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, 2024.
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.
NEW INITIATIVES Shishcart
Shishcart is more than just a platform it is a destination where
style meets innovation. Our passion lies in curating a diverse range of products that
reflect both your unique taste and modern needs. With a commitment to quality, our
handpicked selection of packaging solutions is designed to elevate your lifestyle and
enhance your operations.
Our Mission- Empowering lives through curated elegance and
innovative solutions that inspire.
Our Vision - To become the trusted Global Destination for
unparalleled e-commerce experience and transformative products.
Inpackaging
InPackaging, initiated by Shish, transforms the packaging industry with
a wide range of packaging solutions, such as paper, plastic, metal, wooden, sustainable
packaging and packaging accessories. Our commitment to sustainable innovation ensures
secure packing and promotes plastic waste recycling.
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
behaviors. We at Shish have taken a pledge to go green and have taken following measures
to implement the same. - Implemented a recycling program - Conserve energy within
the office - Promote a paperless office - Support green vendors - Reduce by reusing -
Invest in office plants - Conserve human energy - Encourage sustainable transportation -
Get outside and volunteer - Make green thinking a key part of your company culture
FINANCIAL YEAR 2023-24 AT GLANCE Financial Highlights
|
Standalone |
Consolidated |
| Particulars |
F.Y. 2023-24 |
F.Y. 2022-23 |
F.Y. 2023-24 |
F.Y. 2022-23 |
| Revenue from Operations |
8,547.88 |
7,022.97 |
8,574.08 |
6,853.79 |
| Other Income |
265.48 |
175.15 |
263.85 |
178.76 |
| Total Income |
8,813.36 |
7,198.12 |
8,837.93 |
7,032.55 |
| Less: Total Expenses before Depreciation, Finance Cost and
Tax |
7,493.17 |
6,296.24 |
7,313.00 |
5,955.59 |
| Profit before Depreciation, Finance Cost and Tax |
1,320.19 |
901.88 |
1,524.93 |
1,076.95 |
| Less: Depreciation |
112.28 |
99.62 |
143.69 |
127.92 |
| Less: Finance Cost |
77.14 |
33.73 |
95.02 |
51.23 |
| Profit Before Tax |
1,130.73 |
768.52 |
1,113.70 |
897.81 |
| Less: Current Tax |
285.13 |
193.42 |
309.13 |
219.28 |
| Less: Short provision for earlier year |
4.55 |
6.34 |
5.76 |
6.34 |
| Less: Deferred tax Liability (Asset) |
(2.15) |
(4.43) |
(1.62) |
(5.68) |
| Profit after Tax |
843.20 |
573.19 |
800.43 |
677.87 |
FINANCIAL PERFORMANCE On Standalone Basis
During the year under review, the revenue from operation of the Company
was stood at INR 8,547.88 Lakhs as against that of INR 7,022.97 Lakhs for previous year.
Revenue from operation of the Company was increased by 21.71% over previous year. Profit
before Tax for the financial year 2023-24 stood at INR 1,130.73 Lakhs as against that of
INR 768.52 Lakhs making the net profit of INR 843.20 Lakhs for the financial year 2023-24
as against the net profit of INR 573.19 Lakhs for the financial year 2022-23. 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 16.66% 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 27.92% than that of
previous year.
On Consolidated Basis
The consolidated revenue from operation of the Company for financial
year 2023-24 stood at INR 8,574.08 Lakhs as against that of INR 6,853.79 Lakhs for
previous year. The consolidated net profit after tax for the financial year 2023-24 was
stood at INR 800.43 Lakhs as compared to INR 677.87 Lakhs for the previous financial year
2022-23. The Company has reported growth of 18.09% in consolidated net profit after tax
and 25.10% in revenue for the full financial year 2023-24 as compared to the previous
financial year 2022-23. The increase in profit after tax was achieved due to effective
purchase policy of the Company and thereby reducing the cost of raw materials.
FINANCIAL STATEMENTS
The audited financial statements of the Company drawn up both on
standalone and consolidated basis, for the financial year ended March 31, 2024, in
accordance with the requirements of the Companies (Indian Accounting Standards) Rules,
2015 ("Ind AS") notified under Section
133 of the Act, read with relevant rules and other accounting
principles. The Consolidated Financial Statements have been prepared in accordance with
Ind AS and relevant provisions of the Act based on the financial statements received from
subsidiaries, as approved by their respective Board of Directors.
