Shivalik Bimetal Controls Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting the 34th Annual Report of the Company for the year ended 31st March, 2018.


(Rs. in Lakhs)
PARTICULARS FY 2017-18 FY 2016- 17
Revenue from Operations 16,167.97 12,556.99
Other Income 230.15 207.07
Total Revenue 16,398.12 12,764.06
Operating Expenditure 13,420.66 10,658.11
Profit/(Loss)before Interest, Depreciation, Tax & Exceptional Items 2,977.46 2,105.95
Finance Cost 331.13 254.25
Depreciation 461.58 453.67
Profit/ (Loss) before Taxes & Exceptional items 2,184.75 1,398.03
Exceptional items (Income)/Expenses (1.24) 3.24
Profit/ (Loss) before Tax 2,185.99 1,394.79
Tax Expense 587.30 532.55
Profit/ (Loss) after Tax 1,598.69 862.24
Other comprehensive income 0.35 (7.17)
Total Comprehensive Income for the Period 1,599.04 855.07
Particulars FY 2017-18 FY 2016-17
Basic EPS 4.16 2.23
Book value per share 22.20 18.55

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the Financial Year and the date of this Report.


Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2017. Financial statements for the year ended March 31, 2017 have been restated to conform to Ind-AS. Note no. 45 to the Standalone financial statements provide further explanation on the transition to Ind AS.


Standalone performance:

The Company recorded encouraging performance for the year. The Company recorded an overall growth of 29% in operating revenue in FY 2017-18 from Rs. 12,556.99 lakhs to Rs. 16,167.97 lakhs.

The Profit before Tax and Profit after Tax for the year under review amounted to Rs. 2,185.99 Lakhs and Rs. 1,598.69 Lakhs respectively as compared to Rs. 1,394.79 Lakhs and Rs. 862.24 Lakhs, in the previous financial year.

The members are advised to refer the separate section on the Management Discussion and Analysis in this Report for detailed understanding of the operating results and business performance.


The Company was certified under TS 16949 in January 2016 and has now upgraded all related systems and procedures to conform to the new guidelines as per the newly released TS16949:2016 standard.

The AEC (Automotive Electronics Council) compliant test facility was commissioned as was reported in the previous issue of this document. This capability has allowed for development and successful submission of samples for various automotive applications, many of which are in final stages of testing and approval. Commercial orders have already been received from leading automotive customers. The existing stamping facility is now in its upgradation phase wherein new high speed presses are being installed in place of the older mechanical presses. This will provide a significant increase in accuracy, safety and capacity. various manual finishing and inspection processes are being automated. This is to achieve higher accuracy and output. Your Directors are happy to inform you that the Company has succeeded in procuring approx. 2,324 of land adjacent to the existing manufacturing facility. The company plans to commence construction of factory building on this land by mid-october 2018 and complete the same by July 2019. This land will enable your Company to add approx. 25,000 sft. of additional area offering 3 floors.


As reported by your Directors in the previous year Annual Report with regard to setting up manufacturing facilities for capacity and capability enhancements, etc., your Directors are happy to inform you that, having obtained the possession of the land, the layout plans are under finalization and it is expected to commence construction in March 2019 and to complete the same by October 2020.


The Annual Report includes the audited Consolidated Financial Statements, prepared in compliance with the Companies Act, 2013 and the applicable Accounting Standards, its Joint venture and Associate Companies. The Consolidated Financial Statements shall be laid before the ensuing 34th Annual General Meeting of the Company along with the laying of the Standalone Financial Statements of the Company.

Additional details regarding performance of the Associate Company & Joint venture Companies have been mentioned in the succeeding paragraphs.


Your Company has one Associate Company and two Joint venture Companies as on 31st March, 2018. The members may refer to the financial statements forming part of the Annual Report as required under the provisions of Section 129(3) of the Companies Act, 2013. The key highlights of these Associate/Joint venture companies are as under:

a) Associate Company Shivalik Bimetal Engineers Private Limited

This Company recorded a turnover of Rs. 133.18 Lakhs for the year ended 31st March, 2018 (Previous year of Rs.128.74 Lakhs) and also recorded a profit of Rs. 25.28 Lakhs for the year ended 31st March, 2018 (Previous year of Rs.18.06 Lakhs).

