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Shetron Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors are pleased to present the Forty Fifth (45^th) Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended 31st March, 2025.

FINANCIAL HIGHLIGHTS:

The summarized financial performances for the Financial Year ended March 31,2025 are as under:

Particulars	2024-25 '' in Lakhs	2023-24 '' in Lakhs
Gross Sales and Other Income	22,968	24,072
Profit before Interest and Depreciation	1915	2412
Finance Cost	824	884
Depreciation	620	610
Profit before Tax	471	918
Less: Provision for Tax	160	264
Less: Deferred Tax	3	1
Profit after tax	308	653
Other Comprehensive Income	-	-
Total Comprehensive Income	308	653
Dividend	90	45
Net Comprehensive Income	218	608

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

Your Company has achieved turnover of Rs. 22,968 lakhs as against Rs. 24,072 lakhs showing a decrease of 4.58% over the previous year. The Company reported net profit of Rs. 308 lakhs in FY 2024-25 as against profit of Rs. 653 lakhs in previous year showing a decrease of 52.8 % over the previous year. Our Company experienced a decline in mango sales due to crop failure. However, we''ve been proactive in diversifying our product portfolio to reduce dependence on agro and seasonal products. We''ve successfully transitioned to industrial packaging for non-agro and non-seasonal products, and our customers are satisfied with our services.

The Company now catering to a wide range of industries, including coffee, sweetmeats, dairy products, ghee, gheekins, mushrooms, pineapple, and pharma health products, with a consistent supply chain throughout the year. Furthermore, we''ve set up a new production line to tap into western market, which is currently operational and poised for growth this year.

During the year, the Company has taken expansion plan to increase capacity of food cans by installing additional can lines at Bangalore to cover the southern region and also Mumbai to cover western region, expecting growth over the period.

Your Company upgraded printing & Coating lines to improve quality and increase capacity to support enhanced capacity of Cans at Bangalore and Mumbai region. The existing customers have increased the volume because of the consistency in quality and services. The Company also added few global customers which has increased the export sales.

Raw material like inks & coating, packing material, gas, electricity and all consumables cost are increasing and it is a challenge to pass on cost to key customers. Your Company has taken several steps to control operational cost and working capital utilization by inventory control and collections etc.

However, your Company''s strengths lie on high quality and services and considered as preferred supplier. The demand for the products is growing in all the segments.

DIVIDEND:

Your Company has voluntarily adopted Dividend Distribution Policy in line with SEBI (LODR) Regulations, 2015. Pursuant to the Dividend Distribution Policy of the Company, your Directors are pleased to recommend dividend of 10 % i.e. Rs. 1.00 per Equity Share of face value of Rs. 10 each for financial year 2024-25 for consideration and approval of the Members at the ensuing Annual General Meeting of the Company.

The policy on Dividend Distribution Policy is available on the website of the Company at

https://firebasestorage.googleapis.eom/v0/b/quickfixc303c.appspot.com/o/Make%2FAdmin1675667398600Divi dend%20Distribution%20Policy.pdf?alt=media&token=1ababc7a-e7ab-43a9-86bb-25e8d84f749d TRANSFER TO RESERVES:

Your Board does not propose to transfer any amounts to reserves for the financial year ended on 31st March, 2025. CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year.

BUSINESS PERSPECTIVE:

Tin Containers Market Size was estimated at 12.38 (USD Billion) in 2024. The Tin Containers Industry is expected to grow from 12.95 (USD Billion) in 2025 to 18.58 (uSd Billion) by 2034. The Tin Containers Market CAGR (growth rate) is expected to be around 4.62% during the forecast period (2025 - 2034).

A significant trend pushing the tin containers market is the need for sustainable packaging, especially in the food and beverage industry. Tin can be a good material for packaging because it can be recycled, cannot rust, and keeps products well. The growth of e-commerce and home delivery services has also contributed to this, as tin cans are suitable for packaging online orders. They have become an ideal alternative to plastic packaging due to concerns related to the environment from consumers. In a bid to make them better-looking as well as functional, manufacturers are researching improved designs and coatings on tin containers. There is also an increased use of smart packing techniques, such as RFID tags, to improve supply chain management and customer engagement. The metal cans industry in India is coming up with some interesting and captivating packaging concepts. However, the key component is the sustainability and recyclability of the packaging material. There are contemplations of a major role of metal packaging, including metal cans and containers, in the future, as it is manufactured out of sustainable material - tinplate or tin-free steel, and follows the principles of reduce-reuse-recycle.

The global packaging business has experienced consistent growth over the last decade due to substrate choice changes, expansion of new markets, and changing ownership dynamics. Traditional packaging may continue to be replaced by flexible packaging, high-barrier films, and stand-up retort pouches may challenge rigid pack formats like metal tins and glass jars for a wide range of food products.

The highlights of the industry trend, the outlook and the opportunities ahead for the Company are exhibited in detail in the Management Discussion and Analysis Report.

EXPORTS:

In the year 2024-25, the export turnover was Rs. 4347/- Lakhs as compared to the previous year exports of Rs. 4748/- Lakhs recording a decrease of 8.45 % over the previous year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on date, your Company does not have any subsidiary or Joint Venture Company.

The Company has no associate Companies within the meaning of Section 2(6) of the Companies Act, 2013. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of the report.

SHARE CAPITAL:

During the financial year ended as on March 31, 2025, the Authorized Share Capital of the Company was Rs. 30,00,00,000/- (Rupees Thirty Crores Only) and the Paid up Share Capital was Rs. 9,00,33,000/- (Rupees Nine Crores Thirty-Three Thousand Only). No changes took place in Share Capital of the Company during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, the reviews performed by Management and the relevant Board Committees, including the Audit Committee, your Board is of the opinion that the Company''s internal financial controls were adequate during the financial year 2024-25.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirms that:

1) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) 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 and loss of the company for that period;

3) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4) The Directors had prepared the Annual Accounts on a Going Concern basis;

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Members of the Company''s Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment to the Company and devote adequate time to the meetings and preparation.

Retirement by rotation and subsequent re-appointment

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Diwakar Sanku Shetty (DIN: 00432755), Executive Chairman and Whole Time Director, retires at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Changes to key managerial personnel

There was no change to Key Managerial Personnel.

DECLARATIONS FROM DIRECTORS:

The Company has received necessary declarations from each Independent Director of the Company under the provisions of Section 149(7) of the Companies Act, 2013, that they meet the criteria of their Independence laid down under the provisions of Section 149(6) of the Companies Act, 2013 read with the Listing Regulations. All the Independent Directors have also confirmed under Regulation 16(b) of the Listing Regulations that they are not Non- Independent Director of another Company on the Board of which any Non-Independent Director of the listed entity is an Independent Director.

None of the Directors of the Company is disqualified from being appointed as Director as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. BOARD MEETINGS:

During the year under review, the Board of Directors met four (4) times i.e. on 17-May-2024, 06-August-2024, 29-October-2024 and 11-February-2025.

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. The Notice and Agenda of the Meetings were circulated to Directors in advance. Minutes of the Meetings of the Board of Directors were circulated amongst the Directors for their perusal.

Further, pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013, the Independent Directors held a separate meeting on 11^th February, 2025.

