To the Members
Your Directors have pleasure in presenting the 36th Annual Report of Shivalik BimetalControls Limited (the Company') for the financial year (Year') ended 31stMarch 2020
FINANCIAL HIGHLIGHTS (STANDALONE)
(Rs in Lakhs)
|PARTICULARS ||FY 2019-20 ||FY 2018-19 |
|Revenue from Operations ||18721.72 ||19339.15 |
|Other Income ||440.95 ||538 .66 |
|Total Revenue ||19162.67 ||19877.81 |
|Operating Expenditure ||16647. 10 ||15785 .26 |
|Profit/(Loss) before Interest Depreciation Tax & Exceptional Items ||2515.57 ||4092 .55 |
|Finance Cost ||293.69 ||357.73 |
|Depreciation ||600.62 ||484.86 |
|Profit/ (Loss) before Taxes & Exceptional items ||1621. 26 ||3249 .96 |
|Exceptional items (Income)/Expenses ||(26.00) ||- |
|Profit/ (Loss) before Tax ||1647.26 ||3249 .96 |
|Tax Expense ||370.91 ||942.07 |
|Profit/ (Loss) after Tax ||1276.35 ||2307.89 |
|Other comprehensive income ||(20.01) ||(2.75) |
|Total Comprehensive Income for the Period ||1256.34 ||2305.14 |
|PER SHARE DATA || || |
|Particulars ||FY 2019-20 ||FY 2018-19 |
|Book Value per share ||30.03 ||27 . 48 |
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.
The Company recorded operating revenue in FY 2019-20 of Rs 19162.67 Lakhs .
The Profit before Tax and Profit after Tax for the year under review amounted to Rs1647.26 Lakhs and Rs 1256.34 Lakhs .
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 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 36th Annual General Meeting of the Company along with the laying of theStandalone Financial Statements of the Company
Additional details regarding performance of the Associate Company & Joint VentureCompanies have been mentioned in the succeeding paragraphs
PERFORMANCE OF THE ASSOCIATE /JOINT VENTURE COMPANIES
Your Company has one Associate Company and two Joint Venture Companies as on 31stMarch 2020. 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 141. 00 Lakhs for the year ended 31st March2020 (Previous year of Rs 179.85 Lakhs) and also recorded a profit of Rs 24.43 Lakhs forthe year ended 31st March 2020 (Previous year of Rs 47.45 Lakhs).
b) Joint Venture Companies
i) Innovative Clad Solutions Private Limited
This Company recorded a turnover of Rs 8817.62 Lakhs for the year ended 31st March2020 (Previous year of Rs 8527.72 Lakhs) and also recorded a Loss of Rs 52.36 Lakhs forthe year ended 31st March 2020 (Previous year profit of Rs 354.21 Lakhs).
ii) Checon Shivalik Contact Solutions Private Limited
This Company recorded a turnover of Rs 2803.21 Lakhs for the year ended 31st March2020 (Previous year of Rs 2662.70 Lakhs) and also recorded a profit of Rs 129.00 Lakhsfor the year ended 31st March 2020 (Previous year of Rs 236.13 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 .
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' tothis 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 have been placed on the website of the Company i . e .www.shivolikbimetols.com.
Based on the Company's performance the Directors had declared the interim dividend ofRs 0 . 30 (i . e @15% of the nominal value of the share) per equity share of Rs 2/- each(last year: 15%) in its Board Meeting held on 11th February 2020 and which was paid on26th February 2020 amounting to Rs 138 .89 Lakhs (including corporate dividend tax) . TheBoard has not considered any further dividend for the year
The Register of Members and Share Transfer Books will remain closed from Wednesday23rd September 2020 to Tuesday 29th September 2020 (both days inclusive)
TRANSFER TO RESERVE
The Company proposes to retain the entire amount of profits in the Statement of Profitand Loss
During the year under review your Company has not invited or accepted any depositsfrom public/shareholders under Section 73 and 74 of the Companies Act 2013
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Provisions of the Companies Act 2013 Mrs . Harpreet Kaur (DIN:07012657) Director retires by rotation at the forthcoming Annual General Meeting andbeing eligible offers herself for re-appointment. The Board of Directors recommends herre-appointment and a resolution seeking shareholders' approval for her re-appointmentforms part of the Notice
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 hadre-appointed as Managing Director of the Company for a period of five years w. e . f. 1stApril 2021 at a remuneration perquisites and other terms and conditions as approved bythe Board in its meeting held on 01st September 2020.
