Shivalik Bimetal Controls Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting the 35th Annual Report of Shivalik Bimetal Controls Limited (‘the Company) for the financial year (‘Year) ended 31st March, 2019.


(र in Lakhs)
PARTICULARS FY 2018-19 FY 2017-18
Revenue from Operations 19,339.15 15,786.39
Other Income 538.66 415.25
Total Revenue 19,877.81 16,201.64
Operating Expenditure 15,785.26 13,222.94
Profit/(Loss) before Interest, Depreciation, Tax & Exceptional Items 4,092.55 2,978.70
Finance Cost 357.73 331.13
Depreciation 484.86 461.58
Profit/ (Loss) before Taxes & Exceptional items 3,249.96 2,185.99
Exceptional items (Income)/Expenses - -
Profit/ (Loss) before Tax 3,249.96 2,185.99
Tax Expense 942.07 587.30
Profit/ (Loss) after Tax 2,307.89 1,598.69
Other comprehensive income (2.75) 0.35
Total Comprehensive Income for the Period 2,305.14 1.599.04
Particulars FY 2018-19 FY 2017-18
Basic EPS 6.00 4.16
Book Value per share 27.48 22.20

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.


Standalone performance

The Company recorded encouraging performance for the year. The Company recorded an overall growth of 22.50% in operating revenue in FY 2018-19 from र 15,786.39 Lakhs to र 19,339.15 Lakhs.

The Profit before Tax and Profit after Tax for the year under review amounted to र 3,249.96 Lakhs and र 2,305.14 Lakhs respectively as compared to र 2,185.99 Lakhs and र 1,599.04 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 has upgraded its quality and process control systems as per the latest IATF16949 standards and received the necessary re-certifications from the IATF16949 Auditors (TV).

The setup of the AEC (Automotive Electronics Council) compliant test facility as was reported in the previous issue of this document, had incremental upgrades in terms of software and equipment installations where deemed necessary to comply with the up-to-date test requirements and to increase the overall capability and capacity of simultaneous research and testing.

The existing stamping facility is now in its upgradation phase II wherein the remaining mechanical presses are being replaced with new high speed and high accuracy presses. This will provide a significant increase in accuracy, safety and capacity.

Various manual finishing and inspection processes are being automated. Progress will be done in phase-wise manner as per the planned schedule.

As informed by your Directors in the previous years report that your Company had succeeded in getting 2,324 of land on lease from the Department of Industries adjacent to the existing manufacturing facility. The construction plans got delayed due to various approvals & finalization of drawings/design based on technical requirement of some of the processes. All approvals including drawings/ designs are in place and the construction on this land will commence during October 2019 and is expected to be completed by end of December, 2020.


As reported by your Directors in the previous year Annual Report with regard to setting up manufacturing facilities for capacity and capability enhancements, your Directors are happy to inform you that construction of factory building is going on and is expected to be completed as per schedule.


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 35th 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, 2019. 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 र 179.85 Lakhs for the year ended 31st March, 2019 (Previous year of र 133.18 Lakhs) and also recorded a profit of र 47.45 Lakhs for the year ended 31st March, 2019 (Previous year of र 25.28 Lakhs). b) Joint Venture Companies i) Innovative Clad Solutions Private Limited

In view of the turn around of the Company in terms of turnover as well as profitability & potential growth prospect of the JV Company. Your Directors considered it appropriate and commercially expedient to invest desired sum of र 96,60,030 towards equity for prospective capacity enhancement.

This Company recorded a turnover of र 9037.98 Lakhs for the year ended 31st March, 2019 (Previous year of र 5968.17 Lakhs) and also recorded a profit of र 354.21 Lakhs for the year ended 31st March, 2019 (Previous year profit of र 28.52 Lakhs).

ii) Checon Shivalik Contact Solutions Private Limited

This Company recorded a turnover of र 2677.47 Lakhs for the year ended 31st March, 2019 (Previous year of र 2232.84 Lakhs) and also recorded a profit of र 236.13 Lakhs for the year ended 31st March, 2019 (Previous year of र 119.86 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.

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 statements have been placed on the website of the Company i.e.