SEBI (LODR)(Amendment) Regulations, 2018 has changed the evaluation criteria of Independent Directors from April 1,2019. As per the amendment, evaluation of Independent Directors by the entire Board shall include:

(a) Performance of Directors and

(b) Fulfilment of independence criteria as specified in Listing Regulations and their independence from the management.

The Board has evaluated the Independent Directors and confirms that all the Independent Directors of the Company fulfils the independence criteria as specified in the Listing Regulations and their independence from the management.

Details on terms of appointment of Independent Directors and the familiarization program have been displayed on website of the Company at

https://firebasestorage.googleapis.com/v0/b/quickfixc303c.appspot.com/o/Make%2FAdmin1745991707486Fa

miliarisation%20programme%20for%20Independent%20Directors.pdf?alt=media&token=4d333e98-a365-

43ed-b54

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policy of the Company on director''s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and such other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013, is available on the Company''s website at

https://firebasestorage.googleapis.com/v0/b/quickfixc303c.appspot.com/o/Make%2FAdmin1652095551082Lett

er%20of%20Appointment%20-%20Independent%20Directors.pdf?alt=media&token=deec0d1d-da5c-4939-

8d35-b7

The Company affirms that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its performance, and of the Directors individually, as well as the evaluation of the working of its Committees.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE:

During the year the Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

The details of the investments made by Company are given in the notes to the financial statements.

ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, an Annual Return in Form MGT-7 is placed on the website of the Company at https://firebasestorage.googleapis.com/v0/b/quickfixc303c.appspot.com/o/Make%2 FAdmin1663646559020MG T%207.pdf?alt=media&token=e2f78620-86e9-4d93-95e0-43ab8f987506

DETAILS OF INTERNAL FINANCIAL CONTROLS REALTED TO FINANCIAL STATEMENTS:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India.

COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings (SS-1) and General Meetings (SS-2).

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Regulations and Accounting Standards, your Company has made additional disclosures in respect of Related Party transactions and segment reporting in notes to accounts.

RISK MANAGEMENT POLICY:

The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on an ongoing basis. The Policy for risk management is available on the Company''s website at

https://firebasestorage.googleapis.com/v0/b/quickfixc303c.appspot.com/o/Make%2FAdmin1652094546446Ris

k%20Management%20Policy.pdf?alt=media&token=ebc2aff8-6b75-488c-8110-9b27014d3a59

DEPOSITS:

In terms of the provision of Sections 73, 74 & 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, your Company has not accepted/ renewed any fixed deposits from the public during the year under review.

Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) At the beginning of the year : Nil

(ii) Maximum during the year : Nil

(iii) At the end of the year : Nil

FRAUD REPORTED BY THE AUDITORS DURING THE YEAR:

Not applicable as there were no such instances during the year under consideration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in (Annexure - 1) and is attached to this report.

The Company endeavours to support the environment by adopting environment-friendly practices in the working patterns. The efforts in this direction centre around making efficient use of natural resources, elimination of waste and promoting recycling of resources.

STATUTORY AUDITORS:

Messrs Naresh & Co, Chartered Accountants, (Firm Registration No. 011293S) were re-appointed as the Statutory Auditors at the Annual General Meeting held in the year 2022 and hold office for 4^th term of 5 years, till the conclusion of the 47th Annual General Meeting of the Company to be held in the year 2027. Consequent upon the amendments to the Companies Act, 2013, ratification of appointment of the statutory auditor at every Annual General Meeting is no longer required.

COST AUDITORS:

As per the requirement of the Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to all product line. The Board of Directors, on the recommendation of Audit Committee, has appointed Mr. Vishwanath Bhat, Messrs Proprietor Bhat & Co, to audit the cost accounts of the Company for the financial year 2025-26.

As required under the Companies Act, 2013, a resolution seeking approval of Members for the remuneration payable to the Cost Auditor forms part of the notice convening the Annual General meeting.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Vijayakrishna K T, Practising Company Secretary was undertaking the Report of the Secretarial Audit for the year ended 31st March, 2025 is attached to the Board''s Report (Annexure - 2).

Pursuant to the provision of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and Regulation 24A of the Listing Regulations, the Board appointed Mr. Parameshwar Ganapati Bhat, Practising Company Secretary as the Secretarial Audit of the Company for a period of five consecutive years from the financial year 2025-26 to 2029-30 and recommended to the shareholders for their approval at the ensuing Annual General Meeting.

AUDITORS'' REPORT AND SECRETARIAL AUDIT REPORT:

There was no qualification, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective reports and their reports are annexed.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act 2013 the Company is obligated to spend on Corporate Social Responsibility (CSR) for FY 2024-25. Since the CSR expenditure for FY 2024-25 is less than Rs. 50 lakhs the Company is not required to constitute a CSR Committee. The details of the CSR projects are given as Annexure -3 to this Report.

REPORT ON CORPORATE GOVERNANCE:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 27 of the Listing Regulations. A report on compliance of the code is annexed herewith as Annexure - 4.

Certificate from Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of the Listing Regulations, is attached to this report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All contracts / arrangements / transactions with related parties are placed before the Audit Committee and also the Board, as may be required, for approval.

The policy on Materiality of Related Party Transactions and also on dealing with related party transactions as approved by the Audit Committee and the Board of Directors are displayed on the Company''s website at

https://firebasestorage.googleapis.com/v0/b/quickfixc303c.appspot.com/o/Make%2FAdmin1744780450860Rel

ated%20Party%20Transaction%20Policy.pdf?alt=media&token=7f9486d0-2376-4061-b80b-27f67b5ab18a

All Related Party Transactions entered in to during the year were in Ordinary Course of the Business and at Arm''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding rupees one thousand crores or exceeding 10% of the annual consolidated turnover as per the last audited financial statements, whichever is lower, were entered during the year by your Company. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in (Annexure-5) in Form No. AOC-2 and the same forms part of this report.

Details of contracts / arrangements / transactions with related parties are given in the notes to the financial statements.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Adhering to the provisions of Section 125 of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has been employing women employees in various cadres within its office and factory premises. The Company has in place a policy against sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up at shop floor level to redress any complaints received. All employees are covered under the Policy.

(a) number of complaints filed during the financial year (2024-25) - Nil

(b) number of complaints disposed of during the financial year (2024-25) - Nil

(c) number of complaints pending as on end of the financial year (2024-25) - Nil HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

Your Company has complied with all applicable environment laws and labour laws. The Company has been taking all the necessary measures to protect the environment and maximize worker protection and safety. The Company''s policy requires conduct of operation in such a manner so as to ensure safety of all concerned, compliance of environment regulations and preservation of natural resources.

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014:

Disclosures required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed as Annexure - 6.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no such events during the year.

REVISION OF FINANCIAL STATEMENT OR THE ANNUAL REPORT:

As per the Secretarial Standards-4 in case the Company has revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

No such revision of Financial Statements took place in any of the three preceding financial years under consideration.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There was no such process initiated during the year and therefore, the said clause is not applicable to the Company.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

There were no such events which took place during the year under consideration.

CREDIT RATING OF SECURITIES:

The Credit ratings obtained by the Company during the year under review are as under:

Date	Facilities	Rating
25^th October, 2024	Long Term Facilities	ICRA BB (Positive)
	Short Term Facilities	ICRA A4

VIGIL MECHANISM:

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The Company has adopted a revised Whistle Blower policy, which provides a formal mechanism for all Directors and employees of the Company to approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy.

