Directors Report of Shetron Ltd.

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

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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 – 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 re–appointment, 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 re–appointment.

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

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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

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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 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

Your company has bagged the “Award of Excellence for food” 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.

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) 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). Auditors’ 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

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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 – 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 ‘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 is appended as Annexure – 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