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 2023-24
(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 of the Company at their 6th Annual General Meeting held on July 20th,
2023, at 05:00 P.M. at Park Inn by Radisson, Beside Sumerru
Business Corner, Lane of Rajhans Theatre, Pal, Surat, 395009, Gujarat,
India, the authorized share capital of the Company had been increased from INR 1,500.00
Lakh divided into 15000000 Equity Shares of INR 10.00/- each to INR 4,000.00 Lakh divided
into 40000000 Equity Shares of INR 10.00/-. The Authorized share Capital of the Company,
as at closure of financial year 2023-24, was INR 4,000.00 Lakh divided into 40000000
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 No. 01/2023-24 held on April 25, 2023, through Video Conferencing
("VC") / Other Audio-Visual Means ("OAVM"), the Company had 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;
- Vide Special Resolution passed by the Members at their 6th
Annual General Meeting held on July 20th, 2023, at 05:00 P.M. at Park Inn by
Radisson, Beside Sumerru Business Corner, Lane of Rajhans Theatre, Pal, Surat, 395009,
Gujarat, India, the Company had allotted total 22794266 Equity Shares of INR 10.00 each to
the shareholders of the Company whose names appeared in the register of members of the
company as on record date i.e. July 28, 2023 by way of bonus issue; - Vide Special
Resolution passed by the Members at their Extra Ordinary General Meeting 02/2023-24 held
on September 30, 2023, through Video Conferencing ("VC") / Other Audio-Visual
Means ("OAVM"), the Company has allotted total 815750 Equity
Shares of INR 10.00 each to Promoters & Promoter group and persons other than the
promoters & promoter group, on Preferential Basis, at an Issue Price of INR 120.60 per
Equity Share. Issued, Subscribed & Paid-up share Capital of the Company, after
Preferential and Bonus Issue, as at closure of financial year 2023-24, was INR 3,500.71
Lakhs divided into 35007149 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 01/2024-25 held on April 6, 2024, through Video
Conferencing ("VC") / Other Audio-Visual Means ("OAVM"),
- The Company had further allotted total 6,29,040 Equity Shares of INR
10.00 each to persons other than promoters and promoter group, on Preferential Basis, at
an Issue Price of INR 120.05 per Equity Share and
- The Company had further allotted 3266800 fully convertible Equity
warrants each convertible into, or exchangeable for, 1 fully paid-up equity share of the
Company of face value Rupees 10.00, on a preferential basis, to the Promoters &
Promoter Group and the persons other than the Promoters and Promoter Group, at price of
Rupees 120.05 per Warrant. Issued, Subscribed & Paid-up share Capital of the Company,
as on the date of this report, stood at INR 3,560.12 Lakhs divided into 35601169 Equity
Shares of INR 10 each.
The required disclosures with respect to the allotment of warrants are
as follows;
| Description |
Particulars |
| Date of issue and allotment of warrants |
Date of issue: 07/03/2024; Date of allotment:
10/05/2024 |
| Number of warrants |
3266800 preferential allotment |
| Whether the issue of warrants was by way of preferential
allotment, private placement, public issue |
|
| Issue price |
INR 120.05 |
| Maturity date |
09/11/2025 |
| Amount raised, specifically stating as to whether twenty
five percent of the consideration has been collected upfront from the holders of the
warrants |
Company has raised amount of INR 9,81,98,472.00 till the date
of this report for allotment of warrants. |
|
Company hereby confirms that an amount of Rupees 30.05
(Rupees Thirty and Five Paise Only) which is higher than minimum 25% (twenty five per
cent) of the Warrant Issue Price has been collected upfront from the holders of the
warrants as upfront payment ("Warrant Subscription Price") |
| Terms and conditions of warrants including conversion
terms |
Pursuant to Regulation 160(c) of ICDR Regulations, the
allotment of the Warrants (including the Equity Shares to be allotted on conversion of
such Warrants) has been made in dematerialised form. |
|
The Warrant Holders shall be, subject to the SEBI (ICDR)
Regulations and other applicable rules, regulations and laws, entitled to exercise the
conversion rights attached to the Warrants in one or more tranches within a period of 18
(Eighteen) months from the date of allotment of the Warrants by issuing a written notice
to the Company specifying the number of Warrants proposed exchanged or converted with /
into the Equity Shares of the Company and making payment at the rate of Rupees 90.00
(Rupees Ninety only) approximately balance 75% (seventy five per cent) of the Warrant
Issue Price ("Warrant Exercise Price") in respect of each Warrant proposed to be
