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Shivalik Bimetal Controls Ltd.

BSE: 513097 Sector: Engineering
NSE: N.A. ISIN Code: INE386D01027
BSE 00:00 | 13 Sep 58.05 -1.40






NSE 05:30 | 01 Jan Shivalik Bimetal Controls Ltd
OPEN 60.75
VOLUME 19382
52-Week high 146.70
52-Week low 55.20
P/E 11.04
Mkt Cap.(Rs cr) 223
Buy Price 57.95
Buy Qty 20.00
Sell Price 58.05
Sell Qty 18.00
OPEN 60.75
CLOSE 59.45
VOLUME 19382
52-Week high 146.70
52-Week low 55.20
P/E 11.04
Mkt Cap.(Rs cr) 223
Buy Price 57.95
Buy Qty 20.00
Sell Price 58.05
Sell Qty 18.00

Shivalik Bimetal Controls Ltd. (SHIVALIKBIMETAL) - Director Report

Company director report

To the Members

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


(Rs. in Lakhs)
PARTICULARS FY 2017-18 FY 2016- 17
Revenue from Operations 16167.97 12556.99
Other Income 230.15 207.07
Total Revenue 16398.12 12764.06
Operating Expenditure 13420.66 10658.11
Profit/(Loss)before Interest Depreciation Tax & Exceptional Items 2977.46 2105.95
Finance Cost 331.13 254.25
Depreciation 461.58 453.67
Profit/ (Loss) before Taxes & Exceptional items 2184.75 1398.03
Exceptional items (Income)/Expenses (1.24) 3.24
Profit/ (Loss) before Tax 2185.99 1394.79
Tax Expense 587.30 532.55
Profit/ (Loss) after Tax 1598.69 862.24
Other comprehensive income 0.35 (7.17)
Total Comprehensive Income for the Period 1599.04 855.07
Particulars FY 2017-18 FY 2016-17
Basic EPS 4.16 2.23
Book value per share 22.20 18.55

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


Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015 witheffect from April 1 2017. Financial statements for the year ended March 31 2017 havebeen restated to conform to Ind-AS. Note no. 45 to the Standalone financial statementsprovide further explanation on the transition to Ind AS.


Standalone performance:

The Company recorded encouraging performance for the year. The Company recorded anoverall growth of 29% in operating revenue in FY 2017-18 from Rs. 12556.99 lakhs to Rs.16167.97 lakhs.

The Profit before Tax and Profit after Tax for the year under review amounted to Rs.2185.99 Lakhs and Rs. 1598.69 Lakhs respectively as compared to Rs. 1394.79 Lakhs andRs. 862.24 Lakhs in the previous financial year.

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


The Company was certified under TS 16949 in January 2016 and has now upgraded allrelated systems and procedures to conform to the new guidelines as per the newly releasedTS16949:2016 standard.

The AEC (Automotive Electronics Council) compliant test facility was commissioned aswas reported in the previous issue of this document. This capability has allowed fordevelopment and successful submission of samples for various automotive applications manyof which are in final stages of testing and approval. Commercial orders have already beenreceived from leading automotive customers. The existing stamping facility is now in itsupgradation phase wherein new high speed presses are being installed in place of the oldermechanical presses. This will provide a significant increase in accuracy safety andcapacity. various manual finishing and inspection processes are being automated. This isto achieve higher accuracy and output. Your Directors are happy to inform you that theCompany has succeeded in procuring approx. 2324 of land adjacent to the existingmanufacturing facility. The company plans to commence construction of factory building onthis land by mid-october 2018 and complete the same by July 2019. This land will enableyour Company to add approx. 25000 sft. of additional area offering 3 floors.


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


The Annual Report includes the audited Consolidated Financial Statements prepared incompliance with the Companies Act 2013 and the applicable Accounting Standards its Jointventure and Associate Companies. The Consolidated Financial Statements shall be laidbefore the ensuing 34th Annual General Meeting of the Company along with thelaying of the Standalone Financial Statements of the Company.

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


Your Company has one Associate Company and two Joint venture Companies as on 31stMarch 2018. 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:

a) Associate Company Shivalik Bimetal Engineers Private Limited

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

b) Joint Venture Companies

i) Innovative Clad Solutions Private Limited

This Company recorded a turnover of Rs. 5969.93 Lakhs for the year ended 31stMarch 2018 (Previous year of Rs. 4951.73 Lakhs) and also recorded a profit of Rs. 28.52Lakhs for the year ended 31st March 2018 (Previous year loss of Rs. (481.56)Lakhs).

ii) Checon Shivalik Contact Solutions Private Limited

This Company recorded a turnover of Rs. 2248.67 Lakhs for the year ended 31stMarch 2018 (Previous year of Rs. 2036.48 Lakhs) and also recorded a profit of Rs. 119.86Lakhs for the year ended 31st March 2018 (Previous year of Rs. 81.95 Lakhs).

