You are here » Home » Companies » Company Overview » Shivalik Bimetal Controls Ltd

Shivalik Bimetal Controls Ltd.

BSE: 513097 Sector: Engineering
NSE: N.A. ISIN Code: INE386D01027
BSE LIVE 15:40 | 21 Nov 78.00 1.15
(1.50%)
OPEN

77.00

HIGH

78.50

LOW

76.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 77.00
PREVIOUS CLOSE 76.85
VOLUME 27391
52-Week high 94.90
52-Week low 19.50
P/E 25.57
Mkt Cap.(Rs cr) 300
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 77.00
CLOSE 76.85
VOLUME 27391
52-Week high 94.90
52-Week low 19.50
P/E 25.57
Mkt Cap.(Rs cr) 300
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shivalik Bimetal Controls Ltd. (SHIVALIKBIMETAL) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the 33rd Annual Report of the Company forthe year ended 31st March 2017.

FINANCIAL RESULTS:

PARTICULARS

Standalone

Consolidated

FY 2016-17 FY 2015-16 FY 2016-17 FY 2015-16
Sales & Other income 12763.53 10654.91 13962.40 11640.42
Exceptional Items- Expenses 3.24 20.19 4.30 20.16
EBITDA 1992.69 1408.62 2081.95 1436.45
Finance Costs 247.65 389.90 304.75 442.72
Depreciation 359.61 368.77 422.50 431.22
Profit before Tax 1385.43 649.95 1354.70 562.51
Less: Tax Expenses 474.43 238.51 483.53 237.68
Profit for the Year 911.00 411.44 871.17 324.83
Share in profit /(Loss)of Associates - - 7.79 7.67
Net Profit/(Loss) for the year - - 878.96 332.50
Balance brought forward from Previous Year 3677.41 3365.97 2530.89 2211.75
Profit available for Appropriation 4588.41 3777.41 3409.85 2544.25
Appropriations: - - - -
General Reserve 200.00 100.00 200 100.00
Interim Dividend 57.78 - 57.78 -
Adjustment due to change in holding of Joint Venture during the year - - - (86.64)
Balance carried to Balance Sheet 4330.63 3677.41 3152.07 2530.89

PER SHARE DATA

PARTICULARS

Standalone

Consolidated

FY 2016-17 FY 2015-16 FY 2016-17 FY 2015-16
Basic EPS 4.74 2.14 4.58 1.73
Book Value per share 38.27 33.85 32.78 28.52

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

COMPANY'S PERFORMANCE:

Standalone performance: Your Company's gross turnover has increased by ' 2108.62 Lacsto ' 12763.53 Lacs as compared to ' 10654.91 Lacs in previous year thereby showing agrowth of 19.79%. EBITDA increased to ' 1992.69 Lacs as compared to ' 1408.62 Lacs inprevious year. Your Directors are confident of improved performance by the Company infinancial year 2017-18.

Consolidated performance: The Company's consolidated gross turnover increased by '2321.98 Lacs to ' 13962.40 Lacs as compared to ' 11640.42 Lacs in previous year. EBITDAincreased to ' 2081.95 Lacs compared to ' 1436.45 Lacs in previous year.

EXPORTS

Standalone: Your Company exported goods to the tune of ' 5984.09 Lacs as against '4062.40 Lacs in previous financial year despite challenges/competition faced by theCompany in overseas market.

EXPANSION

The company was certified under TS 16949 last year and is now in the process ofupdating all related systems and procedures to conform to the new guidelines as per thenewly released TS16949:2016 standard. The Company aims to have this upgrade completed byDecember 2017.

In addition to this the Company has also installed and commissioned a state of the artlaboratory containing test equipment for performance and reliability testing of varioustypes of products that have end application in the automotive sector. The standardsoutlined by the Automotive Electronics Council (AEC) define the performance specificationsaccepted by all major automotive manufacturers worldwide.