The policy on Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at

https://firebasestorage.googleapis.com/v0/b/quickfixc303c.appspot.com/o/Make%2FAdmin1743476599144Vigil

%20Policy.pdf?alt=media&token=a6ec6e17-069a-4f6b-8011-c04b55d24fe1

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:

The Company does not have any subsidiaries / associates. Hence, the said clause is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its business segment, annexed as Annexure- 7.

ANNEXURES FORMING A PART OF THE BOARD''S REPORT:

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:


	Annexure	Particulars
	1	Particulars of Conservation of Energy, Technology and Foreign Exchange
	2	Secretarial Audit Report
	3	Corporate Social Responsibility Report
	4	Corporate Governance Report
	5	Related Party Transactions
	6	Managerial Remuneration and Particulars of Employees
	7	Management Discussion And Analysis Report

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to bankers, business associates, consultants, various Government Authorities and employees at all levels in the Company for their continued support extended to your Company''s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed in your Company.

Mar 31, 2024

Your Directors are pleased to present the Forty Fourth (44^th) Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS:

The summarized financial performances for the Financial Year ended March 31,2024 are as under:

Particulars	2023-24 '' in Lakhs	2022-23 '' in Lakhs
Gross Sales and Other Income	24,073	24,550
Profit before Interest and Depreciation	2412	2,407
Finance Cost	884	1005
Depreciation	610	542
Profit before Tax	918	860
Less: Provision for Tax	264	260
Less: Deferred Tax	1	-
Profit after tax	653	600
Other Comprehensive Income	-	-
Total Comprehensive Income	653	600
Dividend	(45)	(45)
Net Comprehensive Income	608	555

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

Your Company has achieved turnover of Rs. 24,073 lakhs as against Rs. 24,550 lakhs showing a decrease of 1.95% over the previous year. The Company reported net profit of Rs. 653 lakhs in FY 2023-24 as against profit of Rs. 600 lakhs in previous year showing an increase of 8.83 % over the previous year.

Your Company has started last year industrial packaging for non-agro products and non-seasonal and has received good response from customers. During the year, the Company has taken expansion plan to increase capacity of food cans by installing additional can lines at Bangalore to cover the southern region and also Mumbai to cover western region, expecting growth over the period.

Your Company upgraded Printing & Coating lines to improve quality and increase capacity to support enhanced capacity of Cans at Bangalore and Mumbai region. The existing customers have increased the volume because of the consistency in quality and services. Your Company also added few global customers which has increased the export sales.

However, your Company''s strengths lie on high quality and services and considered as preferred supplier. The demand for the products are growing in all the segments.

DIVIDEND:

Your Company has voluntarily adopted Dividend Distribution Policy in line with SEBI (LODR) Regulations, 2015. Pursuant to the Dividend Distribution Policy of the Company, your Directors are pleased to recommend dividend of 10 % i.e. Rs. 1.00 per equity share of face value of Rs. 10 each for financial year 2023-24 for consideration and approval of the Members at the ensuing Annual General Meeting of the Company.

The policy on Dividend Distribution Policy is available on the website of the Company at

https://firebasestorage.googleapis.com/v0/b/quickfixc303c.appspot.com/o/Make%2 FAdmin1675667398600Divi dend%20Distribution%20Policy.pdf?alt=media&token=1ababc7a-e7ab-43a9-86bb-25e8d84f749d

TRANSFER TO RESERVES:

Your Board does not propose to transfer any amounts to reserves during the financial year ended on 31st March, 2024.

CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year.

BUSINESS PERSPECTIVE:

The India Metal Packaging Market is expected to register a CAGR of 6.52% over the forecast period, our Company have accomplished more than the expected growth which is 8 %. Increased urbanization is one of the significant reasons that are prompting Companies to increase metal cans and container production capacity. Moreover, the penetration of organized retail is also compelling market players to ramp up their capacity.

The metal cans industry in India is coming up with some interesting and captivating packaging concepts. However, the key component is the sustainability and recyclability of the packaging material. There are contemplations of a major role of metal packaging, including metal cans and containers, in the future, as it is manufactured out of sustainable material - tinplate or tin-free steel, and follows the principles of reduce-reuse-recycle.

The Global Packaging Market is expected to register a CAGR of 3.94% during the forecast period of 2022-2027.

The highlights of the industry trend, the outlook and the opportunities ahead for the Company are exhibited in detail in the Management Discussion and Analysis Report.

EXPORTS:

In the year 2023-24, the export turnover was Rs. 4713 /- Lakhs as compared to the previous year exports of Rs. 5689/- Lakhs recording a decrease of 17 % over the previous year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on date, your Company does not have any subsidiary or Joint Venture Company.

The Company has no associate Companies within the meaning of Section 2(6) of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of the report.

SHARE CAPITAL:

During the financial year ended as on March 31, 2024, the Authorized Share Capital of the Company was Rs. 30,00,00,000/- (Rupees Thirty Crores Only) and the Paid up Share Capital was Rs. 9,00,33,000/- (Rupees Nine Crores Thirty-Three Thousand Only). No changes took place in Share Capital of the Company during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirms that:

1) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

4) The Directors had prepared the Annual Accounts on a Going Concern basis;

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by rotation and subsequent re-appointment

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Praveen Vittal Mally (DIN: 00798354), Joint Managing Director, retires at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Based on the recommendations of the Nomination and Remuneration Committee, the Board at its Meeting held on

17^th May, 2024, has proposed the re-appointment of Mr. Praveen Vittal Mally for approval of shareholders at the ensuing AGM of the Company.

Re-appointment of Mr. Praveen Vittal Mally (DIN: 00798354) as Joint Managing Director of the Company

Based on the outcome of performance evaluation and recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on 17th May 2024 has recommended the reappointment of Mr. Praveen Vittal Mally (DIN: 00798354) as Joint Managing Director for a further period of three years (3) with effect from 16th May, 2025. Accordingly, a Special Resolution seeking re appointment of Mr. Praveen Vittal Mally as Joint Managing Director of the Company is included in the Notice convening the Annual General Meeting. Details of Mr. Praveen Vittal Mally are exhibited in the Explanatory Statement to the Notice of the Annual General Meeting. The Board of Directors recommends his appointment as Joint Managing Director of the Company.

Changes to key managerial personnel

Ms. Shipra Saha resigned as Company Secretary and Compliance Officer of the Company w.e.f 30^th October, 2023 and Mrs. Jyoti Kumari was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 25^thJanuary, 2024.

DECLARATIONS FROM DIRECTORS:

BOARD MEETINGS:

During the year under review, the Board of Directors met five (5) times i.e. on 15-May-2023, 04-August-2023, 30-October-2023, 25-January-2024 and 07-February-2024.

Further, pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013, the Independent Directors held a separate meeting on 7^th February, 2024.

(a) Performance of Directors and

(b) Fulfilment of independence criteria as specified in Listing Regulations and their independence from the management.

Details on terms of appointment of Independent Directors and the familiarization program have been displayed on website of the Company at https://firebasestorage.googleapis.com/v0/b/quickfix c303c.appspot.com/o/Make%2FAdmin1676628706742Familiarisation%20Programme%20for%20Independent %20Directors.pdf?alt=media&token=a1d2b150-2187-4705-bd5

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

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The Company affirms that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

BOARD EVALUATION:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE:

During the year the Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

The details of the investments made by Company are given in the notes to the financial statements.

