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, 2023.
BUSINESS OVERVIEW
Shish was established in the year 2012, to provide the industry with innovative State
of the art manufacturing solutions in protective packaging Domain. The Company's expertise
has led us to produce designs right from the concept stage to development there by helping
to achieve leadership as wholly integrated unit.
The Company is known for its groundbreaking innovations and quality products in
Industrial Packaging, Thermal Insulation, PP/PE Woven Fabric & Consumer products.
The Company strive towards all-round growth, so it not only grows bigger but also
stronger together. The Company see further growth opportunities ahead by innovating with
customers in new markets; seeing Globe as its Market and never hesitate to accept a
business opportunity overseas. The Company's approach is to diversify and to reach out for
new developments and in-depth research to provide solutions has granted an edge to reach
new markets.
RESEARCH LAB
Establishment
Design development and sampling form a core part of operations and a key differentiator
in the business. We have an established product design and development team is comprised
of industry experts with numerous years of experience.
Always Ahead
Shish Industries Ltd. has always stayed ahead of its time and has introduced advanced
plastic manufacturing technology in India. Through strategic investment in R&D, Shish
Industries has successfully managed to innovate and develop unique products.
Key Features of our Infrastructure
First company to develop & patent 5-ply Polypropylene Corrugated Sheet
Developer of Indigenous Reflective Insulation Product- Carmika
Pioneered the concept of Insulated water tank covers in India.
ENVIROMENTAL
More and more companies across business industries are committing to reducing their
impact on the environment, by creating environmentally conscious workplaces. This means
having policies and programs in place that encourage green behaviours.
We at Shish have taken a pledge to go green and have taken following measures to
implement the same.
Implemented a recycling program
Invest in office plants
Conserve energy within the office
Conserve human energy
Promote a paperless office
Encourage sustainable transportation
Support green vendors
Get outside and volunteer
Reduce by reusing
Make green thinking a key part of your company culture
FINANCIAL YEAR 2022-23 AT GLANCE
Financial Highlights
|
|
INR In Lakh |
|
Standalone |
Consolidated |
|
F.Y. 2022-23 |
F.Y. 2021-22 |
F.Y. 2022-23 |
F.Y. 2021-22 |
Revenue from Operations |
7,022.97 |
5,002.14 |
6,853.79 |
5,002.14 |
Other Income |
175.15 |
99.91 |
178.77 |
97.06 |
Total Income |
7,198.12 |
5,102.05 |
7,032.55 |
5,099.21 |
Less: Total Expenses before Depreciation, Finance Cost and Tax |
6,296.24 |
4,641.97 |
5,955.60 |
4,602.18 |
Profit before Depreciation, Finance Cost and Tax |
901.88 |
460.08 |
1,076.95 |
497.03 |
Less: Depreciation |
99.62 |
100.63 |
127.92 |
109.96 |
Less: Finance Cost |
33.73 |
33.97 |
51.23 |
39.88 |
Profit Before Tax |
768.52 |
325.48 |
897.81 |
347.18 |
Less: Current Tax |
193.42 |
81.92 |
219.28 |
85.64 |
Less: Short provision for earlier year |
6.34 |
- |
6.34 |
- |
Less: Deferred tax Liability (Asset) |
(4.43) |
(3.81) |
(5.68) |
(3.41) |
Profit after Tax |
573.19 |
247.37 |
677.87 |
264.95 |
Financial Performance On Standalone Basis
During the year under review, the revenue from operation of the Company was stood at
INR 7,022.97 Lakh as against that of INR 5,002.14 Lakh for previous year. Revenue from
operation of the Company was increased by 40.40% over previous year.
Profit before Tax for the financial year 2022-23 stood at INR 768.52 Lakh as against
that of INR 325.48 Lakh making the net profit of INR 573.19 Lakhs for the financial year
2022-23 as against the net profit of INR 247.37 Lakhs for the financial year 2021-22. The
increase in profit after tax was achieved due to effective purchase policy of the Company
and thereby reducing the cost of raw materials.
During the year under review, export sales of the Company was increased by 4.84% than
that of previous year, due to which the revenue of the Company was increased. On the other
side, the Company also performed well in Domestic Market. The domestic sales of the
Company were increased by 139.85% than that of previous year.
On Consolidated Basis
The consolidated revenue from operation of the Company for financial year 2022-23 stood
at INR 6,853.79 Lakh as against that of INR 5,002.14 Lakh for previous year. The
consolidated net profit after tax for the financial year 2022-23 was stood at INR 677.87
Lakh as compared to INR 264.95 Lakh for the previous financial year 2021-22.
