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Directors Report of Shivalik Bimetal Controls Ltd.

Mar 31, 2016

Dear Members,

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

FINANCIAL RESULTS:

(Rs. in Lacs)

PARTICULARS

Consolidated

Standalone

FY 2015-16

FY 2015-16

FY 2014-15

Sales & Other income

11,640.42

10,654.91

10,162.22

Exceptional Items- Expenses

20.16

20.19

103.91

Profit before Finance Cost, Depreciation and Tax

1,444.12

1,408.62

1,479.92

Finance Costs

442.72

389.90

319.84

Depreciation

431.22

368.77

317.05

Profit before Tax

570.18

649.95

843.03

Less: Tax Expenses

237.59

238.51

348.84

Profit for the Year

332.59

411.44

494.19

Balance brought forward from Previous Year

2,211.75

3,365.97

2,971.78

Profit available for Appropriation

2,544.34

3,777.41

3,465.97

Appropriations:

General Reserve

100.00

100

100.00

Adjustment due to change in holding of Joint Venture during the year.

(86.64)

-

-

Balance carried to Balance Sheet

2,530.98

3,677.41

3,365.97

PER SHARE DATA

PARTICULARS

Consolidated

Standalone

FY 2015-16

FY 2015-16

FY 2014-15

Basic EPS

1.73

2.14

2.57

Book Value per share

28.52

33.85

31.70

COMPANY''S PERFORMANCE

Consolidated performance: The consolidated ''Sales and other income'' of your company along with its JV''s and Associates is Rs. 11,640.42 lacs during the Financial Year 2015-16. The Consolidated Profit before exceptional & extraordinary items and tax for the F Y 2015-16 is Rs. 590.34 lacs.

Standalone performance: Your Company has achieved ''Sales and other income'' of Rs. 10,654.91 lacs during the Financial Year 2015-16 as compared to Rs. 10,162.22 lacs of the previous Financial Year 2014-15, thereby showing a growth of 4.85%.

Profit before exceptional & extraordinary items and tax for the Financial Year 2015-16 is Rs. 670.14 lacs against Rs. 946.94 lacs of previous year. The company has reported a net profit of Rs. 411.44 lacs against Rs. 494.19 lacs of previous year. Your Directors are confident of improved performance by the Company during financial year 2016-17.

DIVIDEND

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

TRANSFER TO RESERVE

The company has transferred a sum of Rs. 100.00 Lacs in the General Reserve out of the amount available for appropriations and an amount of Rs 3,677.41 lacs has been retained in the Profit & Loss Account.

LISTING AGREEMENT

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

EXPORTS

Standalone: Your Company exported goods to the tune of Rs. 4,062.40 lacs as against Rs. 3,999.17 lacs during previous financial year, despite general economic recession worldwide. The Company has been able to sustain exports turnover in spite of recession in countries like Brazill which has been a strong market for your company in the past many years.

EXPANSION

Your company has been continuously working for the development of Bimetal/ Trimetals for use in Automobile / SMD''s since last couple of years. The Company has attained TS1949 certification which qualifies it to enter as Tier 1 suppliers to Automotive Giants. Your directors are pleased to inform that your company has taken a major step towards the development of these resistors and commercialization of such products with some of the reputed customers is at advanced stage. Your company expects a good growth in this new product portfolio.

JOINT VENTURE & ASSOCIATES

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

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

The Investment of your Company in Innovative Clad Solutions Private Ltd. (ICS-a joint venture company) as on 31.03.2016 continues to be Rs. 1,512.00 Lacs (previous year Rs. 1,512.00 Lacs).

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

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

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

AWARDS, RECOGNITIONS AND CERTIFICATIONS

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

PUBLIC DEPOSITS

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

DIRECTORS

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

Subject to the approval of the Members in the forthcoming Annual General Meeting, and pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification or re- enactment(s) thereof, for the being in force), Mr. N. S. Ghumman was re-appointed as Managing Director of the Company for a period of five years w.e.f. 1st April, 2016 at a remuneration, perquisites and other terms and conditions, as approved by the Board in its meeting held on 9th February, 2016.

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

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

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

- Board dynamics and relationships

- Information flows

- Decision Making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and committees effectiveness

- Peer evaluation

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

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year, five (5) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors u/s 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements.

AUDITORS

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

AUDITORS'' REPORT

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

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s R Miglani & Co., Company Secretaries, New Delhi, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report in form MR-3 for the financial year ended March 31, 2016 is annexed herewith as ''Annexure-D'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDIT

Pursuant to the Section 138 of the Companies Act, 2013, the Companies (Accounts) Rules, 2014 and other applicable provisions M/s. AMR & Co., Chartered Accountants, (Firm Registration No. 015422N) were appointed as Internal Auditors of the company for the FY. 2015-16.

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

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

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as ''Annexure-C'' to this Report.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in ''Annexure B'' in Form AOC-2 and the same forms part of this report.

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

CORPORATE SOCIAL RESPONSIBILITY

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

RISK MANAGEMENT

Your Company had constituted a Risk Management Committee to oversee the risk management efforts in the Company. During the period under review, the Board in its meeting held on 9th February, 2016, dissolved the Risk Management Committee and transfer of its functions to Audit Committee. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report, which forms part of this report.

CREDIT RATING

M/s Credit Analysis & Research Ltd. (CARE) has Re-affirmed the credit ratings assigned to the Bank facilities of the Company, which is as under :-

Facilities

Rating

Long Term Bank Facilities

CARE BBB (Triple B)

Short Term Bank Facilities

CARE A 3 (A Three Plus)

Long Term/ Short Term Bank Facilities

CARE BBB/ CARE A 3 (Triple B/ A Three Plus)


DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace. The Company is committed to create a safe and healthy working environment. The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace, which is free of gender bias and Sexual Harassment. The Company has a zero tolerance approach to any form of Sexual Harassment. The policy has been displayed on the Company''s website.