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 along with the Rules framed thereunder and underRegulation 16 (1)(b) read with Regulation 25(8) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 . During the year under review thenon-executive directors of the Company had no pecuniary relationship or transactions withthe Company other than sitting fees for the purpose of attending meetings of theBoard/Committee of the Company.
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 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 effectiveness of Board processes and meetings and performance ofspecific duties obligations governance and information and functioning etc
The performance evaluation of the Independent Directors and fulfillment of theirindependence 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
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
During the year under review Four (4) Board Meetings and Four (4) 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 areprovided in the notes to Financial Statements .
M/s . Arora Gupta & Co . Chartered Accountants (Firm Registration No. 021313C)had been appointed as Statutory Auditors of the Company in the 33rd Annual General Meetingfor a period of 5 years subject to ratification by the members at every annual generalmeeting. Pursuant to the amendment to Section 139 of the Act effective from 07th May2018 ratification by members every year for the appointment of the Statutory Auditors isno longer required and accordingly the Notice of forthcoming 36th Annual General Meetingdoes not include the proposal for seeking member's approval for ratification of StatutoryAuditors' appointment
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 .
The Company is required to maintain the cost records as specified by the CentralGovernment under section 148(1) of the Act and accordingly such accounts and records aremade and maintained As per the requirement of Central Government and pursuant to Section148 of the Act read with the Companies (Audit and Auditors) Rules 2014 as amended fromtime to time the Company has been carrying out audit of cost records
The Board of Directors on the recommendation of Audit Committee has re-appointed MrRamawatar Sunar Cost Accountants (Firm Registration No. 100691) as Cost Auditor to auditthe cost records of the Company for the financial year 2020-21 As required under the Acta resolution seeking members' approval for the remuneration payable to the Cost Auditorforms part of the Notice convening the forthcoming 36th Annual General Meeting
Secretarial Auditor and Secretarial Standards
The Board has re-appointed M/s R Miglani & Co . Company Secretaries to conductthe Secretarial Audit of the Company for the financial year 2020-21 as required underSection 204 of the Act and the rules made thereunder . The Secretarial Audit Report forthe financial year 2019-20 is annexed herewith as Annexure-B' to the Board's Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
During the Year the Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India .
Reporting of frauds by Auditors
During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported to the Audit Committee under Section 143(12) of the CompaniesAct 2013 any instances of fraud committed against the Company by its officers oremployees the details of which would need to be reported in the Board's Report .
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has in place Internal Financial Control system commensurate with size andcomplexity of its operations to ensure proper recording of financial or operationalinformation compliance of various internal controls other regulatory and statutorycompliances During the year under review no material or serious observation has beenreceived from the Internal Auditors of the Company for inefficiency or inadequacy of suchcontrols
Internal Auditors' comprising of external professional Chartered Accountants firmmonitor & evaluate the efficacy of Internal Financial Control system in the Companyits compliance with operating system accounting procedures & policies at all thelocations of the Company Based on their report of Internal Audit function correctiveactions in the respective area are undertaken & controls are strengthened Significantaudit observations & corrective action suggested are presented to the Audit Committee
EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT-9 as required under Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is appended as an Annexure - C' to this Annual Report and also available on thewebsite of the Company at http://www. shivalikbimetals . com/images/news/228817195_SBCL_Annual_Report_Extract . pdf.
CORPORATE GOVERNANCE REPORT INCLUDING MANAGEMENT AND DISCUSSION ANALYSIS REPORT
As per the applicable provisions of the SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 a detailed Corporate Governance Report together with thePracticing Company Secretary Certificate on the compliance of conditions of CorporateGovernance and Management Discussion & Analysis Report forms part of the Annual Reportand 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 2019-20
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)
PARTICULARS OF CONTRACTS /ARRANGEMENTS WITH RELATED PARTIES
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 on Materiality of Related Party Transactions and on dealing with RelatedParty Transactions as approved by the Board may be accessed on the Company's website at:http://www. shivalikbimetals . com/images/pdf/pdf-feb-2020/RF.LATF.D-PARTY-TRANSACTION-POLICY. pdf.
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 No 45 to the standalone financialstatements which sets out related party disclosures pursuant to Ind AS
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of Act your Company has constituteda Corporate Social Responsibility Committee . The composition and terms of reference ofthe Corporate Social Responsibility Committee are provided in the Corporate GovernanceReport
The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board . The CSR Policy may beaccessed on the Company's website at the link http://www. shivalikbimetals . com/images/pdf/sbcl-csr-policy. pdf. During the year the Company has focused on the followingareas:
Promotion of education
Promotion of sports .
