Shivalik Bimetal Controls Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors is honored to present the 41^st Annual Report, accompanied by the Audited Financial Statements of
the Company, for the financial year ended March 31,2025. This report provides a comprehensive overview of the Company’s
financial and operational performance, including both standalone and consolidated results. References to the consolidated
performance, encompassing the Company and its subsidiaries, have been made where applicable to ensure a holistic
representation of the business.

FINANCIAL HIGHLIGHTS

PARTICULARS	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	43,721.05	44,940.44	50,834.78	50,892.90
Other Income	1,237.68	2,039.36	1,284.42	1,912.40
Total Revenue	44,958.73	46,979.80	52,119.20	52,805.30
Operating Expenditure	33,950.41	34,703.01	40,463.02	40,264.06
Profit/(Loss) before Interest, Depreciation, Tax & Exceptional Items	11,008.32	12,276.79	11,656.18	12,541.24
Finance Cost	291.43	436.71	374.99	492.98
Depreciation	980.79	1,011.46	1177.61	1,205.20
Profit/ (Loss) before Taxes & Exceptional items	9,736.10	10,828.62	10,103.58	10,843.06
Share of Profit in Joint Venture/Associate	-	-	167.51	332.39
Profit/ (Loss) before Tax	9,736.10	10,828.62	10,271.09	11,175.45
Tax Expense	2,476.75	2,715.24	2,565.56	2,748.91
Profit/ (Loss) after Tax	7,259.85	8,113.38	7,705.53	8,426.54
Other comprehensive income	(16.97)	(16.32)	(22.98)	(19.32)
Total Comprehensive Income for the Period	7,242.88	8,097.06	7,682.55	8,407.22

PER SHARE DATA

PARTICULARS	FY 2024-25	FY 2023-24
Book Value per share	67.30	56.93

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments which can affect the
Company’s financial position of the Company between the end of the Financial Year and the date of this Report.

COMPANY’S PERFORMANCE

Shivalik Bimetal Controls Limited continued to grow in
FY 2024-25 despite the complexities of the global market
environment. FY2024-25 has been an interesting year,
marked by resilience in steady revenue growth, and
significant achievements in profitability. Amidst a dynamic
global environment marked by inventory recalibration and
uneven recovery across verticals, SBCL delivered a resilient
financial performance for FY25, supported by margin
preservation, shunt resistor product outperformance, and
continued discipline in capital deployment. The Company
is proud to maintain a debt-free status as of both in its
operational capacity and on its books, reflecting our strong
financial management and strategic planning. This prudent
approach to debt ensures we have the financial flexibility
to invest in growth opportunities and navigate economic
uncertainties effectively.

Some of the Key highlights of the year were:

• Profitability Improvement in Q4 FY25: SBCL’s standalone
results for the fourth quarter of fiscal year 2025 show an
improvement in profitability. Standalone EBITDA for Q4
FY25 increased by 24.87% to T26.47 Crore from T21.20
Crore in Q4 FY24. The standalone EBITDA margin also
saw an expansion of 422 basis points, reaching 23.17%
in Q4 FY25 compared to 18.96% in the same period last
year.

• PBT and Margin Momentum in Q4 FY25: Profit before
tax (excluding other income) grew 31.48% YoY to
T23.12 Crore in Q4 FY25, compared to T17.58 Crore
in Q4 FY24. PBT margin expanded by 451 basis points
to 20.24% from 15.73% last year. For the full year FY25,
PBT stood at T84.70 Crore versus T87.74 Crore in FY24,
with PBT margin steady at 19.37%, reflecting sustained
operating leverage despite a modest decline in topline.

• Maintenance of Profitability Levels in Full Year FY25: For
the full fiscal year 2025, SBCL generally maintained its
standalone profitability margins. The standalone EBITDA
margin for FY25 was 22.28%, showing a limited decrease
of 47 basis points from 22.75% in FY24. This occurred
despite a -2.72% change in standalone revenue from
operation for FY25 compared to FY24. Consolidated
EBITDA margin for FY25 was 20.35%, a change of (50)
bps from 20.85% in FY24, with consolidated revenue
showing a marginal change of -0.11%.

Shunt Resistors in India steps up: The standalone Shunt
Resistors posted 3.68% value growth and 6.16% volume
growth in FY2025. India led the expansion with a 31.31%
increase in sales, rising from ''51.06 crore to ''67.04
crore. Europe and Asia excluding India recorded strong
contributions with YoY value growth of 20.74% and 22.69%,
respectively, helping offset softer trends in the USA. Shunt
Resistors accounted for ~49% of standalone revenue in
FY25. Exports formed 56.22% of revenue, with improved
geographic mix including Southeast Asia, Europe, and
the Middle East, highlighting the product’s growing global
relevance.

Consolidated Audited Financials for the FY 2024-25

SBCL maintained a strong revenue performance, achieving
''52,119.20 Lakhs on a consolidated basis this year. While
slightly lower than the previous year’s '' 52,805.30 Lakhs,
the company continued to demonstrate resilience in a
dynamic market. On the profitability front, SBCL delivered
impressive results, with Core EBITDA reaching '' 11,656.18
Lakhs, reinforcing its ability to drive operational efficiency.
Additionally, net profits saw a positive trajectory, standing
at ''7,705.53 Lakhs this year, reflecting solid financial
management and strategic execution. SBCL remains
committed to sustainable growth and profitability in the
years ahead.

EXPANSION

We witness capacity expansion in across all phases
of innovation. Our joint venture and association with
international partners have further helped us expand our
production and distribution network. Our strategic expansion
ensures that our product/component reaches every corner
of the country, fortifying our overall presence and enabling us
to meet the growing demand for our products/components
while maintaining an improving quality.

Towards a significant strategic move and commitment to
Europe a key regional growth frontier. Shivalik Bimetal
Controls Limited has taken a bold step in expanding its
footprint in Europe by establishing a wholly-owned subsidiary
in Italy. This strategic move enhances operational agility,
allowing the company to engage more effectively with the
market while optimizing cost efficiency by eliminating agency
commissions. By leveraging its dual expertise in Shunt and

Bimetal products, Shivalik is well-equipped to strengthen its
market position and drive profitability across the region. This
initiative underscores the company’s commitment to growth
and innovation in a key strategic frontier.

PERFORMANCE OF THE JOINT VENTURE / WHOLLY
OWNED SUBSIDIARY COMPANIES

As of March 31,2025, the Company has three wholly owned
subsidiaries and one joint venture. In accordance with
Section 129(3) of the Companies Act, 2013, a statement
summarizing the key financial details of the Company’s
subsidiaries and joint ventures, presented in Form AOC-1, is
attached as Annexure-A. Furthermore, pursuant to Section
136 of the Act, the standalone and consolidated financial
statements of the Company, along with relevant documents
and separately audited accounts of its subsidiaries, are
accessible on the Company’s website. The Company
remains committed to transparency and will provide the
annual accounts of its subsidiaries, along with detailed
related information, to shareholders upon specific request.

The key highlights of the Wholly Owned Subsidiary and Joint
Venture Companies are outlined below:

a) Joint Venture Company

i) Innovative Clad Solutions Private Limited

For the financial year ended March 31, 2025, the
Company demonstrated resilience, achieving a
turnover of ''15,543.53 Lakhs. While slightly lower
than the previous year’s ''19,189.38 Lakhs, this
reflects the Company’s ability to navigate a dynamic
business environment while maintaining operational
stability. Additionally, the profit after tax stood at
'' 1,005.67 Lakhs, showcasing sustained profitability
and a strong foundation for future growth. The
Company remains committed to strategic initiatives
that will drive long-term value and strengthen its
financial position.

b) Wholly Owned Subsidiary Companies

i) Shivalik Engineered Products Private Limited

For the financial year ended March 31, 2025,
the Company achieved significant growth, with
turnover rising to '' 7,179.07 Lakhs an increase of
19.99% from '' 5,983.42 Lakhs in the previous year.
Additionally, the profit after tax saw remarkable
improvement, reaching '' 351.88 Lakhs, reflecting
a 73.37% increase from '' 202.97 Lakhs in the
previous year. This strong financial performance
underscores the Company’s strategic execution,
operational efficiency, and ability to capitalize on
market opportunities. With sustained momentum,
the Company is well-positioned for continued
success.

ii) Shivalik Bimetal Engineers Private Limited

For the financial year ended March 31, 2025, the
Company navigated a challenging year. The turnover
stood at ''18.65 Lakhs, reflecting a transitional
phase compared to '' 100.00 Lakhs in the previous
year. Additionally, the profit after tax reached '' 5.74
Lakhs, demonstrating the Company’s commitment
to efficiency and adaptability in evolving business
conditions. With a focus on strategic growth and
innovation, the Company continues to build a strong
foundation for future success.

iii) Shivalik Bimetals Europe SRL (Limited Liability
Company) in Italy, Europe. (incorporate on October
10, 2024 and registered on October 21,2024)

For the financial year ended March 31, 2025, the
Company achieved a turnover of '' 95.12 Lakhs
and the profit after tax for the year amounted to
'' 0.43 Lakhs.

DIVIDEND

The Board of Directors of the Company had approved
a Dividend Distribution Policy, in accordance with the
Securities and Exchange Board of India (Listing Obligations
& Disclosure Requirements) Regulations, 2015. The
Policy is available on the Company’s website: https://www.
shivalikbimetals.com/about-us.php?pageId=32

In terms of the policy, equity shareholders of the Company
may expect dividend, if the Company has surplus funds
and after taking into consideration the relevant internal and
external factors enumerated in the policy for declaration of
dividends.

Under this policy, the Company maintains a dividend
payout range of 5% to 20% of the annual profit after tax on
Standalone Financials, In line with this commitment, for the
year 2024-25, the Board of Directors declared an interim
dividend of '' 1.20/- per equity share (60% of the nominal
value) in its meeting on February 12, 2025, with a total
payout of '' 6.91 Crores, which was successfully distributed
on February 28, 2025.

Further reinforcing shareholder returns, the Directors have
proposed a final dividend of '' 1.50/- per equity share (75%
of the nominal value) for the financial year ended March 31,
2025, subject to approval at the annual general meeting, this
final dividend will entail a cash outflow of '' 8.65 Crores.

With this, the total dividend per equity share for FY 2024-25
stands at '' 2.70/- (135% of the nominal value), amounting
to a total dividend payout of '' 15.56 Crores. This dividend
policy reflects the Company’s unwavering focus on financial
strength, sustainable growth, and value creation for its
stakeholders.

The Board of Directors has decided to retain the entire
amount of Profit in the Profit & Loss account. Accordingly, the
company has not transferred any amount to the “Reserves”
for the year ended March 31,2025.

PUBLIC DEPOSITS

During the year under review, your Company has not invited
or accepted any deposits from the public/shareholders
under Sections 73 and 74 of the Companies Act, 2013.