There were no complaints received during the Financial Year 2015-16.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, based on the information and representations received from the operating management, your Board of Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on 31st March, 2016.;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 by the Company and that such internal financial controls are adequate and were operating effectively;

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

GENERAL SHAREHOLDER INFORMATION

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

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

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

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

NOMINATION AND REMUNERATION & BOARD DIVERSITY POLICY

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

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 of the Companies Act, 2013 read with the Rules issued there under, erstwhile Clause 49 of the Listing Agreement and which is now substituted with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company has formulated the Nomination and Remuneration & Board Diversity Policy. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters has been outlined in the 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) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and given hereunder. In terms of Section 136(1) of the Companies Act, 2013, the same is open for inspection at the Registered Office of your Company. Copies of this statement may be obtained by the members in writing to the Company Secretary of your Company.

Further, the Company has no person in its employment drawing salary of Rs. 60 lacs per annum or Rs. 5.00 lacs per month (Excluding whole-time Directors- details of whom are given hereunder) as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr.

No.

Name of Employee

Designation/ Nature of Duties

Remuneration (Rs. in lacs)

Qualification

Age (years)

Experience (No. of years)

Date of Commencement of employment

Particulars of previous employment

1

2

3

4

5

6

7

8

9

1.

Mr. S.S. Sandhu

Chairman

82.34

B.A. (Pass)

62

44

01/09/1992

N.A.

2.

Mr. N.S. Ghumman

Managing

Director

81.26

B.E. (Hons.)

65

43

18/06/1984

M/s Tradex Gestion SA General of Switzerland

3.

Mr. D.J.S. Sandhu (Resigned w.e.f. 20th August, 2015)

Deputy

Managing

Director

26.85

B.Sc. (Hons.)

58

38

04/04/1996

N.A.

Notes:

1. Remuneration shown above includes Salary, HRA, Medical Allowance, Company''s contribution towards Provident Fund and Monetary value of perquisites calculated as per rules prescribed under Income Tax Law.

Other Disclosure:-

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2015-16:

S.S.Sandhu

Chairman

Median 1:43

N.S.Ghumman

Managing Director

Median 1:42

D.J.S.Sandhu

Dy Managing Director

Median 1:36

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

S.S.Sandhu

Chairman

Nil

N.S.Ghumman

Managing Director

Nil

D.J.S.Sandhu

Dy Managing Director

Nil

Mukesh Kr Verma

CFO

10.43%

Ram Parvesh

Company Secretary

22.47%

(iii) The percentage increase in the median remuneration of employees in the financial year 2015-16 :

Median 11.42 %

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

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

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

Justification: Increase in salary of KMP''s is decided based on the company''s performance, individual performance, inflation, prevailing Industry trends and benchmarks.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company.

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

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 Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are given as under:

(A) Conservation of energy-

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

- Energy conservation continues to be area of emphasis and is regularly monitored in each manufacturing unit of the company.

- Recycling of process water to conserve natural resources.

- Installation of Fume extractors on the roof.

- Rain water harvesting.

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

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

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

(B) Technology absorption-

(i) The efforts made towards technology absorption;

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

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

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

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

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

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

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

(iv) The expenditure incurred on Research and Development.

Rs. 17.62 lacs.

(C) Foreign exchange earnings and Outgo

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

Earnings in Foreign exchange Rs. 4,011.23 Lacs

Expenditure in Foreign currency Rs. 4,447.95 Lacs

Expenditure in Foreign currency on Capex Rs. 30.72 Lacs

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

MATERIAL CHANGES AND COMMITMENTS

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

REQUEST TO THE MEMBERS

Your Directors invite the attention of all Members to note that pursuant to changes in applicable laws and regulations, in order to receive and participate in all corporate actions of the company, you are requested to: -

- Inform the Company / our registrar / Depository Participants, if not already done earlier, for updating details of your Permanent Account Number (PAN). The Securities and Exchange Board of India (SEBI) has mandated the submission of PAN by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company / Registrar.

- Transferee(s) to furnish copy of their PAN Card to the Company / RTA''s for registration of transfer of shares, for securities market transactions and off-market / private transactions involving transfer of shares in physical form.

- Inform your Depository Participant to reactivate your account for credit actions. Frozen Demat accounts may lead to non-credit / delayed credit of securities allotted to your account.

- Update your address with Registrar / Depository Participants to ensure timely receipt of shareholder communication. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandate to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change of address immediately to the Company / Registrar and Share Transfer Agents, M/s MAS Services Limited.

- Investors are requested to kindly note that any dividend warrant which remains un-encashed for a period of seven years will be transferred to ''Investor Education and Protection Fund'' in terms of section 125 of the Companies Act, 2013. Shareholders who have not en-cashed their dividend warrants may kindly contact the Company and lodge their warrants for revalidation. The schedule of transfer of unclaimed / unpaid dividend to the ''Investor Education and Protection Fund'' is given in the Corporate Governance Report forming part of this Annual Report.

- The Ministry of Corporate Affairs has taken a ''Green Initiative in the Corporate Governance'' by allowing paperless Compliances by the Companies and has issued circular stating that service of notice / documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members are requested to provide / update their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants or send an e-mail at info@masserv.com or investor® shivalikbimetals.com to get the Annual Report and other documents on such e-mail address. Members holding shares in physical form are also requested to intimate their e-mail address to MAS Services Limited either by e-mail at info@masserv.com or investor@shivalikbimetals.com or by sending a communication at the Company''s Registered Office or Head Office or address mentioned below:

M/s MAS Services Ltd.

T - 34, IInd Floor,

Okhla Industrial Area, Phase - II,

New Delhi-110020

ACKNOWLEDGEMENTS/ APPRECIATION

Your Directors would like to sincerely express their appreciation for co-operation received from the Company''s Bankers, Indian Bank, during the year under review, from time to time.

