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DIRECTOR'S REPORT

Shetron Ltd.

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Market Cap. (₹) 21.07 Cr. P/BV 0.51 Book Value (₹) 45.95
52 Week High/Low (₹) 44/18 FV/ML 10/1 P/E(X) 11.77
Bookclosure 17/09/2019 EPS (₹) 1.99 Div Yield (%) 0.00
Year End :2015-03 
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

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