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Shivalik Bimetal Controls Ltd.

BSE: 513097 Sector: Engineering
NSE: N.A. ISIN Code: INE386D01027
BSE LIVE 15:56 | 20 Sep 147.70 5.05
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OPEN 148.85
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VOLUME 89418
52-Week high 149.95
52-Week low 32.25
P/E 24.17
Mkt Cap.(Rs cr) 284
Buy Price 0.00
Buy Qty 0.00
Sell Price 147.00
Sell Qty 214.00
OPEN 148.85
CLOSE 142.65
VOLUME 89418
52-Week high 149.95
52-Week low 32.25
P/E 24.17
Mkt Cap.(Rs cr) 284
Buy Price 0.00
Buy Qty 0.00
Sell Price 147.00
Sell Qty 214.00

Shivalik Bimetal Controls Ltd. (SHIVALIKBIMETAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 32nd Annual Report of the company alongwith audited financial statements for the financial year ended March 31 2016.Consolidated performance of the company along with its JV's and its Associates has beenreferred to wherever required.

FINANCIAL RESULTS:

PARTICULARS Consolidated

Standalone

FY 2015-16 FY 2015-16 FY 2014-15
Sales & Other income 11640.42 10654.91 10162.22
Exceptional Items- Expenses 20.16 20.19 103.91
Profit before Finance Cost Depreciation and Tax 1444.12 1408.62 1479.92
Finance Costs 442.72 389.90 319.84
Depreciation 431.22 368.77 317.05
Profit before Tax 570.18 649.95 843.03
Less: Tax Expenses 237.59 238.51 348.84
Profit for the Year 332.59 411.44 494.19
Balance brought forward from Previous Year 2211.75 3365.97 2971.78
Profit available for Appropriation 2544.34 3777.41 3465.97
Appropriations:
General Reserve 100.00 100 100.00
Adjustment due to change in holding of Joint Venture during the year. (86.64) - -
Balance carried to Balance Sheet 2530.98 3677.41 3365.97

PER SHARE DATA

PARTICULARS Consolidated

Standalone

FY 2015-16 FY 2015-16 FY 2014-15
Basic EPS 1.73 2.14 2.57
Book Value per share 28.52 33.85 31.70

COMPANY'S PERFORMANCE

Consolidated performance: The consolidated ‘Sales and other income' of yourcompany along with its JV's and Associates is Rs. 11640.42 lacs during the Financial Year2015-16. The Consolidated Profit before exceptional & extraordinary items and tax forthe F Y 2015-16 is Rs. 590.34 lacs.

Standalone performance: Your Company has achieved ‘Sales and other income' ofRs. 10654.91 lacs during the Financial Year 2015-16 as compared to Rs. 10162.22 lacs ofthe previous Financial Year 2014-15 thereby showing a growth of 4.85%.

Profit before exceptional & extraordinary items and tax for the Financial Year2015-16 is Rs. 670.14 lacs against Rs. 946.94 lacs of previous year. The company hasreported a net profit of Rs. 411.44 lacs against Rs. 494.19 lacs of previous year. YourDirectors are confident of improved performance by the Company during financial year2016-17.

DIVIDEND

Keeping in view the requirements of the business available growth potentials and formodernization/ automation of existing plant and machinery the Board of Directors of yourcompany have decided to plough back the profits and thus not recommended any dividend forthe financial year under review.

TRANSFER TO RESERVE

The company has transferred a sum of Rs. 100.00 Lacs in the General Reserve out of theamount available for appropriations and an amount of Rs 3677.41 lacs has been retained inthe Profit & Loss Account.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 02 2015 issued SEBI(Listing Obligations and disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing agreement for different segmentsof Capital markets to ensure better enforceability. The said regulations were effectivefrom December 01 2015. Accordingly all listed Companies were required to enter into theListing Agreement within six months from the effective date. The Company entered intolisting Agreement with the BSE on 09th February 2016.

EXPORTS

Standalone: Your Company exported goods to the tune of Rs. 4062.40 lacs as againstRs. 3999.17 lacs during previous financial year despite general economic recessionworldwide. The Company has been able to sustain exports turnover in spite of recession incountries like Brazill which has been a strong market for your company in the past manyyears.