b) Joint Venture Companies

i) Innovative Clad Solutions Private Limited

This Company recorded a turnover of Rs. 5,969.93 Lakhs for the year ended 31st March, 2018 (Previous year of Rs. 4,951.73 Lakhs) and also recorded a profit of Rs. 28.52 Lakhs for the year ended 31st March, 2018 (Previous year loss of Rs. (481.56) Lakhs).

ii) Checon Shivalik Contact Solutions Private Limited

This Company recorded a turnover of Rs. 2,248.67 Lakhs for the year ended 31st March, 2018 (Previous year of Rs. 2036.48 Lakhs) and also recorded a profit of Rs. 119.86 Lakhs for the year ended 31st March, 2018 (Previous year of Rs. 81.95 Lakhs).

These financial statements have been prepared in accordance with the recognition and measurement principles of applicable Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as specified in section 133 of the Companies Act, 2013. Financial statements for the year ended March 31, 2017 have been restated to conform to Ind-AS.

A statement containing salient features of the financial statements of the Associate/Joint venture Companies in form AOC-1(Part-B) is given in ‘Annexure -A to this Report.

Further, in accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing the Standalone and the Consolidated financial have been placed on the website of the Company i.e.


The Board of Directors has recommended a final dividend of Rs. 0.30 (i.e., 15%) per Equity Share of the face value of Rs. 2/- each (Last year: 12.5%) for the year ended 31st March, 2018, amounting to Rs. 138.90 Lakhs (including corporate dividend tax). This is in addition to the interim dividend of Rs. 0.30 (i.e.,15%) per equity share of Rs. 2/- each (last year : 12.5%) each in its Board Meeting held on 08th February, 2018 and which was paid on 06th March, 2018 amounting to Rs. 138.66 Lakhs (including corporate dividend tax). The total dividend per equity share for year ended 31st March, 2018 is Rs.0.60 (i.e., 30%) and total dividend payout is Rs.277.56 Lakhs (including corporate dividend tax).

The Register of Members and Share Transfer Books will remain closed from 21st September, 2018 and 27th September, 2018 (both days inclusive).


During the year under review, the Company has not transferred any amount to the General Reserve.


During the year under review, your Company has not invited any deposits from public/shareholders under Section 73 and 74 of the Companies Act, 2013.


During the year under review, the Company has issued and allotted 19201400 bonus shares to the equity shareholders in the ratio of 1:1 (i.e. one fully paid equity share of Rs. 2/- each for one fully paid equity share).



The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the Provisions of the Act, Mr. N.S. Ghumman (DIN: 00002052) Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.


Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out the Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. A structured questionnaire was prepared after circulating the drafts forms, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman, Board as a whole and the Non-Independent Directors was carried out by the Board excluding the Directors being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.


During the year under review, Six (6) Board Meetings and five (5) Audit Committee Meetings were convened and held, the details of aforesaid meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.


The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements.


Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 ("the Act) appointment of the statutory Auditor M/s. Arora Gupta & Co., Chartered Accountants (Firm Registration No. 021313C), was made by the Members in their Annual General Meeting (AGM) held on 27th day of September, 2017 for a period of five years i.e from the conclusion of 33rd AGM till conclusion of 38th AGM.

Auditors Report

There are no qualifications, reservations, or adverse remarks or disclaimers made by the M/s. Arora Gupta & Co., Statutory Auditors, in their report. Observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has re-appointed M/s R Miglani & Co., Company Secretaries, New Delhi, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report in form MR-3 for the financial year ended 31st March 2018 is annexed herewith as ‘Annexure-B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2017-18 which call for any explanation from the Board of Directors.

M/s R Miglani & Co., Company Secretaries have been re-appointed to conduct the Secretarial Audit of the Company for the financial year 2018-19 and they confirmed their eligibility for the said re-appointment.

Cost Auditors

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company, on the recommendation of the Audit Committee, has approved the re-appointment of Mr. Ramawatar Sunar, Cost Accountants, (Firm Registration No. 100691), as the Cost Auditor of the Company for audit of the cost records maintained by the Company for the year ended 31st March, 2019. Pursuant to Section 148 of the Act read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, ratification of the remuneration of Cost Auditors is being sought from the Members of the Company at the ensuing AGM.


The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened.

Significant audit observations & corrective action suggested are presented to the Audit Committee.


