Shetron Ltd Directors Report

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

FINANCIAL HIGHLIGHTS:

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

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

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

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

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

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

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

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

DIVIDEND:

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

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

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

TRANSFER TO RESERVES:

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

CHANGE IN NATURE OF BUSINESS:

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

BUSINESS PERSPECTIVE:

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

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

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

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

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

EXPORTS:

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

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

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

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

SHARE CAPITAL:

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

DIRECTORS RESPONSIBILITY STATEMENT:

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 2023-24.

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

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

2) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

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

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

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Members of the 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. Praveen Vittal Mally (DIN: 00798354), Joint Managing Director, retires at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Based on the recommendations of the Nomination and Remuneration Committee, the Board at its Meeting held on 17 May, 2024, has proposed the re-appointment of Mr. Praveen Vittal Mally for approval of shareholders at the ensuing AGM of the Company.

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

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

Changes to key managerial personnel

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

DECLARATIONS FROM DIRECTORS:

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

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

BOARD MEETINGS:

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

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 7 February, 2024.

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

(a) Performance of Directors and

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

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

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

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

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

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

BOARD EVALUATION:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE:

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

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

ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, an Annual Return in Form MGT-7 is placed on the website of the Company at

https://firebasestorage.googleapis.com/v0/b/quickfixc303c.appspot.com/o/Make%2FAdmin1663646559020MG T%207.pdf?alt=media&token=e2f78620-86e9-4d93-95e0-43ab8f987506

DETAILS OF INTERNAL FINANCIAL CONTROLS REALTED TO FINANCIAL STATEMENTS:

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

COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

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

ADDITIONAL DISCLOSURES:

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

RISK MANAGEMENT POLICY:

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

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DEPOSITS:

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

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

(I) At the beginning of the year : Nil (ii) Maximum during the year : Nil (iii) At the end of the year : Nil

FRAUD REPORTED BY THE AUDITORS DURING THE YEAR:

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

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

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

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

STATUTORY AUDITORS:

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

COST AUDITORS:

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

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

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Vijayakrishna K T, Practising Company Secretary was appointed to undertake the Secretarial Audit. The Report of the Secretarial Audit for the year ended 31st March, 2024 is attached to the 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:

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

REPORT ON CORPORATE GOVERNANCE:

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

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

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

h t t p s : / / f i r e b a s e s t o r a g e . g o o g l e a p i s . c o m / v 0 / b / q u i c k f i x -c303c.appspot.com/o/Make%2FAdmin1654856787950Related%20Party%20Transaction%20Policy.pdf?alt=me dia&token=49ab7daa-abb9-467b-aa0e-0393e572ac9e

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- 5) in Form No. AOC-2 and the same forms part of this report.

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

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

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

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

(a) number of complaints filed during the financial year (2023-24)	Nil
(b) number of complaints disposed of during the financial year (2023-24)	Nil
(c) number of complaints pending as on end of the financial year (2023-24)	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 requires conduct of operation in such a manner so as to ensure safety of all concerned, compliance of environment regulations and preservation of natural resources.

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no such events during the year.

REVISION OF FINANCIAL STATEMENT OR THE ANNUAL REPORT:

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

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

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

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

FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

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

CREDIT RATING OF SECURITIES:

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

Date	Facilities	Rating
06 October, 2023	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 behaviour, 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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

ANNEXURES FORMING A PART OF THE BOARDS REPORT:

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

Annexure Particulars

1 Particulars of Conservation of Energy, Technology and Foreign Exchange

2 Secretarial Audit Report

3 Corporate Social Responsibility Report

4 Corporate Governance Report

5 Related Party Transactions

6 Managerial Remuneration and Particulars of Employees

7 Management Discussion And Analysis Report

ACKNOWLEDGEMENTS:

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

Place : Bengaluru	By the order of the Board
Date : 17 May, 2024	For Shetron Limited
	Diwakar S Shetty
	Executive Chairman
	DIN: 00432755
	[Divya Bunglow, Dr. R.S. Jain Marg,
	Gandhigram Road, Juhu, Mumbai 400049]