SHARE CAPITAL

The Company’s Authorised Share capital during the financial
year ended March 31, 2025, remained at '' 15,00,00,000
(Rupees Fifteen Crore Only) consisting of 75000000 (Seven
Crore Fifty Lakhs Only) equity shares of '' 2/- (Rupee Two
Only) each.

The Company’s paid-up equity share capital remained at
'' 11,52,08,400 (Rupee Eleven Crores Fifty-Two Lakhs Eight
Thousand Four Hundred Only) comprising 57604200 (Five
Crore Seventy-Six Lakhs Four Thousand Two Hundred Only)
equity shares of '' 2/- each. During the year under review, the
Company has not issued shares with differential voting rights
nor granted stock options nor sweat equity.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has maintained a structured approach to
board governance and leadership transitions in accordance
with Section 152 of the Companies Act, 2013 and its Articles
of Association. At the forthcoming 41 ^st Annual General
Meeting, Mr. G S Gill will retire by rotation and has offered
himself for re-appointment, with the proposal included in the
AGM notice for shareholder approval.

During FY 2024-25, the Company strengthened its leadership
team with the appointment of Mr. Kabir Ghumman (DIN:
01294801) as Whole Time Director and Mrs. Sukrita Goyal
(DIN: 07576423) as Non-Executive Independent Director,
effective August 29, 2024, following the Annual General
Meeting on September 26, 2024, for a term of five years.

The Company extends its deepest appreciation to Mrs.
Harpreet Kaur (DIN: 07012657) and Mr. S. S. Sandhu (DIN:
00002032), who stepped down as Directors on October 28,
2024, and November 6, 2024, respectively. Their invaluable
contributions and leadership have been instrumental in the
Company’s growth.

Following these changes, the Board of Directors, in its
meeting on November 6, 2024, appointed Mr. Sumer
Ghumman (DIN: 00705941) as an additional director and Mr.
Narinder Singh Ghumman as Chairman of the Board. As part
of this transition, the Board reconstituted key committees,
including the Audit Committee, Stakeholder Relationship and
Share Transfer Committee, Corporate Social Responsibility
Committee, and Risk Management Committee, ensuring
efficient oversight and governance.

Further strengthening leadership, at the Extraordinary
General Meeting held on January 31, 2025, the Company
appointed Mr. Sumer Ghumman as Whole Time Director,
elevated Mr. Kabir Ghumman as Managing Director, and
redesignated Mr. Narinder Singh Ghumman as Whole Time
Director for a five-year term, effective January 31, 2025.
Subsequently, on February 12, 2025, the Board again
reconstituted the Audit Committee, Stakeholder Relationship
and Share Transfer Committee, and the Corporate Social
Responsibility Committee to align with its evolving business
needs.

The revised committee compositions are detailed in the
Corporate Governance Report.

Further, the board of director(s) in its meeting held on August
13, 2025 on recommendation of Nomination & Remuneration
Committee proposed to appoint Dr. Shrikant Baldi (DIN:
01763968) as a Non-Executive Independent Director of the
Company.

Accordingly, a Special Resolution, proposing the appointment
of Dr. Shrikant Baldi, as Non-Executive Independent Director
of the Company forms part of the Notice of the 41^st AGM of
the Company.

Throughout the year under review, the Company’s Non¬
Executive Directors maintained transparent governance,
with no pecuniary relationships or transactions with the
Company, apart from sitting fees for attending Board and
Committee meetings.

With these leadership developments, the Company remains
focused on strong governance, strategic expansion, and
sustained success.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declaration from
Independent Directors in accordance with Section 149(7) of
the Companies Act, 2013 (“the Act”) and Regulation 25(8)
of the Listing Regulations that he/she meets the criteria of
independence as laid out in Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations. The Board of
Directors is of the opinion that all the Independent Directors
meet the criteria regarding integrity, expertise, experience
and proficiency.

In terms of Section 150 of the Companies Act, 2013 read
with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered
themselves with the databank maintained by the Indian
Institute of Corporate Affairs (“IICA”)

ANNUAL RETURN

The Annual Return of the Company in accordance with
Section 92(3) of the Companies Act, 2013 is available on the
website of the Company: https://www.shivalikbimetals.com/
annual return.php

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

In accordance with the Companies Act, 2013 and the
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Board conducted its annual
performance evaluation, ensuring robust governance and
operational effectiveness. This comprehensive assessment
covered the Board’s overall performance, individual
Directors, and various Committees, following the structured
evaluation framework recommended by the Nomination and
Remuneration Committee.

To facilitate this process, structured assessment forms were
employed, examining key aspects such as Board structure,
meeting efficiency, strategic direction, governance practices,
financial reporting, internal controls, and risk management.
The evaluation of Committees was based on their mandated
terms of reference, effectiveness, and engagement, including
their meeting frequency and contributions.

For individual Directors, the assessment focused on their
engagement, contributions, and objective judgement, while
Executive Directors were evaluated on leadership qualities,
strategic planning, communication, and Board engagement.
The Chairman’s evaluation was centered around the core
responsibilities of his role, ensuring effective leadership and
decision-making.

The performance evaluation of Independent Directors was
conducted by the entire Board, while the assessment of the
Chairman, Board as a whole, and Non-Independent Directors
was carried out separately by the Independent Directors at
their designated meeting.

Following this thorough review, the Board of Directors
expressed satisfaction with the evaluation process,
reaffirming their commitment to strong governance,
leadership excellence, and continuous improvement.

NUMBER OF MEETINGS OF THE BOARD

During the year, 08 (Eight) Board Meetings were convened
and held, the details of which are given in the Corporate
Governance Report. The intervening gap between the
Meetings was within the period prescribed under the
Companies Act, 2013 and Regulation 17 of the SEBI Listing
Regulation.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

AUDITORS

a) Statutory Auditors and their Report

In accordance with the provisions of the Companies
Act, 2013 and Companies (Audit & Auditors) Rules,
2014, M/s. Arora Gupta & Co., Chartered Accountants
(Firm Registration No. 021313C) were re-appointed as
Statutory Auditors of the Company for a period of 5
years in the 38^th Annual General Meeting (AGM) held on
September 27, 2022 until the conclusion of 43^rd AGM
to be held in the year 2027. There are no qualifications,
reservations or adverse remarks or disclaimers made by
the Statutory Auditors in their Audit Report for the year
ended March 31,2025.

b) Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
The Board of Directors re-appointed M/s R. Miglani &
Co., Practising Company Secretaries, as Secretarial
Auditor to carry out the Secretarial Audit of the Company
for the financial year 2024-25. The Report given by the
Secretarial Auditor for the said financial year in Form
MR-3 is annexed herewith as ‘Annexure-B (1)’ to the
Board’s Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies
Act, 2013, based on the recommendation of the
Audit Committee, the Board has recommended
the appointment of M/s R. Miglani & Co., Practising
Company Secretaries, a peer reviewed firm (PR No.
2392/2022), as the Secretarial Auditors of the Company
for a first term of five consecutive years, from April 1,
2025 to March 31, 2030 subject to the approval of the
Members in the ensuing AGM.

M/s R. Miglani & Co, Practising Company Secretaries
have confirmed their eligibility and qualification required
under the Act for holding the office, as the Secretarial
Auditors of the Company in the terms of the provisions
of the Listing Regulations, the Companies Act, 2013 and
the rules made thereunder.

Accordingly, an Ordinary Resolution, proposing the
appointment of M/s R. Miglani & Co, Practising Company
Secretaries, as Secretarial Auditor of the Company
forms part of the Notice of the 41^st AGM of the Company.

Secretarial Audit of Material Unlisted Subsidiary
As per the provisions of Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. M/s R. Miglani & Co., Practicing
Company Secretaries undertaken secretarial audit of
the material subsidiary of the Company i.e., Shivalik
Engineered Products Pvt. Ltd. for the FY 2024-25.
The Audit Report confirms that the material subsidiary
has complied with the provisions of the Act, Rules,
Regulations and Guidelines and that there were no
deviations or non-compliances. The Report of the
Secretarial Audit is annexed herewith as Annexure -
B(2).

Annual Secretarial Compliance Report
Pursuant to Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, every
listed entity shall submit a secretarial compliance report
in such form as specified, to stock exchanges, within
sixty days from end of each financial year. The Annual
Secretarial Compliance Report has been submitted to
the Stock Exchanges on May 29, 2025 which is within
60 days of the end of the financial year ended March 31,
2025.

c) Cost Auditor

The Company is required to maintain the cost records
as specified by the Central Government under sub
section (1) of Section 148 of the Companies Act, 2013
read with companies (Cost Records and Audit) Rules,
2014. Accordingly, such accounts and records are made
and maintained by the Company. The cost audit for the
financial year ended March 31,2025, was conducted by
Mr. Ramawatar Sunar, Cost Accountants, (FRN: 100691)
and as required, the cost audit report was duly filed with
the Ministry of Corporate Affairs, Government of India.

Being eligible, Mr. Ramawatar Sunar has consented to
act as the Cost Auditor of the Company for the financial
year 2025-26. Mr. Ramawatar Sunar has further certified
that his re-appointment is within the limits as prescribed
under Section 141(3)(g) of the Act and that he is not
disqualified from such re-appointment within the
meaning of the said Act. The remuneration proposed to
be paid to Mr. Ramawatar Sunar, subject to ratification
by the Company’s shareholders at the AGM, has been
set out in the Notice of the next AGM.

As required under the Act, a resolution seeking
members’ approval for the remuneration payable to the
Cost Auditor forms part of the Notice convening the
forthcoming 41^st Annual General Meeting.

Reporting of frauds by Auditors
During the financial year 2024-25 and in terms of
section 143(12) of the Act, the Statutory Auditors,
Secretarial Auditor and Cost Auditor of the Company
have confirmed that they have not came across any
event indicating the commitment of any fraud by the
officers or employees of the Company. Therefore, no
reporting under the said provision was required.

SECRETARIAL STANDARDS

Your Company is in compliance with the revised Secretarial
Standards on Meetings of the Board of Directors (SS-1) and
Secretarial Standards on General Meetings (SS-2) issued by
The Institute of Company Secretaries of India.

RISK MANAGEMENT

We have a robust Enterprise Risk Management (ERM)
framework focused on identification, evaluation, prioritization
and mitigation of all internal and external risks. The findings
are reported to the Board & Risk Management Committee

(RMC). The Board and the RMC play an important role to
ensure all the relevant risk factors, are considered by the
management, and a strategy is in place to mitigate risks to the
extent possible and harness opportunities. Our framework is
underpinned by a risk management policy as recommended
by the RMC and approved by the Board.

INTERNAL FINANCIAL CONTROL

The Company has an Internal Financial Control System
commensurate with the size, scale and complexity of its
operations. The scope of the Internal Audit is decided by the
Audit Committee and the Board. To maintain its objectivity
and independence, the Board has appointed an external
Internal Auditor, which reports to the Audit Committee of the
Board on a periodic basis.

