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Shivalik Bimetal Controls Ltd.

BSE: 513097 Sector: Engineering
NSE: SBCL ISIN Code: INE386D01027
BSE 00:00 | 29 Nov 333.60 -17.50






NSE 00:00 | 29 Nov 334.40 -17.60






OPEN 351.00
VOLUME 13677
52-Week high 412.00
52-Week low 57.30
P/E 30.92
Mkt Cap.(Rs cr) 1,281
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 351.00
CLOSE 351.10
VOLUME 13677
52-Week high 412.00
52-Week low 57.30
P/E 30.92
Mkt Cap.(Rs cr) 1,281
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shivalik Bimetal Controls Ltd. (SBCL) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the 37th AnnualReport of (‘the Company') for the financial year (‘Year') ended SfstMarch 2021


(Rs. in Lakhs)

PARTICULARS FY 2020-21 FY 2019-2020
Revenue from Operations 20372.17 18721.72
Other Income 404.60 440.95
Total Revenue 20776.77 19162.67
Operating Expenditure 16758.41 16647. 10
Profit/(Loss) before Interest Depreciation Tax & Exceptional Items 4018.36 2515.57
Finance Cost 162.87 293.69
Depreciation 589.90 600.62
Profit/ (Loss) before Taxes & Exceptional items 3265.59 1621. 26
Exceptional items (Income)/Expenses - (26.00)
Profit/ (Loss) before Tax 3265.59 1647.26
Tax Expense 850.41 370.91
Profit/ (Loss) after Tax 2415.18 1276.35
Other comprehensive income (8. 50) (20.01)
Total Comprehensive Income for the Period 2406.68 1256.34


Particulars FY 2020-21 FY 2019-20
Book Value per share 36.00 30 . 03


Except as disclosed elsewhere in the Report there have been nomaterial changes and commitments which can affect the financial position of the Companybetween the end of the Financial Year and the date of this Report.


Standalone performance

Your Company's revenue increased to Rs . 20776.77 Lakhs for thecurrent year as against Rs . 19162.67 Lakhs in the previous year recording an increaseof 8.42% .

The Company successfully delivered on the Profitability front with CoreEBIDTA 59.73% at about Rs . 4018.36 Lakhs as against Rs . 2515.57 Lakhs in the previousyear.

Your Company's net profits increased to Rs . 2406.68 Lakhs in thecurrent year as against Rs . 1256.34 Lakhs in the previous year recording an increase of91%

The members are advised to refer the separate section on the ManagementDiscussion and Analysis in this Report for detailed understanding of the operating resultsand business performance



Construction of Unit IV Factory Building completed and erection ofequipment's is in progress and that all equipment's will be ready for trialsruns by end of calendar year 2021


Construction of Factory Building complstsd on adjoining land andinstallation of equipment in the new building is going on . It is expected that the unitwill be fully operational by end of calendar year 2021.


The Annual Report includes the Audited Consolidated FinancialStatements prepared in compliance with the Companies Act 2013 and the applicableAccounting Standards its Joint Venture and Associate Companies . The ConsolidatedFinancial Statements shall be laid before the ensuing 37th Annual GeneralMeeting of the Company along with the laying of the Standalone Financial Statements of theCompany

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 Companiesas on 31st March 2021. The members may refer to the financial statementsforming part of the Annual Report as required under the provisions of Section 129(3) ofthe Companies Act 2013 . The key highlights of these Associate/Joint Venture Companiesare as under:

a) Associate Company

Shivalik Bimetal Engineers Private Limited

This Company recorded a turnover of Rs .126.43 Lakhs for the year ended31st March 2021 (Previous year of Rs . 141. 00 Lakhs) and also recorded aprofit of Rs . 22.05 Lakhs for the year ended 31st March 2021 (Previous yearof Rs 24 43 Lakhs)

b) Joint Venture Companies

i) Innovative Clad Solutions Private Limited

This Company recorded a turnover of Rs . 7311. 61 Lakhs for the yearended 31st March 2021 (Previous year of Rs . 8817 . 62 Lakhs) and recorded aProfit of Rs . 205.24 Lakhs for the year ended 31st March 2021 (Previous yearLoss of Rs 52 36 Lakhs)

ii) Checon Shivalik Contact Solutions Private Limited

This Company recorded a turnover of Rs . 3936.35 Lakhs for the yearended 31st March 2021 (Previous year of Rs . 2803.21 Lakhs) and recorded aprofit of Rs . 241.33 Lakhs for the year ended 31st March 2021 (Previous yearof Rs 129 01 Lakhs)