converted by the Warrant Holder. |
|
On receipt of such application from a Warrant Holder, the
Company shall without any further approval from the Shareholders of the Company take
necessary steps to issue and allot the corresponding number of Equity Shares to the
Warrant Holders. |
|
If the entitlement against the Warrants to apply for the
Equity Shares of the Company is not exercised by the Warrant Holders within the aforesaid
period of 18 (eighteen) months, the entitlement of the Warrant Holders to apply for Equity
Shares of the Company along with the rights attached thereto shall expire and any amount
paid by the Warrant Holders on such Warrants shall stand forfeited. |
|
The pre-preferential allotment shareholding of the Warrant
Holders, if any, in the Company and Warrants allotted in terms of the resolution dated
06/04/2024 and the resultant Equity Shares arising on exercise of rights attached to such
Warrants shall be subject to lock-in as per the provisions of the SEBI (ICDR) Regulations. |
|
The Equity Shares allotted on exercise of the Warrants shall
only be in dematerialized form before an application seeking in-principle approval is made
by the Company to the stock exchange(s) where its Equity Shares are listed and shall rank
pari passu with the then existing Equity Shares of the Company in all respects including
entitlement to voting powers and dividend. |
|
The issue and allotment of the Warrants and the exercise of
option thereof will be governed by the Memorandum and Articles of Association of the
Company, the Act, SEBI (ICDR) Regulations, Listing Regulations, applicable rules,
notifications and circulars issued by the SEBI, Reserve Bank of India and such other acts
/ rules / regulations as maybe applicable. |
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, 2024, board comprises of 6 (Six) Directors out of which 3
(Three) Directors are Promoter Executive Directors 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 15
(Fifteen) times, viz May 1, 2023, May 16, 2023, June 21, 2023, July 17, 2023, July 29,
2023, August 29, 2023, September 5, 2023, October 18, 2023, November 23, 2023, November
30, 2023, December 15, 2023, January 19, 2024, February 6, 2024, March 7, 2024 and March
11, 2024.
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 11, 2024
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://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/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 2024-25. 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. In the opinion of the Board, the Independent Directors possess the
requisite expertise and experience and are persons of high integrity and repute. 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. The details of programme for familiarisation of
Independent Directors with the Company, nature of the industry in which the Company
operates and related matters are uploaded on the website of the Company at the link:
https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/Familiarisation-Programme-for-IDs.pdf
None of Independent Directors have resigned during the year.
Information on Directorate
During the year under review, 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 AudioVisual
Means ("OAVM").
Further from the date of completion of the financial year 2023-24 till
the date of this report, Mr. Rasik Govindbhai Bharodia (DIN: 08514767) had been
reappointed as Non-Promoter Non-Executive Independent Director w.e.f. 18/07/2024 for a
second term of 5 (five) consecutive years vide Special resolution passed at the Extra
ordinary general meeting of the Members held on 06/04/2024 through Video
Conferencing ("VC") / Other Audio-Visual Means
("OAVM").
Rationale for Re-appointment of Mr. Rasik Govindbhai Bharodia (DIN:
08514767): In the opinion of the Board, Mr. Rasik Govindbhai Bharodia (DIN: 08514767) is a
person of integrity, possess relevant expertise/experience and fulfills the conditions of
his reappointment as an Independent Director as specified in the Act, Rules made
thereunder and the SEBI Listing Regulations. Further, keeping in view his qualifications,
vast experience and knowledge, the Board of Directors consider that his association would
be of immense benefit to the Company and it was in the interest of the Company to
reappoint him as an Independent Director of the Company.
In accordance with the provisions of the Articles of Association and
Section 152 of the Companies Act, 2013, Mr. Satishkumar Dayabhai Maniya (DIN 02529191),
Chairman and Managing 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 seventh 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. Nishit Rameshbhai Lakhani as Chief Financial Officer of the Company, Mrs.