These financial statements have been prepared in accordance with the recognition andmeasurement principles of applicable Indian Accounting Standards ("Ind AS")notified under the Companies (Indian Accounting Standards) Rules 2015 as specified insection 133 of the Companies Act 2013. Financial statements for the year ended March 312017 have been restated to conform to Ind-AS.

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 financialhave been placed on the website of the Company i.e.


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

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


During the year under review the Company has not transferred any amount to the GeneralReserve.


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


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



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

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


Pursuant to the applicable provisions of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Board has carried outthe Annual Performance Evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Board Committees. A structured questionnairewas prepared 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.


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.


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.


Statutory Auditors

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

Auditors Report

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

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas re-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 2018 is annexed herewith as ‘Annexure-B'to this Report. The Secretarial Audit Report does not contain any qualificationreservation or 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 2017-18 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 2018-19 and they confirmed theireligibility for the said re-appointment.

Cost Auditors

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


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

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

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


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.


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


All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and on an arms' lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. The Policy onMateriality of Related Party Transactions and on dealing with Related Party Transactionsas approved by the Board may be accessed on the Company's website at:

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


The Company has in place a CSR Policy in line with Schedule vII of the Companies 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 programs are run: a)Promote education; b) School Support Program; c) Basic Infrastructure Development projects/Rural Development; d) Ensuring environmental sustainability ecological balanceprotection of flora & fauna animal welfare Agro forestry conservation of naturalresources & maintaining quality of soil air & water; The Annual Report on CSRactivities for the Financial Year 2017-18 is annexed as ‘Annexure - F' to thisReport pursuant to Rule 8 of The Companies (Corporate Social Responsibility) Rules 2014.


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

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


The Company has implemented a policy on Prevention Prohibition and Redressal of 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 2017-18.


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 2018.;

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.


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.


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 Crores perannum or 8.50 Lakhs per month (Excluding whole-time Directors- details of whom are givenhereunder) as defined under the provisions of Section 197 of the Companies Act 2013 readwith Rule 5(2) and 3 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

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


1. Remuneration shown above includes Salary HRA Medical Allowance 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 2017-18:

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

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

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

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

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

(v) average percentile increase already made in the salaries of employees other 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: Averageincrease in the remuneration of all the employees excluding KMP's: 11.90 %.

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:

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


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;

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

All lights changed to LED.

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

Plans to install solar lights surrounding the factory building.

Switching of Monitors during Lunch Break.

iii) The capital investment on energy conservation equipment; Nil

(B) Technology Absorption

i) the efforts made towards technology absorption;

Acquisition of latest technology for plating thickness measurement.

Automation of surface cleaning & OSP process.

Testing and simulation technology upgradation.

Acquisition of high precision measuring equipment for BMS shunts.

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

ii) The benefits derived like product improvement cost reduction product 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 reckoned fromthe beginning of the financial year) - N.A.

The details of technology imported - N.A.

The year of import - N.A.

Whether the technology been fully absorbed- N.A.

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

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

(C) Foreign exchange earnings and Outgo

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

Earnings in Foreign exchange : Rs. 7895.57 Lakhs
Expenditure in Foreign currency : Rs. 7595.17 Lakhs
Expenditure in Foreign currency on Capex : Rs. 142.13 Lakhs


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


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.

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


Form AOC-1

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

Part "B": Associates and Joint Ventures

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

Name of Joint Ventures/ Associates Joint Ventures Associate
Checon Shivalik Contact Solutions Private Limited Innovative Clad Solutions Private Limited Shivalik Bimetal Engineers Private Limited
1. Latest audited Balance Sheet Date 31st March 2018 31st March 2018 31st March 2018
2. Date on which the Associate or Joint Venture was associated or acquired 01/12/2005 04/03/2008 27/02/2008
3. Shares of Associate/Joint Ventures held by the company on the year end
No. 1710900 15120000 222750
Amount of Investment in Associates/Joint venture (` In Lakhs) 221.45 683.42 22.28
Extend of Holding (%) 50% 16.01% 45%
4. Description of how there is significant influence 2(6) 2(6) 2(6)
5. Reason why the associate/joint venture is not consolidated Consolidated Consolidated Consolidated
(Rs. In Lakhs)
6. Net worth attributable to shareholding as per latest audited Balance Sheet 732.90 1850.88 135.97
7. Profit/Loss for the year 118.56 28.08 25.28
Considered in Consolidation 59.28 4.50 11.38
Not Considered in Consolidation 59.28 23.58 13.90