The Internal Auditor monitors and evaluates the efficacy and
adequacy of Internal Control Systems in the Company, its
compliance with operating systems, accounting procedures
and policies for various functions of the Company. Based
on the report of Internal Auditor, process owners undertake
corrective action wherever required in their respective
areas and thereby strengthen the controls further. Audit
observations and actions taken thereof are presented to the
Audit Committee of the Board on periodic basis.

During the reporting year, Internal Financial Controls laid
down by the Board were tested for adequacy & effectiveness
and no reportable material weakness in the design or
operations was observed. The Company has policies and
procedures in place for ensuring proper and efficient conduct
of its business, safeguarding of assets, prevention and
detection of frauds and errors, accuracy and completeness
of accounting records and timely preparation of reliable
financial information. Statutory Auditors have also given
unmodified audit opinion on adequacy of internal financial
control systems with reference to financial statements.

CORPORATE GOVERNANCE REPORT

At Shivalik, we ensure that we evolve and follow the corporate
governance guidelines and best practices diligently, not just
to boost long-term shareholder value but also to respect the
rights of the minority. We consider it our inherent responsibility
to disclose timely and accurate information regarding the
company’s operations and performance, leadership, and
governance. A report on Corporate Governance including
the relevant Auditors’ Certificate regarding compliance
with the conditions of Corporate Governance as stipulated
in Regulation 34 (3) read with Part E of Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed and forms part of the Annual
Report as ‘Annexure - C’.

RELATED PARTY TRANSACTIONS

In compliance with the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015, the Company has formulated a Policy on
dealing with Related Party Transactions (RPTs) as approved
by the Board which is available on the Company’s website
and can be accessed at https://www.shivalikbimetals.com/
pdf/RPT-Policy-Final.pdf

In line with its stated policy, all Related Party transactions
are placed before the Audit Committee for review and
approval. Prior approval of the Audit Committee is taken
for the estimated value of transactions which are foreseen
and repetitive in nature. Omnibus approval in respect of
transactions which are not routine, or which cannot be
foreseen or envisaged are also obtained as permitted under
the applicable laws.

The details of transactions proposed to be entered with
Related Parties are placed before the Audit Committee for
approval on an annual basis before the commencement of
the financial year. Thereafter, a statement containing the
nature and value of the transactions entered by the Company
with Related Parties is presented for quarterly review by the
Committee. Further, revised estimates or changes, if any to
the proposed transactions for the remaining period are also
placed for approval of the Committee on a quarterly basis.

During the year, the Company had not entered into any
related party transactions which could be considered
‘material’ in terms of Section 188 of the Act and rules made
thereunder and according to the policy of the Company on
materiality of Related Party Transactions. Accordingly, there
are no transactions that are required to be reported in Form
AOC-2. However, you may refer to Related Party transactions
in Note No. 43 of the Standalone Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, the Company has been
undertaking and participating in the socially important projects
in the fields of healthcare, education, environment conservation,
rural development, among others.

The Company has also framed a CSR Policy in accordance
with the provisions of the Companies Act, 2013 and rules made
thereunder. The CSR Policy of the Company, the Projects
approved by the Board, the composition of the CSR Committee
and other relevant details are disclosed on the website of the
Company at https://www.shivalikbimetals.com/about-us.
php?pageId=32

The Annual Report on the CSR activities undertaken by
the Company during the financial year under review, in the
prescribed format is annexed to this Report as ‘Annexure - D’.

PARTICULARS OF EMPLOYEES

Details as required under the provisions of Section 197(12)
of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is set out in ‘Annexure- E’ to the
Board’s Report. 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 set out in the said rules forms part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Your company is reporting on the said requirement and
giving an overview of the initiatives taken by the Company
from an environmental, social and governance perspective
in a separate section of the Annual Report and forms part of
it. The report on Business Responsibility and Sustainability
Reporting is attached herewith as ‘Annexure - F’

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the
nature of business.

CREDIT RATINGS

The Credit Rating Agency CRISIL has reaffirmed its ratings
assigned to various bank facilities of the company as per
below: -

Rating Action

Total Bank Loan Facilities Rated	'' 115 Crore
Long Term Rating	CRISIL A/Stable (Reaffirmed)
Short Term Rating	CRISIL A1 (Reaffirmed)

STATEMENT THAT THE COMPANY HAS COMPLIED
WITH PROVISIONS RELATING TO THE CONSTITUTION
OF INTERNAL COMPLAINTS COMMITTEE UNDER THE
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company has implemented a policy on Prevention,
Prohibition and Redressal of Sexual Harassment of women in
the workplace. The Company has duly constituted an Internal
Complaints Committee according to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company is committed to creating a safe and
healthy working environment. The Company believes that all
individuals have the right to be treated with dignity and strives
to create a workplace which is free of gender bias and Sexual
Harassment. The Company has a zero-tolerance approach
to any form of Sexual Harassment. The policy has been
displayed on the website of the Company under the head of
investor relation/ Shivalik corporate policy tab at https://www.
shivalikbimetals.com/about-us.php?pageId=32

During the Financial Year 2024-25 complaints status as per
below:

Number of	Number of	Number of
Complaints	complaints	complaints
filed during the	disposed off	pending as
financial year	during the year	on end of the
	and	financial year
Nil	Nil	Nil

The said disclosure is in line with the Companies (Accounts)
Second Amendment Rules, 2025.

STATEMENT BY THE COMPANY WITH RESPECT TO THE
COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961

The company confirms its compliance with the provisions
of the Maternity Benefit Act, 1961. All eligible employees
are granted maternity leave and related benefits as per
the statutory requirements, and the organization remains
committed to maintaining a supportive and inclusive
workplace.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has a well-established whistle blower policy
as part of vigil mechanism for Directors and employees
to report concerns about unethical behaviour, actual or
suspected fraud or violation of the Company’s Code of
conduct or ethics policy. This mechanism also provides for
adequate safeguards against victimization of Director(s)/
employee(s) who avail of the mechanism and provides for
direct access to the Chairman of the Audit Committee in
exceptional cases. The Whistle blower policy is available
on the Company’s website at the following link https://www.
shivalikbimetals.com/about-us.php?pageId=32

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR.

During the year under review, no application has been made
nor any proceedings are pending under the Insolvency and
Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the financial year 2024-25, no such valuation done
and transaction took place with regard to any one-time
settlement.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b) they have selected such accounting policies and applied
them consistently, and made judgments and estimates

that are reasonable and prudent 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 and loss of the
Company for the year ended on March 31,2025;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records following
the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud
and other irregularities;

d) they have prepared the annual accounts on a going
concern basis;

e) they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively
and

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

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

Matching the needs of the Company and enhancing the
competencies of the Board are the basis for the Nomination
and Remuneration Committee to select a candidate for
appointment to the Board.

As on March 31, 2025, the Board of Directors comprised
9 Directors, of which 3 are Executive Directors and 1 Non¬
Executive Director. The number of Independent Directors is
5 (Five) including two-women Independent directors.

The policy of the Company on Directors’ appointment,
including criteria for determining qualifications, positive
attributes, independence of a Director and other matters,
as required under sub-section (3) of Section 178 of the
Companies Act, 2013, is governed by the Nomination and
Remuneration & Board Diversity Policy. The remuneration
paid to the directors is in accordance with the Nomination
and Remuneration & Board Diversity Policy of the Company.

More details on the Company’s policy on director’s
appointment and remuneration and other matters provided
in Section 178(3) of the Act have been disclosed in the
Corporate Governance Report, which forms a part of this
report.

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

The particulars as required under the provisions of Section
134(3)(m) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign

exchange earnings and outgo are given as under:

(A) Conservation of energy-

i) Some of the steps taken for the conservation of
energy are.

• Continued to replacing older drives with
newer drives that are application specific with
correcting rating.

• As much as possible all new motors installed
are of energy efficient types

• Conventional light replaced with LED Lights
Optimizing the resource consumptions and
minimizing wastages by automations and
controls.

• Converted the Old wooden boxes/packing
materials for new packing.

• Continued monitoring of carbon footprints with
a plan to offset our carbon footprints in the
coming years.

ii) The steps taken by the Company for utilising
alternate sources of energy.

• The bulk of the energy used in all operations is
from renewable sources, mainly hydroelectric
power.

iii) The capital investment in energy conservation
equipment: '' 217.91 Lakhs.

(B) Technology Absorption

i) the efforts made towards technology absorption;

• Continuous improvements in custom-built machines
for automatic inspection of components.

• Ongoing implementation of additional automated
systems for high-speed measurement and
dimensional verification.

• Progressive integration of artificial intelligence in
automotive inspection machines.

• Research activities underway to enhance the
performance of resistive alloys.

• Development efforts in progress to achieve
indigenous sourcing of component alloys used in
bi-metals.

ii) The benefits derived like product improvement,
cost reduction, product development or import
substitution;

• Continued efforts towards reducing internal
rejections and minimizing external customer
complaints.

• Ongoing measures to further reduce production
lead time.

• Sustained focus on enhancing production efficiency.

• Continuous development of new products in line
with market demands.

• Ongoing development, validation, and refinement of
new processes and process enhancements.

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

• The details of technology imported - N. A.

• The year of import - N. A.

• Whether the technology has been fully absorbed -
N. A.

• If not fully absorbed, areas where absorption has
not taken place, and the reasons thereof: N. A

iv) The expenditure incurred on Research and
Development.

• Capital Expenditure: Nil

• Recurring Expenditure: '' 432.14 Lakhs

• Total: '' 432.14 Lakhs

• Total R & D expenditure as a percentage of total
turnovers: 0.99%

(C) Foreign exchange earnings and Outgo

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

i) Earnings in FC '' 23,588.22 Lakhs

ii) Expenditure FC '' 18,687.70 Lakhs

iii) Expenditure in FC (Capex) '' 653.39 Lakhs

iv) Investment in Subsidiary '' 8.86 Lakhs

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE
REGULATORS

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

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year of the
Company and the date of this report.

GENERAL SHAREHOLDER INFORMATION

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

ACKNOWLEDGEMENT/ APPRECIATION

Your Directors wish to place on record their appreciation
for the continued support and cooperation received from
various State Governments as well as the Government of
India. The Directors also thank the banks, shareholders,
suppliers, dealers and in particular the valued customers for
their trust and patronage.

For Shivalik Bimetal Controls Limited

Sd/-

N S Ghumman
Chairman & Whole Time Director
DIN:00002052

Place : New Delhi
Date : 13.08.2025

Registered Office:

16-18, New Electronics Complex, Chambaghat, Distt .