Having an in-house testing facility for high precision and customized reliability andperformance tests has allowed the company to meet and often exceed the competition interms of quality and reliability.

The development of various products in the resistor and shunt categories has led toconversion into regular commercial supplies and final qualification for automotiveapplications. A steady growth is expected in this area.

The Company is in the process of setting up additional manufacturing facilities atlocation which is near by the Company's existing plant.

PERFORMANCE OF THE ASSOCIATE /JOINT VENTURES COMPANIES

Your Company has one Associate Company and two Joint Venture Companies as on 31stMarch 2017. The members may refer to the financial statements forming part of the AnnualReport as required under the provisions of Section 129(3) of the Companies Act 2013. Thekey highlights of these Associate/Joint Venture companies are as under:

(i) Shivalik Bimetal Engineers Private Limited (Associate Co.)

This Company recorded a turnover of ' 127.99 lacs for the year ended 31st March 2017(Previous year of ' 82.49 lacs) and also recorded a profit of ' 17.31 Lacs for the yearended 31st March 2017 (Previous year of ' 17.05 Lacs).

(ii) Innovative Clad Solutions Private Limited (Joint Venture Co.)

This Company recorded a turnover of ' 4731.59 Lacs for the year ended 31st March 2017(Previous year of ' 2920.35 Lacs) and also recorded a Loss of ' 479.66 Lacs for the yearended 31st March 2017 (Previous year of ' 554.68 Lacs).

(iii) Checon Shivalik Contact Solutions Private Limited (Joint Venture Co.)

This Company recorded a turnover of ' 2042.71 lacs for the year ended 31st March 2017(Previous year of ' 1535.91 lacs) and also recorded a profit of ' 73.92 lacs for the yearended 31st March 2017 (Previous year of ' 8.07 Lacs).

A statement containing salient features of the financial statements of theAssociate/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 2013the Annual Report of the Company containing the Standalone and the Consolidated FinancialStatements alongwith the Audited Annual Accounts of each Associate and Joint VentureCompanies have been placed on the website of the Company i.e. www.shivalikbimetals.com.

DIVIDEND

The Board of Directors has recommended a final dividend of ' 0.25 (i.e. 12.5%) perEquity Share of the face value of ' 2/- each (Last year: Nil) for the year ended 31stMarch 2017 amounting to ' 57.78 Lacs (including corporate dividend tax). This is inaddition to the interim dividend of ' 0.25 (i.e. 12.5%) per equity share of ' 2/- each(last year : Nil) each in its Board Meeting on 08th February 2017 and which was paid on06th March 2017 amounting to ' 57.78 Lacs (including corporate dividend tax). The totaldividend per equity share for year ended 31st March 2017 is ' 0.50 (i.e. 25%) and totaldividend payout is ' 115.56 Lacs (including corporate dividend tax).

The Register of Members and Share Transfer Books will remain closed from 21stSeptember 2017 and 27th September 2017 (both days inclusive).

ISSUE OF BONUS SHARES

Your Directors at their meeting held on 23rd day of August 2017 have recommended aBonus Issue of shares in the ratio of 1:1 fully paid up Bonus Equity share of ' 2/- eachfor every One (1) fully paid up equity share of ' 2/- each as on the record date to bedetermined. The Bonus Issue is subject to the approval of members at the ensuing AnnualGeneral Meeting.

TRANSFER TO RESERVE

The Company has transferred a sum of ' 200 Lacs in the General Reserve out of theamount available for appropriations.

PUBLIC DEPOSITS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

In accordance with the provisions of the Act Mrs. Harpreet Kaur (DIN: 07012657)Director retires by rotation at the forthcoming Annual General Meeting and beingeligible offers herself for re-appointment. The Board of Directors recommends herre-appointment.

The Board of Directors in their meeting held on 23rd day of August 2017 havere-appointed Mr. S.S. Sandhu (DIN No. 00002312) as Whole Time Director designated asChairman of the Company for a further period of five years w.e.f. 01st August 2018 to31st July 2023 subject to the approval of the shareholders of the Company. Theresolutions pertaining to their re-appointment are set out in Item No. 7 of the Notice ofthe forthcoming Annual General Meeting.