ANNUAL RETURN:

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DETAILS OF INTERNAL FINANCIAL CONTROLS REALTED TO FINANCIAL STATEMENTS:

COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings (SS-1) and General Meetings (SS-2).

ADDITIONAL DISCLOSURES:

RISK MANAGEMENT POLICY:

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DEPOSITS:

Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(I) At the beginning of the year : Nil

(ii) Maximum during the year : Nil

(iii) At the end of the year : Nil

FRAUD REPORTED BY THE AUDITORS DURING THE YEAR:

Not applicable as there were no such instances during the year under consideration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

STATUTORY AUDITORS:

Messrs Naresh & Co, Chartered Accountants, (Firm Registration No. 011293S) were re-appointed as the Statutory Auditors at the Annual General Meeting held in the year 2022 and hold office for 3^rd term of 5 years, till the conclusion of the 47th Annual General Meeting of the Company to be held in the year 2027. Consequent upon the amendments to the Companies Act, 2013, ratification of appointment of the statutory auditor at every Annual General Meeting is no longer required.

COST AUDITORS:

As per the requirement of the Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to all product line. The Board of Directors, on the recommendation of Audit Committee, has appointed Mr. Vishwanath Bhat, Proprietor Messrs Vishwanath Bhat & Co, to audit the cost accounts of the Company for the financial year 2024-25.

As required under the Companies Act, 2013, a resolution seeking approval of Members for the remuneration payable to the Cost Auditor forms part of the notice convening the Annual General meeting.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Vijayakrishna K T, Practising Company Secretary was appointed to undertake the Secretarial Audit. The Report of the Secretarial Audit for the year ended 31st March, 2024 is attached to the Board''s Report (Annexure - 2).

AUDITORS'' REPORT AND SECRETARIAL AUDIT REPORT:

There was no qualification, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective reports and their reports are annexed.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act 2013 the Company is obligated to spend on Corporate Social Responsibility (CSR) for FY 2023-24. Since the CSR expenditure for FY 2023-24 is less than Rs. 50 lakhs the Company is not required to constitute a CSR Committee. The details of the CSR projects are given as (Annexure -3) to this Report.

REPORT ON CORPORATE GOVERNANCE:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 27 of the Listing Regulations. A report on compliance of the code is annexed herewith (Annexure - 4).

Certificate from Practising Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of the Listing Regulations, is attached to this report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All contracts / arrangements / transactions with related parties are placed before the Audit Committee and also the Board, as may be required, for approval.

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All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding rupees one thousand crores or exceeding 10% of the annual consolidated turnover as per the last audited financial statements, whichever is lower, were entered during the year by your Company. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in (Annexure-5) in Form No. AOC-2 and the same forms part of this report.

Details of contracts / arrangements / transactions with related parties are given in the notes to the financial statements.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Adhering to the provisions of Section 125 of the Companies Act, 2013 relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

(a) number of complaints filed during the financial year (2023-24) - Nil

(b) number of complaints disposed of during the financial year (2023-24) - Nil

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014:

Disclosures required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed as (Annexure - 6).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no such events during the year.

REVISION OF FINANCIAL STATEMENT OR THE ANNUAL REPORT:

No such revision of Financial Statements took place in any of the three preceding financial years under consideration.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There was no such process initiated during the year and therefore, the said clause is not applicable to the Company.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

There were no such events which took place during the year under consideration.

CREDIT RATING OF SECURITIES:

The Credit ratings obtained by the Company during the year under review are as under:

Date	Facilities	Rating
06^th October, 2023	Long Term Facilities	ICRA BB (Stable)
06^th October, 2023	Short Term Facilities	ICRA A4

VIGIL MECHANISM:

The policy on Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at

https://firebasestorage.googleapis.com/v0/b/quickfixc303c.appspot.com/o/Make%2 FAdmin1652094570110vigil .pdf?alt=media&token=6f91357d-7796-446f-94d7-d4488187917c

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:

The Company does not have any subsidiaries / associates. Hence the said clause is not applicable to the Company. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its business segment, annexed as (Annexure- 7).

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to bankers, business associates, consultants, various Government Authorities and employees at all levels in the Company for their continued support extended to your Company''s activities during the year under review. Your Directors also acknowledge with gratitude gratefully the shareholders for their support and confidence reposed in your Company.

Place : Bengaluru By the order of the Board

^Date : ^{17th Ma}y, ²⁰²⁴ For Shetron Limited

Diwakar S Shetty Executive Chairman DIN:00432755

[Divya Bunglow, Dr. R.S. Jain Marg, Gandhigram Road, Juhu, Mumbai 400049]

Mar 31, 2015

Dear Members,

The Directors are please to present the Thirty Fifth Annual Report on the business and operations of your Company and the financial accounts for the year ended 31st March, 2015 approved by the Board :

FINANCIAL HIGHLIGHTS :

The Company's financial performance for the year under review along with previous year's figures is given hereunder :

2014-15 2013-14

Particulars Rs. in lacs Rs. in lacs

Gross Sales and Other Income 17274 14256

Profit before Interest and 2558 2297 Depreciation

Finance Cost 1686 1654

Depreciation 760 794

Profit/(Loss) before Tax 112 (151)

(Less)Provision for Tax 22 -

(Less)/Add Deferred Tax 16 51

Proft/(Loss) after tax 74 (100)

Add : Balance Brought forward 699 799 from Previous Year

Balance Carried Over 773 699

DIVIDEND :

The Board has not proposed any dividend for the Financial Year ended 31st March, 2015 in view of augmenting to resources and strengthening financial position which will enable your company to reward its shareholders in future in a prudent manner.

YEAR IN RETROSPECT :

Gross sales for the year were 21% higher than the previous financial year. Profit before Depreciation, Interest and Taxation (PBDIT) was higher by 11% at Rs. 2558 lacs as compared to Rs. 2297 lacs in the previous year. The improvement in operating margin has helped the company to earn profit (after tax) of Rs. 74 lacs for the year against a corresponding loss of Rs. 100 lacs in the previous year.

BUSINESS PROSPECTS :

The Indian Packaging Industry is growing at more than 15% per annum. India stands at the 11th position in the world packaging industry and with the rising consumer demand and new technologies, it is expected to grow at 18- 20 per cent and it is expected that annual turnover of Indian packaging industry will touch $32 billion by 2025 from the present $24.6 billion. At the expected growth pace Indian Packaging Industry will soon take a respectable 4th position in the world packaging industry. There will be ten times increase of middle class population by 2025 in India which will further trigger the consumption of packaging material and thus, the packaging industry will grow further.

The highlights of the industry trend, the outlook and the opportunities ahead for the company are discussed in detail in the Management Discussion and Analysis Report attached as Annexure - IV to this report.

SHARE CAPITAL :

The Paid-up Equity Share Capital as on 31st March, 2015 is Rs. 8,99,98,000/- comprises 8,99,98,000 shares of Rs.10/- each. During the year under review, the Company has not issued any Shares on Right basis and bonus to the shareholders.