Solan, Himachal Pradesh - 173213
CIN: L27101HP1984PLC005862
E-mail: [email protected]

---

Mar 31, 2024

The Board of Directors is pleased to present the 40^th Annual Report along with the Company’s Audited Financial Statements for the financial year ended March 31,2024. A summary of the Company’s standalone and consolidated performance during the year ended March 31,2024, is given below. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

PARTICULARS	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	44,940.44	42,023.01	50,892.90	47,037.21
Other Income	2,039.36	792.82	1,912.40	992.34
Total Revenue	46,979.80	42,815.83	52,805.30	48,029.55
Operating Expenditure	34,703.01	31,545.54	40,264.06	36,142.44
Profit/(Loss) before Interest, Depreciation, Tax & Exceptional Items	12,276.79	11,270.29	12,541.24	11,887.11
Finance Cost	436.71	664.40	492.98	704.19
Depreciation	1,011.46	847.20	1,205.20	1,054.74
Profit/ (Loss) before Taxes & Exceptional items	10,828.62	9,758.69	10,843.06	10,128.18
Share of Profit in Joint Venture/Associate	-	-	332.39	102.64
Profit/ (Loss) before Tax	10,828.62	9,758.69	11,175.45	10,230.82
Tax Expense	2,715.24	2,456.01	2,748.91	2,320.49
Profit/ (Loss) after Tax	8,113.38	7,302.68	8,426.54	7,910.33
Other comprehensive income	(16.32)	(40.21)	(19.32)	(40.25)
Total Comprehensive Income for the Period	8,097.06	7,262.47	8,407.22	7,870.08

PER SHARE DATA

PARTICULARS	FY 2023-24	FY 2022-23
Book Value per share	56.93	44.27

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments which can affect the Company’s financial position of the Company between the end of the Financial Year and the date of this Report.

COMPANY’S PERFORMANCE

S hivalik Bimetal Controls Ltd. (SBCL/the Company) continued to grow in FY 2023-24 despite the complexities of the global market environment. FY 2023-24 has been an exciting year, marked by resilience in steady revenue growth, and significant achievements in profitability. In FY 2023-24, the Company grew its operations, and efficiency, focused on resource optimisation, ensured the overall well-being of its stakeholders and maintained and improved the financial health. The Company is proud to support a debt-free status in its operational capacity and on its books, reflecting our strong financial management and strategic planning. This prudent approach to debt ensures we have the financial flexibility to invest in growth opportunities and navigate economic uncertainties effectively.

Some of the Key highlights of the year were:

Resilient Revenue Growth: During the year under review, your Company has recorded a turnover of '' 44,940.44 Lakhs against '' 42,023.01 Lakhs during the previous year, registering a growth of 6.94%.

Growth in PBT: SBCL PBT for the full fiscal year surged by 11.25% to '' 10828.62 Lakhs, indicating operational efficiency.

Continuous Growth in Profit after Tax (PAT): SBCL PAT for FY24 showed growth, increasing by 11.49% to '' 8,097.06 Lakhs, demonstrating the Company’s ability to translate operational improvements into bottom-line results.

India’s performance in the Thermostatic Bimetal/ Trimetal segment as well as Shunt has been remarkable, demonstrating robust growth and strong market penetration. On an annual basis, the upward trajectory continues, with sales reaching '' 13,417.41 Lakhs in FY 24, up 31.69% from '' 101,88.38 Lakhs in FY 23 in bimetal business and with sales reaching '' 5,131.96 Lakhs in FY 24, up 9.02% from '' 4,707.17 Lakhs in FY 23 in Shunt business. This consistent year-over-year growth underscores the Company’s expanding market presence and successful execution in capturing a larger market share. This robust performance underscores the significant opportunities within the Indian market, driven by increased demand for smart meters, switchgear, and electric vehicles, aligning well with the national push towards modernization and electrification

Consolidated Audited Financials for the FY 2023-24

SBCLs revenue on a consolidated basis increased to '' 52,805.30 Lakhs for the current year as against '' 48,029.55 Lakhs in the previous year, recording an increase of 9.94%. SBCL successfully delivered on the profitability front with a EBITDA Margin of 23.75%, about 12,541.24 Lakhs, compared to '' 11,887.11 Lakhs in the previous year. Net profits increased to '' 8,426.54 Lakhs in the current year as against '' 7,910.33 Lakhs in the last year, recording an increase of 6.53%.

EXPANSION

We witness capacity expansion across all phases of innovation. Our joint venture and collaboration with international partners have further helped us expand our production and distribution network. Our strategic expansion ensures that our product/component reaches every corner of the country, fortifying our overall presence and enabling us to meet the growing demand for our products/components while maintaining an improving quality

Towards a significant strategic move, Shivalik Bimetal Controls Ltd. has entered an MoU to assess the feasibility of a joint venture with Metalor, a Tanaka group company, a world leader in Precious Metals. Metalor, a renowned Swiss company, is celebrated for its expertise in silver contacts and state-of-the-art silver melting facilities in several locations worldwide. This initiative affirms our commitment to sustainable growth that can open doors to Metalor’s extensive global network.

PERFORMANCE OF THE JOINT VENTURE / WHOLLY OWNED SUBSIDIARY COMPANIES

The Company has two (2) Wholly Owned Subsidiaries and one (1) Joint Venture (JV), as on March 31, 2024. As per the provisions of Section 129(3) of the Companies Act, 2013 (Act), a statement containing the salient features of the financial statements of the Company’s subsidiaries and JVs in Form AOC-1 is attached as Annexure-A In accordance with provisions of Section 136 of the Act, the standalone and

consolidated financial statements of the Company, along with relevant documents and separate audited accounts in respect of the subsidiaries, are available on the website of the Company. The Company will provide the annual accounts of the subsidiaries and detailed information related to the shareholders of the Company on specific requests made to it in this regard by the shareholders.

Key highlights of these Joint Venture/Wholly Owned Subsidiary Companies are as follows:

a) Joint Venture Company

i) Innovative Clad Solutions Private Limited

The Company has recorded a turnover of '' 18,846.23 Lakhs for the year ended March 31, 2024 (as against the previous year of '' 16,488.17 Lakhs) and recorded a profit after tax of '' 2141.52 Lakhs for the year ended March 31,2024 (as against Previous year Profit of '' 663.06 Lakhs).

b) Wholly Owned Subsidiary Companies

i) Shivalik Bimetal Engineers Private Limited

The Company recorded a turnover of '' 97.11 Lakhs for the year ended March 31, 2024 (as against the previous year of '' 238.40 Lakhs) and a Profit after tax of '' 19.81 Lakhs for the year ended March 31, 2024 (Previous year of '' 28.67 Lakhs).

ii) Shivalik Engineered Products Private Limited (Formerly known as Checon Shivalik Contact Solutions Private Limited)

This Company recorded a turnover of '' 5,953.86 Lakhs for the year ended March 31, 2024 (as against the previous year of '' 5,011.79 Lakhs) and recorded a Profit after Tax of '' 202.20 Lakhs for the year ended March 31, 2024, (as against Previous year of '' 183.04 Lakhs).

DIVIDEND

The Company’s Board of Directors approved a Dividend Distribution Policy on May 30, 2022, as per the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is available on the Company’s website: https://www.shivalikbimetals.com/images/pdf/Dividend-Distribution-Policy.pdf

In terms of the Policy, equity shareholders of the Company may expect dividends, if the Company has surplus funds and after considering the relevant internal and external factors enumerated in the Policy for declaration of dividends.

Further, the Policy also enumerates maintaining dividend payout in the range of 5% to 20% of the annual Profit after tax on Standalone Financials to comply with the above-mentioned provisions and regulations, subject to compliance of covenants with Lenders.

During the year 2023-24, in line with dividend distribution policy, the Board of Director(s) had declared an interim dividend of '' 0.70 (i.e. @35% of the nominal value of the share) per equity share of the face value of '' 2/- each in its meeting held on February 07, 2024, which was paid on March 01,2024, total amounting to '' 4.03 Crores.

Further, based on the Company’s performance, the Directors have recommended a final dividend of '' 1.00 (i.e. @ 50% of the nominal value of the share) per Equity Share of the face value of '' 2/- each for the financial year March 31, 2024, which will be paid subject to approval of members in the annual general meeting, the final dividend on equity shares would entail a cash outflow of '' 5.76 Crores.

The total dividend per equity share for the year ended March 31, 2024, is '' 1.70 (i.e. @ 85% of the nominal value of the share), and the total dividend payout is '' 9.79 Crores.

INVESTOR RELATIONS (IR)

Your Company always believes in striving hard to achieve excellence and leading from the front with adhering to best practices in IR while maintaining a relationship of trust with investors and analysts. In the Financial Year 2023-24, your Company increased its interaction with investors through various conferences and conducted in person individual, group, and audio conference calls. The leadership, including the Promoters, Chief Financial Officer and Head of Sales and Marketing of SBCL spent significant time interacting with investors to communicate the strategic direction for the business, capital allocation policy, plan for scaling up growth gems, addressing investor/ analyst queries and concerns.

During the year, your Company arranged earnings/ conference calls and analysts meet with investors and analysts. All the events hosted in the Financial Year 2023-24 including quarterly earnings calls, analyst meets, etc. were well attended by investors and analysts.

Your Company ensures that critical information about the Company is available to all the investors by uploading all such information on the Company’s website

APPROPRIATIONS TO RESERVE

The Board of Directors has decided to retain the entire amount of Profit in the Profit & Loss account. Accordingly, the Company has not transferred any amount to the “Reserves” for the year ended March 31,2024.

PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public/shareholders under Sections 73 and 74 of the Companies Act, 2013.

SHARE CAPITAL

The Company’s Authorised Share capital during the financial year ended March 31, 2024, remained at '' 15,00,00,000 (Rupees Fifteen Crore Only) consisting of 7,50,00,000

(Seven Crore Fifty Lakhs Only) equity shares of '' 2/- (Rupee Two Only) each.

The Company’s paid-up equity share capital remained at '' 11,52,08,400 (Rupee Eleven Crores Fifty-Two Lakhs Eight Thousand Four Hundred Only) comprising 5,76,04,200 (Five Crore Seventy-Six Lakhs Four Thousand Two Hundred Only) equity shares of '' 2/- each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or sweat equity.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article of Association of the Company, Mrs. Harpreet Kaur retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. A proposal for her reappointment is included in the Notice convening the 40^th Annual General Meeting for consideration and approval by the shareholders.

During the FY 2023-24, the Company appointed Mr. N.P Sahni (DIN: 00037478) and Mr. Sudhir Mehra (DIN: 07424678) were appointed as Independent Director(s) of the Company in its Annual General Meeting held on the 26^th day of September, 2023 for a period of 5 years up to September 25, 2028.

The Board in their meeting held on February 07, 2024, the Board of Directors reconstituted the composition of the Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee. The revised composition details were given in the Corporate Governance Report.

At the end of the FY 2023-24, Mr. N.J.S. Gill (DIN: 00007425) and Mr. Pradeep Khanna (DIN: 06668919) ceased to be Independent Director of the Company with effect from close of business hours on March 29, 2024. The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to Mr. N.J.S Gill and Mr. Pradeep Khanna for their extensive contribution and stewardship over two decades.