The Company has reported record growth of 155.67% in consolidated net profit after tax
and 37.02% in revenue for the full financial year 2022-23 as compared to the previous
financial year 2021-22. The increase in profit after tax was achieved due to effective
purchase policy of the Company and thereby reducing the cost of raw materials.
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 2022-23 (Previous Year Nil).
TRANSFER TO GENERAL RESERVE
Your Directors do not propose to transfer any amount to the General Reserves. Full
amount of net profit is 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 the main object of the Company.
SHARE CAPITAL
During the year under review, following changes were carried out in the authorized and
paid-up share capital of the Company:
Authorized Capital
During the year under review, vide Special Resolution passed by the Members at their
Extra Ordinary General Meeting held on February 28, 2023, through Video Conferencing
("VC") / Other Audio-Visual Means ("OAVM"), the authorized share
capital of the Company has been increased from INR 1,200.00 Lakh divided into 12000000
Equity Shares of INR 10.00/- each to INR 1,500.00 Lakh divided into 15000000 Equity Shares
of INR 10.00/-.
The Authorized share Capital of the Company, as at closure of financial year 2022-23,
was INR 1,500.00 Lakh divided into 15000000 Equity Shares of INR 10.00/- each.
Issued, Subscribed & Paid-up Capital
During the year under review, vide Special Resolution passed by the Members at their
Extra Ordinary General Meeting held on February 28, 2023, through Video Conferencing
("VC") / Other Audio-Visual Means ("OAVM"), the Company has allotted
total 523943 Equity Shares of INR 10.00 each to persons other than promoters and promoter
group, on Preferential Basis, at an Issue Price of INR 203.00 per Equity Share.
Issued, Subscribed & Paid-up share Capital of the Company, after Preferential
Issue, as at closure of financial year 2022-23, was INR 1,106.39 Lakhs divided into
11063943 Equity Shares of INR 10 each.
The entire Paid-up Equity shares of the Company are listed at BSE Limited.
However, from the date of end of financial year under review till the date of this
report, vide Special Resolution passed by the Members at their Extra Ordinary General
Meeting held on April 25, 2023, through Video Conferencing ("VC") / Other
Audio-Visual Means ("OAVM"), the Company has further allotted total 333190
Equity Shares of INR 10.00 each to persons other than promoters and promoter group, on
Preferential Basis, at an Issue Price of INR 216.10 per Equity Share.
Issued, Subscribed & Paid-up share Capital of the Company, as on the date of this
report, stood at INR 1,139.71 Lakhs divided into 11397133 Equity Shares of INR 10 each.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board
The Company has a balanced board with optimum combination of Executive and
Non-Executive Directors, including Independent Directors, which plays a crucial role in
Board processes and provides independent judgment on issues of strategy and performance.
As on March 31, 2023, board comprises of 6 (Six) Directors out of which 2 (Two) Directors
are Promoter Executive Directors, 1 (One) Director is Promoter NonExecutive
Non-Independent Director and remaining 3 (Three) are Non-Promoter Non-Executive
Independent Directors.
The Board of Directors of the Company has, in their Board Meeting held on March 31,
2023, changed and approved the designation of Mrs. Nitaben Maniya from Promoter
Non-Executive Director to Promoter Executive Director w.e.f. April 1, 2023 and the same
has also been approved by the Members of the Company at their Extra Ordinary General
Meeting held on April 25, 2023, through Video Conferencing ("VC") / Other
Audio-Visual Means ("OAVM").
Disclosure by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.
in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to
compliance with the Code of Conduct of the Company. 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
Regular meetings of the Board are held, inter-alia, to review the financial results of
the Company. Additional Board meetings are convened, as and when required, to discuss and
decide on various business policies, strategies and other businesses. The Board meetings
are generally held at registered office of the Company.
During the year under review, Board of Directors of the Company met 10 (Ten) times, viz
April 30, 2022; May 31, 2022; July 23, 2022; October 19, 2022; November 29, 2022; December
19, 2022; January 17, 2023; February 3, 2023; March 18, 2023 and March 31, 2023.
The details of attendance of each Director at the Board Meetings 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 and
Listing Regulations, the Company has three Non-Promoter Non-Executive Independent
Directors. In the opinion of the Board of Directors, all three Independent Directors of
the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and
rules made there under and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and they are Independent of Management.