These financial statements have been prepared in accordance with therecognition and measurement principles of applicable Indian Accounting Standards("Ind AS") notified under the Companies (Indian Accounting Standards) Rules2015 as specified in section 133 of the Companies Act 2013

A statement containing salient features of the financial statements ofthe 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 theCompanies Act 2013 the Annual Report of the Company containing the Standalone and theConsolidated Financial Statements have been placed on the website of the Company i . e .


Based on the Company's performance the Directors have recommendeda final dividend of Rs . 0.30 (i . e @15% of the nominal value of the share) per EquityShare of the face value of Rs . 2/- each for the year ended 31st March 2021.The final dividend on equity shares if approved by the members would entail a cashoutflow of Rs . 115.20 Lakhs .

This is in addition to the Interim Dividend of Rs . 0 .30 (i . e @15%of the nominal value of the share) per equity share of Rs . 2/- each (last year: 15%) inits Board Meeting held on 09th February 2021 and which was paid on 25thFebruary 2021 amounting to Rs 115 20 Lakhs


The total dividend per equity share for year ended 31stMarch 2021 is Rs . 0.60 (i . e @ 30% of the nominal value of the share) and totaldividend payout is Rs . 230.40 Lakhs . The Register of Members and Share Transfer Bookswill remain closed from Thursday 09th day of September 2021 to Wednesday15‘h day of September 2021 (both days inclusive) .


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


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


Mr. Rohit Kapur Independent Director of the Company passed away onSeptember 05 2020. The Board places on record its appreciation for his invaluablecontribution and guidance

Mr. Swarnjit Singh (DIN: 07409567) was appointed as an AdditionalDirector holding the position of Independent Director on the Board of Directors of theCompany with effect from November 11 2020. Mr. Swarnjit Singh (DIN: 07409567) wasappointed as an Additional Director and therefore his term of office expires on the dateof ensuing Annual General Meeting. The Company has received notice under Section 160 ofthe Companies Act 2013 from members proposing the candidature of Mr. Swarnjit Singh (DIN:07409567) for being appointed as Independent Director of the Company. The Board ofDirectors recommend to the Shareholders for his appointment as Director of the Company Aresolution seeking shareholders' approval for his appointment forms part of theNotice .

In accordance with the Provisions of the Companies Act 2013 Mr. S . S. Sandhu (DIN: 00002312) Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment. The Board of Directorsrecommends his re-appointment and a resolution seeking shareholders' approval for hisre-appointment forms part of the Notice

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of the independenceas prescribed both under section 149(6) of the Companies Act 2013 along with the Rulesframed 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 theCompany had no pecuniary relationship or transactions with the Company other than sittingfees for the purpose of attending meetings of the Board/Committee of the Company.


Pursuant to the applicable provisions of the Companies Act 2013 andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the Board hascarried out the Annual Performance Evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Board Committees A structuredquestionnaire was prepared after circulating the drafts forms covering various aspects ofthe Board's functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution effectiveness of Board processes and meetings andperformance of specific duties obligations governance and information and functioningetc

The performance evaluation of the Independent Directors and fulfillmentof their independence criteria as specified in SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and their independence from the management was done by theentire Board excluding the Directors being evaluated The performance evaluation of theChairman Board as a whole and the Non-Independent Directors was carried out by the Boardexcluding the Directors being evaluated The Board of Directors expressed theirsatisfaction with the evaluation process