On recommendation of Nomination and Remuneration Committee, the board of directors in their meeting held on August 29, 2024 have appointed additional directors Mrs. Sukrita Goyal (DIN: 07576423) as Independent Women Director and Mr. Kabir Ghumman (DIN: 01294801) as Whole Time Director designated as Executive Director for a period of 5 years from August 29, 2024 to August 28, 2029.

The resolution pertaining to their appointments are set out in the Item No 7 and 8 in the forth coming annual general meeting.

During the year under review, the Company’s Non-Executive Directors had no pecuniary relationship or transactions with the Company other than sitting fees to attend meetings of the Board/Committee of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declaration from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 (“the Act”) and Regulation 25(8) of the Listing Regulations that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board of Directors is of the opinion that all the Independent Directors meet the criteria regarding integrity, expertise, experience and proficiency.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (“IICA”)

ANNUAL RETURN

The Annual Return of the Company in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company: https://www.shivalikbimetals.com/annual return.php

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees as per the evaluation framework adopted by the Board on the recommendation of the Nomination and Remuneration Committee. Structured assessment forms were used in the overall Board evaluation comprising various aspects of the Board’s functioning in terms of structure, its meetings, strategy, governance and other dynamics of its functioning besides the financial reporting process, internal controls and risk management. The evaluation of the Committees was based on the terms of reference fixed by the Board, as well as the dynamics of their functioning in terms of meeting frequency, effectiveness of contribution, etc.

Separate questionnaires were used to evaluate the performance of individual Directors based on parameters such as their level of engagement and contribution, objective judgement, etc. The Executive Director’s evaluation was based on leadership qualities, strategic planning, communication, engagement with the Board, etc.

The Chairman was also evaluated based on the key aspects of his role. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as a whole, and the Non-Independent Directors was carried out by the Independent Directors at a separate meeting held during the year.

The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year, (Five) 05 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

AUDITORS

a) Statutory Auditors and their Report

In accordance with the provisions of the Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014, M/s. Arora Gupta & Co., Chartered Accountants (Firm Registration No. 021313C) were re-appointed as Statutory Auditors of the Company for a period of 5 years in the 38^th Annual General Meeting (AGM) held on September 27, 2022, until the conclusion of the 43^rd AGM to be held in the year 2027. There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report for the year ended March 31,2024.

b) Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Board of Directors re-appointed M/s R. Miglani & Co., Company Secretaries, as Secretarial Auditor to carry out the Secretarial Audit of the Company for the financial year 2023-24. The Report given by the Secretarial Auditor for the said financial year in Form MR-3 is annexed herewith as ‘Annexure-B(l)’ to the Board’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit of Material Unlisted Subsidiary As per the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. M/s R. Miglani & Co., Practicing Company Secretaries, carryout a secretarial audit of the material subsidiary of the Company i.e., Shivalik Engineered Products Pvt. Ltd. for the FY 2023-24. The Report of the Secretarial Audit is annexed herewith as Annexure - B(2). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, every listed entity shall submit a secretarial compliance report. The Annual Secretarial Compliance Report was submitted to the Stock Exchanges on May 28, 2024, within 60 days of the end of the financial year.

c) Cost Auditor

The Company is required to maintain the cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014. Accordingly, such accounts and records are maintained by the Company. The cost audit for the financial year ended March 31,2024, was conducted by Mr. Ramawatar Sunar, Cost Accountant (FRN: 100691), and as required, the cost audit report was duly filed with the Ministry of Corporate Affairs, Government of India.

Being eligible, Mr. Ramawatar Sunar has consented to act as the Cost Auditor of the Company for the financial year 2024-25. Mr. Ramawatar Sunar has further certified that his re-appointment is within the limits as prescribed under Section 141(3)(g) of the Act and that he is not disqualified from such re-appointment within the meaning of the said Act. The remuneration proposed to be paid to Mr. Ramawatar Sunar, subject to ratification by the Company’s shareholders at the AGM, has been set out in the Notice of the next AGM.

As required under the Act, a resolution seeking members’ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming 40^th Annual General Meeting.

Reporting of frauds by Auditors During the financial year 2023-24 and in terms of section 143(12) of the Act, the Statutory Auditors, Secretarial Auditor and Cost Auditor of the Company have confirmed that they have not come across any event indicating the commitment of any fraud by the officers or employees of the Company. Therefore, no reporting under the said provision was required.

SECRETARIAL STANDARDS

Your Company is in compliance with the revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

RISK MANAGEMENT

We have a robust Enterprise Risk Management (ERM) framework focused on identifying, evaluating, prioritising and mitigating all internal and external risks. The findings are reported to the Board & Risk Management Committee (RMC). The Board and the RMC play an essential role in ensuring that all the relevant risk factors are considered by management and that a strategy is in place to mitigate risks to the greatest extent possible and harness opportunities. Our framework is underpinned by a risk management policy as recommended by the RMC and approved by the Board.

INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System commensurate with its operations’ size, scale and complexity. The scope of the Internal Audit is decided by the Audit Committee and the Board. To maintain its objectivity and independence, the Board has appointed an external Internal Auditor, who reports to the Board’s Audit Committee on a periodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, as well as its compliance with operating systems, accounting procedures, and policies for various functions of the Company. Based on the Internal Auditor’s Report, process owners undertake corrective action wherever required in their respective areas, strengthening the controls further. Audit observations and actions taken thereof are presented to the Audit Committee of the Board periodically.

During the reporting year, Internal Financial Controls laid down by the Board were tested for adequacy & effectiveness, and no reportable material weakness in the design or operations was observed. The Company has policies and procedures in place to ensure the proper and efficient conduct of its business, safeguard assets, prevent and detect frauds and errors, ensure accuracy and completeness of accounting records, and prepare reliable financial information in a timely manner. Statutory Auditors have also given unmodified audit opinions on the adequacy of internal financial control systems with reference to financial statements.

CORPORATE GOVERNANCE REPORT

At Shivalik, we ensure that we evolve and diligently follow corporate governance guidelines and best practices, not just to boost long-term shareholder value but also to respect the rights of the minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the Company’s operations and performance, leadership, and governance. A report on Corporate Governance, including the relevant Auditors’ Certificate regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34 (3) read with Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Annual Report as ‘Annexure - C’.

RELATED PARTY TRANSACTIONS

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company has formulated a Policy on dealing with Related Party Transactions (RPTs) as approved by the Board available on the Company’s website and can be accessed at https://www.shivalikbimetals.com/pdf/RPT-Policy-Final.pdf

In line with its stated Policy, all Related Party transactions are placed before the Audit Committee for review and approval. Prior approval of the Audit Committee is taken for the estimated value of transactions that are foreseen and

repetitive. Omnibus approval with respect to transactions that are not routine or cannot be foreseen or envisaged is also obtained as permitted under the applicable laws.

The details of transactions proposed to be entered with Related Parties are placed before the Audit Committee for approval on an annual basis before the commencement of the financial year. Thereafter, a statement containing the nature and value of the transactions entered by the Company with Related Parties is presented for quarterly review by the Committee. Further, revised estimates or changes, if any, to the proposed transactions for the remaining period are also placed for approval by the Committee on a quarterly basis. Besides, the Related Party transactions entered during the year are also reviewed by the Board on a quarterly basis.

During the year, the Company had not entered into any related party transactions which could be considered ‘material’ in terms of Section 188 of the Act and rules made thereunder and according to the Policy of the Company on materiality of Related Party Transactions. Accordingly, no transactions are required to be reported in Form AOC-2. However, you may refer to Related Party transactions in Note No. 42 of the Standalone Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, the Company has been undertaking and participating in socially important projects in the fields of health, education, environment conservation, and rural development.

The Company has also framed a CSR Policy in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. The CSR Policy of the Company, the Projects approved by the Board, the composition of the CSR Committee and other relevant details are disclosed on the website of the company at https://wwwshyalikbimetals.com/imaaes/pdf/SBCL-CSR-Policv-2021.pdf

The Annual Report on the CSR activities undertaken by the Company during the financial year under review, is annexed to this Report as ‘Annexure - D’.

PARTICULARS OF EMPLOYEES

Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in ‘Annexure- E’ to the Board’s Report. 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 set out in the said rules forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of the SEBI (Listing Regulations), top one thousand listed entities based on

market capitalisation are required to report on the Business Responsibility and Sustainability Reporting Core (BRSR Core) for the financial year ended March 31, 2024 in the format prescribed by SEBI via Circular SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023.

Your Company is reporting on the said requirement and giving an overview of the initiatives taken by the Company from an environmental, social, and governance perspective in a separate section of the Annual Report, which forms part of it. The Report on Business Responsibility and Sustainability Reporting is attached herewith as ‘Annexure - F’

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business.

CREDIT RATINGS

The Credit Rating Agency CRISIL has reaffirmed its ratings assigned to various bank facilities of the Company as per below:-

Ratina Action

Total Bank Loan Facilities	'' 115 Crore (Enhanced from
Rated	'' 71 Crore)
Long Term Rating	CRISIL A/Stable (Reaffirmed)
Short Term Rating	CRISIL A1 (Reaffirmed)

STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING TO THE CONSTITUTION OF THE INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women in the Workplace. The Company has duly constituted an Internal Complaints Committee according to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to creating a safe and healthy working environment. The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace which is free of gender bias and Sexual Harassment. The Company has a zero-tolerance approach to any form of Sexual Harassment. The Policy has been displayed on the website of the Company under the head of investor relation/ Shivalik corporate policy tab at https:// www.shivalikbimetals.com/images/pdf/Prevention-of-Sexual-Harrasement-Policy.pdf

During the Financial Year 2023-24, the status of the complaint is as follows:

No of	No of complaints	No of complaints
Complaints	disposed of	pending as
filed during the	during the	on end of the
financial year	financial year	financial year
Nil	Nil	Nil

VIGIL MECHANISM AND WHISTLEBLOWER POLICY

The Company has a well-established whistleblower policy as part of a vigil mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics Policy. This mechanism also provides adequate safeguards against victimisation of Director (s)/ employee(s) who avail of the mechanism and provides direct access to the Chairman of the Audit Committee in exceptional cases. The Whistleblower policy is available on the Company’s website at the following link https:// www.shivalikbimetals.com/images/pdf/Vigil-Mechanism-&-Whistle-Blower-Policy.pdf

It is affirmed that during the year, no employee was denied access to the Audit Committee.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR, ALONG WITH THEIR STATUS AS OF THE END OF THE FINANCIAL YEAR.

During the year under review, no application has been made, nor have any proceedings been pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS, ALONG WITH THE REASONS THEREOF. During the financial year 2023-24, no such valuation was done, and no transaction took place with regard to any onetime settlement.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b) They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent 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 and Loss of the Company for the year ended on March 31,2024.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records following the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

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

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board.

As of March 31, 2024, the Board of Directors comprised eight (08) Directors, of which two (02) are executive Directors and two (02) are non-executive directors. The number of independent directors is four (04), including one (01) woman.