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

Your Directors also thank all the Govt. authorities, business associates, customers, vendors and the shareholders and all stakeholders for their continuous support and co-operation to the Company during the year.

Place : New Delhi By order of the Board

Date : August 11, 2016 For Shivalik Bimetal Controls Limited

Sd/-

Registered Office: S. S. Sandhu

16-18, New Electronics Complex, Chairman

Chambaghat, Distt. Solan (H. P) DIN: 00002312

CIN: L27101HP1984PLC005862 302, Kings I, Royal Retreat,

e-mail: investor@shivalikbimetals.com Charmswood Village, Suraj Kund,

Faridabad, 121009, Haryana, India


Mar 31, 2014

Dear Members,

We are delighted to present the 30th Annual Report of the company, along with Audited Accounts for the financial ye ended 31st March, 2014.

FINANCIAL RESULTS:

YEAR 2013-14 YEAR 2012-13 (Rs in Lacs) (Rs in Lacs)

Sales & Other income 8648.79 8405.74

Exceptional (Expense)/Income (58.91) 50.54 (Net of Expenses)

Profit before Finance Cost, 945.98 778.48 Depreciation and Tax

Finance Costs 297.60 360.95

Depreciation 234.98 233.85

Profit before Tax 413.40 183.68

Less: Tax Expenses 60.48 65.05

Profit for the Year 352.92 118.63

Balance brought forward from Previous Year 2718.86 2600.23

Profit available for Appropriation 3071.78 2718.86

Appropriations:

General Reserve 100.00 -

Balance carried to Balance Sheet 2971.78 2718.86

COMPANY''S PERFORMANCE IN FY 2013-14

Your Company has achieved Sales and other income of Rs.8648.79 Lacs during the FY 2013-14 as compared to Rs.8405.74 Lacs in aggregate during the FY 2012-13, thus registering an increase of 2.89% over the previous year.

Due to change in technology world over, from Cathode Ray Tube (CRT) to Plasma/LED in the TV Market, there has occurred a complete erosion in the sales of CRT parts during the recent years. The GRAPH here below exhibits that CRT parts'' sales constituted almost 29.03% of total revenue of the Company in the year 2010-11 as against the same constituting only 0.5% of the total sales during the current year i.e., 2013-14.

It would be significant to note that the Company has achieved the increased volume of turnover even after the almost complete erosion in the sales of CRT parts. A stiff challenge faced by the Company has been turned into a spread of opportunities. The Company has been making good progress in the strategic initiatives to drive its growth in the core business activity i.e. Bimetal/Trimetal manufacturing.

DIVIDEND AND TRANSFER TO RESERVE

Keeping in view the aggressive growth strategy of the company, the Board of Directors of your company have decided to plough back the profits and thus, not recommended any dividend for the financial year under review.

The Company proposes to transfer Rs.100.00 Lacs in the General Reserve out of the amount available for appropriations and an amount of Rs.2971.78 Lacs is proposed to be retained in the Profit & Loss Account.

EXPORTS

Your Directors are happy to report that the Company''s Exports have increased from Rs.3,132.40 Lakhs during 2012-13 to Rs.3,319 lakhs during the year, 2013-14, accounting for an increase in Exports by 5.96% over the previous year. This increase, though small, acquires the status of a noticeable mark especially when the world market continues to be under the shadow of recession.

Your Directors are happy to place on record that now your company is a recognized Star Export House and are hopeful that the company shall continue to increase its share in overseas market in the coming years.

EXPANSION

With the disappearance of CRT Parts'' business, UNIT II stands disbanded. Your Directors took initiative to utilize the space vacated by removal of UNIT II Machinery by endeavoring to relocate the setting up of Unit IV of the Company, therein.

Accordingly, UNIT IV is being set up within the existing factory premises (after carrying out necessary modifications/ alterations) located at 16-18, New Electronics Complex, Chambaghat, Distt. Solan, HP The necessary permissions, approvals and registrations have been obtained in this regard. Now, the Unit IV expansion program is slated to be completed by end September 2014 by which date it would be fully functional.

RIGHTS ISSUE

With the reduction in the estimates of aggregate CAPEX, for setting up Unit IV, resulting from utilization of existing factory premises of the Company for the said purpose, the need for corresponding resource mobilization also got reduced. Accordingly it was decided not to go ahead with the stated Rights Issue.

JOINT VENTURE & ASSOCIATES

There has been no material change in the nature of the business of the Companies wherein your Company has a Joint Venture and/or is associated with.

The Investment of your Company in Checon Shivalik Contact Solutions Private Limited (CSCS) as on 31.03.14 stands at Rs.198.95 Lacs (previous year Rs.118.95 Lacs).The company has further infused a sum of Rs.22.50 lacs as equity during current financial year, after the balance sheet date. CSCS has enhanced its capability and capacity by using the latest technological processes to manufacture vide range of electrical contacts for varied application by its customers.

The Investment of your Company in Innovative Clad Solutions Private Ltd. (ICS) as on 31.03.2014 continues to be Rs.1512.00 Lacs (previous year Rs.1512.00 Lacs). After having achieved stabilization of manufacturing operations & processes , ICS has readied itself , more than ever before for enhanced business activities with vide range of products and the market, both domestic and the overseas with 100% Leadership from the Partner- in-charge, namely Aperam Alloys Imphy, France.

The operations of Shivalik Bimetal Engineers Pvt. Ltd. (SBEPL), which is engaged in the business of manufacturing Dies and Tools, are fully operational. The Investment of your Company in SBEPL as on 31.03.2014, stands at Rs.22.28 Lacs (previous year Rs.22.28 Lacs).

PUBLIC DEPOSITS

During the year under review, your Company did not accept any public deposits from the public under section 58A of the Companies Act, 1956.