During the year under review Four (4) Board Meetings and Four (4)Audit Committee Meetings were convened and held the details of aforesaid meetings aregiven in the Corporate Governance Report The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013


The details of Loans Guarantees and Investments under Section 186of 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 RegistrationNo . 021313C) had been appointed as Statutory Auditors of the Company in the 33rdAnnual General Meeting for a period of 5 years subject to ratification by the members atevery Annual General Meeting. Pursuant to the amendment to Section 139 of the Acteffective from 07th May 2018 ratification by members every year for theappointment of the Statutory Auditors is no longer required and accordingly the Notice offorthcoming 37th Annual General Meeting does not include the proposal forseeking member's approval for ratification of Statutory Auditors' appointment .

Auditors Report

There are no qualifications reservations or adverse remarks ordisclaimers made by the M/s Arora Gupta & Co Statutory Auditors in their report.Observations made in the Auditor's Report are self-explanatory and therefore do notcall 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 bythe Central Government under section 148(1) of the Act and accordingly such accounts andrecords are made and maintained As per the requirement of Central Government and pursuantto Section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014 asamended from time to time the Company has been carrying out audit of cost records

Mr Ramawatar Sunar being eligible have consented to act as the CostAuditor of the Company for the financial year 2021-22 . Mr. Ramawatar Sunar has furthercertified that his re-appointment is within the limits as prescribed under Section141(3)(g) of the Act and that he is not disqualified from such re-appointment within themeaning of the said Act The remuneration proposed to be paid to Mr Ramawatar Sunarsubject to ratification by the shareholders of the Company at the ensuing AGM has beenset out in the Notice of ensuing AGM .

The Board of Directors on the recommendation of Audit Committee hasre-appointed Mr. Ramawatar Sunar Cost Accountants (Firm Registration No. 100691) as CostAuditor to audit the cost records of the Company for the financial year 2021-22 . Asrequired under the Act a resolution seeking members' approval for the remunerationpayable to the Cost Auditor forms part of the Notice convening the forthcoming 37thAnnual General Meeting

Secretarial Auditor and Secretarial Standards

The Board has re-appointed M/s R Miglani & Co Company Secretariesto conduct the Secretarial Audit of the Company for the financial year 2021-22 asrequired under Section 204 of the Act and the rules made thereunder. The Secretarial AuditReport for the financial year 2020-21 is annexed herewith as ‘Annexure-B' tothe Board's Report.

The Secretarial Audit Report does not contain any qualificationreservation or adverse remark

During the Year the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India

Reporting of frauds by Auditors

During the financial year 2020-21 the Statutory Auditors SecretarialAuditor and Cost Auditor of the Company pursuant to the provisions of Section 143(12) ofthe Act including rules made thereunder have confirmed that they have not come across anyevent indicating commitment of any fraud by the officers or employees of the Company thusno reporting under the said provision was required


The Company has in place Internal Financial Control systemcommensurate with size and complexity of its operations to ensure proper recording offinancial or operational information compliance of various internal controls otherregulatory

and statutory compliancss . During the year under review nomaterial or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls .

Internal Auditors' comprising of external professional CharteredAccountants firm monitor & evaluate the efficacy of Internal Financial Control systemin the Company its compliance with operating system accounting procedures & policiesat all the locations of the Company. Based on their report of Internal Audit functioncorrective actions in the respective area are undertaken & controls are strengthened .Significant audit observations & corrective action suggested are presented to theAudit Committee


Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Actread with Rule 12(1) of the Companies (Management and Administration) Rules 2014 asamended the Annual Return of the Company is available on the website of the Company athttp://www. shivalikbimetals . com/images/annual_report/doc/0_1728219698_Form_MGT_7_2Q21.pdf


As per the applicable provisions of the SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 a detailed Corporate Governance Report togetherwith the Practicing Company Secretary Certificate on the Compliance of conditions ofCorporate Governance and Management Discussion & Analysis Report forms part of theAnnual Report and annexed as ‘Annexure - C & D' to this Report .

