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Directors Report of Shivalik Rasayan Ltd.

Mar 31, 2023

The Directors have pleasure in presenting this Forty Fifth (45th) Annual Report together with the Audited Financial Statements and Auditors’ Report for the financial year ended on March 31,2023.

FINANCIAL RESULTS

(Rs. In lakhs)

Financial Data

Standalone

Consolidated

2022-23

2021-22

2022-23

2021-22

Sales

9,357.91

9,930.29

23,444.65

21,474.82

Other Income

220.23

198.95

466.65

370.96

Profit for the year before Tax

1,461.68

1,886.22

3,166.18

3,696.61

Provision for taxation

-

-

(369.96)

(397.69)

Deferred Tax Assets/(Liability)

48.77

49.32

187.08

127.30

Net Profit

1,510.45

1,935.53

2,983.30

3,426.22

COMPANY''S PERFORMANCE & STATE OF COMPANY''S AFFAIR

On a Consolidated basis, the revenue for Financial Year 2023 was Rs. 23,444.65 lakhs, higher by 9.17% over the previous year revenue of Rs. 21,474.82 lakhs. The profit after tax (PAT) attributable to shareholders was Rs. 2,983.30 lakhs in Financial Year 2023 and Rs. 3,426.22 lakhs in Financial Year 2022, thereby registering a decline of 12.92% over the last year PAT.

On Standalone basis, the revenue for Financial Year 2023 was Rs. 9,357.91 lakhs, lower by 5.76% over the previous year revenue of Rs. 9,930.29 lakhs. The profit after tax (PAT) attributable to shareholders for Financial Year 2023 was 1,510.45 lakhs registering a decline of 21.96% over the PAT of Rs. 1,935.53 lakhs for Financial Year 2022.

RETURN OF SURPLUS FUNDS TO SHAREHOLDERS

Based on the Company’s performance, the Directors have recommended a final dividend for the Financial Year 202223 on Equity Share Capital @ 10% [Rs. 0.50 Paise per equity share (nominal face value of Rs. 5/- each)]. The Dividend payout is subject to approval of shareholders in ensuing Annual General Meeting.

ASSOCIATE COMPANY Medicamen Biotech Limited (MBL)

During 2022-23, overall revenue for MBL increased by 22.02% to Rs. 14,086.74 lakhs from Rs. 11,544.53.

Further, MBL has issued and allotted 1,40,000 Equity Shares @ Rs. 709/- to SRL through Preferential Allotment thereby its stake reduced to 41.63% from 41.96%.

Also, the report on the performance and financial position of its associate and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this

report as Annexure "A"

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company & Consolidated financial statements along with relevant documents are available on the website of the Company i.e. www. shivalikrasayan.com

UTILIZATION OF FUNDS

During previous year your Company has raised Rs. 104 crores through Preferential Allotment by issuing 7,10,000 equity shares & 4,20,000 Convertible Warrants at a price of Rs. 921/- per share to the persons belonging Promoter Category and Non- Promoter Category for setting up of Agro- Chemicals & Specialty Chemical Plant at GIDC Dahej III, Gujarat and other business-related requirements. Out of this Rs. 75 crores has been utilized by the Company at the end of financial year 2022-23.

RESERVES

The Board of Directors has decided to retain the entire amount of profits for 2022-23 in the retained earnings

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sanjay Bansal and Dr. Akshay Kant Chaturvedi retires by rotation and being eligible, offers themselves for reappointment. A resolution seeking shareholders’ approval for their re-appointment forms part of the Notice.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2023 are: Mr. Suresh Kumar Singh, Vice- Chairman & Whole- Time Director, Dr. Vimal Kumar Shrawat, Managing Director, Mr. Vinod Kumar, Chief Financial Officer and Ms. Parul Choudhary, Company Secretary.

NUMBER OF MEETINGS OF THE BOARD

Six meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the Annual Financial Statements for the year ended on March 31, 2023 the applicable accounting standards have been followed.

b) the Company have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 under review.

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual financial statements have been prepared on a on-going concern basis.

e) the proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.

f) the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual

directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board Evaluation.

The Chairman of the Board had one-to-one meeting with the Independent Directors (''IDs’) and the Chairman of NRC had one-to-one meeting with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors’ inputs on effectiveness of the Board / Committee processes.

In a separate meeting of the IDs, the performance of the NonIndependent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

The Company follows a practice of addressing each of the observations and suggestions by drawing up an action plan and monitoring its implementation through the Action Taken Report which is reviewed by the Board of Directors from time to time.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on appointment of Directors is available on the Company’s website at www.shivalikrasayan. com. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company’s website at www.shivalikrasayan.com.

INTERNAL FINANCIAL CONTROL

The Company’s internal financial control framework is commensurate with the size and operations of the business and is in line with requirements of the Companies Act, 2013. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with Corporate Policies.

SRL has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and longterm business plans have been laid down.

The Audit Committee deliberated with the members of the Management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed.

However, the Company recognizes that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

AUDITORS

a. Statutory Auditors- At the Fortieth (40) Annual General Meeting held on September 28, 2018, the Members approved the appointment of M/s Rai Qimat & Associates, Chartered Accountants as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the Forty Fifth (45) AGM, since the tenure of M/s Rai Qimat & Associates, Chartered Accountants has been completed therefore, Board in its Meeting held on August 08, 2023 appointed M/s Rahul Chaudhary & Associates, Chartered Accountants (Registration Number 033971N) as Statutory Auditors of the Company from this AGM till the conclusion of Fiftieth (50) AGM.

Appointment of M/s Rahul Chaudhary & Associates, Chartered Accountants for five year is being sought from the Members of the Company at the forthcoming Annual General Meeting.

As per the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent M/s Rahul Chaudhary & Associates, Chartered Accountants, for its appointment and a certificate, to the effect that its appointment, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.