The Policy of the Company on Directors’ appointment, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination and Remuneration & Board Diversity Policy. The remuneration paid to the directors is in accordance with the Nomination and Remuneration & Board Diversity Policy of the Company.

More details on the Company’s Policy on Director’s appointment and remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the Corporate Governance Report, which forms a part of this Report.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are given as under:

(A) Conservation of energy-

i) Some of the steps taken for the conservation of energy are.

• Continued to replace older drives with newer drives that are application-specific with correcting rating.

• Renewal of pneumatic piping with the latest leakproof systems

• As much as possible, all new motors installed are of energy-efficient types

• Conventional light replaced with LED Lights

• Installation of new energy-efficient compressors

• Inter-plant movement of material done using an Electric Vehicle.

• Optimising resource consumption and minimising wastage through automation and controls.

• Converted the Old wooden boxes/packing materials for new packing.

• Continued monitoring of carbon footprints with a plan to offset our carbon footprints in the coming years.

ii) The steps taken by the Company for utilising alternate sources of energy.

• The bulk of the energy used in all operations is from renewable sources, mainly hydroelectric power.

iii) The capital investment in energy conservation equipment: '' 2.59 Lakhs.

(B) Technology Absorption

i) the efforts made towards technology absorption.

• Further improvements made in custom-built machines for automatic inspection of components.

• Additional Automated systems for high-speed measurement and dimensional checks.

• Use of artificial intelligence in automotive inspection machines.

• Research initiated to improve the performance of resistive alloys.

• Development was undertaken to source components alloys of bimetals indigenously.

• Improved heat treatment process to improve performance of resistors.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution.

• Reduction in internal rejections and external customer complaints.

• Reduction in production lead time.

• Improvement of production efficiency.

• Development of new products.

• Development and validation of new processes and process enhancements.

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

• The details of technology imported - N. A.

• The year of import - N. A.

• Whether the technology has been fully absorbed - N. A.

• If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N. A

iv) The expenditure incurred on Research and Development.

• Capital Expenditure: '' 0.0 Lakhs

• Recurring Expenditure: '' 424.68 Lakhs

• Total: '' 424.68 Lakhs

• Total R & D expenditure as a percentage of total turnovers: 0.95%

(C) Foreign exchange earnings and Outgo

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

i) Earnings in FC '' 25,266.09 Lakhs

ii) Expenditure FC '' 18,191.30 Lakhs

iii) Expenditure in FC (Capex) '' 742.35 Lakhs

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

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

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of this Report.

GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in the Report on Corporate Governance, which forms part of the Annual Report.

ACKNOWLEDGEMENT/ APPRECIATION

Your Directors wish to place on record their appreciation for the continued support and cooperation received from various State Governments and the Government of India. The Directors also thank the banks, shareholders, suppliers, dealers and, in particular, the valued customers for their trust and patronage.

For Shivalik Bimetal Controls Ltd.

Sd/-

S. S. Sandhu Chairman & Whole Time Director DIN:00002312

Place : New Delhi Date : 29.08.2024

Registered Office:

16-18, New Electronics Complex, Chambaghat, Distt .

Solan, Himachal Pradesh - 173213 CIN: L27101HP1984PLC005862 E-mail: [email protected]

---

Mar 31, 2023

Directors’ Report

To,

The Members of Shivalik Bimetal Controls Ltd. (SBCL),

The Board of Directors are pleased to present the Thirty Ninth (39^th) Annual Report along with the Audited Financial
Statements of the Company for the financial year ended March 31,2023. A brief summary of the Company’s standalone and
consolidated performance during the year ended March 31,2023 is given below:

FINANCIAL HIGHLIGHTS

PARTICULARS	Standalone		Consolidated
1	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	42,023.01	32,398.75	47,037.21	32,398.75
Other Income	792.82	544.68	992.34	544.68
Total Revenue	42,815.83	32,943.43	48,029.55	32,943.43
Operating Expenditure	31,545.54	25,050.60	36,142.44	25,050.60
Profit/(Loss) before Interest, Depreciation, Tax & Exceptional Items	11,270.29	7,892.83	11,887.11	7,892.83
Finance Cost	664.40	276.36	704.19	276.36
Depreciation	847.20	637.83	1,054.74	637.83
Profit/ (Loss) before Taxes & Exceptional items	9,758.69	6,978.64	10,128.18	6,978.64
Share of profit in joint venture/Associate	-	-	102.64	351.19
Profit/ (Loss) before Tax	9,758.69	6,978.64	10,230.82	7,329.83
Tax Expense	2,456.01	1,781.04	2,320.49	1,818.61
Profit/ (Loss) after Tax	7,302.68	5,197.60	7,910.33	5,511.22
Other comprehensive income	(40.21)	4.62	(40.25)	5.79
Total Comprehensive Income for the Period	7,262.47	5,202.22	7,870.08	5,517.01

COMPANY’S PERFORMANCE

Shivalik Bimetal Controls Ltd. (SBCL) continued to grow in
FY 2022-23 mostly supported by pent-up demand across
the globe and healthy metal prices throughout the year. In
FY 2022-23, the Company grew its operations, improve
efficiency, focused on resource optimization, ensured overall
well-being of its stakeholders and maintained and improved
the financial health.

Some of the Key highlights of the year were:

Significant increase in total income: During the year under
review, your company has achieved turnover of '' 42,023.01

Lakhs against '' 32,398.75 Lakhs during previous year
registering a growth of 29.70%.

Remarkable growth in EBITDA: SBCL EBITDA for the
full fiscal year, EBITDA surged by an impressive 42.79%
to '' 11,270.29 Lakhs, indicating a robust improvement in
operational efficiency.

EBITDA margin expansion: SBCL EBITDA margin for FY23,
the EBITDA margin expanded by 214 basis points, reaching
24.84%. Shivalik has achieved cash to EBITDA conversion
of more than 60%.

Robust growth in profit after tax (PAT): SBCL PAT for
FY23 showed remarkable growth, increasing by 39.57%
to '' 7,262.47 Lakhs, demonstrating the Company’s strong
ability to translate operational improvements into bottom¬
line results.

Expansion in PAT margin: SBCL PAT margin for FY23,
the PAT margin increased by 122 basis points to 17.28%,
reflecting the Company’s continued focus on profitability.

The sales value of Shunt Resistors for FY23 grew by 23.25%
YoY to reach '' 210.89 crore. The sales value of Bimetals for
the same period grew by 36.93% YoY to reach '' 209.34 crore.
In FY23, thermostatic bimetal/trimetal strips comprised 50%
of the total revenue, while shunt resistors accounted for 50%
of overall revenues.

Consolidated Audited Financials for the FY 2022-23

SBCL’s revenue on consolidated basis increased to ''
48,029.55 Lakhs for the current year as against '' 32,943.43
Lakhs in the previous year, recording an increase of
45.79%. SBCL successfully delivered on the Profitability
front with Core EBIDTA 50.61% at about 11,887.11 Lakhs
as against '' 7,892.83 Lakhs in the previous year. Net profits
increased to '' 7,910.33 Lakhs in the current year as against
'' 5,511.22 Lakhs in the previous year, recording an increase
of 43.53%.

UNIT IV

Construction of the UNIT-IV Building, Situated at Kather
District Solan, Himachal Pradesh is completed.

The Labour Department has issued the factory license for
the said unit and Commercial Production in the said unit has
also been started with effect from August 01,2023.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated Audited Financial Statements of your
Company for the financial year ended March 31, 2023,
have been prepared in accordance with the provisions of
the Companies Act, 2013, read with Indian Accounting
Standards (“IND AS”) and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The consolidated financial statements,
together with the Auditors’ Report and a report on each of the
subsidiaries and Joint-Venture (JV) Company together with
the highlights of their performances and financial positions
including their contribution to the overall performance of the
Company forms a part of the Annual Report.

During the financial year, Shivalik Engineered Products
Private Limited (Formerly known as Checon Shivalik Contact
Solutions Private Limited) and Shivalik Bimetal Engineers
Private Limited ceased the status of JV and Associate
becomes the Wholly Owned Subsidiary (i.e. 100%) w.e.f.
April 12, 2022 and April 29, 2022 respectively. Apart from
this, no other Company has become or ceased to be your

Company’s subsidiary or associate. The Company has a
Joint Venture i.e. Innovative Clad Solutions Private Limited
with M/s Arcelor Mittal Stainless and Nickel Alloys with
holding of 16.01%.

PERFORMANCE OF THE JOINT VENTURE / WHOLLY
OWNED SUBSIDIARY COMPANIES

The Company has two wholly owned subsidiaries and one
Joint Venture Company as on March 31,2023.

Key highlights of these Joint Venture/Wholly-Owned
Subsidiary Companies are as under:

a) Joint Venture Company

i) Innovative Clad Solutions Private Limited

The company has recorded a turnover of ''
16,488.17 Lakhs for the year ended March 31,2023
(as against Previous year of '' 15,403.00 Lakhs) and
recorded a profit after tax of '' 663.06 Lakhs for the
year ended March 31, 2023 (as against Previous
year Profit of '' 1,336.70 Lakhs).

b) Wholly-Owned Subsidiary Companies

i) Shivalik Bimetal Engineers Private Limited

The Company recorded a turnover of '' 238.40
Lakhs for the year ended March 31, 2023 (as
against Previous year of '' 167.41 Lakhs) and a
Profit after tax of '' 28.67 Lakhs for the year ended
March 31, 2023 (Previous year of '' 30.09 Lakhs).

ii) Shivalik Engineered Products Private Limited
(Formerly known as Checon Shivalik Contact
Solutions Private Limited)

This Company recorded a turnover of '' 5,011.79
Lakhs for the year ended March 31, 2023 (as
against Previous year of '' 4,804.22 Lakhs) and
recorded a Profit after Tax of '' 183.04 Lakhs for the
year ended March 31, 2023, (as against Previous
year of '' 273.78 Lakhs).

These financial statements have been prepared
under the recognition and measurement principles
of applicable Indian Accounting Standards (“Ind
AS”) notified under the Companies (Indian
Accounting Standards) Rules, 2015, as specified in
section 133 of the Companies Act, 2013.

A statement containing salient features of the financial
statements of the Joint Venture Company/Wholly-
Owned Subsidiary Companies in Form AOC-1 (Part- A
& B) is given in ‘Annexure-A’ to this Report.

Further, in accordance with the provisions of Section
136 of the Companies Act, 2013, the Annual Report
of the Company, containing the Standalone and the

Consolidated Financial Statements, have been placed
on the website of the Company i.e. www.shivalikbimetals.
com The Company will provide the annual accounts
of the subsidiaries and the related information to the
shareholders of the company on specific request made
to it in this regard by the shareholders.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 SEBI Listing
Regulations, the top 1000 listed companies shall formulate
a dividend distribution policy. Accordingly, the policy was
adopted to set out the parameters and circumstances
that will be considered by the Board in determining the
distribution of dividends to its shareholders and/or retained
profits earned by the Company. The policy is also available
on the Company’s website: www.shivalikbimetals.com. In
terms of the policy, equity shareholders of the company
may expect the dividend, if the company has surplus funds
and after taking into consideration the relevant internal and
external factors enumerated in the policy for declaration of
dividend. Further, the policy also enumerates to maintain a
dividend payout in the range of 5% to 20%, of the annual
profit after tax on Standalone Financial’s to comply with the
above mentioned provisions and regulation.