EXPANSION

Your company has been continuously working for the development of Bimetal/ Trimetalsfor use in Automobile / SMD's since last couple of years. The Company has attained TS1949certification which qualifies it to enter as Tier 1 suppliers to Automotive Giants. Yourdirectors are pleased to inform that your company has taken a major step towards thedevelopment of these resistors and commercialization of such products with some of thereputed customers is at advanced stage. Your company expects a good growth in this newproduct portfolio.

JOINT VENTURE & ASSOCIATES

There has been a positive growth in the business of the Companies wherein your Companyhas a Joint Venture and/ or is associated with since the time of last report.

The Investment of your Company in Checon Shivalik Contact Solutions Private Limited(CSCS-a joint venture company) as on 31.03.2016 continues to be Rs. 221.45 Lacs (previousyear Rs. 221.45 Lacs).

The Investment of your Company in Innovative Clad Solutions Private Ltd. (ICS-a jointventure company) as on 31.03.2016 continues to be Rs. 1512.00 Lacs (previous year Rs.1512.00 Lacs).

The Investment of your Company in Shivalik Bimetal Engineers Pvt. Ltd. (SBEPL-anassociate company) as on 31.03.2016 stands at Rs. 22.28 Lacs (previous year Rs. 22.28Lacs).

During the year the Board of Directors reviewed the affairs of the JV's &Associate. In accordance with section 129(3) of the Companies Act 2013 your company isrequired to prepare consolidated financial statements which forms part of this AnnualReport. Further a statement containing the salient features of the Financial Statement ofour Joint Ventures/ Associates in the prescribed format AOC-1 (Part -B) is appended as ‘AnnexureA to the Board's Report. The statement also provides the details of performanceand financial positions of each of the Joint ventures/ Associate.

In accordance with section 136 of the Companies Act 2013 the audited financialstatement includes the consolidated financial statements and related information of thecompany and audited accounts of each of the joint ventures & associate are availableon our website http://www.shivalikbimetals.com. These documents shall be available forinspection during the business hours at the registered office of the company.

AWARDS RECOGNITIONS AND CERTIFICATIONS

During the year under review your company obtained TUV Certification w.r.t.maintenance of quality management system in line with the standards prescribed w.r.t.manufacturing and supply of strips and components of thermostatic bimetals and otheralloys. This certification was conferred in accordance with the TUV standard auditing andcertification procedures and is subject to regular surveillance audits.

PUBLIC DEPOSITS

During the year under review your Company did not accept any public deposits from thepublic under section 73 of the Companies Act 2013.

DIRECTORS

In accordance with the requirements of Companies Act 2013 and other applicableprovisions Mr. G. S. Gill (DIN: 00007393) non-executive director is liable to retire byrotation at the ensuing Annual General Meeting and being eligible has offered himselffor re-appointment.

Subject to the approval of the Members in the forthcoming Annual General Meeting andpursuant 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 wasre-appointed as Managing Director of the Company for a period of five years w.e.f. 1stApril 2016 at a remuneration perquisites and other terms and conditions as approved bythe Board in its meeting held on 9th February 2016.

During the year under review Mr. D.J.S. Sandhu Deputy Managing Director resigned fromthe directorship of the Company due to health and personal reasons and ceased to be theDirector of the Company w.e.f. 20th August 2015. The Board expresses its sincere thanksto Mr. D.J.S. Sandhu for his valuable contribution made towards the company while workingas a Deputy Managing Director.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

SEBI (Listing obligations and disclosure requirements) regulations mandates that theBoard shall monitor and review the Board evaluation framework. The framework includes theevaluation of Directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision Making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees effectiveness

• Peer evaluation

In terms of the provisions of the Companies Act 2013 which provides that the Board hascarried out the annual evaluation of its own performance and of each of the directorsindividually including the independent directors as well as of the working of itscommittees for the financial year 2015-16. Schedule IV of the Companies Act 2013 statesthat the performance evaluation of Independent Directors shall be done by the entire Boardof Directors excluding the Directors being evaluated.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year five (5) Board Meetings and four (4) Audit Committee Meetings wereconvened and held. The details are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors u/s 149(7) ofthe Companies Act 2013 confirming that they meet the criteria of independence asprescribed u/s 149(6) of the Companies Act 2013 and Regulation 25 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company believes in adopting the best practices of Corporate Governance. As perSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 (the ListingRegulations or Listing Agreements) the Report on Corporate Governance incorporating aseparate section on ‘Management Discussion and Analysis Report '- which is part ofthe Directors' Report together with Auditors' Certificate regarding Compliance ofCorporate Governance is annexed herewith as ‘Annexure- F & G'.