The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as ‘Annexure - C to this Report.


As per the applicable provisions of the LODR Regulations 2015, a detailed Corporate Governance Report together with the Practising Company Secretary certificate on the compliance of conditions of Corporate Governance and Management Discussion & Analysis Report forms part of the Annual Report and annexed as ‘Annexure - D&E to this Report The Corporate Governance Report forming part of this Report also covers the following: a) Particulars of the Board Meetings held during the Financial Year 2017-18. b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for the performance evaluation of Directors. c) The details with respect to composition of Committees and establishment of vigil Mechanism (including Whistle Blower Mechanism/Policy).


All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an 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. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Companys website at:

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. Therefore, disclosure in Form AOC-2 is not required. Members may refer to Note 43 to the standalone financial statement which sets out related party disclosures pursuant to Ind AS.


The Company has in place a CSR Policy in line with Schedule vII of the Companies Act, 2013. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other geographies based on the needs of the communities. The four focus areas where special Community Development programs are run: a) Promote education; b) School Support Program; c) Basic Infrastructure Development projects /Rural Development; d) Ensuring environmental sustainability, ecological balance, protection of flora & fauna, animal welfare, Agro forestry, conservation of natural resources & maintaining quality of soil, air & water; The Annual Report on CSR activities for the Financial Year 2017-18 is annexed as ‘Annexure - F to this Report pursuant to Rule 8 of The Companies (Corporate Social Responsibility) Rules, 2014.


M/s Credit Analysis & Research Ltd. (CARE) has improved the credit ratings assigned to the Bank facilities of the Company, which is as under:-

Bank Facilities Amount (Rs. Crore) Rating Remarks
Long Term Bank Facilities (Term Loan) 2.00 (reduced from 2.44) CARE BBB+; Stable [Triple B Plus; Outlook: Stable) Revised from CARE BBB; Stable [ Triple B; Outlook: Stable]
Short Term Bank Facilities (Non-Fund Based) 40.00 CARE A2 [A Two] Revised from CARE A3+ [A Three Plus]
Long/Short Term Bank Facili- ties (Fund Based) 26.00 CARE BBB+; Stable/CARE A2 [Triple B Plus; Outlook: Stable/A Two] Revised from CARE BBB; Stable/CARE A3+ [Triple B; Outlook: Stable/A Three Plus.]
Total Facilities 68.00 (Rupees Sixty Eight Crore Only)


The Company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace. The Company is committed to create a safe and healthy working environment. The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace, which is free of gender bias and Sexual Harassment. The Company has a zero tolerance approach to any form of Sexual Harassment. The policy has been displayed on the Companys website.

There were no complaints received during the Financial Year 2017-18.


As required by Section 134 (5) of the Companies Act, 2013, based on the information and representations received from the operating management, your Board of Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgements 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 of the Company for the year ended on 31st March, 2018.;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.


In accordance with Section 178 of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company has already formulated the Nomination and Remuneration & Board Diversity Policy. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters has been outlined in the Corporate Governance Report, which forms part of this Report.


The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and given hereunder. In terms of Section 136(1) of the Companies Act, 2013, the same is open for inspection at the Registered Office of your Company. Copies of this statement may be obtained by the members in writing to the Company Secretary of your Company.

Further, the Company has no person in its employment drawing salary of 1.02 Crores per annum or 8.50 Lakhs per month (Excluding whole-time Directors- details of whom are given hereunder) as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr. No. Name of Employee Designation/ Nature of Duties Remuneration ( in Lakhs) Qualification Age (years) Experience (No. of years) Date of Commencement of employment Particulars of previous employment
1 2 3 4 5 6 7 8 9
1. Mr. S.S. Sandhu Chairman 181.49 B.A. (Pass) 64 46 01/09/1992 N.A.
2. Mr. N.S. Ghumman Managing Director 181.53 B.E. (Hons.) 67 45 18/06/1984 M/s Tradex Gestion SA General of Switzerland


1. Remuneration shown above includes Salary, HRA, Medical Allowance, Companys contribution towards Provident Fund and Monetary value of perquisites calculated as per rules prescribed under Income Tax Law

Other Disclosure

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2017-18:

Mr. S.S.Sandhu Chairman Median 1:78
Mr. N.S.Ghumman Managing Director Median 1:78

(ii) the percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the financial year 2017-18:

Mr. S.S. Sandhu Chairman 59.92%
Mr. N.S. Ghumman Managing Director 60.13%
Mr. Rajeev Ranjan CFO 19.28%
Ms. Aarti Jassal Company Secretary 14.54%

(iii) the percentage increase in the median remuneration of employees in the financial year 2017-18: Median : 8.83 %.