The report of the Statutory Auditor forms part of the Integrated Report and Annual Accounts for 2022-23. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Statutory Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

b. Secretarial Auditor-The Board of Directors of your Company has re-appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2022-23. The Report of the Secretarial Auditor is annexed to the Report as per Annexure "B".

c. Internal Auditor- The Board of Directors of your Company has appointed M/s, Puneet Gupta & Co., Chartered Accountants New Delhi as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2022-23.

d. Cost Auditors- The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s Cheena & Associates as the Cost Auditors of the Company for the Financial Year 2022-23.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of Rs. 75,000/-plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. Accordingly, a resolution to this effect forms part of the Notice convening the AGM.

CORPORATE GOVERNANCE

A report on Corporate Governance together with Auditors’ certificate confirming compliance with Corporate Governance norms, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report along with Report on Management Discussion and Analysis as Annexure "C".

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on https://shivalikrasayan.com/annual-reports/

RISK MANAGEMENT

SRL operates in a dynamic and uncertain business landscape. Hence the Company has developed and deployed its Enterprise Risk Management (''ERM’) framework to create long-term value and become a risk intelligent organization that drives informed decision making to proactively prepare for unforeseen scenarios.

The Board of Directors of the Company has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The

Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness.

The risk appetite of the organization is approved by the RMC and the Board and is aligned to the Vision of the Organization. It is an important metric for governing all business actions and strategic decisions. The Risk appetite is driven by the following:

• Health and safety of our employees and the communities in which we operate are our prime concern and our operating strategy is focused on the above objective;

• Management actions are focused on continuous improvement;

• Environment and Climate Change impacts are assessed on a continuous basis and business decisions support systems including capital allocation, considers climate impact through the internal carbon pricing framework;

• The long-term strategy of the Company is focused on generating profitable growth and sustainable cash flows that creates long term stakeholder value

The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the

Corporate Governance Report, which is a part of this report and is also available on https://shivalikrasayan.com/srl-policies/

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per SEBI Listing Regulations, the Corporate Governance Report and the integrated Management Discussion and Analysis, the Business Responsibility and Sustainability Report ("BRSR") form part of the Director’s Report as Annexure "D".

The Company has provided BRSR, in lieu of the Business Responsibility Report which indicates the Company’s performance against the principles of the ''National Guidelines on Responsible Business Conduct’. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure "E".

In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the said Rules forms part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.

TRANSACTION WITH RELATED PARTIES

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the Listing Regulations, if any related party transaction exceeds Rs. 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require Members approval. However, there is no such transaction which exceeds the above mentioned limits; therefore Members approval is not required.

The 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 "F" in Form No. AOC-2 and the same forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

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 under review are set out in Annexure "G" 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 is a part of this report. The CSR policy is available on https:// shivalikrasayan.com/srl-policies/

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of the Companies (Accounts) Rules, 2014.

a) CONSERVATION OF ENERGY

We remain committed to reducing our environmental footprint. Prevention of the wasteful use of natural resources, consumption of water and energy, and the management of waste and hazardous materials have been the key enablers in our journey of environmental sustainability. We have embarked on a critical review of all our approaches towards energy and environmental conservation that will help us identify goals and action plans for the longer term

b) TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

Expenditure incurred on R&D are as below:

Particulars

(Amt. in Lakh) 2022-23

(Amt. in Lakh) 2021-22

Capital Expenditure

66.35

694.34

Revenue Expenditure

703.88

812.25

Total

770.23

1,506.59

c) FOREIGN EXCHANGE EARNING AND OUTGO

Value of Imports (On CIF Basis)

Particulars

As at 31.03.2023

As at 31.03.2022

(Amount in Rs. lakhs)

(Amount in Rs. lakhs)

Raw Materials

240.87

464.35

Total

240.87

464.35

ACKNOWLEDGEMENT

The Directors appreciate the hard work, dedication, and commitment of all its employees including workmen at the manufacturing plants towards the success of the Company. The Directors would also like to thank the financial institutions, banks, government authorities, customers, vendors and other stakeholders for their continued support and co-operation.


Mar 31, 2018

TO THE members,

The Directors have pleasure in presenting this Fortieth Annual Report together with the Audited Financial Statements and Auditors’ Report for the financial year ended on 31st March, 2018.

FINANCIAL RESULTS

During the year the Net profit of your Company increased by 55.57% compared to last year’s performance.

(Rs. in lakhs)

Standalone

Consolidated

Financial Data

2017-18

2016-17

2017-18

2016-17

Sales

4,362.80

4,093.94

15,513.51

12,339.51

Other Income

71.68

51.92

260.47

82.58

Profit for the year before Tax

637.02

494.49

2,027.02

1,130.36

Provision for taxation

122.95

166.35

524.73

296

Deferred Tax Assets/(Liability)

0.62

(1.89)

(22.42)

11.67

Net Profit for Appropriation

513.44

330.03

1,524.71

846.04

COMPANY’S PERFORMANCE

On a consolidated basis, the revenue from operations for Financial Year 2018 at Rs. 15,513.51 lakhs was higher by 25.72% over the previous year (Rs. 12,339.51 lakhs in financial year 2017). The profit after tax attributable to shareholders was Rs. 1,524.71 lakhs in Financial Year 2018 (Rs. 846.04 lakhs in Financial Year 2017).

On Standalone basis, the revenue from operations for Financial Year 2018 was at Rs. 4,362.80 lakhs (Rs. 4,093.94 lakhs in financial year 2017). The profit was Rs. 513.44 lakhs in Financial Year 2018 (Rs. 330.03 lakhs in Financial Year 2017) which is 55.57% higher than the last financial year.

The management is hopeful to continue the profitability further.

DIVIDEND

Your Board of Directors have recommended a Dividend for the Financial Year ended on 31st March, 2018 on Equity Share Capital @10% [Rs. 0.50 per equity share (nominal value of 5 rupees each)]. The Dividend payout is subject to approval of shareholder in ensuring Annual General Meeting.

UNCLAIMED DIVIDEND

Members are hereby further informed that during the year the Company has declared final dividend of Rs. 1/- (10%) per equity share of Rs. 10/- each. Members who have not yet encashed their dividend warrant(s) for the financial year ended 31st March, 2018, are requested to make their claims to the company without any delay, to avoid transfer of their dividend/ shares to the Fund/ IEPF Demat Account.

