| 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
|