(iv) the number of permanent employees on the rolls of Company-307

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average increase in the remuneration of all the employees excluding KMPs: 11.90 %.

Justification: Increase in salary of KMPs is decided based on the Companys performance, individual performance, inflation, prevailing Industry trends and benchmarks.

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company hereby affirms that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.


The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are given as under:

(A) Conservation of energy-

i) Some of the steps taken for conservation of energy are;

For reducing paper consumption internal communications / data sharing made compulsory within the organization through emails. Using back side of printed papers.

All lights changed to LED.

ii) The steps taken by the Company for utilizing alternate sources of energy;

Plans to install solar lights surrounding the factory building.

Switching of Monitors during Lunch Break.

iii) The capital investment on energy conservation equipment; Nil

(B) Technology Absorption

i) the efforts made towards technology absorption;

Acquisition of latest technology for plating thickness measurement.

Automation of surface cleaning & OSP process.

Testing and simulation technology upgradation.

Acquisition of high precision measuring equipment for BMS shunts.

Planning to develop manufacturing / testing technology to meet technical cleanliness.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

Reduction in internal rejections and external customer complaints.

Improvement of production efficiency.

Development of new products.

Development and validation of new processes and process enhancements.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N.A.

The details of technology imported - N.A.

The year of import - N.A.

Whether the technology been fully absorbed- N.A.

If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; - N.A.

iv) The expenditure incurred on Research and Development.
Capital Expenditure : Rs. 91.97 Lakhs
Recurring Expenditure : Rs. 53.89 Lakhs
Total : Rs. 145.86 Lakhs
Total R & D expenditure as a percentage of total turnovers : 0.90%

(C) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Earnings in Foreign exchange : Rs. 7,895.57 Lakhs
Expenditure in Foreign currency : Rs. 7,595.17 Lakhs
Expenditure in Foreign currency on Capex : Rs. 142.13 Lakhs


There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.


General Shareholder Information is given in the Report on Corporate Governance forming part of the Annual Report.


Your Directors would like to sincerely express their appreciation for co-operation received from the Companys Bankers, during the year under review, from time to time.

Your directors place on record their deep sense of appreciation for the commitment and dedication of all the Companys executives, staff and workers.

Your Directors also thank all the Govt. authorities, business associates, customers, vendors and the shareholders and all stakeholders for their continuous support and co-operation to the Company during the year.

By order of the Board
For Shivalik Bimetal Controls Limited
S.S. Sandhu
DIN: 00002312
302, Kings I, Royal Retreat,
Place : New Delhi Charmswood village, Suraj Kund,
Date : 23.08.2018 Faridabad, 121009, Haryana, India


Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate and Joint venture Companies

Name of Joint Ventures/ Associates Joint Ventures Associate
Checon Shivalik Contact Solutions Private Limited Innovative Clad Solutions Private Limited Shivalik Bimetal Engineers Private Limited
1. Latest audited Balance Sheet Date 31st March, 2018 31st March, 2018 31st March, 2018
2. Date on which the Associate or Joint Venture was associated or acquired 01/12/2005 04/03/2008 27/02/2008
3. Shares of Associate/Joint Ventures held by the company on the year end
No. 17,10,900 1,51,20,000 2,22,750
Amount of Investment in Associates/Joint venture ( In Lakhs) 221.45 683.42 22.28
Extend of Holding (%) 50% 16.01% 45%
4. Description of how there is significant influence 2(6) 2(6) 2(6)
5. Reason why the associate/joint venture is not consolidated Consolidated Consolidated Consolidated
(Rs. In Lakhs)
6. Net worth attributable to shareholding as per latest audited Balance Sheet 732.90 1850.88 135.97
7. Profit/Loss for the year 118.56 28.08 25.28
Considered in Consolidation 59.28 4.50 11.38
Not Considered in Consolidation 59.28 23.58 13.90