It may be noted that dividend for the financial year 2017-18 declared on 11th September, 2017 and can be claimed by the Members by 10th august, 2024.

Further, members can ascertain the status of unclaimed dividends declared in financial year 2017-18 from the website of the company i.e. www.shivalikrasayan.com.

RESERVES

During the financial year ended on 31st March, 2018 Rs. 5,13,44,006/- has been transferred to General Reserve.

FIXED DEPOSITS

No fixed deposits have been accepted from public during the financial year 2017-18.

DEPOSITS

The company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

ASSOCIATE COMPANY

The Company has one Associate Company having 39.04% of equity shares of M/s Medicamen Biotech Limited. The company has full management control in M/s Medicamen Biotech Limited (MBL).

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the company.

SUB-DIVISION OF SHARES

Your Board of Directors recommended to sub-divide its shares having face value of Rs. 10/- (Rupees Ten only) each into 2 (Two) fully paid-up Equity Shares having face value of Rs. 5/-(Rupees Five only) each which was approved and ratified by the shareholders through Postal Ballot. This has improved the liquidity in the market.

ISSUE OF BONUS SHARES

Your Board of Directors recommended the issue of Bonus Shares, considering the financial position of the Company in the ratio of 1 (One) equity share for every 4 (Four) existing equity share held by them, as fully paid-up.

Further, the Shareholders of the company approved the issue of Bonus Shares by capitalising the mount of Rs. 1,05,20,000 (Rupees One Crore Five Lakh Twenty Thousand only) from the securities premium account and / or general reserve of the Company as per the audited financial statements of the Company for the financial year ended 31st March, 2017 to those persons who are Members as on the record date.

DIRECTORS

During the year Mr. Sanjay Bansal was appointed as an Additional Director in non-executive capacity and Dr. Akshay Kant Chaturvedi was appointed as an Additional Director in executive Capacity with effect from 05.03.2018 & 30.03.2018 respectively. Further, the company has received resignation letter from Mr. Rajiv Mehta from his Directorship on the Board of the Company w.e.f. 05.03.2018.

Mr. Ashwani Kumar Sharma, retires by rotation and being eligible, offered himself for re-appointment.

Pursuant to the provisions of Section 149 of the Act, Mr. Harish Pande, Mr. Kailash Gupta, Mr. Puneet Chandra, Mr. Arun Kumar &Ms. Usha pande are Independent Directors of the Company. they have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been no change in the circumstances affecting their status as an Independent Director during the year.

The Board appointed Ms. parul Choudhary as the Company Secretary and Compliance Officer, to take over from Ms. priyanka Singh with effect from 1st August, 2017.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2018 are: Mr. Suresh Kumar Singh, Managing Director, Mr. Vinod Kumar, Chief Financial Officer and Ms. Parul Choudhary, Company Secretary.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the Annual Financial Statements for the year ended on 31st March, 2018 the applicable accounting standards have been followed.

b) the Company have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 under review.

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual financial statements have been prepared on a on-going concern basis.

e) the proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.

f) the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during Financial year 2018.

AUDITORS & AUDIT

Based on the performance and work of M/s Rai Qimat & Associates, Chartered Accountants as Statutory Auditors of the Company, it is recommended by the Board to appoint them for further five year i.e. from the Fortieth Annual General Meeting until the conclusion of Forty Fifth Annual general Meeting of the Company.

Appointment of M/s Rai Qimat & Associates, Chartered Accountants for further five year is being sought from the Members of the Company at the forthcoming Annual General Meeting.

As per the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s Rai Qimat & Associates, Chartered Accountants, for continuation of its appointment and a certificate, to the effect that its appointment, if continued, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.

The Company has adopted all the Ind AS except Ind As on Preliminary expenses, Pre-operative expenses and miscellaneous expenses. The said expenses were not significant.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITORS

The Board of Directors of your Company has appointed M/s, Puneet Gupta & Co., Chartered Accountants New Delhi as Internal Auditors in place of M/s Pawan K Singla & Co., Chartered Accountants pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2018-19.

COST ACCOUNTANT

Pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditor) Rules, 2014 the requirement of Cost Audit is not applicable on the Company. However, for Good Corporate Governance and for transparency in the work your Board of Directors has re-appointed M/s Cheena & Associates, Delhi, Cost Auditors (Firm Registration No.0397) as Cost Accountant of the Company for the financial year 2018-19 for maintaining the cost records of the Company.

SECRETARIAL AUDITORS

The Board of Directors of your Company has re-appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2018-19. The Report of the Secretarial Auditor is annexed to the Report as per Annexure “A”.

CORPORATE GOVERNANCE

A report on Corporate Governance together with Auditors’ certificate confirming compliance with Corporate Governance norms, as stipulated under SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report along with Report on Management Discussion and Analysis as Annexure “B”.

Disclosure under Companies Act, 2013

(i) Extracts of Annual Return

The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed as per Annexure “C”.

(ii) Meetings

During the year, Eight Board Meetings and Five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

(iii) Composition of Audit Committee

The Board has re-constituted its Audit Committee due to resignation of Mr. Rajiv Mehta which comprises of Mr. Harish Pande, Mr. Sanjay Bansal, Mr. Arun Kumar and Mr. Puneet Chandra. More details about the committee are given in the Corporate Governance Report.

(iv) Related Party Transactions

None of the transactions with any of related parties were in conflict with the Company’s interest. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements.

(v) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL

The Company’s internal control procedures have been planned and designed to provide reasonable assurance of compliance with various policies, practices and statutes in keeping with the Organization’s pace of growth and achieving the Organization’s objectives efficiently and economically.

The internal controls, risk management and governance processes are duly reviewed for their adequacy and effectiveness through periodic audits by the Internal Audit function.