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

The Statutory Auditors M/s Malik S & Co. Chartered Accountants (Registration No.00383N) New Delhi hold office till the conclusion of the ensuing Annual General Meetingand are recommended for re-appointment. The certificate from the Auditors have beenreceived to the effect that their re-appointment if made would be within the prescribedlimit under section 141(3)(g) of the Companies Act 2013.

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 March 31 2016 is annexed herewith as ‘Annexure-D' tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.

INTERNAL AUDIT

Pursuant to the Section 138 of the Companies Act 2013 the Companies (Accounts) Rules2014 and other applicable provisions M/s. AMR & Co. Chartered Accountants (FirmRegistration No. 015422N) were appointed as Internal Auditors of the company for the FY.2015-16.

M/s. Arora Gupta & Co Chartered Accountants (Firm Registration No. 021313C) hasalso been appointed as Internal Auditors of the company for the FY. 2016-17.

Internal Audit is regularly conducted to evaluate the adequacy and effectiveness ofinternal controls and overall risk management. Internal Audit is staffed by professionalswith varied skills and expertise. The Audit committee of the board provides directions andmonitors the effectiveness of the Internal Audit function.

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' tothis Report.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of section 188(1)of the Act. 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 ‘AnnexureB' in Form AOC-2 and the same forms part of this report.

The Board has adopted Related Party Transaction Policy for determining the materialityof related party transactions and also on the dealings with related parties. This Policyhas been displayed on the Company's website at http://www.shiualikbimetals.com/images/pdf/related-party-transaction-policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure E' of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. For other details regarding the CSRCommittee please refer to the corporate governance report which forms part of thisreport. The policy is available on the website of the Company (URL:http://www.shivalikbimetals.com).

RISK MANAGEMENT

Your Company had constituted a Risk Management Committee to oversee the risk managementefforts in the Company. During the period under review the Board in its meeting held on9th February 2016 dissolved the Risk Management Committee and transfer of its functionsto Audit Committee. The committee is responsible for reviewing the risk management planand ensuring its effectiveness. The audit committee has additional oversight in the areaof financial risks and controls. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. Thedevelopment and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board has formulated a Whistle Blower Policy which is incompliance with the provisions of Section 177 (10) of the Companies Act 2013 erstwhileClause 49 of the Listing Agreement and which is now substituted with SEBI Regulation 22 ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and displayedon the Company's web link at http://www.shivalikbimetals.com/images/pdf/wistle-blower-policy-sbcl.pdf.

The policy provides for a framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. More details on the vigil mechanism and theWhistle Blower Policy of your Company have been outlined in the Corporate GovernanceReport which forms part of this report.

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 :-

Facilities Rating
Long Term Bank Facilities CARE BBB (Triple B)
Short Term Bank Facilities CARE A 3+ (A Three Plus)
Long Term/ Short Term Bank Facilities CARE BBB/ CARE A 3+ (Triple B/ A Three Plus)

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

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 2015-16.

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 2016.;

(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.

GENERAL SHAREHOLDER INFORMATION

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

POLICIES RELATED TO CRITERIA FOR DETERMINING MATERIALITY OF EVENTS' AND PRESERVATION OFDOCUMENTS AND ARCHIVAL'

Your Company seek to promote and follow the highest ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies.

As per the regulations of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 your Company have formulated the Policies under regulation 30 relatesto ‘CRITERIA FOR DETERMINING MATERIALITY OF EVENTS' and regulation 9 relates to‘PRESERVATION OF DOCUMENTS AND ARCHIVAL

NOMINATION AND REMUNERATION & BOARD DIVERSITY POLICY

The Board has in compliance with Section 178 of the Companies Act 2013 and SEBIClause 49 of the Listing Agreement which is further revised by SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 Regulation 19 of SEBI (LODR)Regulations 2015 and other applicable provisions framed a Policy for selectionappointment and remuneration of Directors and Key Managerial Personnel which is displayedat the Company website at http://www.shiualikbimetals.com/images/pdf/nomination-and-remuneration-board-diuersity-policy.pdf.

