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Shivam Autotech Ltd.

BSE: 532776 Sector: Auto
NSE: SHIVAMAUTO ISIN Code: INE637H01024
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VOLUME 12342
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OPEN 24.75
CLOSE 24.40
VOLUME 12342
52-Week high 36.90
52-Week low 15.00
P/E
Mkt Cap.(Rs cr) 255
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shivam Autotech Ltd. (SHIVAMAUTO) - Director Report

Company director report

Dear Members

Your Directors are pleased to present before you the 15th Annual Report onthe business and operations of the Company together with the Audited Financial Statementsof the Company for the financial year ended March 31 2020.

Financial Highlights

The Company's financial performance for the year ended March 31 2020 is summarizedbelow:

Particulars

For the year ended

March 31 2020 March 31 2019
Gross Sales & Other Income 58887.69 63695.15
Profit/(Loss) before Depreciation and Interest 5263.37 8377.70
Depreciation 5381.24 4875.70
Interest 5306.36 4871.76
Profit/(Loss) before Taxation (5424.23) (1369.76)
Provision for Taxation (Deferred & Current) (1710.79) 451.69
Profit/(Loss) after Taxation (3713.44) (1821.45)

State of Company's Affairs and Future Outlook

During the financial year 2019-20 revenue from operations was Rs. 58887.69 lacs ascompared to Rs. 63695.15 lacs in 2018-19 registering a decrease of 7.55%.

The auto sector had already undergone considerable slowdown over the last 12-18 monthsdue to structural changes beginning with the Goods and Services Tax shift to SharedMobility Axle-load reforms the Bharat Stage-IV (BS-IV) to Bharat Stage-VI (BS-VI)transition Liquidity Crunch and so on. Due to unfavorable conditions and strong headwindsfaced by the automobile industry there has been cascading effect on the operations of theCompany. As a result performance of the Company remained sub-optimal as pressure on themargins continued. Before interest depreciation and taxes there is operational profit ofRs. 5263.37 Lacs decline by 37.17% in year 2019-20 over Rs. 8377.70 Lacs in 2018-19.

Further the COVID-19 pandemic has pushed humanity and the global economy into acrisis. In their effort to curb this pandemic the Indian Government like many othershad enforced a national lockdown. While the lockdown may have helped limit the spread ofthe virus it has severely affected the economy disrupting entire value-chains of mostmajor industries in India including the automotive industry.

The COVID-19 lockdown has had a multiplier effect - the auto industry has almost beenat a complete standstill since 24th March 2020.

While the external environment especially in auto sector continues to be challengingthe operational capabilities and technology based manufacturing facilities will help theCompany improve its performance in near future. AutoSector revival and favorablegovernment policies will be essential to propel the operations of the Company.

Further the company is constantly working on new business models and aims to go beyondthe automotive sector.

Global health pandemic from COVID-19

The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID-19) on February 11 2020. The COVID-19 pandemic has impacted most of thecountries including India. The lockdowns and restrictions imposed on various activitieswhile being a necessary measure to contain its spread have posed unprecedented challengesto the business operations of the Companies and has largely affected the economicactivity.

Your Company proactively suspended production at all its manufacturing facilities fromMarch 23 2020 and its operations were hit substantially and the Company was able to getonly very marginal sales at the end of May 2020 due to the shattered supply chains anddeliveries to our customers. Corporate office was also shut but the administrative workof the company was continued through work from home facility to the best possible extentin order to comply with duly applicable legal frameworks.

The Company saw partial resumption at its manufacturing facilities in thenon-containment zones after taking requisite Government permissions from the 2ndweek of May 2020 when lockdown was gradually lifted.

Manufacturing activities have commenced gradually in all of the manufacturingfacilities. However production ramp up will be based on current inventory levels and theCompany's estimate of demand. In the short term it is therefore expected thatmanufacturing activity will be well below the normal. Manning at all facilities is alsowell below allowed norms and may remain so till production requirements go up to normallevels.

