shetron ltd Directors report


Your Directors are pleased to present the Forty Second (42nd) Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended 31st March, 2022:

FINANCIAL HIGHLIGHTS:

The summarized financial performances for the Financial Year ended March 31,2022 are as under:

Particulars 2021-22 2020-21
Rs in Lakhs Rs in Lakhs
Gross Sales and Other Income 22,745 17,189
Profit before Interest and Depreciation 2,335 1370
Finance Cost 1113 1,002
Depreciation 550 547
Profit before Tax 672 (179)
Less: Provision for Tax 200 -
Less: Deferred Tax (40) 19
Profit after tax 512 (198)
Other Comprehensive Income (20) (20)
Total Comprehensive Income 492 (218)

DIVIDEND:

With a view to enhance the value of Shares and not to utilize the surplus funds, the Board has decided to plough back the profits and hence, not recommend dividend for the financial year ended on 31st March 2022.

TRANSFER TO RESERVES:

Your Board does not propose to transfer any amounts to reserves during the financial year ended on 31st March, 2022.

CHANGE IN NATURE OF BUSINESS:

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

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

The Company has achieved turnover of Rs. 22,745 lakhs as against Rs. 17,189 lakhs showing an increase of 32 % over the previous year. Your Company reported net profit of Rs. 492 lakhs in FY 2021-22 as against loss of Rs 218 lakhs in previous FY 2020-21.

Metal packaging industry is bullish even though it has been affected by the twin impacts of securing tinplate and tin- free steel due to the imposition of BIS standards; plus the trickle-down effect of the Omicron virus. During the Pandemic period challenge was on logistic and sourcing of main raw material (tinplate), volatile pricing and availability. Due to introduction of BIS standards and approval procedures, import of regular steel supplies from Japan, China, Korea, Taiwan, Europe etc. has been restricted. Your Company had kept top priority to take care of health issues of employees inside the plant as well as outside. There is move from plastic packaging to metal can and the demand for Metal Can is increased due to the factors like safest packaging, long shelf life, eco-friendly and recyclability. This has resulted in increase of demand from organised sectors.

During the year, the Company also started Industrial Packaging for non-agro products and non-seasonal and expecting growth in this segment over the period. Further, study shows export market could have grown but due to challenge of logistic cost, shortage of container shipment, cost is exorbitant high & volatile. Hence, your Company could not exploit full market potential.

However, your Companys strengths lie in high quality and delivery and it is considered as preferred supplier and the demand for its products are growing.

BUSINESS PERSPECTIVE:

The India Metal Packaging Market is segmented by Material Type (Aluminum, Steel), Product Type (Cans, Bulk Containers, Shipping Barrels and Drums, Caps and Closures), and End-user Industry (Beverage, Food, Industrial, Cosmetic and Personal Care, Paints and Varnishes, Automotive, Household). The Rs 10,000 crore metal packaging industry of India is in a fix as it doesnt have many options on securing raw material after global players and suppliers of tin plate/ tin free steel have refused to supply the same to India in the wake of imposition of BIS standards.

The Metal Containers Manufacturers Association of India (MCMA), an organization that represents the interests of companies involved in the production of metal containers, packaging and allied components and representing MSMEs engaged in the business of metal cans, containers and components etc. has said that there is going to be an acute shortage of raw material as global players have refused to accept their orders to provide tinplate/tin free steel even as the domestic market is not equipped to fulfil their needs.

There is an increase in adoption of metal packaging by organic food producers, as they are more concerned about health benefits and consumer satisfaction. Additionally, protective and preserving traits of this packaging are enhancing the reputation of organic produce.

The potential of metals for reusability and their accessibility for infinite recycle ability without any degradation in the physical properties results in the protection of raw materials and energy. On the other hand, it also supports the reduction in CO2 emission which has become imperative to save the environment. Innovation plays a vital role in a competitive retail environment, and it has been resulting in the creation of novel aluminum cans. Stainless steel is currently chosen by the consumers for reusable food and beverage storage as it is durable. The trend of stainless steel in the metal packaging market will witness more growth in the upcoming years, due to the incoming demand from the F&B industry.