During the year 2022-23, in line with dividend distribution
policy, the Board of Director(s) had declared interim dividend
of '' 0.50/- (i.e. @25% of the nominal value of the share)
per equity share of '' 2/- each in its board meeting held on
February 07, 2023 which was paid on February 24, 2023,
total amounting to '' 2.88 Crore.

Further, based on the Company’s performance, the Directors
have recommended a final dividend of '' 0.70 (i.e, @ 35% of
the nominal value of the share) per Equity Share of the face
value of '' 2/- each for the financial year March 31, 2023
which will be paid subject to approval of members in the
annual general meeting, the final dividend on equity shares
would entail a cash outflow of '' 4.03 Crore.

The total dividend per equity share for the year ended March
31, 2023 is '' 1.20 (i.e. @ 60 % of the nominal value of the
share), and the total dividend payout is '' 6.91 Crore.

ISSUANCE OF BONUS SHARES

During the year under review, the Company has issued and
allotted 19201400 bonus shares to the equity shareholders
in the ratio of 2:1 (i.e. one Bonus equity share of '' 2/- each
for every two fully paid-up equity shares).

On issuance of bonus shares, the paid-up equity share capital
of the company stands increased from '' 7,68,05,600 divided
into 38402800 equity shares of '' 2/- each to '' 11,52,08,400
divided into 57604200 equity shares of '' 2/- each.

The company has made and complied with the relevant
regulations i.e. SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018 and
Companies Act, 2013 read with relevant rules while issuance
and allotment of the bonus equity shares.

APPROPRIATIONS TO RESERVE

The Board of Directors has decided to retain the entire
amount of Profit in the Profit & Loss account. Accordingly, the
company has not transferred any amount to the “Reserves”
for the year ended March 31,2023.

PUBLIC DEPOSITS

During the year under review, your Company has not invited
or accepted any deposits from public/shareholders under
Section 73 and 74 of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and Article of Association of the
company. Mr. N.S. Ghumman (DIN: 00002052), Managing
Director of the company retires by rotation at the ensuing
Annual General Meeting and, being eligible, offers himself for
re-appointment. Upon his re-appointment, he will continue
to act as Managing Director of the company.

During the year under review, the Company’s Non-Executive
Directors had no pecuniary relationship or transactions with
the Company other than sitting fees to attend meetings of
the Board/Committee of the Company.

INDEPENDENT DIRECTOR’S DECLARATION

The Company has received declarations of Independence
from all the Directors confirming that they meets the
criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the SEBI Listing
Regulation.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company. The Board is satisfied with the
integrity, expertise, and experience (including proficiency in
Section 150(1) of the Act and applicable rules thereunder) of
all Independent Directors on the Board. Further, in terms of
Section 150 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have included their
names in the data bank of Independent Directors maintained
with the Indian Institute of Corporate Affairs.

ANNUAL RETURN

The Annual Return of the Company in accordance with
Section 92(3) of the Companies Act, 2013 is available on the

website of the Company: https://www.shivalikbimetals.com/
images/annual_report/doc/0_181675964_MGT-729082023.
pdf

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

According to the applicable provisions of the Companies Act,
2013 and SEBI Listing Regulations, the Board has carried
out the Annual Performance Evaluation of its performance,
the Directors individually, as well as the evaluation of the
working of its Board Committees.

The performance evaluation of the Independent Directors
and fulfillment of their independence criteria as specified
in SEBI Listing Regulations and their independence from
the management was made by the entire Board, excluding
the Directors being evaluated. The Board carried out the
performance evaluation of the Chairman, Board as a whole
and the Non-Independent Directors, excluding the Directors
being assessed.

The Board sought the feedback of Directors on various
parameters, including:

• Degree of the fulfillment of key responsibilities
towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term
strategic planning, etc.);

• Structure, composition and role clarity of the Board and
Committees;

• Extent of co-ordination and cohesiveness between the
Board and its Committees;

• Effectiveness of the deliberations and process
management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the
Management.

The above criteria are broadly based on the Guidance Note
on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.

The Board of Directors expressed their satisfaction with the
evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year, eight (8) Board Meetings were convened
and held, the details of which are given in the Corporate
Governance Report. The intervening gap between the
Meetings was within the period prescribed under the
Companies Act, 2013 and Regulations 17 of the SEBI Listing
Regulation.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

AUDITORSa) Statutory Auditors and their Report

In accordance with the provisions of the Companies
Act, 2013 and Companies (Audit & Auditors) Rules,
2014, M/s. Arora Gupta & Co., Chartered Accountants
(Firm Registration No. 021313C) were re-appointed as
Statutory Auditors of the Company for a period of 5
years in the 38^th Annual General Meeting (AGM) held on
September 27, 2022 until the conclusion of 43^rd AGM
to be held in the year 2027. There are no qualifications,
reservations or adverse remarks or disclaimers made by
the Statutory Auditors in their Audit Report for the year
ended March 31, 2023.

b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014. The Board of Directors re-appointed M/s R Miglani
& Co., Company Secretaries, as Secretarial Auditor
to carry out the Secretarial Audit of the Company for
the financial year 2022-23. The Report, given by the
Secretarial Auditor for the said financial year in Form
MR-3, is annexed herewith as ‘Annexure- B (1)’ to the
Board’s Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

The Company is in compliance with Regulation 24A
of the Listing Regulations. The Company’s material
subsidiary undergo Secretarial Audit. Copy of Secretarial
Audit Report of Shivalik Engineered Products Private
Limited forms part of this report as ‘Annexure- B (2)’.
The Secretarial Audit Report of the material subsidiary
does not contain any qualification, reservation, adverse
remark or disclaimer.

c) Cost Auditors

The Company is required to maintain the cost records
as specified by the Central Government under sub
section (1) of Section 148 of the Companies Act, 2013
read with companies (Cost Records and Audit) Rules,
2014. Accordingly, such accounts and records are made
and maintained by the Company. The cost audit for the
financial year ended March 31,2023, was conducted by
Mr. Ramawatar Sunar, Cost Accountants, (FRN:100691)
and as required, the cost audit report was duly filed with
the Ministry of Corporate Affairs, Government of India.

Being eligible, Mr. Ramawatar Sunar has consented to
act as the Cost Auditor of the Company for the financial
year 2023-24. Mr. Ramawatar Sunar has further certified
that his re-appointment is within the limits as prescribed
under Section 141(3)(g) of the Act and that he is not
disqualified from such re-appointment within the
meaning of the said Act. The remuneration proposed to
be paid to Mr. Ramawatar Sunar, subject to ratification
by the Company’s shareholders at the AGM, has been
set out in the Notice of the next AGM.

As required under the Act, a resolution seeking
members’ approval for the remuneration payable to the
Cost Auditor forms part of the Notice convening the
forthcoming 39^th Annual General Meeting.

Reporting of frauds by Auditors

During the financial year 2022-23 and in terms of
section 143(12) of the Act, the Statutory Auditors,
Secretarial Auditor and Cost Auditor of the Company,
have confirmed that they have not came across any
event indicating the commitment of any fraud by the
officers or employees of the Company. Therefore, no
reporting under the said provision was required.

SECRETARIAL STANDARDS

Your Company is in compliance with the revised Secretarial
Standards on Meetings of the Board of Directors (SS-1) and
Secretarial Standards on General Meetings (SS-2) issued by
The Institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System commensurate
with the size, scale and complexity of its operations. The
scope of the Internal Audit is decided by the Audit Committee
and the Board. To maintain its objectivity and independence,
the Board has appointed an external Internal Auditor, which
reports to the Audit Committee of the Board on a periodic
basis.

The Internal Auditor monitors and evaluates the efficacy and
adequacy of Internal Control Systems in the Company, its
compliance with operating systems, accounting procedures
and policies for various functions of the Company. Based
on the report of Internal Auditor, process owners undertake
corrective action wherever required in their respective
areas and thereby strengthen the controls further. Audit
observations and actions taken thereof are presented to the
Audit Committee of the Board on periodic basis.

During the reporting year, Internal Financial Controls laid
down by the Board were tested for adequacy & effectiveness
and no reportable material weakness in the design or
operations was observed. The Company has policies and
procedures in place for ensuring proper and efficient conduct

of its business, safeguarding of assets, prevention and
detection of frauds and errors, accuracy and completeness
of accounting records and timely preparation of reliable
financial information. Statutory Auditors have also given
unmodified audit opinion on adequacy of internal financial
control systems with reference to financial statements.

CORPORATE GOVERNANCE REPORT

At Shivalik, we ensure that we evolve and follow the corporate
governance guidelines and best practices diligently, not just
to boost long-term shareholder value but also to respect
the rights of the minority. We consider it our inherent
responsibility to disclose timely and accurate information
regarding the company’s operations and performance,
leadership, and governance. A report on Corporate
Governance including the relevant Auditors’ Certificate
regarding compliance with the conditions of Corporate
Governance as stipulated in Regulation 34 (3) read with Part
E of Schedule V of the SEBI Listing Regulations is annexed
and forms part of the Annual Report as ‘Annexure-C’.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31,2023, all contracts
or arrangements or transactions entered into by the
Company with related parties were in the ordinary course
of business and on an arm’s length basis and in compliance
with the applicable provisions of the Companies Act, 2013
and SEBI Listing Regulations as applicable.

Further, the Company did not enter into any contract or
arrangement or transaction with related parties that could
be considered material in accordance with the policy of the
Company on materiality of related party transactions. In view
of the above, disclosure in form AOC-2 is not applicable.
Members may please refer to Note No. 42 of the standalone
financial statements, which sets out related party disclosures
according to section 188 and Indian Accounting Standard
(Ind AS 24).

The Policy on materiality of Related Party Transactions and
on dealing with Related Party Transactions, as amended and
approved by the Board, is available on the Company’s website
at https://www.shivalikbimetals.com/about-us.php?pageId=32

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, the Company has been
undertaking and participating in the socially important
projects in the fields of health, education, infra facilities
including rural development, and promotion towards
sports among others directly or through ABS Foundation
(Registered Trust) having relevant registrations under
Income Tax Act, 1961 and the Companies Act, 2013. The
Company has also framed a CSR Policy in accordance with
the provisions of the Companies Act, 2013 and rules made
thereunder.

The CSR Policy of the Company, the Projects approved by
the Board, the composition of the CSR Committee and other
relevant details are disclosed in Corporate Governance
Report and on the website of the Company. The CSR Policy
may be accessed on the Company’s website under the head
of investor relation/Shivalik corporate policy tab at https://
www.shivalikbimetals.com/about-us.php?pageId=32

The annual report on the CSR activities undertaken by the
Company during the financial year under review which
includes the relevant financial information, in the prescribed
format is annexed to this Report as ‘Annexure-D’.