Considering the fact that the situation is exceptional and is changing dynamically theCompany is not in a position to gauge with certainty the future impact on its operations.

Nevertheless the Company is confident about adapting to the changing businessenvironment and respond suitably to fulfil the needs of its customers and the Company isquite confident that the demand situation will pick up progressively.

Business Overview

With the state of art manufacturing facilities the Company is functioning successivelyto strengthen its Customer Base. Hero MotoCorp Limited (HMCL) is the major customer. TheSales to other Customers like Bosch Denso Mando INEL Mitsuba Yamaha ZF Hilti VolvoEicher and Maruti etc. has increased compared to last year but not significantly.

By expanding the customer base company is de-risking the dependence on single customer.Four different plants in various parts of the country will enable company to cater itscustomer through PAN India basis.

Transfer to General Reserve

During the year under review the Company has not transferred any amount to GeneralReserves. The closing balance amount of Reserves and Surplus of Rs. 11875.20 (Previousyear Rs. 15267.70 Lacs) will be retained as surplus in the Statement of Profit and Loss.

Shifting of Registered Office

During the Financial year 2019-20 the Registered Office of the Company has beenshifted from NCT of Delhi to State of Haryana vide order dated June 04 2019 of CentralGovernment (Powers delegated to Regional Director). The Board of Directors of the Companyhas approved shifting of Registered Office to Gurugram Haryana at new premises w.e.f.June 11 2019. New CIN - L34300HR2005PLC081531 has been issued by the Ministry ofCorporate Affairs Registrar of Companies NCT of Delhi & Haryana on July 18 2019.

Consolidation of Manufacturing Operations of Manesar Plant

During the year 2020 the Company has closed the manufacturing operations at its plantsituated at Plot No.1 Sector 5 IMT Manesar Gurugram Haryana-122050 and

consolidate the operations by relocating the machinery and transferring the productionto Company's fully integrated plant situated at Plot No. 9 Sector 30A IMT RohtakDistrict Rohtak Haryana-124001.

Further the Company expects an on-going enhancement in its manufacturing margins due tomore efficient production processes and elimination of duplicated overheads and thus thesaid closure of manufacturing facilities does not have any material and adverse effect onoperations and production of the Company thereby providing benefit to the Company andemployees and good for overall system economy ecology and customers.

Dividend

Considering the state of the economy and industry the Board of Directors have notrecommended any dividend for the financial year 2019-20.

The Register of Members and Share Transfer Books shall remain closed from MondaySeptember 21 2020 to Wednesday September 30 2020 (both days inclusive).

Holding Company

The promoters of the Company i.e. Dayanand Munjal Investments Private Limited (DMIPL)hold 74795950 equity shares of Rs. 2/- each which represents 74.80% of the paid upequity capital of the Company.

Your company continues to be a subsidiary company of DMIPL.

Subsidiary Companies Joint Ventures Or Associate Companies

The Company neither has any subsidiaries joint ventures or associate companies nor anycompany have become or ceased to be its subsidiaries joint ventures or associatecompanies during the year under review.

Management Discussion and Analysis report

A detailed discussion on the business performance and future outlook forms part ofManagement Discussion and Analysis Report which is separately attached as Annexure A tothis Board's Report.

Board of Directors

a) Meeting of Board of Directors

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe Financial Year 2019-20 5 meetings of the Board of Directors of the Company were heldon May 27 2019 August 08 2019 November 13 2019 December 28 2019 and February 102020. The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred to as "ListingRegulations"). For details of the meetings of the Board please refer to theCorporate Governance Report which forms part of this Annual Report.

b) Appointment/re-appointment of Directors

Dr. Anil Kumar Gupta (DIN: 02643623) Non-Executive Director of the Company retire byrotation at the ensuing Annual General Meeting and being eligible offer himself forre-appointment. A resolution seeking shareholders' approval for his re-appointment formspart of the Notice.