Vibha Khandelwal as Company Secretary and Compliance Officer of the Company (till November
30, 2023) and Ms. Suman Mohanlal Jat as Company Secretary and Compliance Officer of the
Company (w.e.f. December 15, 2023).
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 Ms. Suman Mohanlal Jat 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.
Directorsf 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, 2024,
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, 2024 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
2. Stakeholders Relationship Committee
3. Nomination and Remuneration 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, 2024, 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. Detailed Disclosure for Audit
Committee is given in Corporate Governance Report annexure to this report.
Corporate Social Responsibility (CSR) Committee
Pursuant to Section 135 of Companies Act, 2013, the Company has
constituted Corporate Social Responsibility Committee ("the CSR Committee") with
object to recommend the Board a Policy on Corporate Social Responsibility and amount to be
spent towards Corporate Social Responsibility. 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.
During the year under review, CSR Committee Meetings were held on
January 19, 2024; February 6, 2024 and March 11, 2024 in which requisite quorum were
present. The meetings were held to review and approve the expenditure incurred by the
Company towards CSR activities.
The Composition of the Corporate Social Responsibility Committee as on
March 31, 2024 is 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 |
The CSR Policy may be accessed at the web link
https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/CSR+Policy.pdf.
The Annual Report on CSR activities in prescribed format is annexed as an Annexure A.
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://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/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://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/Nomination-and-Remuneration-Policy.pdf.
REMUNERATION OF DIRECTORS
The details of remuneration/sitting fees paid during the financial year
2023-24 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.
EMPLOYEE STOCK OPTION PLAN
The Company has instituted one schemes viz, "Shish Industries
Limited
- Employee Stock Option Plan 2023" ("ESOP 2023"
or "Scheme"). During the year under review, there has not been any
material change/s in the scheme and the scheme is in compliance with the Securities and
Exchange Board of India (Share based Employee Benefits and Sweat Equity) Regulations,
2021. The Company has not granted any options under ESOP 2023 up to 31st March
2024. A certificate from Secretarial Auditor of the Company i.e. Mr. Anand Lavingia,
Practicing Company Secretary, has been received confirming that ESOP Scheme 2023, has been
implemented in compliance with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations")
and in accordance with resolutions of the Company. A copy of the certificate has been
uploaded on the website of the Company and can be viewed at
https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/financial-annual-report/annual-report/ESOP+Certificate.pdf.
The disclosures with respect to "ESOP 2023" as required by Section 62 of
the Companies Act, 2013, Rule 12 of Companies (Share Capital and Debentures) Rules, 2014
and the Securities and Exchange Board of India (Share based Employee Benefits and Sweat
Equity) Regulations, 2021 are set out in Annexure-B to the Board?s Report and
can also be viewed at
https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/financial-annual-report/annual-report/ESOP+Disclosure+FY+2023-24.pdf.
WEB LINK OF ANNUAL RETURN
The link to access the Annual Return is
https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/financial-annual-report/annual-report/Annual+return+FY+2023-24.pdf
RELATED PARTIES TRANSACTION
During the year under review, vide Special Resolution passed by the
Members at their Extra Ordinary General Meeting held on September 30, 2023, through Video
Conferencing ("VC") / Other Audio-Visual
Means ("OAVM"), the Company had entered into material related
party transactions with Mr. Rameshbhai Kakadiya, Promoter cum Whole-Time Director of the
Company. Further, there are no materially significant Related Party Transactions made by
the Company with any other Promoter, Directors, Key Managerial Personnel. None of these
transactions 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://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/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 entered into a related party transaction with the Mr. Rameshbhai Kakadiya
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 annexed to this Report as Annexure