The Corporate Governance Report forming part of this Report also coversthe following:

a) Particulars of the Board Meeting(s) held during the Financial Year2020-21;

b) Policy on Nomination and Remuneration of Directors Key ManagerialPersonnel and Senior Management including inter alia the criteria for the performanceevaluation of Directors;

c) The details with respect to composition of Committees andestablishment of Vigil Mechanism (including Whistle Blower Mechanism/Policy)


All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in its ordinary course of business andon an arms' length basis

During the year the Company has not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions

The Policy on Materiality of Related Party Transactions and on dealingwith Related Party Transactions as approved by the Board may be accessed on the website ofthe Company under the head of investor relation/shivalik corporate policy tab at

There were no materially significant related party transactions whichcould have potential conflict with interest of the Company at large Therefore disclosurein Form AOC-2 is not required Members may refer to Note No 44 to the standalone financialstatements which sets out related party disclosures pursuant to Ind AS


In accordance with the requirements of Section 135 of Act your Companyhas constituted a Corporate Social Responsibility Committee The composition and terms ofreference of the Corporate Social Responsibility Committee are provided in the CorporateGovernance Report .

The Corporate Social Responsibility Committee has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board TheCSR Policy may be accessed on the on the website of the Company under the head of investorrelation/shivalik corporate policy tab at During the yearthe Company has focused on the following areas:

• Promotion of education

• Promotion of sports .

• Rural Dsvslopmsnt

• Health & Hygisns

Ths Company would also undertake other nssd-bassd initiatives incompliance with Schedule VII to the Act. During the Year the Company has spent amount ofRs . 47.98 Lakhs on CSR activities . The financial data pertaining to the Company'sCSR activities for the financial year 2020-21 is annexed in the prescribed format in ‘Annexure-E'to the Board's Report . The Company is undertaking the CSR activities directly aswell as through trust ‘ABS Foundation'.


The Company has obtained credit ratings from CRISIL as at the end ofthe financial year 2020-21 as given below:

Bank Facilities Type Amount (Rs. In Crore) Ratings
Cash Credit ## LT/ST 26 . 00 CRISIL A-/Stable (Reaffirmed)
Letter of credit & Bank Guarantee LT/ST 20 . 00 CRISIL A2+ (Reaffirmed)
Working Capital Facility* LT/ST 25 . 00 CRISIL A-/Stable (Reaffirmed)
Total Facilities 71 . 00 (Rupees Seventy One Crore Only)


^^Interchangeable upto Rs. 20 crore Packing Credit

^Interchangeable to Letter of Credit Packing credit Sub limit CashCredit of Rs. 7.5 crore Bank Guarantee of Rs. 5 crore


The Company has implemented a policy on Prevention Prohibition andRedressal of Sexual Harassment of women at workplace The Company has duly constituted anInternal Complaints Committee pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 . The Company is committed to create asafe and healthy working environment The Company believes that all individuals have theright to be treated with dignity and strives to create a workplace which is free ofgender bias and Sexual Harassment. The Company has a zero tolerance approach to any formof Sexual Harassment The policy has been displayed on the website of the Company under thehead of investor relation/shivalik corporate policy tab at

There were no complaints received during the Financial Year 2020-21.


As required under Section 134 (5) of the Companies Act 2013 based onthe information and representations received from the operating management your Board ofDirectors confirm that:

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

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year ended on 31stMarch 2021;

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 bythe Company and that such internal financial controls are adequate and were operatingeffectively and

f) they have dsvissd proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively .


In accordance with Section 178 of the Companies Act 2013 read with theRules 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 andRemuneration Policy covering the policy on appointment and remuneration of Directors andother matters has been outlined in the Corporate Governance Report which forms part ofthis Report.