A detailed note has been provided under Management Discussion and Analysis Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the Board & Committees was evaluated by the Board after seeking inputs from all the Directors & committee members on the basis of criteria such as the board & committee composition and structure, effectiveness of board processes, information and functioning, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Chairman of the Company and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the Independent Directors and meeting of Nomination and remuneration committee, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received necessary declaration from each of the Independent Directors of the company under section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company will be provided upon request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure “D”.

Sl.

Company

Nature of

Investment

No.

Transaction

(in Rs.Lakhs)

1.

Medicamen Biotech

Investment in

2,671.31

Limited

Shares

RELATED PARTY TRANSACTION

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The 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 E in Form No. AOC-2 and the same forms part of this report

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the company during the year. However, the company proposes to diversify in the high growth area of Pharmaceuticals API & intermediates which possess huge opportunities in the domestic and overseas market. The said diversification in the proposed segment provides an opportunity to the company to grow significantly and will also act as backward integration of the bulk drugs and formulations business of Medicamen Biotech Limited, an Associate company of Shivalik Rasayan Limited, thus creating synergies for the business.

SHARE CAPITAL

During the year the company has increased its Authorised capital from Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakhs Only) divided into 35,00,000 (Thirty Five Lakhs Only) Equity Shares of Rs.10/- (Rupees Ten) each to Rs.10,00,00,000/-(Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore Only) Equity Shares of Rs.10/-(Rupees Ten) each.

Further, the company has increased its paid up capital from Rs.3,42,00,000/- (Rupees Three Crore and Forty Two Lacs only) divided into 3420000 (Thirty Four Lacs and Twenty Thousand only) Equity Shares of Rs.10/- (Rupees Ten) each to Rs. 4,20,80,000/- (Rupees Forty Two crores and Eighty Thousand only) divided into 4208000 (Forty Two Lacs and Eight Thousand only) Equity Shares of Rs. 10/- (Rupees Ten) each by issuing 7,88,000 convertible warrants into Equity shares on Preferential basis to Promoter group and NonPromoter group.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Listing Regulations,2015, the Company has implemented an integrated risk management approach through which it reviews and assesses significant risks controls and mitigation in place. The Audit committee has additional oversight in the area of financial risk and control. At present the Company has not identified any element of risk which may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

No disclosures on corporate Social Responsibility are required as provision under Section 135 of the Companies Act, 2013 and Rules made thereunder are not applicable to the company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of The Companies (Accounts) Rules, 2014.

A. CONSERVATION OF ENERGY

Energy conservation has been an important thrust area of the management and is being continuously monitored and efforts to conserve and optimize the use of energy through improved operational methods and other means are being continued on an ongoing basis. We have persistent in our efforts to ensure reuse, recycling to the extent possible.

Wherever possible, energy conservation measures have already been implemented by your Company.

With growing concerns, there has been an exhaustive search made for means of alternative energy which may be considered for implementation in future and your Company would continue to explore alternative sources of energy in future. Sustainability is deeply rooted in all the operations of your Company.

B. TECHNOLOGY ABSORPTION / RESEARCH AND DEVELOPMENT

Efforts, in brief, made towards technology absorption, adaption and innovation. the Company as a matter of policy exposes its technical staff to latest technological developments by encouraging them to participate in domestic as well as global technical seminars and expositions; this helps them to further improve their knowledge and skills, which in turn results in better quality products and increased productivity.

Benefits derived as a result of the above efforts Product innovation and renovation, improvement in yield, product quality, input substitution, cost effectiveness and energy conservation as the major benefits.

Your Company has not imported any technology during last three years. However, the Company has spent on the research & development of various products as mentioned below:

The expenditure incurred on Research & Development is as below:

C. FOREIGN EXCHANGE EARNING AND OUTGO

During the period under review: CIF Value of Imports is Rs.2,08,33,854/-.

HUMAN RESOURCES

The goal of the Human Resources Department is to enable the organization to achieve its strategic objectives, while ensuring employees are engaged and motivated.

Training needs are identified to meet individual requirements through in-house training, on-the-job training and outdoor training as a continuous process. Trainings are classified on the basis of requirements like individual development on soft skills, professional & technical skills and management development program. Current efforts also include building skills, attracting and retaining talent and nurturing and developing leadership potential.

During the year under review, there was a cordial relationship with all the employees. there was no loss of production on account of any industrial unrest. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/ contractors, employees, government agencies, local authorities for their continued trust and support to the company.

For and on behalf of the Board

Sd/-

Rahul Bishnoi

Place : New Delhi Chairman

Date : 25th July, 2018 (DIN: 00317960)


Mar 31, 2016

DIRECTORS'' REPORT

TO THE MEMBERS

The Directors have pleasure in presenting this Thirty Eighth Annual Report together with the Audited Financial Statements and Auditors’ Report for the financial year ended on 31st March 2016.

WORKING RESULTS

The Sales of your company have increased by 3.25% and net profit increased by 47.73% during the year when compared to last year’s performance.

Financial Data (Rs. in Lac)

Current Year

Previous Year

Sales

4791.82

4640.93

Other Income

55.67

41.36

Profit for the year before Tax

398.91

272.37

Provision for taxation

135.10

88.35

Deferred Tax Assets/(Liability)

3.11

(3.32)

NET PROFIT FOR APPROPRIATION

266.93

180.69

DIVIDEND

In view of the future needs of funds for growth of the company dividend is not recommended in the current year.

CURRENT OUTLOOK

The profit before tax is Rs.398.91 Lacs. The management is hopeful to continue the profitability further. RESERVES

During the financial year ended on 31st March, 2016 no such amount has been transferred to Reserve. FIXED DEPOSITS

No fixed deposits have been accepted from public during the financial year 2015-16.

ASSOCIATE COMPANY

During the year the Company has acquired 44.12% equity shares of M/s Medic amen Biotech Limited in accordance with the Share Purchase Agreement with Promoters of M/s Medic amen Biotech Limited. The company took over the full management control in Medic amen Biotech Limited on 1st Jan, 2016. M/s Medic amen Biotech Limited is a Pharmaceutical manufacturing company having its manufacturing facilities at Bhiwadi (Rajasthan) and Haridwar (Uttarkhand) .