C. Apart from this there were no other material related party transactions.
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
The details of utilization of preferential issue proceeds as on the
date of this report is provided as follows:
| Issue proceeds raised during the FY 2023-24 |
Modified Object, if any |
Original Allocation (INR in Lakh) |
Modified allocation, if any |
Funds Utilized (INR in Lakh) |
Amount of Deviation / Variation |
Remarks if any |
| Increased working capital requirement |
-- |
1,703.82 |
-- |
1,632.83 |
-- |
-- |
| Capital Expenditure |
-- |
-- |
-- |
-- |
-- |
-- |
| General Corporate Purpose |
-- |
-- |
-- |
-- |
-- |
-- |
| Issue proceeds raised during the FY 2022-23 |
Modified Object, if any |
Original Allocation (INR in Lakh) |
Modified allocation, if any |
Funds Utilized (INR in Lakh) |
Amount of Deviation / Variation |
Remarks if any |
| Increased working capital requirement |
-- |
1,063.60 |
-- |
1,063.60 |
-- |
-- |
| Capital Expenditure |
-- |
-- |
-- |
-- |
-- |
-- |
| General Corporate Purpose |
-- |
-- |
-- |
-- |
-- |
-- |
PUBLIC DEPOSIT
The Company has not accepted any deposits from the public falling
within the ambit of Section 73 of the Companies Act, 2013 (‘the Act?) and the
Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits,
unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited with the
Investor Education and Protection Fund as on March 31, 2024.
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
| Sr. No. Particulars |
F.Y. 2023-24 |
F.Y. 2022-23 |
| 1. Exports of Goods calculated on F.O.B. basis |
4,514.30 |
3,869.71 |
ii.) Details of Foreign Exchange Expenditure
| Sr. No. Particulars |
F.Y. 2023-24 |
F.Y. 2022-23 |
| 1. Import of Raw Material / Goods |
7.46 |
11.05 |
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. 2023-24.
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 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 opened for
inspection in electronic form. Any Member interested in obtaining a copy of the same may
write to the Company Secretary.
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. The Company has complied with the applicable provisions of Section
186 of the Act during the under review.
During the year under review, the Company has
(1) invested total INR 15.00 Lakhs as Equity Contribution in its wholly
owned subsidiary Varni Wood & Paper Packaging Private Limited;
(2) acquired by way of subscription the securities of other body
corporate worth INR 18.13 Lakhs;
(3) granted total INR 233.16 Lakhs as Unsecured Loan to its wholly
owned subsidiary Shish Global Solutions Private Limited, total INR 44.46 Lakhs as
Unsecured Loan to its wholly owned subsidiary Varni Wood & Paper Packaging Private
Limited, total INR 23.95 Lakhs as Unsecured Loan to Dunnage Bag Private Limited and total
INR 931.44 to Interstar Polyfab Private Limited;
(4) 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.
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.
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.
MATERIAL CHANGES AND COMMITMENT
Post closure of financial year, 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
1) allotment of total 594020 Equity Shares of INR 10.00 each to
persons other than promoters and promoter group, on Preferential Basis, at an Issue Price
of INR 120.05 per Equity Share,
2) acquisition of 100% stake in Dunnage Bag Private Limited (CIN
U25209GJ2020PTC117970) and 76.67% stake in Interstar Polyfab Private Limited (CIN
U17299GJ2021PTC123765) by way of subscription to their Equity shares respectively pursuant
to which both the Companies have become subsidiaries of the Company and
3) allotment of 3266800 fully convertible Equity warrants each
convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face
value Rupees 10.00, on a preferential basis, to the Promoters & Promoter Group and the
persons other than the Promoters and Promoter Group, at price of Rupees 120.05 per
Warrant.
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 257.30 Lakh
during financial year 2023-24. The Profit Before Tax stood at INR 135.51 Lakh making net
profit for financial year 2023-24 of INR 110.53 Lakh. Shish Polylam Private Limited has
not declared any dividend for Financial Year 2023-24. The annual accounts of Shish Polylam
Private Limited has been consolidated with the accounts of the Company for Financial Year
2023-24.
The Company had also established a wholly owned subsidiary Company -
GreenEnergy International INC in Texas, USA. GreenEnergy International INC leverages 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. also focuses on helping clients in expanding their business in various
state of USA.
GreenEnergy International INC achieved turnover of INR 537.35 Lakh
during financial year 2023-24. The loss before tax stood at INR 17.06 Lakh making net loss
for financial year 2023-24 of INR 13.66 Lakh. GreenEnergy International INC has not
declared any dividend for Financial Year 2023-24. The converted rupees annual accounts of
GreenEnergy International INC have been consolidated with the accounts of the Company for
Financial Year 2023-24.
The Company had 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 and 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.
Shish Global Solutions Private Limited achieved turnover of INR 735.44
Lakh during financial year 2023-24. The loss before tax stood at INR 137.64 Lakh making
net loss for financial year 2023-24 of INR 137.64 Lakh. Shish Global Solutions Private
Limited has not declared any dividend for Financial Year 2023-24. The annual accounts of
Shish Global Solutions Private Limited have been consolidated with the accounts of the
Company for Financial Year 2023-24.