EXPORTS:

During the year, the export turnover was Rs. 2676 lacs as compared to the previous year turnover of Rs. 2561 lacs, which represents an increase of 5% over previous year. Major exports were made to Asian, Middle East, African and Australian countries.

SUBSIDIARY :

The statement pursuant to Section 129 of the Companies Act 2013 containing details of financial highlights of the subsidiary company in the prescribed Form AOC-1 is annexed to this report [Annexure VIII].

CONSOLIDATED FINANCIALS :

Pursuant to Clause 41 of the Listing Agreement and in accordance with Accounting Standard AS - 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements incorporating the operations of the company and its subsidiary company viz., M/s Shetron Metropak Private Ltd are provided in this Annual Report.

The audited financial statements of subsidiary shall be kept for inspection during business hours by any shareholders at the registered office of the Company and of the subsidiary company. The Company will also make available the audited financial accounts and related information of the subsidiary companies, upon request by any shareholder of the company.

AWARDS & LAURELS :

As a testimonial of the company's strength, received CAN MAKER 2014 - BORNZE AWARD for food 3 piece tin plate category for 401 size printed Can.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

In terms of Section 161 of the Companies Act, 2013 Dr. P P Shastri and Mrs. Yashoda Diwakar Shetty who were appointed as Additional Directors on 02-Feb-2015 and holds the said office till the date of the Annual General Meeting. We have received a notice under Section 160(1) of the Companies Act, 2013 from a member proposing their candidatures to the office of the Directorship.

Brief resumes of the Dr. P P Shastri and Mrs. Yashoda Diwakar Shetty being appointed is attached to the Notice of the Annual General Meeting.

The Board on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Naveen S D as our Company Secretary w.e.f 02-Feb-2015.

During the year under review, the Board of Directors met four times.

The Independent Directors have submitted their declaration that they fulfill the requirements as stipulated in Section 149 (6) of the Companies Act, 2013.

Pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013, the Independent Directors had a separate meeting on 02-Feb-2015.

DIRECTORS' RESPONSIBILITY STATEMENT :

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that :

1) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) 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 and loss of the company for that period;

3) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4) The Directors had prepared the Annual Accounts on a Going Concern basis;

5) The Directors had laid down internal financial controls to be followed by the company and that such

internal financial controls are adequate and were operating effectively.

6) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the stock exchange, the Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in detail in the Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE :

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

The details of the investments made by company are given in the notes to the financial statements.

EXTRACT OF ANNUAL RETURN :

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 as a part of this Annual Report (Annexure - I).

ADDITIONAL DISCLOSURES :

In line with the requirements of Listing Agreements and Accounting Standards, your company has made additional disclosures in respect of Related Party Transactions and Segment Reporting in notes to accounts.

DEPOSITS :

In terms of the provision of Section 73, 74 & 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, your company has not accepted/ renewed any fixed deposits from the public during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT- GO :

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - III and is attached to this report.

STATUTORY AUDITORS :

M/s Pal and Shanbhogue, Chartered Accountants, who was the Statutory Auditors of the Company, hold office until the conclusion of the ensuing AGM and are eligible for re-appointment. Members of the Company at the AGM held on 29th September 2014 had approved the appointment of M/s Pal and Shanbhogue, Chartered Accountants, as the Statutory Auditors for a period of three financial years i.e., up to the conclusion of 37th AGM to be held in the year 2017. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM.

COST AUDITORS :

The Company has appointed M/s Vishwanath Bhat & Co., Cost Auditors to conduct the Cost Audit of the Company for the Financial Year 2014-15.

SECRETARIAL AUDIT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s SNM & Associates, Company Secretaries, was appointed to undertake the Secretarial Audit. The Report of the Secretarial Audit for the year ended 31st March, 2015 is attached to the Board Report (Annexure - II).

AUDITORS REPORT :

There was no qualification, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports and their report is annexed to this Report as annexure.

REPORT ON CORPORATE GOVERNANCE :

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on compliance of the code is annexed herewith (Annexure - VII).

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All contracts / arrangements / transactions with related parties are placed before the Audit Committee as also the Board, as may be required, for approval.

The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Audit Committee and Board of Directors is displayed on the company's website www.shetrongroup.com.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

Details of contracts / arrangements / transactions with related parties are given in the notes to the financial statements.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provisions of Companies Act, relevant amounts which remained unpaid or unclaimed for a period of Seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION:

Your Company has complied with all applicable environmental laws and labour laws. The Company has been taking all the necessary measures to protect the environment and maximise worker protection and safety. The Company's policy require conduct of operation in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources.

The Company is having status of ISO - 9001-2008 certification, which is internationally recognised for the production, quality control and other qualities. The scope of the certificate is for management system which is in line with the standards of the manufacturing and supply of metal cans, lug-caps & battery jackets.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has been employing women employees in various cadres within its office and factory premises. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up at shop floor level to redress any complaints received. All employees are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014 :

Disclosures required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed as "Annexure VI".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis Report as required is annexed as "Annexure IV".

ACKNOWLEDGEMENTS :

Your Directors place on record their sincere thanks to Bankers, Business Associates, Consultants, various Government Authorities and employees at all levels in the Company for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

By the order of the Board For SHETRON LIMITED

Place : Bangalore DIWAKAR S SHETTY Date : 29th May, 2015 Chairman

Mar 31, 2014

Dear Members,

The Directors present the Thirty Fourth Annual Report on the business and operations of your Company and the financial accounts for the year ended 31st March 2014 approved by the Board:

FINANCIAL HIGHLIGHTS :

Particulars 2013-14 2012-13 Rs. in lacs Rs. in lacs

Gross Sales and Other Income 14,256 13,265

Profit before Interest and Depreciation 2,297 1,974

Finance Cost 1,654 1,688

Depreciation 794 790

Profit/(Loss) before Tax (151) (504)

(Less)Provision for Tax - -

(Less)/Add Deferred Tax 51 156

Profit/(Loss) after tax (100) (348)

Add: Balance Brought forward from Previous Year 799 1,147

Balance Carried Over 699 799

YEAR IN RETROSPECT :

Gross sales for the year were marginally higher than the previous financial year. Profit before Depreciation, Interest and Taxation (PBDIT) was higher by 16% at Rs. 2297 lacs as compared to Rs. 1974 lacs in the previous year. The improvement in operating margin has helped the company to reduce the loss to Rs. 100 lacs for the year against a corresponding loss of Rs. 348 lacs in the previous year.

BUSINESS PROSPECTS :

The Indian Packaging Industry is growing at more than 15% per annum. India stands at the 11th position in the world packaging industry and with the rising consumer demand and new technologies, it is expected to grow at 18-20 per cent and it is expected that annual turnover of Indian packaging industry will touch $32 billion by 2025. At the expected growth pace Indian Packaging Industry will soon climb up to the 4th position in the world packaging industry. There will be ten times increase of middle class population by 2025 in India which will further trigger the consumption of packaging material and thus, the packaging industry will grow further.

The highlights of the industry trend, the outlook and the opportunities ahead for the company are discussed in detail in the Management Discussion and Analysis Report attached as Annexure Â C to this report.

EXPORTS:

During the year, the export turnover was Rs. 2561 lacs as compared to the previous year turnover of Rs. 3105 lacs, which represents a decrease of 18% over previous year. Major exports were made to Asian, Middle East, African and Australian countries.