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anirudh Bishnoi, Director of the Company retire by rotation and being eligible, offers himself for re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/ Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended on 31st March, 2016 the applicable accounting standards have been followed.

b) that the Company has selected such accounting policies and applied them consistently and made judgment and estimates that were 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 under review.

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the annual financial statements have been prepared on a on-going concern basis.

e) that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company’s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company’s established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with Internal Auditors.

AUDITORS & AUDIT

The Statutory Auditors of the Company, M/s Rai Qimat & Associates, Chartered Accountants, Delhi (Firm Registration No.013152C), who were appointed as Statutory Auditors by the members for a period of Five years, subject to ratification by the members of the Company at every subsequent Annual General Meeting. Ratification for appointment of M/s Rai Qimat & Associates, Chartered Accountants for the Financial Year 2016-17 is being sought from the Members of the Company at the forthcoming Annual General Meeting.

As per the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s Rai Qimat & Associates, Chartered Accountants, for continuation of its appointment and a certificate, to the effect that its appointment, if continued, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.

The Members are requested to ratify the appointment of the Statutory Auditors as aforesaid and fix their remuneration.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITORS

The Board of Directors of your Company has re-appointed M/s Pawan K Singla & Co., Chartered Accountants, New Delhi (Firm Registration No.021595N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2016-2017.

COST ACCOUNTANT

The Board of Directors of your Company has re-appointed M/s Cheena & Associates, Delhi, Cost Auditors (Firm Registration No.0397) as Cost Accountant of the Company for the financial year 2016-17.

SECRETARIAL AUDITORS

The Board of Directors of your Company has re-appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2016-17. The Report of the Secretarial Auditor is annexed to the Report as per Annexure “A”.

CORPORATE GOVERNANCE

A report on corporate governance together with Auditors’ certificate confirming compliance with corporate governance norms, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report along with Report on Management Discussion and Analysis as Annexure “B”.

(i) Extracts of Annual Return

The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed as per Annexure “C”.

(ii) Meetings

During the year, Nine Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

(iii) Composition of Audit Committee

The Board has constituted Audit Committee, which comprises of Mr. Harish Pande, Mr. Rajiv Mehta and Mr. Anirudh Bishnoi. More details about the committee are given in the Corporate Governance Report.

(iv) Related Party Transactions

None of the transactions with any of related parties were in conflict with the Company’s interest. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements.

(v) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL

A detailed note has been provided under Management Discussion and Analysis Report.

BOARD EVALUATION

Pursuant to the Provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually.

The manner of evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of Ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company Secretary in this regards.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure “D”.

Sl. No.

Company

Nature of Transaction

Investment (in Rs. Lakhs)

1.

Medic amen Biotech Limited

Investment in Shares

1615.70

RELATED PARTY TRANSACTION

Company does all transaction at Arm Length Price if any transaction having related party transaction under section 188 of Companies Act, 2013 than mention in Form AOC-2 as Annexure “E”.

SUSTAINABILITY INITIATIVE

Your company is conscious of its responsibility towards preservation of Natural resources and continuously takes initiative to reduce consumption of electricity and water

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the company during the year.

SHARE CAPITAL

There was no change in the Company’s issued, subscribed and paid up equity share capital during the year.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Listing Regulations,2015, the Company has implemented an integrated risk management approach through which it reviews and assesses significant risks controls and mitigation in place. The Audit Committee has additional oversight in the area of financial risk and control. At present the Company has not identified any element of risk which may threaten the existence of the Company.

FAMILIARIZATION OF INDEPENDENT

The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the www.shivalikrasayan.in.

CORPORATE SOCIAL RESPONSIBILITY

No disclosures on Corporate Social Responsibility are required as provision under Section 135 of the Companies Act, 2013 and Rules made there under are not applicable to the Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of The Companies (Accounts) Rules, 2014.

A. CONSERVATION OF ENERGY

Energy conservation is a very important part of energy planning and its management. This is not only saves energy resources for future but also avoids wasteful utilization of energy. Energy conservation initiatives provide solution to the energy crisis, environmental degradation and pollution. The company is taking measures to achieve more efficiency in power and fuel consumption. The quality of coal used is being monitored to bring down consumption level.

B. TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

Efforts, in brief, made towards technology absorption, adaption and innovation. The Company as a matter of policy exposes its technical staff to latest technological developments by encouraging them to participate in domestic as well as global technical seminars and expositions; this helps them to further improve their knowledge and skills, which in turn results in better quality products and increased productivity.

Benefits derived as a result of the above efforts Product innovation and renovation, improvement in yield, product quality, input substitution, cost effectiveness and energy conservation as the major benefits.

C. FOREIGN EXCHANGE EARNING AND OUTGO

During the period under review: CIF Value of Imports is Rs.2,41,23,255/-.

PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, employees, government agencies, local authorities for their continued trust and support to the company.

for and on behalf of the Board

Sd/-

Place : New Delhi RAHUL BISHNOI

Dated : 12th August, 2016 Chairman

DIN : 00317960


Mar 31, 2015

TO THE MEMBERS

The Directors have pleasure in presenting this Thirty Seventh Annual Report together with the Audited Accounts of the company for the year financial year ended on 31st March 2015.

WORKING RESULTS

The Sales of your company have increased by 16.47% and net profit increased by 53.15% during the year when compared to last year's performance.

Financial Data (Rs. in Lac) Current Year Previous Year

Sales 4640.93 3984.79

Other Income 41.36 13.01

Profit for the year before Tax 272.37 178.97

Provision for taxation 88.35 58.93

Deferred Tax Assets/(Liability) (3.32) (2.06)

NET PROFIT FOR APPROPRIATION 180.69 117.98

DIVIDEND

In view of the future needs of funds for growth of the company dividend is not recommended in the current year.

CURRENT OUTLOOK

The profit before tax is Rs.272.37 Lacs. The management is hopeful to continue the profitability further. The per hectare usage of pesticides in India is still quite low in comparison to international standards. Therefore there is substantial growth potential in agro chemical business.