The statement containing particulars of employees as required underSection 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms part of this report and givenhereunder. In terms of Section 136(1) of the Companies Act 2013 the same is availablefor inspection in electronic mode 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 ofRs . 1.02 Crores per annum or Rs . 8.50 Lakhs per month (Excluding whole-time Directors-details of whom are given hereunder) as defined under the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

Name of Employee Designation/ Nature of Duties Remuneration (Rs. 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 321 .42 B .A . (Pass) 67 49 01/09/1992 N.A.
2 . Mr. N .S . Ghumman Managing Director 321.70 B .E. (Hons . ) 70 48 18/06/1984 M/s Tradex Gestion SA General of Switzerland


1 . Remuneration shown above includes Salary HRA Medical AllowanceCompany's contribution towards Provident Fund and Monetary value of perquisitescalculated as per rules prescribed under Income Tax Law

Other Disclosure

(i) the ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the financial year 2020-21:

Mr. S . S . Sandhu Chairman & Wholetime Director Median 1:109
Mr. N . S . Ghumman Managing Director Median 1:109

(ii) the percentage increase in remuneration of each director CFOCEO Company Secretary or Manager if any in the financial year 2020-21:

Mr. S . S . Sandhu Chairman Nil
Mr. N . S . Ghumman Managing Director Nil
Mr. Rajeev Ranjan CFO 87.29%
Mrs . Aarti Sahni Company Secretary 13.23%

(iii) the psrcsntags incrsass in the median rsmunsrationof smploysss in ths financial year 2020-21: Median :9.69

(iv) the number of permanent employees on the rolls of Company- 306.

(v) average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration: Average increase in the remuneration of all the employeesexcluding KMP's: 11. 38 % .

• Justification: Increase in salary of KMP's is decided basedon the Company's performance individual performance inflation prevailing Industrytrends and benchmarks .

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

The Company hereby affirms that the remuneration paid is as per theRemuneration 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 inrespect of conservation of energy technology absorption foreign exchange earnings andoutgo are given as under:

(A) Conservation of energy-

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

Shop floor lighting has been changed to LED;

The new building(s) (UNIT-IV and UNIT-I) have been designedkeeping energy conversation in mind all lighting systems are using latest LED technology(low power consumption);

The both buildings have been designed to ample naturalventilation such that artificial cooling is not required their by leading to powersaving;

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

The bulk of the energy use in all operations is fromrenewable sources mainly hydroelectric power.

iii) The capital investment on energy conservation equipment: Nil

(B) Technology Absorption

i) the efforts made towards technology absorption;

Design of custom built machines for automatic inspection ofcomponents;

Automated systems for high speed measurement and dimensionalchecks;

In house development and building of new electron beamwelding machines;

High Speed automatic packing machines for electronic parts .

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

Reduction in internal rejections and external customercomplaints;

Reduction in production lead time;

Improvement of production efficiency;

Development of new products;

Development and validation of new processes and processenhancements .

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

• The details of technology imported - N . A .

• The year of import - N . A.

• Whether the technology been fully absorbed- N . A.

• If not fully absorbed areas where absorption has not takenplace and the reasons thereof: N . A

iv) The expenditure incurred on Research and Development.

• Capital Expenditure : NIL
• Recurring Expenditure : Rs . 76 .41 Lakhs
• Total : Rs . 76 .41 Lakhs
• Total R & D expenditure as a percentage of total turnovers : 0.38 %

(C) Foreign exchange earnings and Outgo

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

i) Earnings in FC Rs . 11744 .34 Lakhs
ii) Expenditure FC Rs . 10100.85 Lakhs
iii) Expenditure in FC (Capex) Rs . 105. 77 Lakhs


There are no significanf/material orders passed by the Regulators orCourts or Tribunals impacting the going concern status of your Company and its operationsin future .


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


Your Directors would like to sincerely express their appreciation forco-operation received from the Company's Bankers during the year under review fromtime to time

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

Your Directors also thank all the Govt. Authorities BusinessAssociates Customers Vendors and the Shareholders and all Stakeholders for theircontinuous support and co-operation to the Company during the year

For Shivalik Bimetal Controls Limited
S. S. Sandhu
Place : New Delhi 302 Kings I Royal Retreat Charmwood
Date : August 12 2021 Village . Suraj Kund Faridabad Haryana-121009 India