A separate meeting of Independent Directors was held on March 31, 2023 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 that is necessary for the board of
directors to effectively and reasonably perform their duties.
The terms and conditions of appointment of Independent Directors and Code for
Independent Director are incorporated on the website of the Company at
https://shishindustries.com/wp-content/ uploads/2022/12/Letter-of-Appointment-of-IDs.pdf.
The Company has received a declaration from the Independent Directors of the Company
under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming
that they meet criteria of Independence as per relevant provisions of Companies Act, 2013
for financial year 2023-24. The Board of Directors of the Company has taken on record the
said declarations and confirmation as submitted by the Independent Directors after
undertaking due assessment of the veracity of the same. In the opinion of the Board, they
fulfill the conditions for Independent Directors and are independent of the Management.
All the Independent 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 to registration with the data bank of Independent Directors maintained by the
Indian Institute of Corporate Affairs.
None of Independent Directors have resigned during the year.
Information on Directorate
During the year under review, there were no changes in the Directorship of the Company.
However, the designation of Mrs. Nitaben Satishkumar Maniya (DIN: 07740523) had been
changed from Promoter Non-executive Director to Promoter Executive Director of the Company
with effect from April 01, 2023 vide Special resolution passed by the members of the
Company at their Extra Ordinary general Meeting held on April 25, 2023 through Video
Conferencing ("VC") / Other Audio-Visual Means ("OAVM").
In accordance with the provisions of the Articles of Association and Section 152 of the
Companies Act, 2013, Mr. Rameshbhai Kakadiya (DIN 07740518), Executive 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 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") and
Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Director
is annexed to the Notice convening the sixth annual general meeting.
Key Managerial Personnel
In accordance with Section 203 of the Companies Act, 2013, during the year under
review, the Company had already appointed Mr. Satishkumar Maniya as Chairman and Managing
Director of the Company, Mr. Rameshbhai Kakadiya as Whole-Time Director of the Company,
Mr. Devendra Dineshchandra Tailor as Chief Financial Officer (till April 30, 2022) of the
Company, Mr. Nishit Rameshbhai Lakhani as Chief Financial Officer (w.e.f. May 1, 2022) of
the Company, Mrs. Payal Shah as Company Secretary and Compliance Officer of the Company
(till May 31, 2022) and Mrs. Vibha Khandelwal as Company Secretary and Compliance Officer
of the Company (w.e.f. June 1, 2022).
As on date of this report, the Company has Mr. Satishkumar Maniya as Chairman and
Managing Director, Mr. Rameshbhai Kakadiya as Whole time Director, Mr. Nishit Rameshbhai
Lakhani as Chief Financial Officer and Mrs. Vibha Khandelwal as Company Secretary and
Compliance Officer who are acting as Key Managerial Personnel in accordance with Section
203 of the Companies Act, 2013.
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;
> 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.
> 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.
> 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.
> In addition, the performance of chairperson 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
chairperson, considering 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, 2023, 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, 2023 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.
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various
committees, details of which are given hereunder.
1. Audit Committee 3. Nomination and Remuneration Committee
2. Stakeholders Relationship Committee 4. Corporate Social Responsibility Committee
The composition of each of the above Committees, their respective role and
responsibility 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 the
Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
As at March 31, 2023, the Audit Committee comprised Mr. Rajesh Mepani (Non-Executive
Independent Director) as Chairperson and Mr. Rasik Bharodia (Non-Executive Independent
Director), Mr. Nareshkumar Lakhani (Non-Executive Independent Director) and Mr.
Satishkumar Maniya (Executive Director) as Members.
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the
Board of Directors.
Corporate Social Responsibility (CSR) Committee
As per the audited standalone financial statement for financial year 2022-23, the
Company has crossed net profit threshold provided in Section 135 of the Companies Act,
2013 and CSR provisions are applicable to the Company from financial year 2023-24 onwards.
Accordingly, in compliance with the provisions of Section 135 of the Companies Act,
2013 and Rules made thereunder, the Board of Directors of the Company has constituted a
CSR Committee. The Committee is governed by its Charter. The terms of reference of the
Committee inter alia comprises of the following:
To review, formulate and recommend to the Board a CSR Policy which shall
indicate the activities to be undertaken by the Company specified in Schedule VII of the
Companies Act, 2013 and Rules made thereunder;
To provide guidance on various CSR activities and recommend the amount of
expenditure to be incurred on the activities;
To monitor the CSR Policy from time to time and may seek outside agency advice,
if necessary.