FIXED DEPOSITS

No fixed deposits have been accepted from public during the financial year 2014-15.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashwani Kumar Sharma, Directors of the Company retire by rotation and being eligible, offers himself for reappointment.

During the year, Mr. Arun Kumar (DIN 07031730) has been appointed as an Additional Director on the Board of the Company w.e.f. 14.02.2015.

During the year, Mrs. Usha Pande (DIN 07091890) has been appointed as an Additional Women Director on the Board of the Company w.e.f. 14.02.2015.

Your Directors welcome Mr. Arun Kumar and Mrs. Usha Pande on the Board of the Company.

All the independent Directors have given Declarations that they meet criteria of independence as laid down u/s 149(6) of the Companies Act, 2013 and Clause No.49 of the Listing Agreement.

Brief resume of the above Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/membership of the Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are given in Explanatory Statements to the Notice convening the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/ Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/ Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

i) that in the preparation of the Annual Financial Statements for the year ended on 31st March, 2015 the applicable accounting standards have been followed.

ii) that the Company has selected such accounting policies and applied them consistently and made judgment and estimates that were 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 under review.

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the annual financial statements have been prepared on a on-going concern basis.

v) that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with Internal Auditors.

AUDITORS & AUDIT

The Statutory Auditors of the Company, M/s Rai Qimat & Associates, Chartered Accountants, Delhi (Firm Registration No.013152C), who were appointed as Statutory Auditors by the members for conclusion of this Annual General Meeting. Their re-appointed as the auditors of the Company to hold office from the conclusion of this Annual General Meeting until conclusion of the Sixth Annual General Meeting from this Annual General Meeting (subject to ratification of the appointment by the members at every AGM held after this AGM) .

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITORS

The Board of Directors of your Company has appointed M/s Pawan K Singla & Co., Chartered Accountants, New Delhi (Firm Registration No.021595N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2015-2016.

COST AUDITORS

The Board of Directors of your Company has re-appointed M/s Cheena & Associates, Delhi, Cost Auditors (Firm Registration No.0397) as Cost Auditors of the Company for the financial year 2015-16.

SECRETARIAL AUDITORS

The Board of Directors of your Company has appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16. The Report of the Secretarial Auditor is annexed to the Report as per Annexure "A".

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange.

A separate Report on Corporate Governance alongwith Report on Management Discussion and Analysis is enclosed as part of the Annual Report as Annexure "B".

Disclosure under Companies Act, 2013

(i) Extracts of Annual Return

The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed as per Annexure "C".

(ii) Meetings

During the year, Eight Board Meetings and Five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

(iii) Composition of Audit Committee

The Board has constituted Audit Committee, which comprises of Mr. Harish Pande, Mr. Rajiv Mehta and Mr. Anirudh Bishnoi. More details about the committee are given in the Corporate Governance Report.

(iv) Related Party Transactions

None of the transactions with any of related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements.

(v) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL

A detailed note has been provided under Management Discussion and Analysis Report.

BOARD EVALUATION

Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually.

The manner of evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of Ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company Secretary in this regards.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure "D".

RELATED PARTY TRANSACTION

Company does all transaction at Arm Length Price if any transaction having related party transaction under section 188 of Companies Act, 2013 than mention in Form AOC-2 as Annexure "E".

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earn- ings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of The Companies (Accounts) Rules, 2014.

A. CONSERVATION OF ENERGY

Energy conservation is a very important part of energy planning and its management. This is not only saves energy resources for future but also avoids wasteful utilization of energy. Energy conservation initiatives provide solution to the energy crisis, environmental degradation and pollution. The com- pany is taking measures to achieve more efficiency in power and fuel consumption. The quality of coal used is being monitored to bring down consumption level.

B. TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

Efforts, in brief, made towards technology absorption, adaption and innovation. The Company as a matter of policy exposes its technical staff to latest technological developments by encouraging them to participate in domestic as well as global technical seminars and expositions; this helps them to further improve their knowledge and skills, which in turn results in better quality products and increased productivity.

Benefits derived as a result of the above efforts Product innovation and renovation, improvement in yield, product quality, input substitution, cost effectiveness and energy conservation as the major benefits.

C. FOREIGN EXCHANGE EARNING AND OUTGO

During the period under review: CIF Value of Imports is Rs.2,83,29,528/-

PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, custom- ers, suppliers/contractors, employees, government agencies, local authorities for their continued trust and support to the company.

for and on behalf of the Board Sd/- Place : New Delhi RAHUL BISHNOI Dated : 2nd Sept, 2015 Chairman DIN : 00317960


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting this Thirty Sixth Annual Report together with the audited accounts of the company for the year financial year ended on 31st March 2014.

WORKING RESULTS

The Sales of your company have increased by 23.19% and net profit increased by 26.97% during the year when compared to last year''s performance.

Financial Data (Rs. in Lac) Current Year Previous Year

Sales 3984.79 3234.63

Other Income 13.01 29.86

Profit for the year before Tax 178.97 135.43

Provision for taxation 58.93 40.62

Deferred Tax Assets/(Liability) (2.06) (1.88)

NET PROFIT FOR APPROPRIATION 117.98 92.92

DIVIDEND

The company has recovered accumulated losses and financial positions of the company does not allow this year to recommend any divided.

CURRENT OUTLOOK

The profit before tax is Rs.178.97 lacs. The management is hopeful to continue the profitability further.

Agrochemical industry has developed substantially in India and reached a size of approximately 1.33 lac metric tons, out of which 50% is exported. There are about 125 technical grade manufacturers and about 800 formulators in the Country. Despite the aforesaid growth in India, per hectare consumption of agrochemicals is only 0.58 kilogram as against 16.6 kilogram in Korea, 11 kilogram in Japan and 4.5 kilogram in USA. Hence there is a substantial potential for growth of this industry in India.

FIXED DEPOSITS

No fresh/renewal of deposits were accepted during the financial year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state as under:

i) That in the preparation of the annual accounts for the financial year ended on 31st March, 2014 the applicable accounting standards have been followed and that there has been no material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the annual accounts on a going concern basis.