Pursuant to the provisions of Sections 196 197 198 and 203 read with Schedule V andother applicable provisions if any of the Companies Act 2013 (including any statutorymodification or re- enactment(s) thereof for the being in force) Mr. N. S. Ghumman (DINNo. 00002052) was re-appointed as Managing Director of the Company for a period of fiveyears w.e.f. 01st April 2016 to 31st March 2021 at the 32nd Annual General Meeting ofthe Company held on 20th September 2016 at a remuneration perquisites and other termsand conditions as approved by the Board in its meeting held on 09th February 2016.

The Nomination and Remuneration Committee in their meeting held on 08th February 2017have recommended the appointment of the all the existing Independent Directors for a termof five consecutive with effect from 27th September 2017 not liable to retire byrotation subject to the approval of the members.

The Company has received declaration from all independent Directors of the Company tothe effect that they meet criteria of independence as stipulated u/s 149(6) of the Act andapplicable regulations of LODR Regulations.

The resolutions pertaining to above appointments as Independent Directors are set outat Item Nos. 10 to 13 of the Notice of the forthcoming Annual General Meeting.

Key Managerial Personnel

During the year under review Mr. Mukesh Kumar Verma CFO relinquished his office inthe capacity of CFO and promoted as Executive Director - Commercial & Administrationof the Company. Mrs. Aarti Jassal was appointed as Company Secretary of the Company w.e.f21st December 2016 and Mr. Rajeev Ranjan was appointed as Chief Financial Officer of theCompany w.e.f 08th February 2017. There has been no change in any other Key ManagerialPersonnel of the Company during the year.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the applicable provisions of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Board has carried out theAnnual Performance Evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Board Committees. A structured questionnaire wasprepared after circulating the drafts forms covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance.

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

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

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

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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

AUDITORS

Statutory Auditors

The Companies Act 2013 (‘the Act') was notified effective April 1 2014. Section139 of the Act lays down the criteria for appointment and mandatory rotation of statutoryauditors pursuant to Section 139 of the Act and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of one terms of five consecutiveyear. The Rules also lay down the transitional period that can be served by the existingauditors depending on the number of consecutive years for which an audit firm has beenfunctioning as an Auditors' in the same Company. The incumbent auditors' Malik S. &Co. Chartered Accountants (Firm registration number : 000383N) have served the Companyfor over 10 years before the Act was notified and will be completing the maximum number oftransitional period (three years) at the ensuing 33rd Annual General Meeting.

Pursuant to the provisions of Section 139 of the Companies Act 2013 the tenure ofcurrent auditors - M/s Malik S. & Co. Chartered Accountants (Firm registration number: 000383N) shall come to an end at the conclusion of forthcoming AGM. Accordingly M/s.Arora Gupta & Co. Chartered Accountants (Firm Registration No. 021313C) have beenrecommended by the Audit Committee and by the Board to be appointed as Statutory Auditorsof the Company for a term of five consecutive years to hold office from the conclusion ofthe ensuing 33rd Annual General Meeting until the conclusion of 38th Annual GeneralMeeting of the Company to be held in the calendar year 2022 subject to annualratification by members at every Annual General Meeting on such remuneration as may bedecided by the Audit Committee of the Board. They being eligible have consented andoffered themselves for appointment as statutory auditors for conducting audit of accountsfor five consecutive financial years starting from 2017-18 which will include the auditof the quarterly financial statements for the year.

Auditors Report

There are no qualifications reservations or adverse remarks or disclaimers made bythe M/s Malik S & Co. Statutory Auditors in their report. Observations made in theAuditor's Report are self-explanatory and therefore do not call for any further commentsunder Section 134(1) of the Companies Act 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed M/s R Miglani & Co. Company Secretaries New Delhi to conduct theSecretarial Audit of your Company. The Secretarial Audit Report in form MR-3 for thefinancial year ended 31st March 2017 is annexed herewith as ‘Annexure-B' tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.