SUBSIDIARY:

The statement pursuant to Section 212 of the Companies Act 1956 containing details of financial highlights of the subsidiary company forms part of the Annual Report.

CONSOLIDATED FINANCIALS :

Pursuant to Clause 41 of the Listing Agreement and in accordance with Accounting Standard AS-21 on consolidated financial statements, the audited consolidated financial statements incorporating the operations of the company and its subsidiary company viz., M/s Shetron Metropak Private Ltd are provided in this Annual Report.

In terms of General Circular No.3/2011 issued by the Ministry of Corporate Affairs issued on 21st April 2011 under Section 212(8) of the Companies Act 1956, the audited financial statements and other related reports of the company''s subsidiary are not annexed as required under Section 212(8) of the Companies Act 1956. The audited financial statements of subsidiary shall also be kept for inspection during business hours by any shareholders at the registered office of the Company and of the subsidiary company. The Company will also make available the audited financial accounts and related information of the subsidiary companies, upon request by any shareholder of the company.

AWARDS & LAURELS :

As a testimonial of the company''s strength, IMDA, USA (International Metal Decorators Association) in recognition of the excellence in quality for printing has awarded the company again in the year 2014.

DIRECTORS :

In accordance with the provisions of the Companies Act 2013, and Articles of Association of the company, Mr. B S Patil and Dr. M Mahadeviah retire by rotation at the end of this Annual General Meeting and is eligible for re-appointment. Brief resume of the Mr. B S Patil and Dr. M Mahadeviah being re-appointed is attached to the Notice of the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT :

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that:

1. The Company has followed all the applicable Accounting standards and there is no material departure from this in the preparation of the annual accounts.

2. The Company had selected the normal accounting policies and applied them consistently and made judgment and estimates that are responsible and prudent so as to give a true and fair view of the affairs of the Company at the end of the financial year and the profit and loss account of the Company for that period.

3. Proper and sufficient care has been taken by the Company for maintenance of proper accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting frauds and irregularities.

4. The accounts of the Company are prepared on a ''going concern'' concept basis.

ADDITIONAL DISCLOSURES :

In line with the requirements of Listing Agreements and Accounting Standards, your company has made additional disclosures in respect of related party transactions and segment reporting in notes to accounts

DEPOSITS:

In terms of the provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules) 1975, the company has not accepted/renewed any fixed deposits from the public during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT 1956:

The information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee Rules) 1975 are not given since the remuneration paid to the employees during the financial year were below the limits prescribed by the amended Companies (particulars of Employees) Rules, 1975.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT 1956:

The information as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules 1988 is enclosed as Annexure A.

AUDITORS AND AUDIT REPORT:

M/s Pal and Shanbhogue, Chartered Accountants, auditors of the Company hold office as auditors until the conclusion of ensuing Annual General Meeting and have offered for re-appointment.

The Company has received letters from all of them to the effect that their reÂappointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reÂappointment.

COST AUDITORS:

The Company has appointed M/s Vishwanath Bhat & Co., Cost Auditors to conduct the Cost Audit of the Company for the financial year 2013-14.

REPORT ON CORPORATE GOVERNANCE:

The Company is in compliance of all mandatory requirements of the Code of Corporate Governance. A report on compliance of the code is annexed herewith (Annexure B). Auditor''s Certificate on the same is also annexed herewith.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of Seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required is annexed as Annexure C.

ACKNOWLEDGEMENTS:

The Board of Directors takes this opportunity to express their appreciation to the employees at all levels in the Company for their dedicated service. Your Directors also thank the Bankers, Institutions, and the customers for their unstinted support to the Company.

For and on behalf of the Board SHETRON LIMITED

Place :Bangalore DIWAKAR S. SHETTY Date : 19th May, 2014 Chairman

Mar 31, 2013

The Directors present the Thirty Third Annual Report on the business and operations of your Company and the financial accounts forthe year ended 31 st March, 2013 approved by the Board:

FINANCIAL HIGHLIGHTS:

Particulars 2012-13 2011-12 Rs. in lacs Rs. in lacs

Gross Sales and Other Income 13,265 13,025

Profit before Interest and Depreciation 1,974 1,493

Finance Cost 1,688 1,441

Depreciation 790 766

Profit/(Loss) before Tax (504) (714)

(Less)Provision for Tax

(Less)/Add Deferred Tax 156 291

Profit/(Loss) after tax (348) (423)

Balance Profit for the year (after appropriations) (348) (423)

Add: Balance Brought forward from Previous Year 1,147 1,570

Balance Carried Over 799 1,147

YEAR IN RETROSPECT:

Gross sales for the year were marginally higher than the previous financial year. Profit before Depreciation, Interest and Taxation (PBDIT) was higher by 32% at Rs. 1974 lacs as compared to Rs. 1493 lacs in the previous year. With depreciation of Rs. 790 lacs (previous year Rs. 766 lacs), higher interest / exchange fluctuation charges of Rs. 1688 lacs (previous year Rs. 1441 lacs), the company incurred loss of X 504 lacs as compared to Rs. 714 lacs of the corresponding previous year. However, the improvement in operating margin has helped the company to reduce the loss to Rs. 348 lacs for the year against a corresponding loss of Rs.423 lacs in the previous year.

The year was a challenging one for operations - in terms of market being sluggish and unprecedented depreciation of the rupee. The operating results are indicative of these adversities - albeit with a reasonable improvement over the previous year. The details are annexed in the Management Discussion and Analysis Report.

BUSINESS PROSPECTS:

The packaging industry has organized to medium to large players as well as unorganized local players. The growth indicator for the Indian packaging industry is the food & beverage and pharmaceutical packaging sectors. The coming 3-4 years will witness the growth of the food processing industry in double fold, which will consequently lead to a huge demand for packaging material.

Divulging from the traditional packaging demand, the changing life style and the societal pattern of life with the increasing number of working couples has hastened the growth for ready-to-cook and ready-to-eat foods. This has proved to be precursor for growth forthe packaging industry.

Battery Industry has now settled down to a stable level which seem sustainable. The market is in a mood to accept adverse impacts of an inflationary economy. This hurdle being over, the outlook appears to be bright. Forthe long term, battery business is linked to fundamental demand driven by device population. As India gets economically more developed, device penetration into households will increase in line with the rest of the world, boosting battery growth.

The highlights of the industry trend, the outlook and the opportunities ahead forthe company are discussed in detail in the Management Discussion and Analysis Report attached as Annexure - C to this report.

EXPORTS:

During the year, the export turnover was Rs. 3105 lacs as compare to the previous year turnover of Rs. 2931 lacs, which represent a growth of 6% over previous year. Major exports were made to Asian, Middle East, African and Australian countries.

SUBSIDIARY:

The statement pursuant to Section 212 of the Companies Act 1956 containing details of financial highlights of the subsidiary company forms part of the Annual Report.

CONSOLIDATED FINANCIALS:

Pursuant to Clause 41 of the Listing Agreement and in accordance with Accounting Standard AS-21 on consolidated financial statements, the audited consolidated financial statements incorporating the operations of the company and its subsidiary company viz., M/s Shetron Metropak Private Ltd are provided in this Annual Report.