"NIRBHAYA"

In accordance with provisions as contained in "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work places, your Company has in place a "Nirbhaya " Policy , duly approved by the Board of Directors.

An Internal Complaints Committee has been constituted in accordance with the above policy, which provides a forum to all female personnel to lodge complaints (if any) therewith for redressal. During the year, no complaint was lodged with the Internal Complaints Committee formed under "Nirbhaya".

VOLUNTARY RETIREMENT SCHEME (VRS):

The company had announced Voluntary Retirement Scheme (VRS) for its workers & staff in view of disbanding of its UNIT II due to disappearance of CRT Parts'' business and in response to the said scheme, total twelve number of employees opted.

DIRECTORS

In accordance with the requirements of Companies Act, 1956 and Article 142 of the Articles of Association of the Company, Mr. Gurmeet Singh Gill, Director and Capt. Jitender Singh Mann (Retd.) are to retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

CORPORATE GOVERNANCE

Your Company is committed to adopting and adhering to the best corporate Governance practices recognized globally and adhere to corporate governance requirements set out by SEBI.

As per the requirements under Clause 49 of the listing agreement with Bombay Stock Exchange Limited, the Report on Corporate Governance together with Auditors'' Certificate regarding Compliance of the SEBI Code of Corporate Governance is annexed herewith.

The Annual Report also contains a separate section on ''Management Discussion and Analysis Report '' which is a part of the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

1. in the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

2. appropriate accounting policies have been selected in consultation with the statutory auditors and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and of the Profit of the Company for the year ended 31st March, 2014;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going-concern basis.

AUDITORS

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

COST COMPLIANCE CERTIFICATE

Pursuant to Ministry of Corporate Affairs (MCA) Notification No. dated 3rd June, 2011 (File No. 52/101/CAB-2010), the Company has been covered under the Companies (Cost Accounting Records) Rules, 2011, for the financial year commencing from 01/04/2011. Mr. Ramawatar Sunar, Cost Accountant was appointed to furnish Cost Compliance Report of the Company for Financial Year 2013-14. The Cost Accountant, so appointed has certified the Cost Compliance Report of the Company.

ISO 9001-2008, ISO 18001:2007 AND ISO 14001:2004 CERTIFICATIONS:

Shivalik Bimetal Controls Ltd is an ISO 9001, 14001 & 18001 Company.

ISO 9001 is to certify that the Quality Management System of the Company has been assessed and registered as complying with the requirements of the International Standards for Manufacturing and Supply of Strips and Components of Thermostatic Bimetals and Other Alloys.

ISO 14001 is intended to provide the elements of an Environmental Management System (EMS) for achieving environmental and economic goals. The overall aim of ISO 14001 is to ensure environmental protection and prevention of pollution - in balance with socio-economic needs.

ISO 18001- Occupational Health and Safety Assessment Series (OHSAS) specification gives requirements for an occupational health and safety (OH&S) management system, to enable an organization to control its OH&S risks and improve its performance.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as per the amendments made vide Notification G.S.R. 289(E) dated 31st March, 2011, the names and other particulars of the employees whose remuneration exceeds Rs.5.00 lacs per month (Rs.60.00 Lacs per annum) during the financial year ended 31st March, 2014 are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, absorption of technology and earnings and outgo of foreign exchange required to be disclosed under the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, is given in the annexure forming part of the Report.

REQUEST TO THE MEMBERS :

Your Directors invite the attention of all Members to note that pursuant to changes in applicable laws and regulations, in order to receive and participate in all corporate actions of the company, you are requested to :-

- Inform the Company / our registrar / Depository Participants, if not already done earlier, for updating details of your Permanent Account Number (PAN). The Securities and Exchange Board of India (SEBI) has mandated the submission of PAN by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company / Registrar.

- Transferee(s) to furnish copy of their PAN Card to the Company / RTA''s for registration of transfer of shares, for securities market transactions and off- market / private transactions involving transfer of shares in physical form.

- Inform your Depository Participant to reactivate your account for credit actions. Frozen Demat accounts may lead to non-credit / delayed credit of securities allotted to your account.

- Update your address with Registrar / Depository Participants to ensure timely receipt of shareholder communication. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandate to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change of address immediately to the Company / Registrar and Share Transfer Agents, M/s MAS Services Limited.

- Investors are requested to kindly note that any dividend warrant which remains un-encashed for a period of seven years will be transferred to ''Investor Education and Protection Fund'' in terms of section 205C of the Companies Act, 1956. Shareholders who have not en-cashed their dividend warrants may kindly contact the Company and lodge their warrants for revalidation. The schedule of transfer of unclaimed / unpaid dividend to the ''Investor Education and Protection Fund'' is given in the Corporate Governance Report forming part of this Annual Report.

- The Ministry of Corporate Affairs has taken a ''Green Initiative in the Corporate Governance'' by allowing paperless Compliances by the Companies and has issued circular stating that service of notice / documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members are requested to provide / update their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants or send an e-mail at info@masserv.com or investor@ shivalikbimetals.com to get the Annual Report and other documents on such e-mail address. Members holding shares in physical form are also requested to intimate their e-mail address to MAS Services Limited either by e-mail at info@masserv.com or investor@shivalikbimetals.com or by sending a communication at the Company''s Registered Office or Head Office or address mentioned below:

ACKNOWLEDGEMENTS

Your Directors would like to sincerely express their appreciation for co-operation received from the Company''s Bankers, Indian Bank ,during the year under review, from time to time.

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

Your Directors also thank all the Govt. authorities, business associates ,customers, vendors and the shareholders for their continuous support and co-operation to the Company during the year.