The Composition of the Corporate Social Responsibility Committee as on date of this
report are as under:
Name of Members |
Category |
Designation in Committee |
Mr. Satishkumar Maniya |
Executive Director |
Chairperson |
Mr. Rajesh Mepani |
Independent Director |
Member |
Mr. Nareshkumar Lakhani |
Independent Director |
Member |
PUBLIC DEPOSIT
The Company has not accepted any deposits from Shareholders and Public falling within
the ambit of Section 73 of the Companies Act, 2013 and rules made there under. 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.
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 Company's 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 Chairperson 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
https://shishindustries.com/wp-content/uploads/ 2022/12/Whistle-Blower-Policy.pdf.
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
to its Executive Directors and Key Managerial Personnel. Annual increments are decided by
the Nomination and Remuneration Committee within the salary scale approved by the members
and are effective from April 1, of each year.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed
on the website of the Company at
https://shishindustries.com/wp-content/uploads/2022/12/Nomination-and-Remuneration-Policy.pdf.
REMUNERATION OF DIRECTORS
The details of remuneration/ sitting fees paid during the financial year 2022-23 to
Executive Directors/Directors of the Company is provided in Report on Corporate Governance
which is the part of this report.
The Company confirms that all the payment of remuneration or commission, if any, paid
to Executive Directors, have been paid by the Holding Company only and none of the
Subsidiary has paid any remuneration or commission to the Executive Director of the
Company.
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.
During the year under review, the Company has (1) invested total INR 1.00 Lakh and INR
15.78 Lakhs as Equity Contribution in its wholly owned subsidiaries - Shish Global
Solutions Private Limited and Greenenergy International Inc. respectively. Moreover, total
INR 20.00 Lakhs were invested in Growder Technovations Private Limited (Company under
common control); (2) granted total INR 0.29 Lakh as Unsecured Loan to its wholly owned
subsidiary - Shish Global Solutions Private Limited and INR 9.56 Lakh as Unsecured Loan to
Interstar Polyfab Private Limited (Unrelated Company) and (3) given Corporate Guarantee to
Standard Chartered Bank on behalf of its wholly owned subsidiary - Shish Polylam Private
Limited and to Standard Chartered Bank on behalf of Interstar Polyfab Private Limited
(Unrelated Company).
WEB LINK OF ANNUAL RETURN
The link to access the Annual Return is https: / / shishindustries.com/
wp-content/uploads/2023/ 06/ Annual-return.pdf.
RELATED PARTIES TRANSACTION
There are no materially significant Related Party Transactions made by the Company with
Promoters, Directors, Key Managerial Personnel which may have a potential conflict with
the interests of the Company at large. All Related Party Transactions are placed before
the Audit Committee and the Board for approval, if required. Prior omnibus approval of the
Audit Committee is obtained for the transactions which are of a foreseen and repetitive in
nature.
The Company has developed an Internal Guide on Related Party Transactions Manual and
prescribed Standard Operating Procedures for the purpose of identification and monitoring
of such transactions. The Policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website at
https://shishindustries.com/wp-content/uploads/2022/12/Policy-on-Related-Party-Transactions.pdf.
All Related Party Transactions entered into during the financial year were on an arm's
length basis and were in the ordinary course of business. Your Company had not entered
into any transactions with the related parties which could be considered material in terms
of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2
is not applicable.
There was no contracts, arrangements or transactions which was not executed in ordinary
course of business and/ or at arm's length basis.
UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE
During the year under review, the Company has raised total INR 1,063.60 Lakh by way of
Preferential Issue of Equity Shares of the Company to Persons other than Promoters and
Promoter Group. The proceeds of said issue have not been utilized by the Company till the
date of this report and full amount were lying in Separate Bank Account itself;
Original Object |
Modified Object, if any |
Original Allocation (INR in Lakh) |
Modified allocation, if any |
Funds Utilized (INR in Lakh) |
Amount of Deviation / Variation for the quarter according to
applicable object |
Remarks if any |
Increased working capital requirement |
-- |
1,063.60 |
-- |
-- |
-- |
-- |
Capital Expenditure |
-- |
-- |
-- |
-- |
-- |
-- |
General Corporate Purpose |
-- |
-- |
-- |
-- |
-- |
-- |
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at all the workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a
gender-neutral approach in handling complaints of sexual harassment and we are compliant
with the law of the land where we operate. The Company has setup an Internal Complaints
Committee (ICC) for redressal of Complaints.