Based on the recommendation of the Nomination and Remuneration Committee your Companyhas appointed Ms. Jyothi Prasad (DIN: 06947488) as an Additional Director of the Companyin the category of Non-Executive and Independent Director considering her integrityexpertise and experience effective November 13 2019 for a period of five years subject tothe approval of shareholders at the 15th AGM. The notice convening the meetingsets out the details of her appointment.

c) Changes in Directors and Key Managerial Personnel

During the year under review and between the end of the Financial Year and date of thisreport the following are the changes in Directors and Key Managerial Personnel of theCompany:-

i. Dr. Anil Kumar Gupta (DIN: 02643623) has resigned from the designation of Whole TimeDirector w.e.f. August 08 2019 and is appointed as NonExecutive Director of the Companyw.e.f. August 09 2019 and his appointment as Non-Executive Director was approved at the14th Annual General Meeting (AGM) held on September 25 2019.

ii. Mr. Sunil Kant Munjal (DIN: 00003902) and Mr. Bhagwan Dass Narang (DIN: 00826573)were re-appointed as Independent Director(s) at the 14th Annual General Meeting(AGM) held on September 25 2019 for a second term of 5 consecutive years upto theconclusion of the 19th Annual General Meeting to be held in the year 2024.

iii. During the year under review Dr. Vinayshil Gautam (DIN: 00037909) ceased to bethe Director with effect from 14th Annual General Meeting (AGM) held onSeptember 25 2019 upon completion of his term as an Independent Director. The Boardplaced on record its appreciation for his invaluable contribution and guidance during histenure with the Company.

iv. Ms. Jyothi Prasad (DIN: 06947488) is appointed as Additional (Non-Executive andIndependent Director) w.e.f. November 13 2019. The Board recommends the appointment ofMs. Jyothi Prasad as Non-Executive and Independent Director not liable to retire byrotation and to hold office for a first term of 5 consecutive years from November 13 2019to November 12 2024 pursuant to Section 149 and 152 of the Act.

v. During the year under review Retd. Justice Vikramajit Sen (DIN: 00866743)Independent Director of the Company has resigned from the directorship w.e.f November112019.

vi. During the year under review pursuant to the provisions of Section 203 of theCompanies Act 2013 Ms. Shivani Kakkar (Membership No. 25097) has resigned from theposition of the Company Secretary and Compliance Officer of the Company with effect fromJanuary 25 2020. The Board admired her efficiency and dedication towards the Company.Further based on the recommendation of Nomination and Remuneration Committee Ms. SamtaBajaj (Membership No. 50269) has been appointed as the Company Secretary and ComplianceOfficer of the Company by the Board of Directors with effect from February 10 2020.

vii. Pursuant to Section 2(51) and Section 203 of the Companies Act 2013 Mr. DineshKumar Mishra (AGM-Finance) being one level below the directors who is in whole-timeemployment has been appointed as the whole-time Key Managerial Personnel of the Companyby the Board of directors with effect from February 10 2020 based on recommendation fromNomination and Remuneration Committee.

The Company has received notice in writing from Ms. Jyothi Prasad under Section 160 ofthe Companies Act 2013 proposing her own candidature as Director of the Company.

None of the aforesaid Directors are disqualified under Section 164(2) of the CompaniesAct 2013. Further they are not debarred from holding the office of director pursuant toorder of SEBI or any other authority as required under the Circular dated 20thJune 2018 issued by The BSE Limited and The National Stock Exchange of India Limited.

Brief resume and other details of directors who is proposed to beappointed/re-appointed as a Director of your Company have been furnished in theExplanatory Statement to the Notice of the ensuing Annual General Meeting.

The appointment/re-appointments form part of the Notice of the Fifteenth Annual GeneralMeeting and the relevant resolutions are recommended for your approval.