In terms of General Circular No.3/2011 issued by the Ministry of Corporate Affairs issued on 21st April 2011 under Section 212(8) of the Companies Act 1956, the audited financial statements and other related reports of the company''s subsidiary are not annexed as required under Section 212(8) of the Companies Act 1956. The audited financial statements of subsidiary shall also be kept for inspection during business hours by any shareholders at the registered office of the Company and of the subsidiary company. The Company will also make available the audited financial accounts and related information of the subsidiary companies, upon request by any shareholder of the company.

AWARDS & LAURELS:

As a testimonial of the company''s strength, IMDA, USA has awarded the company again in the year 2013.

DIRECTORS:

In accordance with the provisions of the Companies Act 1956, and Articles of Association of the company, Dr. M Mahadeviah retires by rotation at the end of this Annual General Meeting and is eligible for re-appointment. Brief resume of the Dr. M Mahadeviah is attached to the Notice of the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that:

1. The Company has followed all the applicable Accounting standards and there is no material departure from this in the preparation of the annual accounts.

2. The Company had selected the normal accounting policies and applied them consistently and made judgment and estimates that are responsible and prudent so as to give a true and fair view of the affairs of the Company at the end of the financial year and the profit and loss account of the Company for that period.

3. Proper and sufficient care has been taken by the Company for maintenance of proper accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting frauds and irregularities.

4. The accounts of the Company are prepared on a ''going concern'' concept basis.

ADDITIONAL DISCLOSURES:

In line with the requirements of Listing Agreements and Accounting Standards, your company has made additional disclosures in respect of related party transactions and segment reporting in notes to accounts

DEPOSITS:

In terms of the provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules) 1975, the company has not accepted/renewed any fixed deposits from the public during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT 1956 :

The information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee Rules) 1975 are not given since the remuneration paid to the employees during the financial year were below the limits prescribed bythe amended Companies (Particulars of Employees) Rules, 1975.

INFORMATION PURSUANTTO SECTION 217(1)(e)OF THE COMPANIES ACT 1956:

The information as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules 1988 is enclosed as Annexure A

AUDITORS AND AUDIT REPORT:

M/s Pal and Shanbhogue, Chartered Accountants, auditors of the Company hold office as auditors until the conclusion of ensuing Annual General Meeting and have offered for re-appointment. The necessary letter of consent has been received from the Auditors in this regard.

COST AUDITORS:

The Company has appointed M/s Vishwanath Bhat & Co., cost auditors to conduct the cost audit of the Company for the financial year 2012-13

REPORT ON CORPORATE GOVERNANCE :

The Company is in compliance of all mandatory requirements of the Code of Corporate Governance. A report on compliance of the code is annexed herewith (Annexure B). Auditor''s Certificate on the same is also annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion and analysis report as required is annexed as Annexure C

ACKNOWLEDGEMENTS:

The Board of Directors takes this opportunity to express their appreciation to the employees at all levels in the Company for their dedicated service. Your Directors also thank the Bankers, Institutions and the customers for their unstinted support to the Company.

For and on behalf of the Board

SHETRON LIMITED

Place: Bangalore DIWAKAR S. SHETTY

Date :10th May, 2013 Chairman

Mar 31, 2012

The Directors present the Thirty Second Annual Report on the business and operations of your Company and the financial accounts for the year ended 31st March 2012 approved by the Board:

FINANCIAL HIGHLIGHTS

Particulars 2011-12 2010-11 Rs.in lacs Rs. in lacs

Gross Sales and Other Income 13,025 12,302

Gross Profit before Interest and Depreciation 1,493 1,965

Finance Cost 1,441 1,262

Depreciation 766 662

Profit/Loss before Tax (714) 41

(Less )Provision for Tax 5

(Less)/Add Deferred Tax 291 7

Profit/Loss after tax (423) 29

Balance Profit for the year (after appropriations) (423) 29

Add: Balance Brought forward from previous year 1,570 1,541

Balance Carried Over 1,147 1,570

YEAR IN RETROSPECT

The Company achieved Gross turnover and other income of ? 13,025 lacs against the previous year turnover of ? 12,302 lacs showing an increase of about 6% in sales over previous year. The loss after tax was ? 423 lacs compared to profit ? 29 lacs in the previous year.

Major factors that contributed to the loss for the year, as compared to the previous year were the overall increase in raw materials and other input costs, higher Interest cost and provision for depreciation. The details are annexed in the Management Discussion and Analysis Report.

BUSINESS PROSPECTS

The outlook for metal packaging industry is very positive in the long term. The Company installed new can line machine during the second quarter. With the expansion of Installed Capacity, your company is expanding its operations into new segments in food Industry. However on profitability front, the overall increasing trend in input costs poses challenge to protect the profit margin in the current financial year. The Directors are confident that the fructification of our capex plans would yield positive results within next two years.

The highlights of the industry trend, the outlook and the opportunities ahead for the company are discussed in detail in the Management Discussion and Analysis Report attached as Annexure - C to this report.

EXPORTS

During the year, the export turnover has increased to ? 2,931 lacs i.e., an increase of 15% over the previous year sales of ? 2,553 lacs. Major exports were made to Asian, Middle East, African and Australian countries.

SUBSIDIARY:

The statement pursuant to Section 212 of the Companies Act 1956 containing details of financial highlights of the subsidiary company forms part of the Annual Report.

CONSOLIDATED FINANCIALS:

Pursuant to Clause 41 of the Listing Agreement and in accordance with Accounting Standard AS-21 on consolidated financial statements, the audited consolidated financial statements incorporating the operations of the company and its subsidiary company viz., M/s Shetron Metropak Private Ltd are provided in this Annual Report.

In terms of General Circular No.3/2011 issued by the Ministry of Corporate Affairs issued on 21st April 2011 under Section 212(8) of the Companies Act 1956, the audited financial statements and other related reports of the companyÃs subsidiary are not annexed as required under Section 212(8) of the Companies Act 1956. The audited financial statements of subsidiary shall also be kept for inspection during business hours by any shareholders at the registered office of the Company and of the subsidiary company. The Company will also make available the audited financial accounts and related information of the subsidiary companies, upon request by any shareholder of the company.

AWARDS & LAURELS

Your company has bagged the ÃAward of Excellence for foodÃ for the Tenth consecutive year in 2012 issued by IMDA, USA (International Metal Decorators Association) in recognition of the excellence in quality for printing. Each year the IMDA conducts a Quality Contest to recognize the skillful achievements of the metal decorating industry. Entries from around the globe are judged in eight categories with the best entry given the Grand Award.

DIRECTORS

In accordance with the provisions of the Companies Act 1956, and Articles of Association of the company, Mr. B.S. Patil retires by rotation at the end of this Annual General Meeting and is eligible for re-appointment. Brief resume of the Mr. B.S. Patil being re-appointed is attached to the Notice of the ensuing Annual General Meeting.

DIRECTORSÃ RESPONSIBILITY STATEMENT

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that:

1. The Company has followed all the applicable Accounting standards and there is no material departure from this in the preparation of the annual accounts.

2. The Company had selected the normal accounting policies and applied them consistently and made judgment and estimates that are responsible and prudent so as to give a true and fair view of the affairs of the Company at the end of the financial year and the profit and loss account of the Company for that period.