The Audit Committee constituted by the Board reviews the internal control and financial reporting issues.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013, Shri Harish Pande and Shri Puneet Chandra, Directors, liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Company has received requisite notice(s) from the member(s) proposing the candidatures of Shri Rajiv Mehta and Shri Kailash Gupta for appointment as Director(s), liable to retire by rotation, as Independent Director(s).

Pursuant to Section 161 of the Companies Act, 2013, Shri Rajiv Mehta and Shri Kailash Gupta were appointed as Additional Directors on 25th January, 2014. All the above Directors shall hold office upto the date of 36th Annual General Meeting of the Company.

Brief resume of Directors seeking appointment/re-appointment along with other details as stipulated under Clause 49 of the listing agreement, are provided in the Notice for convening the Annual General Meeting.

STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s Rai Qimat & Associates, Chartered Accountants, Delhi (Firm Registration No.013152C), retire at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re-appointed. The Audit Committee and the Board of Directors recommends the re-appointment of M/s Rai Qimat & Associates, Chartered Accountants, as the Auditors of the Company till the conclusion of next annual general meeting.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDITORS

The Board of Directors of your Company has appointed M/s AMJ & Associates, Practicing Company Secretary, (Membership No.FCS-5832) Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15.

COST AUDITORS

The Cost Accountant of the Company, M/s Cheena & Associates, Cost Auditors, Delhi (Firm Registration No.0397) were appointed as Cost Auditors of the Company for the financial year 2013-14. Further the Board of Directors has re-appointed them as Cost Auditors for the financial year 2014-15.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange.

A separate Report on Corporate Governance alongwith Report on Management Discussion and Analysis is enclosed as part of the Annual Report.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of Section 274(1)(g) of the Companies Act, 1956. Your Directors have made necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

During the Year under report, none of the employee of the company was in receipt of remuneration equal to/exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956

LISTING FEES

The Annual Listing Fee had been paid to Delhi Stock Exchange where the company''s shares are listed.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

1. Disclosure of Particulars with respect to Conservation of Energy

2. Technology Absorption

The company could not undertake any technology absorption measures due to constraint of funds.

3. Foreign exchange earnings and outgo: Nil

PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, employees, government agencies, local authorities and banks for their continued trust and support to the company.

for and on behalf of the Board of Directors Sd/-

Place : New Delhi RAHUL BISHNOI Dated : 25th August, 2014 Chairman DIN : 00317960


Mar 31, 2013

Dear members,

The Directors have pleasure in presenting their 35th Annual Report together with an audited statement of account for the year ended on 31st March 2013 and Auditors'' Report thereon.

WORKING RESULTS

The Sales of your company have increased by 12.94% and net profit increased by 6.38% during the year when compared to last year''s performance.

Financial Data (Rs. in Lac) Current Year Previous Year

Sales 3234.63 2863.97

Other Income 29.86 23.16

Profit for the year before Tax 135.43 126.51

Provision for taxation 40.62 33.78

Deferred Tax Assets/(Liability) (1.88) (5.38)

NET PROFIT FOR APPROPRIATION 92.92 87.35

DIVIDEND

The company has recovered accumulated losses and financial positions of the company does not allow this year to recommend any divided.

CURRENT OUTLOOK

The profit before tax is Rs.135.43 lacs. The management is hopeful to continue the profitability further. CORPORATE GOVERNANCE

Your Company has fully complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance.

A report of Corporate Governance Practices and Management Discussion and Analysis are given as annexure to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm as under:-

a) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the directors have selected such accounting policies 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 or loss of the company for that period;

c) that the directors 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) that the directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Shri Tejasvi Bishnoi & Shri Ashwani Sharma retires by rotation and is eligible for re-appointment.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956, is attached herewith.

LISTING FEES

The Annual Listing Fee for the year 2012-13 had been paid to Delhi Stock Exchange where the company''s shares are listed.

AUDITORS

M/s Rai Qimat & Associates, Chartered Accountants, New Delhi retires at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. A letter has been received from them stating that the re-appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

COST AUDITORS

The company has appointed M/s Cheena & Associates, Cost Auditors for conducting Cost Audit for the financial year 2012-13

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

1. Disclosure of Particulars with respect to Conservation of Energy

2. Technology Absorption

The company could not undertake any technology absorption measures due to constraint of funds.

3. Foreign exchange earnings and outgo: Nil

PARTICULARS OF EMPLOYEES

There were no employees as per the requirements of Section 217(2A) of the Companies Act, 1956.

PERSONNEL

The company continued to maintain harmonious and cordial relations with its workers. The Directors wish to place on record their appreciation for the services and untiring efforts of the employees at all levels.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, employees, government agencies, local authorities for their continued trust and support to the company.

for and on behalf of the Board of Directors

Sd/- Place : New Delhi RAHUL BISHNOI Dated : 4th June, 2013 Chairman


Mar 31, 2012

Dear members,

The Directors have pleasure in presenting their 34th Annual Report together with an audited statement of account for the year ended on 31st March 2012 and Auditors'' Report thereon.

WORKING RESULTS

The Sales of your company have increased by 3.66% and net profit increased by 43.57% during the year when compared to last year''s performance.

Financial Data (Rs. in Lac) Current Year Previous Year

Sales 2863.97 2762.84

Other Income 23.16 15.17

Profit for the year before Tax 126.51 88.62

Provision for taxation 33.78 19.89

Deferred Tax Assets/(Liability) (5.38) (7.57)

NET PROFIT FOR APPROPRIATION 87.35 60.84

DIVIDEND

The company has recovered accumulated losses and financial positions of the company does not allow this year to recommend any divided.

CURRENT OUTLOOK

The profit before tax is Rs.126.51 lacs. The management is hopeful to continue the profitability further.

CORPORATE GOVERNANCE

Your Company has fully complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance.

