable accounting standards have been followed and that no material departures have been made from the same; b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts for the year ended March 31, 2019 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF BOARD

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

A. Audit Committee:-

The Board of Directors, in their meeting held on June 5, 2017, had formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. The committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference 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 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 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 Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting. Further, the Company Secretary of the Company is acting as Secretary to the Audit Committee. Mr. Rajesh Mepani, the Chairman of the Committee had attended last Annual General Meeting of the Company held on November 2, 2018. Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board.

Vigil Mechanism:

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

B. Stakeholders Grievance & Relationship Committee:

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

During the year under review, Stakeholders Grievance & Relationship Committee met 4 (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 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 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 to the 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 Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. Further, the committee shall also meet as and when the need arises for review of Managerial Remuneration. During the year under review, Nomination and Remuneration Committee met 3 (Three) times viz on October 4, 2018; December 17, 2018 and March 8, 2019. The composition of the Committee and the 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 high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Directors. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.shishindustries.com and is annexed to this Report as Annexure A.

Remuneration of Directors:

The details of remuneration/sitting fees paid during the financial year 2018-19 to Executive Directors/Directors of the Company is provided in Form MGT-9 which is the part of this report.

PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 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 annexed to this Report as Annexure B and the same has also been uploaded on the website of the Company www.shishindustries.com.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as Annexure C.

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure D.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(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, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2019 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 have adopted policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 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 been taken by the Company. However, the Company continues its endeavor to improve energy conservation and utilization.

ii.) The steps taken by the Company for utilizing alternate sources of energy: The Company has continued its focus on energy conservation efforts through up-gradation of process with new technology. The technology installed by the Company has provided better results in quality and production and also reducing the overall cost of production and maintenance which effect production scheduling and various energy saving initiatives in all areas of production. However, the Company has not installed any alternate source of energy 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 the production cost, improve yield, enhance product endurance and strengthen finish. However, no new technology has been installed by the Company during the year and all existing technology has been fully absorbed.

ii.) The benefit derived like product improvement, cost reduction, product development or import substitution:

The Company had installed such technology that improve productivity, quality and reduction in manual intervention and to enhance the quality and productivity. Improvement in 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 reckoned from 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 reasons thereof: NA Not Applicable

v.) The expenditure incurred on Research and Development: Nil C. Foreign Exchange 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 2,877,724 3,897,582

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) - 10,943,818
2. Wall Papers (on CIF Basis) - 120,064
3. Advance Paid for Wall Papers - 41,314
4. Import of Samples (Metallized film and aluminum foil Wowen) 47,024 -

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor 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 the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition. The Internal Auditor of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board. Your Company has also put in place adequate internal financial controls with reference to the financial 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 the Companys 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 Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section 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 rules made thereunder, the Members of the Company, in their first annual general meeting held on November 2, 2018, appointed M/s. J R Kakadiya & Co., Chartered Accountants, Surat as Statutory Auditor of the Company to hold office form the conclusion of first annual general meeting of the Company till the conclusion of sixth annual general meeting of the Company. However, M/s. J R Kakadiya & Co., Chartered Accountants, Surat had tendered their resignation. The Board of Directors has, pursuant to receipt of consent and eligibility certificate under Section 139 read with Section 141 of the Companies Act, 2013 and 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 Company to fill up the casual vacancy caused in terms of Section 139(8) of the Companies Act, 2013 due to resignation of M/s. J R Kakadiya & Co., Chartered Accountants, Surat. The Members of the Company, in their Extra-ordinary General Meeting held on Monday, May 13, 2019, 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 Company for a period up to the ensuing Annual General Meeting (2nd AGM) of the Company i.e. to audit 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-explanatory and 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 139 and 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 also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board of Directors, on the proposal of audit committee, recommends their appointment as Statutory Auditor of the Company to hold office 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) Annual General 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 Section 143(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 has appointed Mr. Anand Lavingia, Practicing Company Secretary, Ahmedabad to conduct the Secretarial Audit of the Company for the first financial year 2018-19. The Secretarial Audit Report is annexed herewith as Annexure E to this Report. The Secretarial Audit Report contain one remark citing that the Company had delayed submitted unaudited financial result for the half year ended on September 30, 2018 for which penalty of Rs. 15,000 was imposed by BSE Limited on the Company. Your Directors state that the said penalty 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 items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review; (i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise; (ii) Issue of shares (including sweat 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 no revision in the Board Report or Financial Statement; (v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys 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 significant contributions made by the employees at all levels through their dedication, hard work and commitment, 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 and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support 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