During the financial year 2022-23, the Company has received Nil complaints on sexual
harassment, out of which Nil complaints have been disposed off and Nil complaints remained
pending as of March 31, 2023.
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. Moreover, the Company is planning
to install solar panels at its manufacturing unit as a part of green energy initiatives of
Government of India.
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: The Company has imported Second Hand Air
Bubble Film Machinery and Cord Strap Die Hard Machine.
b. The year of import: Financial Year 2020-21
c. Whether the technology has been fully absorbed: Yes
iv. ) If not fully absorbed, areas where absorption has not taken place, and the
reasons thereof: Not Applicable
v. ) The expenditure 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. 2022-23 |
F.Y. 2021-22 |
1. Exports of Goods calculated on F.O.B. basis |
3,869.71 |
3,692.30 |
ii.) Details of Foreign Exchange Expenditure
|
|
(INR in Lakh) |
Sr. No. Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
1. Import of Raw Material / Goods |
11.05 |
1.61 |
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 required to maintain the cost records and
accordingly the Company has maintained the Cost record for F.Y. 2022-23.
PARTICULAR OF EMPLOYEES
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 the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to
this Report as Annexure - A.
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 opened for inspection in electronic
form. Any Member interested in obtaining a copy of the same may write to the Company
Secretary.
MATERIAL CHANGES AND COMMITMENT
There have been no material changes and commitments for the likely impact affecting
financial position between end of the financial year and the date of the report, except
allotment of total 333190 Equity Shares of INR 10.00 each to persons other than promoters
and promoter group, on Preferential Basis, at an Issue Price of INR 216.10 per Equity
Share.
CHANGE IN REGISTERED OFFICE
The registered Office of the Company had been shifted from "Survey No: 265/ 266,
Block No: 290, Plot No. 18 to 23, B/1 Paiki 1, Pipodara, Ta: Mangrol Surat-394110,
Gujarat, India" to "TP No. 4, RS No. 11 Paiki, 12-13 B, Paiki Plot C, 1st
Floor of 11, 12 Suryapur Mill Compound, Varachha Road, Surat - 395 006, Gujarat,
India" with effect from January 21, 2023 vide Special resolutions passed through
Postal Ballot and remote e-voting on January 21, 2023.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY
Shish Polylam Private Limited was incorporated as wholly owned subsidiary of the
Company for carrying out business of Radiant Barrier, Roof Underlayment, Paper PE / PP /
EVA Lamination, Aluminum PE / PP / EVA Lamination, Woven Fabric PE / PP / EVA Lamination,
non-woven PE / PP / EVA Lamination and all kind of extrusion lamination products. It has
shown immense development since incorporation.
Shish Polylam Private Limited achieved turnover of INR 268.86 Lakh during financial
year 2022-23. The Profit Before Tax stood at INR 150.70 Lakh making net profit for
financial year 2022-23 of INR 126.09 Lakh. Shish Polylam Private Limited has not declared
any dividend for Financial Year 2022-23. The annual accounts of Shish Polylam Private
Limited has been consolidated with the accounts of the Company for Financial Year 2022-23.
The Company had also established a wholly owned subsidiary Company - GreenEnergy
International INC in Texas, USA. GreenEnergy International INC will leverage the growth
opportunities in the business of manufacturing and distributing Insulation Building
Materials, Geo Textile Fabric, Material Handling Products, and Upvc and Pvc Equipment,
Radiant Barrier, Roof Underlayment, PP Woven Fabric, Lumber Wrap, Pp Woven bag, FIBC Jumbo
bag, Pp Sheet, Pvc & Cpvc Pipes and Fittings, and so on in USA. GreenEnergy
International INC. will also focus to helping clients in expanding their business in
various state of USA.
GreenEnergy International INC achieved turnover of INR 70.66 Lakh during financial year
2022-23. The loss before tax stood at INR 20.22 Lakh making net loss for financial year
2022-23 of INR 20.22 Lakh. GreenEnergy International INC has not declared any dividend for
Financial Year 2022-23. The converted rupees annual accounts of GreenEnergy International
INC have been consolidated with the accounts of the Company for Financial Year 2022-23.
During the year under review, the Company has established wholly owned subsidiary -
Shish Global Solutions Private Limited to leverage the growth opportunities in the
business of facilitating transactions, commerce, electronic commerce, mobile commerce, any
type of commerce whether between businesses and other businesses or between business and
individual consumers for home and office decorative and interior designing items,
hardware, sanitary, building materials, pipes and fitting and such other materials and
items required for construction of homes and offices.