Based on the Companys performance, the Directors have recommended a final dividend of र 0.30 (i.e, @15% of the nominal value of the share) per Equity Share of the face value of र 2/- each for the year ended 31st March, 2019 (Last year: 15%). The final dividend on equity shares, if approved by the members, would entail a cash outflow of र 138.89 Lakhs (including corporate dividend tax). This is in addition to the interim dividend of र 0.30 (i.e, @15% of the nominal value of the share) per equity share of र 2/- each (last year: 15%) in its Board Meeting held on 12th February, 2019 and which was paid on 06th March, 2019 amounting to र 138.89 Lakhs (including corporate dividend tax).

The total dividend per equity share for year ended 31st March, 2019 is र 0.60 (i.e, @ 30% of the nominal value of the share) and total dividend payout is र 277.78 Lakhs (including corporate dividend tax).

The Register of Members and Share Transfer Books will remain closed from 05th September, 2019 to 11th September, 2019 (both days inclusive).


The Company proposes to retain the entire amount of profits in the Statement of Profit and Loss.


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


During the year under review, the Company has not made any Bonus Issue.


In addition to the credit facilities enjoyed by the Company from Indian Bank, the Company has started availing credit facilities from DBS Bank India Ltd. during the year to meet its working capital requirements at competitive financing cost.


Capt. J.S. Mann (Retd.), Independent Director of the Company passed away on 31st May, 2019. The Board places on record its appreciation for his invaluable contribution and guidance.

Ms. Anu Ahluwalia (DIN: 07254059) was appointed as an Additional Director holding the position of Woman Independent Director on the Board of Directors of the Company with effect from August 12, 2019.

Ms. Anu Ahluwalia (DIN: 07254059) was appointed as an Additional Director and therefore, her term of office expires on the date of ensuing Annual General Meeting. The Company has received notice under Section 160 of the Companies Act, 2013 from members proposing the candidature of Ms. Anu Ahluwalia (DIN: 07254059) for being appointed as Woman Independent director of the Company. The Board of Directors recommend to the shareholders for her appointment as Director of the Company. A resolution seeking shareholders approval for her appointment forms part of the Notice.

In accordance with the Provisions of the Companies Act, 2013, Mr. G.S. Gill (DIN: 00007393) 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 and a resolution seeking shareholders approval for his re-appointment forms part of the Notice.

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 along with the Rules framed thereunder and under Regulation 16 (1)(b) read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.


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, effectiveness of board processes and meetings and performance of specific duties, obligations, governance and information and functioning etc.

The performance evaluation of the Independent Directors and fulfillment of their independence criteria as specified in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and their independence from the management 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 Six (6) 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 provided in the notes to Financial Statements.


Statutory Auditors

M/s. Arora Gupta & Co., Chartered Accountants (Firm Registration No. 021313C) has been appointed as Statutory Auditors of the Company in the 33rd Annual General Meeting for a period of 5 years subject to ratification by the members at every annual general meeting. Pursuant to the amendment to Section 139 of the Act effective from 7th May, 2018, ratification by members every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of forthcoming 35th Annual General Meeting does not include the proposal for seeking members approval for ratification of Statutory Auditors appointment.

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.

Cost Auditors

The Company is required to maintain the cost records as specified by the Central Government under section 148(1) of the Act and accordingly such accounts and records are made and maintained. As per the requirement of Central Government and pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company has been carrying out audit of cost records.

The Board of Directors on the recommendation of Audit Committee has re-appointed Mr. Ramawatar Sunar, Cost Accountants, (Firm Registration No. 100691) as Cost Auditor to audit the cost records of the Company for the financial year 2019-20. As required under the Act, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming 35th Annual General Meeting.

Secretarial Auditor and Secretarial Standards

The Board has appointed M/s R Miglani & Co., Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2018-19 as required under Section 204 of the Act and the rules made thereunder. The Secretarial Audit Report for the financial year 2018-19 is annexed herewith as ‘Annexure-B to the Boards Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the Year, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be reported in the Boards Report.