During the year under review, the Company had incorporated wholly owned
subsidiary - Varni Wood & Paper Packaging Private Limited to leverage the growth
opportunities in the business of manufactures, engineers, contractors, founders, and
designers of all kinds of Industrial packing materials.
Varni Wood & Paper Packaging Private Limited achieved turnover of
INR 82.00 Lakh during financial year 2023-24. The profit before tax stood at INR 2.93 Lakh
making net profit for financial year 2023-24 of INR 2.14 Lakh. Varni Wood & Paper
Packaging Private Limited has not declared any dividend for Financial Year 2023-24. The
annual accounts of Varni Wood & Paper Packaging Private Limited have been consolidated
with the accounts of the Company for Financial Year 2023-24.
Moreover, after completion of the financial year 2023-24 and till the
date of this report the Company has acquired 100% stake in Dunnage Bag Private Limited
(CIN U25209GJ2020PTC117970) and 76.67% stake in Interstar Polyfab Private Limited (CIN
U17299GJ2021PTC123765) by way of subscription to their Equity shares respectively pursuant
to which both the Companies have become subsidiaries of the Company.
The Policy for determining material subsidiary company, as approved by
the Board, may be accessed on the Company?s website at the link
https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/Policy-for-Determining-Material-Subsidiaries.pdf
The Company does not have any Joint venture or associate Company. There
has been no material change in the nature of the business of the subsidiaries.
The financial performance of Subsidiary Companies in prescribed Form
AOC-1 is annexed to this Report as Annexure E.
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 F.
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 the Company at the second Annual General Meeting
held on September 28, 2019, for a term of five consecutive years. The present term is
expiring at the seventh annual general meeting of the Company. 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.
In terms of provision of Section 139(2) of the Companies Act, 2013, M/s. K P C M &
Co., Chartered Accountants, Surat (FRN: 117390W) may be re-appointed for further period of
4 (four) years i.e. from the conclusion of 7th Annual General Meeting of the
Company till 11th Annual General Meeting of the Company and hence Board of
Directors of the Company recommends resolution for re-appointment of M/s. K P C M &
Co., Chartered Accountants, Surat (FRN: 117390W) as statutory auditor of the Company. The
Company has received confirmation from M/s. K P C M & Co., Chartered Accountants,
Surat (FRN: 117390W) that they are not disqualified from continuing as the Auditors of the
Company.
SECRETARIAL AUDITOR AND THEIR REPORT
The Company has appointed Mr. Anand Lavingia, Practicing Company
Secretary, to conduct the secretarial audit of the Company for the financial year 2023-24,
as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The
Secretarial Audit Report for the financial year 2023-24 is annexed to this report as an Annexure
G 1
The Annual Secretarial Compliance Report for the financial year ended
March 31, 2024 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 G 2.
The above reports do not contain any remarks by the Secretarial Auditor with regards to
Financial year 2023-24.
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.
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 2023-24,
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, 2024.
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 organization. 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.
DETAILS OF THE DESIGNATED OFFICER:
Ms. Suman Mohanlal Jat, Company Secretary & Compliance officer of
the company is acting as Designated Officer under Rule (9) (5) of the Companies
(Management and Administration) Rules, 2014.
LARGE ENTITY:
The Board of Directors of the Company hereby confirm that the Company
is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 (NCS Regulations).
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.
LOAN FROM DIRECTORS:
The Company had accepted loan of INR 55.43 Lakhs during the financial
year 2023-24 from Mr. Satishkumar Dayabhai Maniya, Managing Director of the Company.
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.
The Board of Directors state that no disclosure or reporting is
required in respect of the following matters as there were no transactions or
applicability pertaining to these matters during the year under review:
i) Voting rights which are not directly exercised by the employees in
respect of shares for the subscription/ purchase of which loan was given by the Company
(as there is no scheme pursuant to which such persons can beneficially hold shares as
envisaged under section 67(3)(c) of the Companies Act, 2013). ii) One time settlement of
loan obtained from the banks or financial institutions. iii) Issue of equity shares with
differential rights; iv) Issue of sweat equity shares; v) There is no revision in the
Board Report or Financial Statement;
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.
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