Key Managerial Personnel

Mr. Neeraj Munjal (DIN: 00037792) Managing Director & CEO Mr. Davendra UjlayanChief Financial Officer Mr. Dinesh Kumar Mishra (AGM-Finance) Whole-Time KMP and Ms.Samta Bajaj Company Secretary & Compliance Officer are the Key Managerial Personnelof your Company in accordance with the provisions of Section 2(51) and 203 of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as on March 31 2020.

d) Declaration by Independent Director

The Company has received necessary declaration from all Independent Directors underSection 149 (7) of the Companies Act 2013 that they meet the criteria of Independencelaid down in Section 149(6) of Companies Act 2013 and SEBI Listing Regulations.

In the opinion of the Board Independent Directors fulfil the conditions specified inthe Act Rules made thereunder and SEBI Listing Regulations and are independent of themanagement.

e) Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the Corporate Governancerequirements as prescribed by Securities and Exchange Board of India ("SEBI")under the Listing Regulations the Board is required to carry out an Annual Evaluation ofits own performance Board's committees and Individual Directors.

The performance of the Board as a whole it's Committee(s) and Individual Directorsincluding the Chairman of the Board was evaluated by a questionnaire formulated by theCompany.

The questionnaire was formulated based on the following criteria:

• The Board composition and structure

• Effectiveness of board processes

• Information and functioning

• The composition of committees

• Effectiveness of committee meetings

• The contribution of the individual director to the Board and committee meetings

• Preparedness of directors on the issues to be discussed

• Meaningful and constructive contribution of directors and their inputs inmeetings

As part of the evaluation process the performance of Non-Independent directors theChairman and the Board was conducted by the Independent Directors. The performanceevaluation of the respective Committees and that of Independent and Non-IndependentDirectors was done by the Board excluding the Director being evaluated. The performanceevaluation was found satisfactory.

f) Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Companies Act 2013 and SEBI ListingRegulations a separate meeting of Independent Directors was held on February 10 2020. Ina separate meeting of Independent Directors performance of Non-Independent Directorsperformance of the board as a whole and performance of the Chairman was evaluated takinginto account the views of executive directors and non-executive directors. The same wasdiscussed in the board meeting held prior to the meeting of the independent Directors atwhich the performance of the Board its committees and individual directors was alsodiscussed.

g) Policy on Directors' remuneration and other details

The Company's policy on Directors' remuneration and other matters provided in Section178(3) of the Act has been disclosed in the Corporate Governance Report which forms partof the Board's report.

Statutory Auditors and Auditor's Report

NSBP & Co. Chartered Accountants New Delhi (Firm Registration no. 001075N) wereappointed as the Statutory Auditors of the Company in the 12th AGM held onSeptember 29 2017 for a term of five years as per the provisions of Section 139 of theCompanies Act 2013 read with Companies (Audit and Auditors) Rules 2014 who will holdthe office upto the conclusion of the 17th Annual General Meeting. They havefurnished a certificate confirming that they are not disqualified from continuing asAuditors of the Company.

The Report given by the Auditors NSBP & Co. Chartered Accountants New Delhi onthe financial statements of the Company for the financial year 2019-20 is part of theAnnual Report.

Further with regard to section 134(3)(ca) of the Companies Act 2013 no frauds havebeen reported by the Auditors under section 143(12) of the said Act.

Explanation to Auditors' Remarks

The comments on statement of accounts referred to in the report of the auditors areself-explanatory.

Share Capital

During the year under review the Issued Subscribed and Paid-up Equity Share Capitalas on March 31 2020 was 10 Crores shares of Rs. 2/- each amounting to Rs. 20 Crore.

a) Your Company has not issued shares with differential voting rights nor grantedemployee stock options nor sweat equity. And also the Company has not accepted or repaidany debentures preference share capital and any bond & security during the financialyear and none of the Directors of the Company hold any shares or security of the Company.The Company does not have any Debentures Preferential Shares as on March 31 2020.

b) Your company has not made any provisions of money for purchase of its own shares byemployees or by trustees for the benefit of employees during the year under review.

Deposits

During the year the Company has not accepted any fixed deposit.

