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Directors Report of Shivalik Bimetal Controls Ltd.

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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