The global disposable batteries market is expected to grow at ~5.20% CAGR during the forecast period of 20182023. Dry cell batteries are the most important and the biggest segment of the primary battery market. The use of electronic gadgets has witnessed a steep surge, creating a favorable environment for the growth of the disposable batteries market. Batteries are central to the use of many consumer electronics goods. The battery category continued to be disturbed by proliferation of poor quality products imported from China at dumped prices which greatly augmented towards the end of the last financial year and during the beginning of the current year. Though imports declined post the implementation of standards issued by the standards issued by the Bureau of Indian Standards (BIS standards). high inventory of the imported batteries impacted volumes of organized players for a major part of the year. As a result, the category volume and value both remained flat during the year.

Due to the COVID-19 pandemic, the global Metal Packaging market size is estimated to be worth USD 107830 Million in 2022 and is forecast to be a readjusted size of USD 125050 Million by 2028 with a Compound Annual Growth Rate (CAGR) of 2.5% during the review period.

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 2021-22, the export turnover was Rs. 4945 Lakhs as compared to the previous year exports of Rs. 5465 Lakhs.

SUBSIDIARY:

As on date, your Company does not have any subsidiary 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:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate on the date of this report.

COVID-19 :

The outbreak of the deadly COVID-19 virus and the ensuing lockdown imposed across the country affected business operations. The health of the employees and workers became a priority; stoppage of operations for an uncertain period resulted in a large financial burden on the one hand and workforce idling on the other. COVID-19 is an unprecedented challenge. The lockdown gave India time to make a concerted effort to flatten the outbreak curve. However, towards later part of the year consequent upon significant opening of the economic activity across the nation the demand picked up compared to that during the initial period of Covid-19. India is currently experiencing a massive second wave of Covid-19 infections. However, the Company expect no major changes in the economic activity as the nation is preparing to face the Pandemic with vaccines and preparedness) of virus management measures will curb economic activity and could dampen market and consumer sentiment. The announced countermeasures to combat the second wave - some of which are due to remain in place at least until the end of June - risk weakening the economic recovery. However, the targeted nature of containment measures and rapid progress on vaccinating the population will mitigate the credit-negative impact.

SHARE CAPITAL:

During the financial year ended as on March 31, 2022, 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 Companys internal financial controls were adequate during the financial year 2021-22.

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.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Members of the Companys 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. Divakar S Shetty, (DIN: 00432755), Executive Chairman and Whole-time Director, retires at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Based on the recommendations of the Nomination and Remuneration Committee, the Board at its Meeting held on 25th May, 2022, subject to the approval of Shareholders at the ensuing Annual General Meeting approved the following:

Re-appointment of Mr. Kartik Nayak (DIN: 00477686)) 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 25th May 2022 has recommended the reappointment of Mr. Kartik Nayak (DIN: 00477686) as Joint Managing Director for a further period of three (3) years with effect from 16th May, 2023. Accordingly, a Special Resolution seeking re-appointment of Mr. Kartik Nayak as Joint Managing Director of the Company is included in the Notice convening the Annual General Meeting. Details of Mr. Kartik Nayak 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.

Appointment of Mr. Bhagya Chandra Rao (DIN: 00211127) as a Director and an Independent Director of the Company.

Based on the recommendation of Nomination and Remuneration Committee, the Board appointed Mr. Bhagya Chandra Rao (DIN: 00211127) as an Additional Director in the category of Independent Director for a period of 5 years with effect from 30th May, 2022 to 29th May, 2027 (not liable to retire by rotation) subject to approval of the Shareholders at ensuing Annual General Meeting. Accordingly, a Special Resolution seeking appointment of Mr. Bhagya Chandra Rao (DIN: 00211127) as a Director in the category of Independent Director of the Company is included in the Notice convening the Annual General Meeting. Details of Mr. Bhagya Chandra Rao (DIN: 00211127)are exhibited in the Explanatory Statement to the Notice of the Annual General Meeting. The Board of Directors recommends his appointment as Independent Director of the Company.

Appointment of Mr. Harish Hassan Visweswara (DIN: 08742808) as a Director and an Independent Director of the Company.