Finance

Cash and cash equivalent as at March 31 2020 was Rs. 321.36 lakhs. The Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

Transfer to Investor Education And Protection Fund

During the Financial Year under review your Company has transferred unpaid/ unclaimeddividend amounting to Rs. 527536 for financial Year 2011-12 to the Investor Educationand Protection Fund (IEPF) of the Central Government of India.

Secretarial Auditor and Secretarial Audit & Compliance Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Satyender Kumar & Associates a proprietorship firm of CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2019-20. Secretarial Audit Report in prescribed format MR-3 are annexed as Annexure - D tothis Board's Report.

Further pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08 2019 theCompany has obtained Secretarial Compliance Report from Practising Company Secretaries oncompliance of all applicable SEBI (Listing Obligations and Disclosure requirements)Regulations 2015 and circulars/guidelines issued thereunder and the copy of the same hasbeen submitted with the Stock exchanges within the prescribed due date.

The Board has re-appointed M/s Satyender Kumar & Associates Company Secretary (COPNo. 5189) as the Secretarial Auditor of the Company for the financial year 2020-21. YourCompany had received their written consent that the appointment will be in accordance withthe applicable provisions of the Companies Act 2013 and rules framed thereunder.

Explanation to Secretarial Audit Report

Due to technical and administrative issues there was delay in filling of e-Form IEPF-2(Updation of details of Nodal Officer of the Company and e-Form DIR-12 (Resignation of theCompany Secretary) and delay in intimation of consolidation of shares.

The Company is taking effective steps that all statutory forms are filed within theprescribed time limit.

Audit Committee

The Audit Committee comprises mainly of independent Directors and the composition is asunder:

Mr. Bhagwan Dass Narang - Chairman
Mr. Sunil Kant Munjal - Member
Dr. Anil Kumar Gupta - Member
Ms. Jyothi Prasad1 - Member

The terms of reference of the Audit Committee are wide enough to cover the mattersspecified for the Audit Committee under Listing Regulations as well as Section 177 of theCompanies Act 2013; the detailed terms of reference are as mentioned in the Annexure B tothis Board Report.

During the year under review the Board has accepted all recommendation of AuditCommittee and accordingly no disclosure is required to be made in respect of nonacceptanceof the recommendation of the Audit Committee by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) has been constituted according toSection 178(5) of the Companies Act 2013 and the composition is as under:

Mr. Bhagwan Dass Narang2 - Chairman
Dr. Anil Kumar Gupta3 - Member
Mr. Sunil Kant Munjal - Member

The detailed terms of reference are as mentioned in the Annexure B to this Board'sReport.

Corporate Social Responsibility (CSR) Committee

The Corporate Social Responsibility Committee has been constituted as per theprovisions of Section 135 of the Companies Act 2013 and the composition is as under:

Dr. Anil Kumar Gupta4 - Chairman
Mr. Bhagwan Dass Narang - Member
Mrs. Charu Munjal - Member

The details about the policy indicating the activities to be undertaken by the Companyactivities implemented by the company and the amount spent on CSR activities as per theprovisions of Companies (Corporate Social Responsibility Policy) Rules 2014 is annexedas Annexure - E to this Board's Report.

Business Risk Management

The Company has in place a robust risk management framework that identifies andevaluates business risks and opportunities. The Company recognises that these risks needto be handled effectively and mitigated to protect the interests of the shareholders andstakeholders to achieve business objectives and create sustainable value and growth. TheCompany's risk management processes focus on ensuring that these risks are promptlyidentified and a mitigation action plan is developed and monitored periodically to ensurethat the risks are being addressed accordingly. The Company's risk management frameworkoperates with the following objectives:

• Proactively identify and highlight risks to the right stakeholders

• Facilitate discussions around risk prioritisation and mitigation

• Provide a framework to assess risk capacity and appetite;

• develop systems to warn when the appetite is getting breached

The Board has identified following risks:

Over dependence on few customer base imposition of strict environmental / safety /regulatory regulations intensifying competition declining margins increase in rawmaterial prices economic downturn inappropriate addressing of customer grievances andrisk of natural or manmade disasters.

in order to mitigate these risks the Company has adopted the implementation of therisk management policy focusing on the elements of risks which in the opinion of the Boardmay threaten the existence of the company. We through qualitative products regularimprovement in productivity controls over overhead and labour cost internal audit ofenvironmental safety and regulatory compliance IATF 16949 certification TPMcertification capturing customer complaints and response to them have effective riskmitigating plans.