There are no qualifications or observations or adverse remarks or disclaimer of theSecretarial Auditors in the Report issued by them for the financial year 2016-17 whichcall for any explanation from the Board of Directors.

M/s R Miglani & Co. Company Secretaries have been re-appointed to conduct theSecretarial Audit of the Company for the financial year 2017-18 and they confirmed theireligibility for the said re-appointment.

Cost Auditors

Based on the recommendation of Audit Committee Mr. Ramawatar Sunar Cost Accountants(FRN:100691) being eligible have been appointed by the Board in its meeting held on 23rdday of August 2013 as the Cost Auditors' of the Company for the Financial Year 2017-18with the remuneration to be decided by the Board of Directors with the ratification bythe shareholders. The Company has received a letter from them to the effect that theirappointment would be within the limits prescribed under section 141(3)(g) of the CompaniesAct 2013 and that they are not disqualified for such appointment within the meaning ofsection 141 of the Companies Act 2013.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance 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.

CORPORATE GOVERNANCE REPORT INCLUDING MANAGEMENT AND DISCUSSION ANALYSIS REPORT

As per the applicable provisions of the LODR Regulations 2015 a detailed CorporateGovernance Report together with the Auditors' Certificate on the compliance of conditionsof Corporate Governance and Management Discussion & Analysis Report forms part of theAnnual 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 2016-17.

b) Policy on Nomination and Remuneration of Directors Key Managerial Personnel andSenior Management including inter alia the criteria for the performance evaluation ofDirectors.

c) The details with respect to composition of Committees and establishment of VigilMechanism (including Whistle Blower Mechanism/Policy)

PARTICULAR OF CONTRACT /ARRANGEMENT WITH RELATED PARTIES

All Related party transactions are entered on an arm's length basis and are incompliance with the applicable provisions of the Companies Act 2013 and the ListingRegulations. There are no materially significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large.

All Related Party Transactions are presented to the Audit Committee. Omnibus approvalis obtained for the transactions which are foreseen and repetitive in nature. A statementof all related party transactions is presented before the Audit Committee on a quarterlybasis specifying the nature value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by Board on recommendation of theAudit Committee is uploaded on the Company's website at the following weblink: http://www.shivalikbimetals.com/images/pdf/related-party-transaction-policy.pdf.

During the year the Company has not entered into any contract/ arrangement with arelated party as specified under section 188 of the Companies Act 2013. Thereforedisclosure in Form AOC-2 is not required. Your Directors draw attention of theShareholders to Note No.37 of the financial statements which set out related partydisclosures.

CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a CSR Policy in line with Schedule VII of the Companies Act2013. As per the policy the CSR activities are focused not just around the plants andoffices of the Company but also in other geographies based on the needs of thecommunities. The four focus areas where special Community Development programmes are runare:

a) Promote education;

b) Create sustainable livelihood opportunities;

c) Infrastructure Development;

d) Women Empowerment;

The Annual Report on CSR activities for the Financial Year 2016-17 is annexed as ‘Annexure- F' to this Report pursuant to Rule 8 of The Companies (Corporate SocialResponsibility) Rules 2014.

CREDIT RATING

M/s Credit Analysis & Research Ltd. (CARE) has re-affirmed the credit ratingsassigned to the Bank facilities of the Company which is as under :-

Bank Facilities Amount (' Crore) Ratings Remarks
Long Term Bank Facilities (Term Loan) 2.44 (reduced from 4.15) CARE BBB; Stable [Triple B; Outlook: Stable) Reaffirmed
Short Term Bank Facilities (Non-Fund Based) 40.00 CARE A3+ [A Three Plus] Reaffirmed
Long/Short Term Bank Facilities (Fund Based) 26.00 CARE BBB; Stable/CARE A3 + [Triple B Plus; Outlook: Stable/A Three Plus] Reaffirmed
Total Facilities 68.44 (Rupees Sixty Eight Crore and Forty Four Lakhs)

DETAILS OF NUMBER OF CASES FILED IF ANY AND THEIR DISPOSAL IN TERMS OF SECTION 22 OFTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013.