Place : New Delhi By order of the Board Date : August 12, 2014 For SHIVALIK BIMETAL CONTROLS LIMITED

Registered Office: 16-18, New Electronics Complex, Sd/- Chambaghat, (S. S. SANDHU) Distt. Solan (H.P) CHAIRMAN CIN: L27101HP1984PLC005862 e-mail: investor@shivalikbimetals.com


Mar 31, 2012

The Directors are pleased to present the 28th Annual Report and the Audited Accounts of the Company for the financial year ended 31st March, 2012.

SUMMARISED FINANCIAL RESULTS:

YEAR 2011-12 YEAR 2010-11 (Rs. in Lacs) (Rs. in Lacs)

Sales & Other income 8,454.36 9,506.68

Exceptional Income (Net of Expenses) 306.85 0.41

Total Sales & Exceptional Income 8,761.21 9,507.09

Operating Expenditure 7,796.97 8,135.99

PBDIT 964.24 1,371.10

Finance Charges 373.16 310.47

Depreciation 216.21 189.75

PBT 374.87 870.88

Provision for Taxes 111.43 227.70

PAT 263.45 643.18

Balance brought forward from Previous Year 2,436.78 2,027.65

Balance available for Appropriation 2,700.23 2,670.83

Appropriations:

Interim Dividend - 76.81

Proposed Final Dividend - 38.40

Tax on Dividends - 18.84

General Reserve 100.00 100.00

Balance carried to Balance Sheet 2600.23 2,436.78

Earning per Equity Share (Basic/Diluted) (Rs. per Equity Share) 1.37 3.35

PERFORMANCE

There has been a decrease of 11.07 % in sales and other income during the FY 2011-12 as compared to FY 2010- 11. Your Company has achieved sales and other income of Rs. 8,454.36 Lacs during the FY 2011-12 as compared to Rs. 9,506.68 Lacs during the FY 2010-11. The Company earned Profit before interest, depreciation and tax (PBDIT) of Rs. 964.24 Lacs during the year under review as compared to Rs. 1,371.10 Lacs during previous financial year. During the current financial year, Profit before tax (PBT) of your company is Rs. 374.87 Lacs as compared to Rs. 870.88 Lacs of the previous financial year.

The year 2011-12 was marked by growing global uncertainties. Global recovery has stalled, growth prospects have dimmed and downside risks have escalated. The growth of the Indian Economy has also slowed down and the GDP growth is 6.9 % in 2011-12 as compared to 8.4 % in 2010-11.

The reason for decrease in PBT, primarily has been the high volatility of the foreign exchange rates, besides inflationary pressures, increase in raw material consumption cost and increased cost of borrowings. Further, the Company has written off Rs. 148.85 Lacs towards the long outstanding dues from an overseas customer since the same is not realizable after putting all the efforts.

In the state of inflationary economy and to save additional interest costs, your directors have decided to deploy Company's own funds in expansion programme, wherever possible. Accordingly, the Company has realized a sum of Rs. 515.19 Lacs from encashment of Keyman Insurance Policies, which stands reflected (net of exceptional expenses) under the head 'Exceptional Income' in the Statement Profit & Loss Account of the Company.

It is a matter of record that in view of depressed operating results of the company and on going expansion programme, Your Directors have foregone 70% of their entitlement, amount to Rs. 62.64 Lacs as Director remuneration and opted to avail only 30% of increased remuneration as approved the Central Government for the FY 2011-12.

EXPORTS

Your Directors are happy to report that the Company has achieved Export Turnover during the FY 2011-12 to the tune of Rs. 3471.45 Lacs as compared to Rs. 3,319.64 Lacs during the previous year, thus registering an increase in the exports by 4.57 %. The Company is certainly endeavoring to enhance its presence in the international market, once the Unit-IV is fully operational with its cold bonded technology with wider width material.

EXPANSION

As reported by your directors in the previous annual report, the Company was in the process of setting up a new Industrial Undertaking, 'UNIT-IV' for manufacturing of Cold bonded Clad strips of larger width and parts under the Cold Bonded process at Solan, Himachal Pradesh. The Directors are happy to inform about the commencement of Commercial production of UNIT IV at a rented premises, during the FY ended 31st March, 2012. The profits derived from this Unit shall be eligible for Tax Holiday for 10 years in accordance with relevant laws.

In the due course of time, Unit-IV shall be fully operational at its own factory (construction in respect of which is to begin shortly on the Land purchased by the Company on the Solan-Shimla Highway).

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 100.00 Lacs to the General Reserve out of the amount available for appropriations and an amount of Rs. 2600.23 Lacs is proposed to be retained in the Profit & Loss Account.

JOINT VENTURE & ASSOCIATES

JOINT VENTURE WITH CHECON CORPORATION, USA

As reported by your directors in the last reports, the Joint Venture Company named Checon Shivalik Contact Solutions Private Limited (CSCS) in which your company has 50% share has achieved Sales and other income of Rs. 952.24 Lacs during the financial year 2011-12 as compared to Rs. 1,163.41 Lacs during the financial year 2010-11.

The Company's major customer has stopped the purchase of its material because of change in product range of contacts, which resulted in decrease of sales.

During the year, CSCS has procured and successfully installed Bonding Mill for Silver Inlay manufacturing capabilities and successfully installed other related equipment required for Inlay manufacturing like Annealing Line, Slitting Line, Brushing facilities etc. Apart form this, CSCS has acquired wire drawing machine which has been successfully installed and made operational at plant. This facility has not only given CSCS advantage of holding required raw materials in common size but also to reduce the cost of incoming materials.

The Investment of your Company in CSCS as on 31.03.2012 stands at Rs. 118.95 Lacs (previous year Rs. 118.95 Lacs).

ASSOCIATES

INNOVATIVE CLAD SOLUTIONS PRIVATE LIMITED

As reported by your directors in the last reports, the Joint Venture Company named Innovative Clad Solutions Pvt. Ltd. (ICS) in which your Company had 33.33% share has a manufacturing unit at Pithampur, District Dhar in Madhya Pradesh, India for manufacturing Industrial Clad Products.