The Company has constituted a risk management committee the constitution and the termsof reference of the same are mentioned in the Annexure B to this Board's Report.

Disclosure on Establishment of a Vigil Mechanism

The Company has adopted a policy on vigil mechanism for directors and employees toreport their genuine concerns or grievances to the Vigilance and Ethics Officer.

Your Company hereby affirms that no Director/ Employee have been denied access to theChairman of the Audit Committee. The policy is available on the company's websitewww.shivamautotech.com.

Material Changes Affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and on the date of this report.

Your Company was able to raise the short-term/long term funds needed for its workingcapital related requirements & term loans for new capital expenditure at reasonablerates. By efficient management of working capital the Company has been able to reducesome interest cost. The Company continues to focus on judicious management of its workingcapital.

Significant or Material Orders passed by the Regulators

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

Changes in the Nature of Business

There is no change in the nature of the business of the Company during the FinancialYear 2019-20.

Annual Return

The Extract of Annual Return in Form MGT - 9 is enclosed herewith as Annexure-H formspart of this Report.

As required under the provisions of Section 92(3) read with Section 134(3)(a) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 a copy of the relevant extract of Annual Return would be made available underthe 'Notifications' section of the Company's website i.e. www.shivamautotech.com

Particulars of Loan Guarantees and Investments under Section 186 of the Companies Act2013

The Company has neither given any loans/guarantees / provided security nor have anyinvestments been made by the Company under the provision of Section 186 of the CompaniesAct 2013.

Particulars of Contracts or Arrangements with Related Parties

All contracts /arrangements/transactions entered by the Company during the financialyear with the related parties were in the ordinary course of business and on arm's lengthbasis and do not attract the provisions of Section 188 of the Companies Act 2013. Hencerequirement of Form AOC-2 as required under Section 188(1) of the Act is not applicable tothe Company

During the year under review the Company had not entered into any contracts/arrangements/transactions with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.Suitable disclosure as required by the IND AS 24 has been made in the notes to theFinancial Statements.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The Company continues to use the latest technologies for improving the productivity andquality of its products and components. The details of Energy Technology AbsorptionForeign Exchange Earnings and Outgo are attached as Annexure - C to this Board's Report.

Statement in Respect of Adequacy of Internal Financial Control with Reference to theFinancial Statements

The Company believes that Internal Control is one of the key pillars of governancewhich provides freedom to the management within a framework of appropriate checks andbalances. The Company has a robust internal control framework which has been institutedconsidering the nature size and risks in the business.

Your company has adequate internal control for its business processes acrossdepartments to ensure efficient operations compliance with internal policies applicablelaws and regulations. The internal controls are complemented on an on-going basis by anextensive program of internal audits being implemented throughout the year. The internalcontrols are designed to ensure that the financial and other records of the company arereliable for preparing financial statement and other data for maintaining theaccountability of assets in conformity with established accounting principles and that theassets of the company are adequately safe-guarded against any significant misuse or loss.

The Company has robust ERP systems based on SAP platform. This ensures high degree ofsystems-based checks and controls. The systems and processes are continuously improved byadopting best-in-class processes and automation and implementing the latest IT tools.

The Company also has an internal audit system which is conducted by an independent firmof Chartered Accountants. The same has also been verified by the statutory auditors andwho have reported that all the material Internal financial controls exist during thefinancial year 2019-20. An extensive risk based programme of internal audits andmanagement reviews provides assurance to the Board regarding the adequacy and efficacy ofinternal controls. The internal audit plan is also aligned to the business objectives ofthe Company which is reviewed and approved by the Audit Committee. Further the Audit

Committee monitors the adequacy and effectiveness of your Company's internal controlframework.