Further the Object clause of Shish Global Solutions Private Limited was altered by way
of addition to add objects in relation to providing software and information
technology-based business solutions in any form and manner to various entities and
business of online marketing, on-line shopping, Internet advertising and marketing,
creating virtual malls, stores, shops, creating shopping catalogues, providing secured
payment processing, net commerce solutions, online trading in and outside India but does
not include banking and money circulating business.
The financial performance of Subsidiary Companies in prescribed Form AOC-1 is annexed
to this Report as Annexure - B.
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
Though the various risks associated with the business cannot be eliminated completely,
all efforts are made to minimize the impact of such risks on the operations of the
Company. Necessary internal control systems are also put in place by the Company on
various activities across the board to ensure that business operations are directed
towards attaining the stated organizational objectives with optimum utilization of the
resources. Apart from these internal control procedures, a well-defined and established
system of internal audit is in operation to independently review and strengthen these
control measures, which is carried out by an experience auditor. The audit is based on an
internal audit plan, which is reviewed each year in consultation with the statutory
auditor of the Company and the audit committee. The conduct of internal audit is oriented
towards the review of internal controls and risks in its operations.
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 Company's internal controls over financial reporting was observed.
CORPORATE GOVERNANCE:
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 Practicing
Company Secretary with regards to compliance with the conditions of Corporate Governance
is annexed to the Board's Report as Annexure - C.
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
M/ s. K P C M & Co., Chartered Accountants, Surat (FRN: 117390W) were appointed as
Statutory Auditors of your Company at the second Annual General Meeting held on September
28, 2019, for a term of five consecutive years.
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.
SECRETARIAL AUDITOR AND THIEIR REPORT
The Company has appointed Mr. Anand Lavingia, Practicing Company Secretary, to conduct
the secretarial audit of the Company for the financial year 2022-23, as required under
Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report
for the financial year 2022-23 is annexed to this report as an Annexure - D - 1.
The Annual Secretarial Compliance Report for the financial year ended March 31, 2023
issued by Mr. Anand Lavingia, in relation to compliance of all applicable SEBI
Regulations/ Circulars/ Guidelines issued thereunder, pursuant to requirement of
Regulation 24A of the Listing 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 in force) is annexed to this report as an Annexure - D - 2.
The above reports contain remark regarding 1) Late Submission of Voting Result in XBRL
format and 2) The Company has not intimated the exchange about the board meeting at least
two working days in advance, excluding the date of the intimation and date of the meeting
which was scheduled on March 31, 2023.
Your directors submit that the Company takes all measures to timely comply with the
entire requirement. However, the delay occurred purely due to oversight and Company
ensures to make timely compliance in future.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
INSURANCE
The assets of your Company have been adequately insured.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
There are no proceedings initiated/ pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the Business of the Company.
WEBSITE
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a
functional website namely "www.shishindustries.com" containing basic information
about the Company. The website of the Company is also containing information like
Policies, Shareholding Pattern, Financial Results and information of the designated
officials of the Company who are responsible for assisting and handling investor
grievances for the benefit of all stakeholders of the Company, etc.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the
Board of Directors' and 'General Meetings', respectively, have been duly complied by your
Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
INDUSTRIAL RELATIONS (IR):
The Company continues to maintain harmonious industrial relations. Company periodically
reviews its HR policies and procedures to aid and improve the living standards of its
employees, and to keep them motivated and involved with the larger interests of the
organisation. The Company has systems and procedures in place to hear and resolve
employees' grievances in a timely manner, and provides avenues to its employees for their
all-round development on professional and personal levels. All these measures aid employee
satisfaction and involvement, resulting in good Industrial Relations.
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.
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: |
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By order of the Board of Directors |
TP No.4, RS No.11 Paiki, 12-13 B, Paiki |
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For, SHISH INDUSTRIES LIMITED |
Plot C 1st Floor of 11, 12 Suryapur Mill |
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CIN: L25209GJ 2017PLC097273 |
Compound, Varachha Road, Surat- |
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395006, Gujarat, India |
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|
Rameshbhai Kakadiya |
Satishkumar Maniya |
Place: Surat |
Whole Time Director |
Chairman and Managing Director |
Date: June 21, 2023 |
DIN 07740518 |
DIN 02529191 |