Based on the recommendation of Nomination and Remuneration Committee, the Board appointed Mr. Harish Hassan Visweswara (DIN: 08742808), as an Additional Director in the category of Independent for a period of 5 years with effect from 30th May, 2022 to 29th May, 2027 (not liable to retire by rotation) subject to approval of the Shareholders at ensuing Annual General Meeting. Accordingly, a Special Resolution seeking appointment of Mr. Harish Hassan Visweswara (DIN: 08742808) as a Director in the category of Independent of the Company is included in the Notice convening the Annual General Meeting. Details of Mr. Harish Hassan Visweswara (DIN: 08742808) are exhibited in the Explanatory Statement to the Notice of the Annual General Meeting. The Board of Directors recommends his appointment as Independent Director of the Company.

Cessation

The Second term of Mr. Mohan Menon (DIN: 02838483) as an Independent Director of the Company ends on 29th May, 2022.

The Board has placed on record its deep appreciation of the contribution made by the aforesaid Director during his tenure as Director on the Board of the Company.

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 for being appointed as Directors 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 10-June-2021, 04-August-2021, 02-November-2021 and 08-February-2022.

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 8th February, 2022.

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 fulfills 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 http://shetron.com.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The policy of the Company on Directors 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 Companys website at http://shetron.com.

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 http://shetron.com.

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 a ongoing basis. The policy for risk management is available on the Companys website at, http://shetron.com.

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 AWARDS & LAURELS:

Your Company was awarded the Gold and Silver winner by the Canmaker magazine for the year 2021-22 for Cans with easy-open end and with full-aperture opening respectively. Further, your Company has received Award of Excellence from IMDPA for Food & General Line and Golden Circle Supplier Recognition from Nestle during the year.

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 endeavors 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:

At the 37th Annual General Meeting held in the year 2017, Messrs Naresh & Co, Chartered Accountants, (Firm Registration No. 011293S) were appointed as the Statutory Auditors to hold office for a term of 5 years, till the conclusion of the 42nd Annual General Meeting of the Company to be held in the year 2022. Consequent to the amendments to the Companies Act, 2013, ratification of appointment of the statutory auditor at every Annual General Meeting is no longer required.

Messrs Naresh & Co, Chartered Accountants who retire at the ensuing Annual General Meeting of your Company are eligible for re-appointment. Your Company has received written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder.

The Audit Committee and the Board of Directors recommend the appointment of Messrs Naresh & Co, Chartered Accountants as the Statutory Auditors of your Company for the second term for the further period of five years from the conclusion of 42nd Annual General Meeting till the conclusion of 47th Annual General Meeting.

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 Messrs Vishwanath Bhat & Co, Cost Auditors to audit the cost accounts of the Company for the financial year 2022-23.

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, 2022 is attached to the Boards 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:

The provisions of Section 135 of the Companies Act, 2013 on Corporate Social Responsibility is not applicable to the Company.

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 - 3).

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:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at arms 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.

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 Companys website http://shetron.com.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms 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- 4) 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 to 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 (2021-22) - Nil
(b). number of complaints disposed of during the financial year (2021-22) - Nil
(c). number of complaints pending as on end of the financial year. (2021-22)- 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 Companys policy require 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 - 5.

DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

There are no employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. Therefore, statement/disclosure pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required.

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than Rs. 60,00,000/- (Rupees Sixty Lakhs only) per financial year or Rs. 5,00,000/- (Rupees Five Lakhs only) per month as the case may be. Therefore statement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the members and is not attached to the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

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

FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

There were no such events 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
4th September, 2021 Long Term Facilities ICRA BB- (Stable)
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 behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy.

The policy on Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at http://shetron.com.

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- 6.

ANNEXURES FORMING A PART THE BOARD 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 Governance Report
4 Related Party Transactions
5 Managerial Remuneration and Particulars of Employees
6 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 Companys activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed in your Company

By the order of the Board
For Shetron Limited
Divakar S Shetty
Executive Chairman
Place : Bengaluru DIN: 00432755
Date : 25th May, 2022 [Address: Divya Bunglow, Dr. R.S. Jain Marg, Gandhigram Road, Juhu, Mumbai 400049]