IATF 16949/ISO 14001/ISO 45001 Accreditation

Your Company's manufacturing facilities are located at Binola Haridwar Kolar andRohtak and we continue to maintain and uphold the prestigious IATF 16949:2016 ISO14001:2015 and ISO 45001:2018 (Occupational Health & Safety Assessment Series)certifications from reputed leading Indian and International Certification Institutions.These certifications help in continuous improvements besides emphasis being laid onprevention of defects reduction of wastes prevention of near misses and to ensuremaximized customer delight.

Listing

Pursuant to Clause C(9)(d) of Schedule V of SEBI (LODR) Regulations 2015 the sharesof your Company are listed at The National Stock Exchange of India Limited and The BSELimited and pursuant to the SEBI Listing Regulations the Annual Listing fees for theyear 2020-21 have been paid to them well before the due date i.e. April 30 2020. TheCompany has also paid the annual custodian fees for the year 2020-21 in respect of Sharesheld in dematerialized mode to National Securities Depository Limited (NSDL) & CentralDepository Services Limited (CDSL).

The Company has complied with the requirements of Corporate Governance as stipulatedunder the SEBI Listing Regulations as applicable.

Corporate Governance

Your Company is committed to follow the highest standards and principles of CorporateGovernance with all integrity and fairness. The Company always places major thrust onmanaging its affairs with diligence transparency responsibility and accountabilitythereby upholding the important dictum that an organisation's corporate governancephilosophy is directly linked to high performance.

A certificate from the Practising Company Secretary regarding the compliance of theconditions of Corporate Governance by the Company stipulated under SEBI ListingRegulations is also attached to this Report.

Separate detailed chapters on Corporate Governance additional Shareholder informationand Management Discussion and Analysis are attached herewith and form part of this Report.Declaration by CEO/CFO that the Board Members and Senior Management Personnel havecomplied with the Code of Conduct for the financial year 2019-20 is annexed with thisreport.

Disclosures for Maintenance of Cost Records

Your company is not covered under subsection (1) of Section 148 of Companies Act 2013for maintenance of Cost records and accordingly such accounts and records are not requiredto be made and maintained.

Prevention of Sexual Harassment Cases

As required under the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with rules made thereunder theCompany has constituted an "Internal Complaints Committee" which is responsiblefor redressal of complaints related to sexual harassment. The necessary disclosure interms of requirements of SEBI Listing Regulations in this regard is given below:

a) Number of complaints filed during the financial year - Nil

b) Number of complaints disposed of during the financial year - N.A.

c) Number of complaints pending as at the end of the financial year - N.A.

Various workshops and awareness Programmes w.r.t. prevention of sexual harassment hasbeen carried out during the FY 2019-20

Directors' Responsibility Statement

Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 as amendedwith respect to the directors' responsibility statement it is hereby confirmed:

(i) That in preparation of annual accounts for the financial year ended March 31 2020the applicable accounting standards have been followed along with proper explanationrelating to the material departures;

(ii) That the directors' of the company have selected such accounting policies andapplied them consistently and made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2020 and of the losses of the Company for the financial year ended March 312020;

(iii) That the directors' of the company have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; and

(iv) That the directors' of the company have prepared the annual accounts on a goingconcern basis.

(v) That the directors in the case of a listed company had laid down internalfinancial controls to be followed by

the company and that such internal financial controls are adequate and were operatingeffectively.

(vi) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Managerial Remuneration

The details required pursuant to Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in Corporate GovernanceReport attached as Annexure - B to this Board's Report.

Particulars of Employees

The information required under Section 197 of the Act read with Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached asAnnexure - F to this Board's Report.

Environment Health & Safety

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

The Company has taken an initiative to preserve environment by indulging in paperrecycling activity. The paper recycling pertains to the processes of reprocessing wastepaper for reuse. Recycling paper preserves trees and forests. Every ton of recycled papersaves about 17 trees. Recycled paper serves as an environmental friendly resource forpaper manufacturers saving costs and energy. The Company has recycled approx. 4370 kgs ofwaste paper till March 31 2020 contributing in saving 75 nos. of trees.