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 erstwhile Clause 49 of the Listing Agreement and which is now substituted withSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 your Companyhas formulated the Nomination and Remuneration & Board Diversity Policy. The salientaspects covered in the Nomination and Remuneration Policy covering the policy onappointment and remuneration of Directors and other matters has been outlined in theCorporate 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 Rs. 60 lacs perannum or Rs. 5.00 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 (Rs. in lacs) Qualification Age (years) Experience (No. of years) Date of Commencement of employment Particulars of previous employment
1. Mr. S.S. Sandhu Chairman 82.34 B.A. (Pass) 62 44 01/09/1992 N.A.
2. Mr. N.S. Ghumman Managing Director 81.26 B.E. (Hons.) 65 43 18/06/1984 M/s Tradex Gestion SA General of Switzerland
3. Mr. D.J.S. Sandhu (Resigned w.e.f. 20th August 2015) Deputy Managing Director 26.85 B.Sc. (Hons.) 58 38 04/04/1996 N.A.

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 2015-16:

S.S.Sandhu Chairman Median 1:43
N.S.Ghumman Managing Director Median 1:42
D.J.S.Sandhu Dy Managing Director Median 1:36

(ii) the percentage increase in remuneration of each director CFO CEO CompanySecretary or Manager if any in the financial year 2015-16:

S.S.Sandhu Chairman Nil
N.S.Ghumman Managing Director Nil
D.J.S.Sandhu Dy Managing Director Nil
Mukesh Kr Verma CFO 10.43%
Ram Parvesh Company Secretary 22.47%

(iii) the percentage increase in the median remuneration of employees in the financialyear 2015-16 :

Median 11.42 %

(iv) the number of permanent employees on the rolls of company— 286 nos.

(v) average percentile increase already made in the salaries of employees other thanthe managerial 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:

Average increase in the remuneration of all the employees excluding KMP's 9.32%

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 thecompany.

Remuneration paid to Whole Time Directors is as per the remuneration policy of thecompany

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;

• Energy conservation continues to be area of emphasis and is regularly monitoredin each manufacturing unit of the company.

• Recycling of process water to conserve natural resources.

• Installation of Fume extractors on the roof.

• Rain water harvesting.

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

Installation of Transparent sheets on factory roof for using more & more naturallight.

(iii) The capital investment on energy conservation equipment; Rs 1.77 lacs.

(B) Technology absorption-

(i) the efforts made towards technology absorption;

The objective of R&D facility is to develop new products and study the customerneeds and suggest them quality solutions which are cost effective and competitive forexisting products.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution; Bimetal / Tri metals for use in Automobile SMD resistors /Battery Management systems.

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

(a) The details of technology imported - N.A.

(b) The year of import- N.A.

(c) Whether the technology been fully absorbed- N.A.

(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof; - N.A.

(iv) The expenditure incurred on Research and Development.

Rs. 17.62 lacs.

(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 Rs. 4011.23 Lacs
Expenditure in Foreign currency Rs. 4447.95 Lacs
Expenditure in Foreign currency on Capex Rs. 30.72 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.

MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act 2013 except as disclosed elsewherein this report no material changes and commitments which could affect the Company'sfinancial position have occurred between the end of the financial year of the Company anddate of this 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.

• The Ministry of Corporate Affairs has taken a ‘Green Initiative in theCorporate Governance' by allowing paperless Compliances by the Companies and has issuedcircular stating that service of notice / documents including Annual Report can be sent bye-mail to its members. To support this green initiative of the Government in full measuremembers are requested to provide / update their e-mail addresses in respect of electronicholdings with the Depository through their concerned Depository Participants or send ane-mail at info@masserv.com or investor@

shivalikbimstals.com to get the Annual Report and other documents on such e-mailaddress. Members holding shares in physical form are also requested to intimate theire-mail address to MAS Services Limited either by e-mail at info@masserv.com orinvestor@shivalikbimetals.com or by sending a communication at the Company's RegisteredOffice or Head Office or address mentioned below:

M/s MAS Services Ltd.

T - 34 Ilnd Floor

Okhla Industrial Area Phase - II

New Delhi-110020

ACKNOWLEDGEMENTS/ APPRECIATION

Your Directors would like to sincerely express their appreciation for co-operationreceived from the Company's Bankers Indian Bank during the year under review from timeto 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 : August 11 2016 For Shivalik Bimetal Controls Limited

 

Sd/-
Registered Office: S. S. Sandhu
16-18 New Electronics Complex Chairman
Chambaghat Distt. Solan (H. FI) DIN: 00002312
CIN: L27101HP1984PLC005862 302 Kings I Royal Retreat
e-mail: investor@shivalikbimetals.com Charmswood Village Suraj Kund
Faridabad 121009 Haryana India