The Joint Venture Agreement dated 15th February, 2008 entered between the three JV Parties, namely APERAM, DNICK and SHIVALK had been terminated in terms of the 'Termination Notice' issued on 4th October, 2011 by APERAM and SHIVALIK, after the hostile acquisition of DNICK by Dr. Platt/Wickeder Westfalenstahl GmbH which is a competitor of ICS in the International market.

SHIVALIK had relinquished its right to acquire half of the Shareholding of DNICK in ICS and it was further agreed between APERAM and SHIVALIK that the shares of DNICK in the Share Capital of ICS would be taken over by APERAM.

Consequent to exit of a JV partner from Innovative Clad Solutions Pvt. Ltd. (ICS) (wherein there were three JV partners holding 1/3rd equity each) and modified terms between the remaining two JV partners, the Company's equity holding stands reduced to 26.78% from that of 1/3rd, as such the Company's interest in ICS stands modified to an 'Associate Company' from that of a 'JV Company' as per AS-27 as "Financial Reporting of interest in Joint Ventures" issued by ICAI.

ICS, the Associate Company has achieved Sales and other income of Rs. 474.97 Lacs during the financial year 2011-12 as compared to Rs. 136.01 Lacs during the financial year 2010-11. This being a Greenfield project, the process of stabilization of manufacturing operation took somewhat more time and now ICS is out of this phase and it has ample orders in hand and has a bright future.

The Investment of your Company in ICS as on 31.03.2012 stands at Rs. 1512.00 Lacs (previous year Rs. 1052.00 Lacs).

SHIVALIK BIMETAL ENGINEERS PRIVATE LIMITED

Shivalik Bimetal Engineers Private Limited (SBEPL), the Associate Company earned a profit of Rs. 0.18 Lacs during the year under review.

SBEPL, the Associate Company was initially engaged in the business of providing technical services relating to development of Tools, Dies and Design and other services has set up Dies and Tools manufacturing facilities during the year, in Solan, Himachal Pradesh.

PUBLIC DEPOSITS

During the year under review, your Company did not accept any public deposits from the public under section 58A of the Companies Act, 1956.

ORGANISATION AND COLLEAGUE

In the year under review, your company continued to lay emphasis on organization and colleague development and maintained healthy, cordial and harmonious industrial relations at all levels. Colleague relations remained healthy and satisfactory during the period. Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. The enthusiasm and unstinting efforts of the employees have enabled your Company to remain at the forefront of the industry. Your Directors record their whole hearted appreciation for this hard work, efficiency, devotion of duty and sincere efforts and contributions made by all at respective levels of operations of your Company during the year.

DIRECTORS

In accordance with the requirements of Companies Act, 1956 and Article 142 of the Articles of Association of the Company, Mr. Gurmeet Singh Gill and Mr. S. C. Verma are to retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

CORPORATE GOVERNANCE

Your Company follows strong governance standards focusing on high level of fairness, transparency, accountability and responsibility in all aspects of its operations. Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by The Securities and Exchange Board of India (SEBI). Your Directors have implemented all the major stipulations prescribed and ensure its compliance in both spirit and law. Your Company is committed to contribute positively in all the activities pertaining to environmental protection and energy conservation while at the same time continuing to create and enhance shareholder's wealth and value by implementing its business plans at appropriate times.

As per the requirements under Clause 49 of the listing agreement with Bombay Stock Exchange Limited, the Report on Corporate Governance together with Auditors' Certificate regarding Compliance of the SEBI Code of Corporate Governance is annexed herewith.

The Annual Report also contains a separate section on 'Management Discussion and Analysis' which is a part of the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

1. in the preparation of the annual accounts for the financial year 2011-12, the applicable accounting standards have been followed and there are no material departures;

2. appropriate accounting policies have been selected in consultation with the statutory auditors and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and of the Profit of the Company for the year ended 31st March, 2012;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going-concern basis.

AUDITORS

M/s Malik S & Co., Chartered Accountants, New Delhi, who are Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment. The Company has obtained a certificate from the Auditors as required u/s 224 (1B) of the Companies Act, 1956, to the effect that their Appointment, if made, would be in conformity with the limits specified in that section.

PARTICULARS OF EMPLOYEES

There was no employee whose remuneration exceeds Rs. 5.00 lacs per month (Rs. 60.00 Lacs per annum) during the financial year ended 31st March, 2012 as per section 217 2(A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as per the amendments made vide Notification G.S.R. 289(E) dated 31st March, 2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, absorption of technology and earnings and outgo of foreign exchange required to be disclosed under the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure forming part of the Report.

REQUEST TO THE MEMBERS:

Your Directors invite the attention of all Members to note that pursuant to changes in applicable laws and regulations, in order to receive and participate in all corporate actions of the company, you are requested to:-

- Inform the Company/our registrar/Depository Participants, if not already done earlier, for updating details of your Permanent Account Number (PAN). The Securities and Exchange Board of India (SEBI) has mandated the submission of PAN by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/Registrar.

- Transferee(s) to furnish copy of their PAN Card to the Company/RTA's for registration of transfer of shares, for securities market transactions and off-market/private transactions involving transfer of shares in physical form.

- Inform your Depository Participant to reactivate your account for credit actions. Frozen Demat accounts may lead to non-credit/delayed credit of securities allotted to your account.

- Update your address with Registrar/Depository Participants to ensure timely receipt of shareholder communication. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandate to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change of address immediately to the Company/Registrar and Share Transfer Agents, M/s MAS Services Limited.