The company has in place Internal Financial Control system, commensurate with size and complexity of its operations to ensure proper recording of financial or operational information, compliance of various internal controls, other regulatory and 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 external professional Chartered Accountants firm 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 extract of annual return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an ‘Annexure - C to this Annual Report and also available on the website of the Company at


As per the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirment) Regulations 2015, a detailed Corporate Governance Report together with the Practicing 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 2018-19.

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 No. 43 to the standalone financial statements which sets out related party disclosures pursuant to Ind AS.


In accordance with the requirements of Section 135 of Act, your Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at the link images/pdf/sbcl-csr-policy.pdf. The Company has identified three focus areas of engagement which are as under:

The Company would also undertake other need-based initiatives in compliance with Schedule VII to the Act. During the Year, the Company has spent amount of र 28.11 Lakhs on CSR activities. The financial data pertaining to the Companys CSR activities for the financial year 2018-19 is annexed in the prescribed format in ‘Annexure-F to the Boards Report. The Company is undertaking the CSR activities directly as well as through its trust ‘ABS Foundation.


The Company has obtained credit ratings from CRISIL as at the end of the financial year 2018-19 as given below:

Bank Facilities Amount (र in Crore) Rating Assigned
Long Term Bank Facilities (Cash Credit) 41.00 CRISIL A-/Stable (Reaffirmed)
Long Term Bank Facilities (Long Term Loan) 5.00 CRISIL A-/Stable (Reaffirmed)
Short Term Bank Facilities (Letter of Credit & Bank Guarantee) 25.00 CRISIL A2+ (Reaffirmed)
Total Bank Loan Facilities Rated 71.00
(Rupees Seventy One Crore Only)


The Company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace. The company has duly constituted an Internal Complaints Committee pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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 at http://www.

There were no complaints received during the Financial Year 2018-19.


As required under 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 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 of the Company for the year ended on 31st March, 2019;

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 and

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 र 1.02 Crores per annum or र 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 Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr. No. Name of Employee Designation/ Nature of Duties Remuneration (र 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 & Wholetime Director 240.68 B.A. (Pass) 65 47 01/09/1992 N.A.
2. Mr. N.S. Ghumman Managing Director 240.93 B.E. (Hons.) 68 46 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 2018-19:

Mr. S.S.Sandhu Chairman & Wholetime Director Median 1:94
Mr. N.S.Ghumman Managing Director Median 1:94

(ii) the percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the financial year 2018-19:

Mr. S.S. Sandhu Chairman 32.62%
Mr. N.S. Ghumman Managing Director 32.72%
Mr. Rajeev Ranjan CFO 26.73%
Ms. Aarti Jassal Company Secretary 13.70%

(iii) the percentage increase in the median remuneration of employees in the financial year 2018-19: Median : 9.86 %.

(iv) the number of permanent employees on the rolls of Company - 312.

(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: 11.56 %.

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. Active development of ERP (Enterprise Resource Planning) is in its final stages of full launch (company-wide). This will also lead to reduction in paper work and duplication of documentation.

• All main shop floor lighting has been changed to LED.

• Installation of roofing insulation has been done in key areas to reduce load on air conditioning systems.

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

• Plans to install solar lights surrounding the factory building.

• Switching off 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 as per latest VDA standards.

• Testing and simulation technology up gradation with inclusion of latest industry test standards.

• Acquisition of automated inspection equipment for automotive applications.

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.

iv) The expenditure incurred on Research and Development.

• Capital Expenditure : NIL
• Recurring Expenditure : र 76.13 Lakhs
• Total : र 76.13 Lakhs
• Total R & D expenditure as a percentage of total turnovers : 0.39 %

(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.

i) Earnings in FC र 10,073.76 Lakhs
ii) Expenditure in FC र 10,554.05 Lakhs
iii) Expenditure in FC (Capex) र 210.28 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
Place : New Delhi S.S. Sandhu
Date : 12.08.2019 Chairman
DIN: 00002312
302, Kings I, Royal Retreat, Charmswood Village, Suraj
Kund, Faridabad, Haryana, 121 009, India
Registered Office:
16-18, New Electronics Complex, Chambaghat,
Distt. Solan, Himachal Pradesh - 173 213
CIN: L27101HP1984PLC005862