The Company has implemented a policy on Prevention Prohibition and Redressal of SexualHarassment of women at workplace. The Company is committed to create a safe and healthyworking environment. The Company believes that all individuals have the right to betreated with dignity and strives to create a workplace which is free of gender bias andSexual Harassment. The Company has a zero tolerance approach to any form of SexualHarassment. The policy has been displayed on the Company's website.

There were no complaints received during the Financial Year 2016-17.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act 2013 based on the information andrepresentations received from the operating management your Board of Directors confirmthat:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

(b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year ended on 31st March 2017.;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 andthat such internal financial controls are adequate and were operating effectively;

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

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

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

PARTICULARS OF DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES

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

Further the Company has no person in its employment drawing salary of ' 1.02 Croresper annum or ' 8.50 lacs per month (Excluding whole-time Directors- details of whom aregiven hereunder) as defined under the provisions of Section 197 of the Companies Act2013 read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

Name of Employee Designation/ Nature of Duties Remuneration (' in lacs) 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 113.48 B.A. (Pass) 63 45 01/09/1992 N.A.
2. Mr. N.S. Ghumman Managing Director 113.37 B.E. (Hons.) 66 44 18/06/1984 M/s Tradex Gestion SA General of Switzerland

Notes:

1. Remuneration shown above includes Salary HRA Medical Allowance Company'scontribution towards Provident Fund and Monetary value of perquisites calculated as perrules prescribed under Income Tax Law.

Other Disclosure:-

I the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2016-17:

Mr. S.S.Sandhu Chairman Median 1:51
Mr. N.S.Ghumman Managing Director Median 1:51

II. the percentage increase in remuneration of each director CFO CEO CompanySecretary or Manager if any in the financial year 2016-17:

Mr. S.S. Sandhu Chairman 37.83%
Mr. N.S. Ghumman Managing Director 39.51%
Mr. Mukesh Kumar Verma* Ex CFO 16.15%
Mr. Ram Parvesh Gupta** Ex Company Secretary N.A.
Mr. Rajeev Ranjan* CFO N a ***
Mrs. Aarti Jassal** Company Secretary N a ***

• During the year 2016-17 Mr. Rajeev Ranjan has been appointed as CFO w.e.f08.02.2017 in place Mr. Mukesh Kumar Verma.

** During the year 2016-17 Mr. Ram Pravesh resigned from the post of Company Secretaryof the Company w.e.f 05.09.2016 and Mrs. Aarti Jassal has been appointed as CompanySecretary of the Company w.e.f 21.12.2016.

*** Being the first year of employment.

III. the percentage increase in the median remuneration of employees in the financialyear 2016-17: Median -16.32 %. Iv. the number of permanent employees on the rolls ofCompany— 296 nos.

V. average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Averageincrease in the remuneration of all the employees excluding KMP's 10.80%.

Justification: Increase in salary of KMP's is decided based on the Company'sperformance 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 Policyfor Directors Key Managerial Personnel and other Employees.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

(A) Conservation of energy-

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

• The company has installed a new higher capacity and higher efficiency effluenttreatment plant and providing 100% recycling of all waste water generated frommanufacturing processes. This has drastically reduced dependency on outside agencies forwater treatment and allows the company to ensure that environmental impact is minimized.

• Rain water harvesting systems has been improved and new tanks have beeninstalled to increase storage capacity.

• Paper consumption monitoring has been started with targets and action plansdefined to reduce the same.

• The distribution network for compressed air throughout the manufacturing hasbeen upgraded to eliminate leakages. This has reduced load and energy consumption byapproximately 40%.