- Investors are requested to kindly note that any dividend warrant which remains un-encashed for a period of seven years will be transferred to 'Investor Education and Protection Fund' in terms of section 205C of the Companies Act, 1956. Shareholders who have not en-cashed their dividend warrants may kindly contact the Company and lodge their warrants for revalidation. The schedule of transfer of unclaimed/unpaid dividend to the 'Investor Education and Protection Fund' is given in the Corporate Governance Report forming part of this Annual Report.

- The Ministry of Corporate Affairs has taken a 'Green Initiative in the Corporate Governance' by allowing paperless Compliances by the Companies and has issued circular stating that service of notice/documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members are requested to provide/update their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants or send an e-mail at info@masserv.com or investor@shivalikbimetals.com to get the Annual Report and other documents on such e-mail address. Members holding shares in physical form are also requested to intimate their e-mail address to MAS Services Limited either by e-mail at info@masserv.com or investor@shivalikbimetals.com or by sending a communication at the Company's Registered Office or Head Office or address mentioned below:

M/s MAS Services Ltd. T - 34, IInd Floor, Okhla Industrial Area, Phase - II, New Delhi-110020

ACKNOWLEDGEMENTS

Your Directors sincerely express deep gratitude and acknowledgement to the Company's Bankers, i.e., Indian Bank, for their unstinted support and co-operation at various levels, from time to time.

The Board places on record its appreciation, for the continued co-operation and support it received from the Ministry of Corporate Affairs, Directorate of Industries and other Government Authorities from time to time.

Your Directors also extend their appreciation for the continuous support received from the shareholders, customers and suppliers.

The Directors wish to place on record their sincere appreciation of all the employees for their high degree of professionalism, commitment and dedication at all levels.

Your Directors look forward with confidence to a prospective future for your company.

For and on behalf of the Board of Directors

Sd/- (S. S. SANDHU) CHAIRMAN

Place : Solan (H.P.) Date : August 09, 2012


Mar 31, 2010

The Directors are pleased to present the 26th Annual Report and the Audited Accounts of the Company for the financial year ended 31st March, 2010.

SUMMARISED FINANCIAL RESULTS:

Year 2009-10 Year 2008-09

(Rs. in Lacs) (Rs. in Lacs)

Sales & Other income 7,908.36 7,499.47

Operating Expenditure 6,756.28 6,614.11

PBDIT 1,152.08 885.36

Interest 292.75 319.06

Depreciation 168.09 157.21

PBT 691.24 409.09

Provision for Taxes 180.34 8.39

PAT 510.90 400.70

Balance brought forward from Previous Year 1,867.66 1,818.05

Balance available for Appropriation 2,378.56 2,218.75

Appropriations:

Interim Dividend 38.40 38.40

Proposed Final Dividend 48.00 48.00

Tax on Dividends 14.50 14.69

General Reserve 250.00 250.00

Balance carried to Balance Sheet 2,027.66 1,867.66



PERFORMANCE

During the year under review, the companys sales and other income increased to Rs. 7,908.36 Lacs from Rs. 7,499.47 Lacs in the previous year, at a growth rate of 5.45 % amidst extraordinary challenges of price volatility, demand reduction, general recession world over and stiff competition.

The Company earned Profit before interest, depreciation and tax (PBDIT) of Rs. 1,152.08 Lacs during the year under review as compared to Rs. 885.36 Lacs during previous financial year. During the current financial year, Profit before tax (PBT) of your company is Rs. 691.24 Lacs as compared to Rs. 409.09 Lacs of the previous financial year.

The companys consistent efforts have resulted into better performance during the current year and your Directors are hopeful of achieving better results in terms of turnover and profitability.

DIVIDEND

Your directors have recommended, for approval of the members, a Final dividend of Re. 0.25 per share on 1,92,01,400 equity shares of Rs. 21- each of the company for the financial year 2009-10. The Final Dividend, if declared as above, would involve an outflow of Rs. 48.00 Lacs towards Dividend and Rs. 7.97 Lacs towards dividend tax, resulting in a total outflow of Rs. 55.97 Lacs.

During the year under review, your Directors had also declared and paid an interim dividend of Re. 0.20 per share on 1,92,01,400 equity shares of Rs. 2/- each.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 250 Lacs to the General Reserve out of the amount available for appropriations and an amount of Rs. 2,027.66 Lacs is proposed to be retained in the Profit & Loss Account.

JOINT VENTURES

JOINT VENTURE WITH CHECON CORPORATION, USA

As reported by your directors in the last reports, the Joint Venture Company named Checon Shivalik Contact Solutions Pvt. Ltd. (CSCS) in which your company has 50% share has achieved Sales and other income of Rs. 586.40 Lacs during the financial year 2009-10 as compared to Rs. 918.99 Lacs during the financial year 2008-09. During the financial year 2009-10, the sales target of CSCS could not be achieved and correspondingly, the net profits have been declined. The major reason for decline in profits has been the global economic slowdown resulting into recession thereby affecting the bottom line for the year.

As part of continuous efforts in the direction of strengthening its manufacturing facilities, CSCS has set up UNIT - II for manufacture of Electrical Contact and Electrical Contact Materials such as Silver Inlays and Bimetal / Solid Rivet Contacts. CSCS has procured Bimetal Rivet making machine from Taiwan which is capable of manufacturing different types of Bimetal Rivets.

The Investment of your Company in Checon Shivalik Contact Solutions Pvt. Ltd. as on 31.03.10 stands at Rs. 118.95 Lacs (previous year Rs. 118.95 Lacs).

JOINT VENTURE WITH ARCELORMITTAL STAINLESS & NICKEL ALLOYS, FRANCE (ARCELORMITTAL) AND DNICK HOLDING PLC, UK (DNICK)

The Joint Venture Company named Innovative Clad Solutions Pvt. Ltd., (ICS) in which your Company has 33.33 % share has set up manufacturing unit at Pithampur, District Dhar in Madhya Pradesh, India for manufacturing Industrial Clad Products and has commenced its commercial production w.e.f. 02.02.2010 in the FY 2009-10.