Preventive health care and Sanitation
The Company would also undertake other need-based initiatives in compliance withSchedule VII to the Act. During the Year the Company has spent amount of Rs 47.37 Lakhson CSR activities . The financial data pertaining to the Company's CSR activities for thefinancial year 2019-20 is annexed in the prescribed format in Annexure-F' to theBoard's Report. The Company is undertaking the CSR activities directly as well as throughtrust ABS Foundation'.
The Company has obtained credit ratings from CRISIL as at the end of the financial year2019-20 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 Cash Credit of Rs 7.5crore Bank Guarantee of Rs 5 crore
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 has duly constituted an Internal ComplaintsCommittee pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 . The Company is committed to create a safe and healthy workingenvironment The Company believes that all individuals have the right to be treated withdignity and strives to create a workplace which is free of gender bias and SexualHarassment. The Company has a zero tolerance approach to any form of Sexual Harassment.The policy has been displayed on the Company's website at http://www. shivalikbimetals .com/images/pdf/pdf-feb-2020/Shivalik-Prevention-of-Sexual . pdf
There were no complaints received during the Financial Year 2019-20
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134 (5) of the Companies Act 2013 based on the informationand representations received from the operating management your Board of Directorsconfirm that:
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 madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the year ended on 31st March 2020;
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 and
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 covering thepolicy on appointment and remuneration of Directors and other matters has been outlined inthe 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 available for inspection inelectronic mode Copies of this statement may be obtained by the members in writing to theCompany Secretary of your Company
Further the Company has no person in its employment drawing salary of Rs 1. 02 Croresper annum or Rs 8.50 Lakhs 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 Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014
|Sr. No. ||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 ||321.76 ||B . A . (Pass) ||66 ||48 ||01/09/1992 ||N .A . |
|2 . ||Mr. N . S . Ghumman ||Managing Director ||322.17 ||B .E . (Hons. ) ||69 ||47 ||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
(i) the ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2019-20:
|Mr. S . S . Sandhu ||Chairman & Wholetime Director ||Median 1:114 |
|Mr. N . S . Ghumman ||Managing Director ||Median 1:114 |
(ii) the percentage increase in remuneration of each director CFO CEO CompanySecretary or Manager if any in the financial year 2019-20:
|Mr. S . S . Sandhu ||Chairman ||33 .69% |
|Mr. N . S . Ghumman ||Managing Director ||33 . 72% |
|Mr. Rajeev Ranjan ||CFO ||46 .53% |
|Mrs . Aarti Jassal ||Company Secretary ||12 . 80% |
(iii) the percentage increase in the median remuneration of employees in the financialyear 2019-20: Median : 9.39
(iv) the number of permanent employees on the rolls of Company- 312 .
(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: 10.04 % .
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
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;
For reducing paper consumption internal communications / data sharing madecompulsory within the organization through emails . Using back side of printed papers .Active development of ERP (Enterprise Resource Planning) is in its final stages of fulllaunch (Company-wide) This will also lead to reduction in paper work and duplication ofdocumentation
Remaining main shop floor lighting has been changed to LED .
Dehumidification systems for storage facilities have been installed leading toreduced re-work.
ii) The steps taken by the Company for utilizing alternate sources of energy;
Switching off of Monitors during Lunch Break .
iii) The capital investment on energy conservation equipment; Nil
(B) Technology Absorption
i) the efforts made towards technology absorption;
Acquisition of latest technology for plating thickness measurement .
Automation of surface cleaning & OSP process as per latest VDA standards .
Testing and simulation technology up gradation with inclusion of latest industrytest standards .
Acquisition of automated inspection equipment for automotive applications .
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 thereasons thereof: N .A
iv) The expenditure incurred on Research and Development.
| Capital Expenditure ||: NIL |
| Recurring Expenditure ||: Rs 82 .58 Lakhs |
| Total ||: Rs 82.58 Lakhs |
Total R & D expenditure as a percentage of total turnovers : 0 . 44 %
(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
|i) Earnings in FC ||' 10458.19 Lakhs |
|ii) Expenditure in FC ||' 7637.34 Lakhs |
|iii) Expenditure in FC (Capex) ||' 185 .05 Lakhs |
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.
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 |
| ||Sd/- |
|Place : New Delhi ||S. S. Sandhu |
|Date : September 01 2020 ||Chairman |
| ||DIN: 00002312 |
| ||302 Kings I Royal Retreat Charmwood VillageSuraj Kund Faridabad Haryana 121 009 India |
|Registered Office: || |
|16-18 New Electronics Complex Chambaghat Distt . Solan Himachal Pradesh - 173 213 || |
|CIN: L27101HP1984PLC005862 || |
|E-mail: investor@shivalikbimetals . com || |