3. Proper and sufficient care has been taken by the Company for maintenance of proper accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting frauds and irregularities.

4. The accounts of the Company are prepared on a Ãgoing concernÃ concept basis.

ADDITIONAL DISCLOSURES

In line with the requirements of Listing Agreements and Accounting Standards, your company has made additional disclosures in respect of related party transactions and segment reporting in notes to accounts

DEPOSITS

In terms of the provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules) 1975, the company has not accepted/renewed any fixed deposits from the public during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OFTHE COMPANIES ACT 1956

The information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee Rules) 1975 are not given since the remuneration paid to Employees during the financial year were below the limits prescribed by the amended Companies (Particulars of Employees) Rules, 1975.

INFORMATION PURSUANTTO SECTION 217(1)(e) OFTHE COMPANIES ACT 1956

The information as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules 1988 is enclosed as Annexure - A.

AUDITORS AND AUDIT REPORT

M/s Pal and Shanbhogue, Chartered Accountants, auditors of the Company hold office as auditors until the conclusion of ensuing Annual General Meeting and have offered for re-appointment. The necessary letter of consent has been received from the Auditors in this regard.

REPORT ON CORPORATE GOVERNANCE

The Company is in compliance of all mandatory requirements of the Code of Corporate Governance. A report on compliance of the code is annexed herewith (Annexure -B). AuditorsÃ Certificate on Corporate Governance is also annexed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required is annexed as Annexure C.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express their appreciation to the employees at all levels in the Company for their dedicated service. Your Directors also thank the Bankers, Institutions, and the customers for their unstinted support to the Company.

For and on behalf of the Board SHETRON LIMITED

Place : Bangalore DIWAKAR S. SHETTY

Date : 29th May, 2012 Chairman

Mar 31, 2010

The Directors present the Thirtieth Annual Report on the business and operations of your Company and the financial accounts for the year ended 31st March 2010 approved by the Board :

FINANCIAL HIGHLIGHTS

Particulars 2009-10 2008-09

Rs.in lacs Rs.in lacs

Net Sales and Other Income 11023 12233

Profit before Interest and Depreciation 1869 1795

Less : Interest (1094) (990)

Less : Depreciation (624) (604)

Profit/Loss before Tax 151 201

Less : Provision for Tax (19) (72)

Less : Deferred Tax Liability (28) (4)

Profit/Loss after tax 104 125

Transfer from Debenture Redemption Reserve 665 (95)

Prelimary Exp written off (213) -

Transfer to General Reserve - 13

Balance Profit for the year after appropriations 557 17

Add; Balance Brought Forward from previous year 984 967

BALANCE Carried Over 1541 984

YEAR IN RETROSPECT

The Company achieved a Net Turnover of Rs.10680 lacs as against the previous year turnover of Rs 11910 lacs showing a decrease of about 10% in sales over previous year. The drop in sales is due to product mix and decline in the sale of printed metal sheets during the year. Further the economic slow down and liquidity constraints faced by the company have also affected drop in sales.

The profit before tax was Rs 151 lacs compared to Rs.201 lacs in the previous year. Increase in prices of raw materials, especially Tinplate,Higher Interest and Financing charges due to capitalization of fixed assets and higher borrowings were major factors that contributed to lower profitability for the year, as compared to the previous year.

However, the above adverse factors were partially moderated by increasing the prices of end products and reduction in rate of excise duty.

The net profit after tax was Rs 104 lacs as compared from Rs 125 lacs achieved during the previous year. During the year the Company has transferred the sum of Rs 665 lacs Debenture Redemption Reserve and credited the same to Profit and loss appropriation account, due to redemption of debentures.

DIVIDEND

In view of inadequate profits, the Board has not recommended dividend for the year.

BUSINESS PROSPECTS

The economy currently is emerging from the clutches of a global slowdown prevailed for the past two years is recovering albeit slowly, aided by the stimuli provided by the Government to stimulate industrial growth . The outlook for metal packaging industry continues to be positive in the long term. With the consistent and vigorous efforts being made by the Company for cost reduction measures coupled with efficient monitoring of working capital, Company expects improved performance for the current year.

The highlights of the industry trend, the outlook and the opportunities ahead for the company are discussed in detail in the Management Discussion and Analysis Report attached as Annexure Ã D to this report.

EXPORTS

During the year, the export turnover has increased to Rs 1875 lacs i.e., an increase of 34 % over the previous year sales of Rs 1395 lacs. Exports to both Asian and African countries have picked up during the year.

JOINT VENTURE

The Companys 50:50 joint venture company viz., M/s Shetron Metropak Private Ltd has reported a Sales of Rs. 635.78 lacs for the last financial year.

The Directors are committed to provide continued operational support to the JV Company and are confident that it would make a turnaround in the current financial year in view of tremendous demand for the Saf Caps in the country.

AWARDS & LAURELS

Your company has bagged the " Award of Excellence" for the Seventh consecutive year in 2009 issued by IMDA, USA ( International Metal Decorators Association) in recognition of the excellence in quality for printing . Each year the IMDA conducts a Quality Contest to recognize the skillful achievements of the metal decorating industry. Entries from around the globe are judged in eight categories with the best entry given the Grand Award.

DIRECTORS

In accordance with the provisions of the Companies Act 1956, and Articles of Association of the company, Mr .B.S Patil retires by rotation at the end of this Annual General Meeting and is eligible for re-appointment. Brief resume of the Mr B.S. Patil being re-appointed is attached to the Notice of the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that:

1. The Company has followed all the applicable Accounting standards and there is no material departure from this in the preparation of the annual accounts.

2. The Company had selected the normal accounting policies and applied them consistently and made judgment and estimates that are responsible and prudent so as to give a true and fair view of the affairs of the Company at the end of the financial year and the profit and loss account of the Company for that period.

3. Proper and sufficient care has been taken by the Company for maintenance of proper accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting frauds and irregularities.

4. The accounts of the Company are prepared on a Ãgoing concern concept basis.

ADDITIONAL DISCLOSURES

In line with the requirements of Listing Agreements and Accounting Standards, your company has made additional disclosures in respect of related party transactions and segment reporting in notes to accounts

DEPOSITS

In terms of the provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules) 1975, the company has not accepted/renewed any fixed deposits from the public during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT 1956

The information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee Rules) 1975 is appended as Annexure Ã A of the report and forms a part of this report

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT 1956

The information as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules 1988 is enclosed as Annexure E

AUDITORS AND AUDIT REPORT

M/s Pal and Shanbhogue, Chartered Accountants, auditors of the Company hold office as auditors until the conclusion of ensuing Annual General Meeting and have offered for re-appointment. The necessary letter of consent has been received from the Auditors in this regard.

REPORT ON CORPORATE GOVERNANCE

The Company is in compliance of all mandatory requirements of the Code of Corporate Governance. A report on compliance of the code is annexed herewith (Annexure C). Auditors Certificate on the same is also annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required is annexed as Annexure D

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express their appreciation to the employees at all levels in the Company for their dedicated service. Your Directors also thank the Bankers, Institutions, and the customers for their unstinted support to the Company.

For and on behalf of the Board

SHETRON LIMITED

Date : 14th May, 2010 DIWAKAR S. SHETTY Place : Bangalore Chairman

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