During the period of operations from 02.02.2010 to 31.03.2010, ICS has achieved sales and other income of Rs. 13.97 Lacs resulting into loss of Rs. 184.16 Lacs.

The commercial production started on 2nd February, 2010 and simultaneously the marketing operations were commenced, and the materials so produced have been sampled to the prospective consumer industries. The production will gradually increase as more and more customers complete the process of testing the indigenously produced samples.

The Investment of your Company in Innovative Clad Solutions Pvt. Ltd. as on 31.03.2010 stands at Rs. 827.00 Lacs.

SUBSIDIARY COMPANY

Shivalik Bimetal Engineers Pvt. Ltd. (SBEPL), the Wholly Owned Subsidiary of your Company earned a profit of Rs. 0.35 Lacs during the year under review. SBEPL has initiated action for setting up of Dies & Tools manufacturing facilities. The Balance Sheet of SBEPL, as at 31st March, 2010, its Profit & Loss Account for the year ended on that day and the Reports of Directors and Auditors thereon and a statement in terms of Section 212 of the Companies Act, 1956, are attached to the Annual Accounts and form part of the Annual Report.

DEPOSITS

During the year under review, your Company did not accept any public deposits from the public under section 58A of the Companies Act, 1956.

ORGANISATION AND COLLEAGUE RELATIONS

In the year under review, your company continued to lay emphasis on organization and colleague development and enjoyed cordial relations among all its employees. Colleague relations remained, as usual, healthy and satisfactory during the period. Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation

and meritocracy. Your Directors record their whole hearted appreciation for the devotion of duty and sincere efforts and contributions made by all at respective levels of operations of your Company during the year.

DIRECTORS

In accordance with the requirements of Companies Act, 1956 and Article 142 of the Articles of Association of the Company, Shri Anil K. Sud and Shri Rohit Kapur are to retire by rotation and being eligible offer themselves for re-appointment.

Brig. H. S. Sidhu (Retd.) resigned from the Board of Directors of the Company w.e.f. 22nd January, 2010. The Board places on record its appreciation for the valuable contribution made by Brig. H. S. Sidhu (Retd.) during his tenure as member of the Board.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Gover- nance requirements set out by The Securities and Exchange Board of India (SEBI). Your Directors have implemented all the major stipulations prescribed and ensure its compliance in both spirit and law. As per the requirements under Clause 49 of the listing agreement with stock exchange, the Report on Corporate Governance together with Auditors Certificate regarding Compliance of the SEBI Code of Corporate Governance is annexed herewith.

The Annual Report also contains a separate section on Management Discussion and Analysis which is a part of the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

1. in the preparation of the annual accounts for the year 2009-10, the applicable accounting standards have been followed and there are no material departures;

2. appropriate accounting policies have been selected in consultation with the statutory auditors and applied them consis- tently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 and of the Profit of the Company for the year ended 31st March, 2010;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going-concern basis. CONSOLIDATED FINANCIAL STATL

As required under the Listing Agreements with the Stock Exchange, a Consolidated Financial Statement of the Company, its Subsidiary and Joint venture for the year ended 31st March, 2010, is annexed to the Annual Accounts and form part of the Annual Report. The Consolidated Financial Statement has been prepared in accordance with the Accounting Standard AS - 21 on Consolidated Financial Statements read with Accounting Standard AS - 27 relating to Financial Reporting of Interests in Joint Venture, issued by The Institute of Chartered Accountants of India and shows the financial resources, assets, liabilities, Income, Profits and other details of the company, its subsidiary and its joint venture after eliminating of minority interest, if any, as a single entry.

AUDITORS

M/s Malik S & Co., Chartered Accountants, New Delhi, who are Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment. The Company has obtained a certificate from the Auditors as required u/s 224 (IB) of the Companies Act, 1956, to the effect that their Appointment, if made, would be in conformity with the limits specified in that section.

PARTICULARS OF EMPLOYEES

Information as required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employ- ees) Rules, 1975 as amended are given in an Annexure forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, absorption of technology and earnings and outgo of foreign exchange required to be disclosed under the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, is given in the annexure forming part of the Report.

REQUEST TO THE MEMBERS :

Your Directors invite the attention of all Members to note that pursuant to changes in applicable laws and regulations, in order to receive and participate in all corporate actions of the company, you are requested to :-

- Inform the Company / our registrar / Depository Participants, if not already done earlier, for updating details of your Permanent Account Number (PAN). The Securities and Exchange Board of India (SEBI) has mandated the submission of PAN by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company / Registrar.

- Transferee(s) to furnish copy of their PAN Card to the Company / RTAs for registration of transfer of shares, for securities market transactions and off- market / private transactions involving transfer of shares in physical form.

- Inform your Depository Participant to reactivate your account for credit actions. Frozen Demat accounts may lead to non-credit / delayed credit of securities allotted to your account.

- Update your address with Registrar / Depository Participants to ensure timely receipt of shareholder communication. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandate to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change of address immediately to the Company / Registrar and Share Transfer Agent, M/s MAS Services Limited.

ACKNOWLEDGEMENTS

The Board of Directors sincerely expresses deep gratitude and acknowledges the co-operation and active support extended by our Bankers, i.e., Indian Bank, from time to time.

The Board places on record its appreciation, for the continued co-operation and support it received from the Ministry of Corporate Affairs, Directorate of Industries and other Government Authorities from time to time.

The Directors also extend their appreciation for the continuous support received from the shareholders, customers and suppliers.

The Directors sincerely appreciate the high degree of professionalism, commitment and dedication shown by employees at all levels.

Your Directors look forward with confidence to a prospective future for your company.

For and on behalf of the

Board of Directors



-Sd-

Place: New Delhi S.S. SANDHU

Date: August 17, 2010 Chairman

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