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

• Reducing AC temperature by 1 degree.

• Switching of Monitors during Lunch Break.

• Compulsory Switching off Lights while leaving office.

(iii) The capital investment on energy conservation equipment;

' Nil

(B) Technology Absorption

(i) the efforts made towards technology absorption;

• Continuous enhancements of the Research and Development wing with additions byway of the latest test equipment and performance testing methods.

• Enhancement of existing manufacturing equipment with improved electronics anddata logging systems.

• Automation of certain processes to lead to defect free manufacturing.

• Testing and simulation technology upgradation.

(ii) The benefits derived like product improvement cost reduction product developmentor 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 reckonedfrom 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 thereasons thereof; - N.A.

(iv) The expenditure incurred on Research and Development.

a) Capital Expenditure : ' 65.55 Lacs
b) Recurring Expenditure : ' 19.24 Lacs
c) Total : ' 84.79 Lacs
d) Total R & D expenditure as a percentage of total turnovers : 0.66%

(C) Foreign exchange earnings and Outgo

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

Earnings in Foreign exchange

' 5737.57 Lacs

Expenditure in Foreign currency ' 5085.22 Lacs
Expenditure in Foreign currency on Capex ' 32.70 Lacs

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

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

GENERAL SHAREHOLDER INFORMATION

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

REQUEST TO THE MEMBERS

Your Directors invite the attention of all Members to note that pursuant to changes inapplicable laws and regulations in order to receive and participate in all corporateactions of the company you are requested to: -

• Inform the Company / our registrar / Depository Participants if not alreadydone earlier for updating details of your Permanent Account Number (PAN). The Securitiesand Exchange Board of India (SEBI) has mandated the submission of PAN by every participantin securities market. Members holding shares in electronic form are therefore requestedto submit the PAN to their Depository Participants with whom they are maintaining theirdemat accounts. Members holding shares in physical form can submit their PAN details tothe Company / Registrar.

• Transferee(s) to furnish copy of their PAN Card to the Company / RTA's forregistration of transfer of shares for securities market transactions and off-market /private transactions involving transfer of shares in physical form.

• Inform your Depository Participant to reactivate your account for creditactions. Frozen Demat accounts may lead to non-credit / delayed credit of securitiesallotted to your account.

• Update your address with Registrar / Depository Participants to ensure timelyreceipt of shareholder communication. Members holding shares in electronic form arerequested to intimate immediately any change in their address or bank mandate to theirDepository Participants with whom they are maintaining their demat accounts. Membersholding shares in physical form are requested to advise any change of address immediatelyto the Company / Registrar and Share Transfer Agents M/s MAS Services Limited.

• Investors are requested to kindly note that any dividend warrant which remainsun-encashed for a period of seven years will be transferred to ‘Investor Educationand Protection Fund' in terms of section 125 of the Companies Act 2013. Shareholders whohave not en-cashed their dividend warrants may kindly contact the Company and lodge theirwarrants for revalidation. The schedule of transfer of unclaimed / unpaid dividend to the‘Investor Education and Protection Fund' is given in the Corporate Governance Reportforming part of this Annual Report.

ACKNOWLEDGEMENTS/ APPRECIATION

Your Directors would like to sincerely express their appreciation for co-operationreceived from the Company's Bankers during the year under review from time to time.

Your directors place on record their deep sense of appreciation for the commitment anddedication of all the Company's executives staff and workers.

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

Place : New Delhi By order of the Board
Date : 23rd August 2017 For Shivalik Bimetal Controls Limited
Sd/-
Registered Office: S. S. Sandhu
16-18 New Electronics Complex Chairman
Chambaghat Distt. Solan (H. P) DIN: 00002312
CIN: L27101HP1984PLC005862 302 Kings I Royal Retreat
e-mail: investor@shivalikbimetals.com Charmswood Village Suraj Kund
Faridabad 121009 Haryana India