The Company is committed to adhere to the highest standards of health and safety. Itstrives to provide its employees with a safe and healthy workplace. The Company continuousto focus on deploying behaviour based safety programmes and global safety standards acrossits locations. The Company regularly conducts counselling and safety review meetings forthe employees

to appraise and educate them on the adoption of safety measures and avoidance of unsafepractices. Safe operating procedures standards and systems have been laid down at allmanufacturing locations. Prompt medical assistances are provided to its employees.

Human Resource Development

The Company believes that people who feel truly associated with the organisation arethe ones who perform to their peak capability. As a core part of our business strategy itis committed to providing an environment where all of its employees feel enabled and havea sense of belonging. The Company believes in greater diversity within the business willmaximise collective capability allowing leveraging the diversity of thought and betterreflecting and understanding the diverse customer base. This should in turn lead tobetter decision making and higher shareholder value.

The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations. Objective appraisal systems based on key result areas (KRAs) are in place forstaff members.

The Company strives to provide a work environment that attracts develops and retainsthe best talent promotes a values-driven high-performance culture embedding diversityand transformation.

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. The Company's thrust is on the promotion of talent internallythrough job rotation and job enlargement.

Policies

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI Listing Regulations mandatedthe formulation of certain policies for all listed companies. All our corporate governancepolicies are available on our website www.shivamautotech.com.

Following are the policies adopted by the company with their web links:

Policy Web link
Code of Conduct http://www.shivamautotech.com/pdf/Code of Conduct for Board Members and Senior Mangement.pdf
Prohibition of Insider Trading http://www.shivamautotech.com/Uploads/image/157imguf ProhibitionofInsidertrading.pdf
Payment to Non- Executive Directors http://www.shivamautotech.com/pdf/Payment to Non-Executive Directors.pdf
Nomination and Remuneration Policy http://www.shivamautotech.com/Uploads/image/163imguf 15.nrc.pdf
Policy Web link
Board Diversity Policy http://www.shivamautotech.com/pdf/Board Diversity Policy.pdf
Records and Archives Policy http://www.shivamautotech.com/pdf/records and archives policy.pdf
Related Party Transaction Policy http://www.shivamautotech.com/Uploads/image/161imguf 6.rpt.pdf
Anti-Harassment Policy http://www.shivamautotech.com/Uploads/image/162imguf 7.anti.pdf
Corporate Social Responsibility Policy http://www.shivamautotech.com/pdf/CSR POLICY.pdf
Risk Management Policy http://www.shivamautotech.com/pdf/Risk Management Policy.pdf
Whistle Blower Policy http://www.shivamautotech.com/pdf/WhistleBlowerPolicy.pdf
Familiarization Policy http://www.shivamautotech.com/pdf/Familarization Programme for Independent Director.pdf
Policy on Determination and Disclosure of Materiality of Events http://www.shivamautotech.com/pdf/Policy on Determination and Disclosure of Materiality of Events.pdf

Secretarial Standards

During the year under review your Company had complied with all the applicableSecretarial Standards issued by the institute of Company Secretaries of India.

Acknowledgments

Your Company's organisational culture upholds professionalism integrity and continuousimprovement across all functions as well as efficient utilisation of the Company'sresources for sustainable and profitable growth.

The Directors express their appreciation for the sincere co-operation and assistance ofCentral and State Government Authorities Bankers Customers Suppliers and BusinessAssociates. Your Directors also wish to place on record their deep sense of appreciationfor the committed services by your Company's employees. Your Directors acknowledge withgratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board For and on behalf of the Board
Sd/- Sd/-
Neeraj Munjal Charu Munjal
Place: Gurugram Managing Director Whole Time Director
Date: August 312020 DIN:00037792 DIN: 03094545

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