A report of Corporate Governance Practices and Management Discussion and Analysis are given as annexure to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm as under:-

a) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the directors have selected such accounting policies 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 or loss of the company for that period;

c) that the directors 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) that the directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Shri Ashwani Sharma was re-appointed as the whole time Director of the Company effective from 18th July, 2012 for a period of 5 years i.e., up to 17th July, 2017 by the Board in view of his appreciable performance as Director of the company.

Shri Anirudh Bishnoi retires by rotation and is eligible for re-appointment.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956, is attached herewith.

QUALIFICATION IN THE AUDITORS'' REPORT

The qualifications in the Auditors'' Report have been well explained in the Notes to Financial Statements and are self-explanatory. Further, the Directors would like to clarify as under:-

The company has been making a provision towards the payment of gratuity liability in its books of account as per the provisions of the Payment of Gratuity Act, 1972. Similarly, liability towards leave encashment is being provided for encashable leave due to the employees on the basis of last salary drawn. Accounting Standard (AS) - 15 "Accounting for Retirement Benefits in the Financial Statements of Employers" issued by the Institute of Chartered Accountants of India, states that the liability towards retirement benefits should be ascertained and provided for on the basis of actuarial valuation. Further, it requires that the company should make contribution to a trust fund or insurer for this purpose. The circumstances of the company so far do not permit it to bear expenses for an Actuarial Valuation and contribute to a trust fund from the already scarce sources of funds. However, your Directors are hopeful that with the improving position of the company, steps will be taken to comply with the relevant provisions in the future.

LISTING FEES

The Annual Listing Fee for the year 2011-12 had been paid to Delhi Stock Exchange where the company''s shares are listed.

AUDITORS

M/s Rai Qimat & Associates, Chartered Accountants, New Delhi retires at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. A letter has been received from them stating that the re-appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

The company is taking measures to achieve more efficiency in power and fuel consumption. The quality of coal used is being monitored to bring down consumption levels.

2. Technology Absorption

The company could not undertake any technology absorption measures due to constraint of funds.

3. Foreign exchange earnings and outgo: Rs. 287.73 Lacs PARTICULARS OF EMPLOYEES

There were no employees as per the requirements of Section 217(2A) of the Companies Act, 1956.

PERSONNEL

The company continued to maintain harmonious and cordial relations with its workers. The Directors wish to place on record their appreciation for the services and untiring efforts of the employees at all levels.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, employees, government agencies, local authorities for their continued trust and support to the company.

for and on behalf of the Board of Directors Sd/-

Place : New Delhi RAHUL BISHNOI Dated : 4th June, 2012 Chairman SHIVALIK RASAYAN LIMITED


Mar 31, 2011

Dear members,

The Directors have pleasure in presenting their 33rd Annual Report together with an audited statement of account for the year ended on 31st March 2011 and Auditors'' Report thereon.

WORKING RESULTS

The Sales of your company have increased by 27.64% and net profit increased by 48.17% during the year when compared to last year''s performance.

Financial Data (Rs. in Lac) Current Year Previous Year

Sales 2762.84 2164.63

Other Income 15.17 13.36

Profit before Depreciation 99.67 69.92

Depreciation 11.49 9.73

Profit for the year before Tax 88.18 60.19

Provision for taxation 19.75 19.40

Deferred Tax Assets/(Liability) (7.57) 0.49

NET PROFIT FOR APPROPRIATION 60.84 41.28

DIVIDEND

The company has recovered accumulated losses and financial positions of the company does not allow this year to recommend any divided.

CURRENT OUTLOOK

The net profit before depreciation is Rs.99.67 lacs. The management is hopeful to continue the profitability further.

CORPORATE GOVERNANCE

Your Company has fully complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance.

A report of Corporate Governance Practices and Management Discussion and Analysis are given as annexure to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm as under:-

a) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the directors have selected such accounting policies 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 or loss of the company for that period;

c) that the directors 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) that the directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Shri Puneet Chandra retires by rotation and is eligible for re-appointment.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956, is attached herewith.

QUALIFICATION IN THE AUDITORS'' REPORT

The qualifications in the Auditors'' Report have been well explained in the Notes to Financial Statements and are self-explanatory. Further, the Directors would like to clarify as under:-

The company has been making a provision towards the payment of gratuity liability in its books of account as per the provisions of the Payment of Gratuity Act, 1972. Similarly, liability towards leave encashment is being provided for encashable leave due to the employees on the basis of last salary drawn. Accounting Standard (AS) - 15 "Accounting for Retirement Benefits in the Financial Statements of Employers" issued by the Institute of Chartered Accountants of India, states that the liability towards retirement benefits should be ascertained and provided for on the basis of actuarial valuation. During the year, your company has created a trust namely Shivalik Rasayan Limited Employee Group Gratuity Trust and actuarial valuation of Gratuity liability arrived at Rs. 32,68,960/-. Out of this a sum of Rs. 19,82,513/- has been paid to life Insurance Corporation of India.

LISTING FEES

The Annual Listing Fee for the year 2010-11 had been paid to Delhi Stock Exchange where the company''s shares are listed.

AUDITORS

M/s Kailash K. Gupta & Associates, Chartered Accountants, New Delhi retires at the conclusion of this Annual General Meeting. M/s Rai Qimat & Associates, Chartered Accountants is being eligible, offer themselves for appointment of Auditor of the company, till the conclusion of next Annual General Meeting of the company. A letter has been received from them stating that the re-appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

1. Disclosure of Particulars with respect to Conservation of Energy

2. Technology Absorption

The company could not undertake any technology absorption measures due to constraint of funds.

3. Foreign exchange earnings and outgo: Rs. 294.49 Lacs PARTICULARS OF EMPLOYEES

There were no employees as per the requirements of Section 217(2A) of the Companies Act, 1956. PERSONNEL

The company continued to maintain harmonious and cordial relations with its workers. The Directors wish to place on record their appreciation for the services and untiring efforts of the employees at all levels.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, employees, government agencies, local authorities for their continued trust and support to the company.

for and on behalf of the Board of Directors

Sd/- Place : New Delhi RAHUL BISHNOI Dated : 1st July, 2011 Chairman

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