PARTICULARS OF EMPLOYEES

Details as required under the provisions of Section 197(12)
of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is set out in ‘Annexure-E’ to the
Board’s Report. In terms of the provisions of Section 197(12)
of the Act read with Rules 5(2) and 5(3) of the Rules, a
statement showing the names and other particulars of
employees drawing remuneration in excess of the limits set
out in the said Rules forms part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of the Regulation 34(2)(f) of the SEBI (Listing
Regulations), top one thousand listed entities based on
market capitalization are required to report on the Business
Responsibility and Sustainability Reporting (BRSR) for the
financial year ended March 31,2023 in the format prescribed
by SEBI via Circular SEBI/HO/CFD/CMD-2/P/CIR/2021/562
dated May 10, 2021.

Your company is reporting first time on the said requirement
and giving an overview of the initiatives taken by the Company
from an environmental, social and governance perspective
in a separate section of the Annual Report and forms part of
it. The report on Business Responsibility and Sustainability
Reporting is attached herewith as ‘Annexure-F’.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the
nature of business.

CREDIT RATINGS

The Credit Rating Agency CRISIL has reaffirmed its ratings
assigned to various bank facilities of the company as per
below:-

Rating Action

Total Bank Loan Facilities Rated	'' 71 Crore
Long Term Rating	CRISIL A/Stable (Re-ffirmed)
Short Term Rating	CRISIL A1 (Re-affirmed)

STATEMENT THAT THE COMPANY HAS COMPLIED
WITH PROVISIONS RELATING TO THE CONSTITUTION
OF INTERNAL COMPLAINTS COMMITTEE UNDER THE
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company has implemented a policy on Prevention,
Prohibition and Redressal of Sexual Harassment of women
in the workplace. The Company has duly constituted an
Internal Complaints Committee according to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Company is committed
to creating a safe and healthy working environment. The
Company believes that all individuals have the right to
be treated with dignity and strives to create a workplace
which is free of gender bias and Sexual Harassment. The
Company has a zero-tolerance approach to any form of
Sexual Harassment. The policy has been displayed on the
website of the Company under the head of investor relation/
Shivalik corporate policy tab at https://www.shivalikbimetals.
com/about-us.php?pageId=32

During the Financial Year 2022-23 complaints status as per
below :

No of	No of complaints	No of complaints
Complaints	disposed of	pending as
filed during the	during the	on end of the
financial year	financial year	financial year
Nil	Nil	Nil

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR.

During the year under review, no application has been made
nor any proceedings are pending under the Insolvency and
Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the financial year 2022-23, no such valuation done
and transaction took place with regards to any one-time
settlement.

RISK MANAGEMENT

We have a robust Enterprise Risk Management (ERM)
framework focused on identification, evaluation, prioritization
and mitigation of all internal and external risks. The findings
are reported to the Board & Risk Management Committee
(RMC). The Board and the RMC play an important role to
ensure all the relevant risk factors, are considered by the
management, and a strategy is in place to mitigate risks to the
extent possible and harness opportunities. Our framework is
underpinned by a risk management policy as recommended
by the RMC and approved by the Board.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b) they have selected such accounting policies and applied
them consistently, and made judgments and estimates
that are reasonable and prudent 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 and loss of the
Company for the year ended on March 31,2023;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records following
the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud
and other irregularities;

d) they have prepared the annual accounts on a going
concern basis;

e) they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively
and

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

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

The Board, on the recommendation of the Nomination and
Remuneration Committee, adopted a policy for selection
and appointment of Directors, Key Managerial Personnel
(KMP) and Senior Management Personnel. Policy also
prescribes the guidelines for determining the remuneration
of Executive Directors, Non-Executive Directors, KMP and

Senior Management. The Nomination and Remuneration
Policy is available on the Company’s website on the following
weblink : https://www.shivalikbimetals.com/images/pdf/pdf-
feb-2020/Nomination-and-Remuneratio.pdf

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

The particulars as required under the provisions of Section
134(3) (m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign
exchange earnings and outgo are given as under:

(A) Conservation of energy-

i) Some of the steps taken for the conservation of energy

are;

• Continued to replacing older drives with newer
drives that are application specific with correcting
rating.

• Renewal of pneumatic piping with the latest leak
proof systems

• As much as possible all new motors installed are of
energy efficient types

• Conventional light replaced with LED Lights

• Installation of new energy efficient compressors

• Inter-Plant movement of material done using
Electric Vehicle.

• Continued monitoring of carbon footprints with a
plan to offset our carbon footprints in the coming
years.

ii) The steps taken by the Company for utilizing alternate

sources of energy;

• The bulk of the energy used in all operations is from
renewable sources, mainly hydroelectric power.

iii) The capital investment in energy conservation

equipment: '' 3.01 Lakhs.

(B) Technology Absorption

i) the efforts made towards technology absorption;

• Further improvements made in custom-built
machines for automatic inspection of components;

• Additional Automated systems for high-speed
measurement and dimensional checks;

• Use of artificial intelligence in automotive inspection
machines.

• Research initiated in improving performance of
resistive alloys.

• Development undertaken to indigenous sourcing of
components alloys of bi-metals.

• Improved heat treatment process to improve
performance of resistors;

ii) The benefits derived like product improvement, cost
reduction, product development or import substitution;

• Reduction in internal rejections and external
customer complaints;

• Reduction in production lead time;

• Improvement of production efficiency;

• Development of new products;

• Development and validation of new processes and
process enhancements .

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

• The details of technology imported - N. A.

• The year of import - N. A.

• Whether the technology has been fully absorbed-
N. A.

• I f not fully absorbed, areas where absorption has
not taken place, and the reasons thereof: N. A

iv) The expenditure incurred on Research and Development.

• Capital Expenditure: '' 191.10 Lakhs

• Recurring Expenditure: '' 395.79 Lakhs

• Total: '' 586.89 Lakhs

• Total R & D expenditure as a percentage of total
turnovers: 1.39.%

(C) Foreign exchange earnings and Outgo

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

i) Earnings in FC '' 25,873.50 Lakhs

ii) Expenditure FC '' 16,282.11 Lakhs

iii) Expenditure in FC (Capex) '' 1,154.11 Lakhs

iv) Investment in Subsidiary '' 1,068.55 Lakhs

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE
REGULATORS

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

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year of the
Company and the date of this report.

GENERAL SHAREHOLDER INFORMATION

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

ACKNOWLEDGEMENT/ APPRECIATION

Your Directors wish to place on record their appreciation
for the continued support and cooperation received from
various State Governments as well as the Governments of
India. The Directors also thank the banks, shareholders,
suppliers, dealers and in particular the valued customers for
their trust and patronage.

Your Directors record their appreciation for the commitment,
dedication and hard work put in by employees and executives
particularly during the socio-economic challenges and
disruptions caused by ongoing Covid-19 pandemic, which
has enabled the Company to continue to grow stronger.

For Shivalik Bimetal Controls Ltd.

Sd/-

S. S. Sandhu
Chairman & Whole Time Director
DIN:00002312

Place : New Delhi
Date : August 29, 2023

---

Mar 31, 2018

The Directors have pleasure in presenting the 34^th Annual Report of the Company for the year ended 31^st March, 2018. FINANCIAL HIGHLIGHTS (STANDALONE)

(Rs. in Lakhs)

PARTICULARS	FY 2017-18	FY 2016- 17
Revenue from Operations	16,167.97	12,556.99
Other Income	230.15	207.07
Total Revenue	16,398.12	12,764.06
Operating Expenditure	13,420.66	10,658.11
Profit/(Loss)before Interest, Depreciation, Tax & Exceptional Items	2,977.46	2,105.95
Finance Cost	331.13	254.25
Depreciation	461.58	453.67
Profit/ (Loss) before Taxes & Exceptional items	2,184.75	1,398.03
Exceptional items (Income)/Expenses	(1.24)	3.24
Profit/ (Loss) before Tax	2,185.99	1,394.79
Tax Expense	587.30	532.55
Profit/ (Loss) after Tax	1,598.69	862.24
Other comprehensive income	0.35	(7.17)
Total Comprehensive Income for the Period	1,599.04	855.07
PER SHARE DATA
Particulars	FY 2017-18	FY 2016-17
Basic EPS	4.16	2.23
Book Value per share	22.20	18.55

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the Financial Year and the date of this Report.

ADOPTION OF INDIAN ACCOUNTING STANDARDS (Ind-AS)

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (”Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2017. Financial statements for the year ended March 31, 2017 have been restated to conform to Ind-AS. Note no. 45 to the Standalone financial statements provide further explanation on the transition to Ind AS.

COMPANY’S PERFORMANCE

Standalone performance:

The Company recorded encouraging performance for the year. The Company recorded an overall growth of 29% in operating revenue in FY 2017-18 from Rs. 12,556.99 lakhs to Rs. 16,167.97 lakhs.

The Profit before Tax and Profit after Tax for the year under review amounted to Rs. 2,185.99 Lakhs and Rs. 1,598.69 Lakhs respectively as compared to Rs. 1,394.79 Lakhs and Rs. 862.24 Lakhs, in the previous financial year.

The members are advised to refer the separate section on the Management Discussion and Analysis in this Report for detailed understanding of the operating results and business performance.

EXPANSION

The Company was certified under TS 16949 in January 2016 and has now upgraded all related systems and procedures to conform to the new guidelines as per the newly released TS16949:2016 standard.

The AEC (Automotive Electronics Council) compliant test facility was commissioned as was reported in the previous issue of this document. This capability has allowed for development and successful submission of samples for various automotive applications, many of which are in final stages of testing and approval.

Commercial orders have already been received from leading automotive customers.

The existing stamping facility is now in its upgradation phase wherein new high speed presses are being installed in place of the older mechanical presses. This will provide a significant increase in accuracy, safety and capacity.

Various manual finishing and inspection processes are being automated. This is to achieve higher accuracy and output.

Your Directors are happy to inform you that the Company has succeeded in procuring approx. 2,324 sq.mt. of land adjacent to the existing manufacturing facility. The company plans to commence construction of factory building on this land by mid-october 2018 and complete the same by July 2019. This land will enable your Company to add approx. 25,000 sft. of additional area offering 3 floors.

UNIT-IV

As reported by your Directors in the previous year Annual Report with regard to setting up manufacturing facilities for capacity and capability enhancements, etc., your Directors are happy to inform you that, having obtained the possession of the land, the layout plans are under finalization and it is expected to commence construction in March 2019 and to complete the same by October 2020.

CONSOLIDATED

The Annual Report includes the audited Consolidated Financial Statements, prepared in compliance with the Companies Act, 2013 and the applicable Accounting Standards, its Joint Venture and Associate Companies. The Consolidated Financial Statements shall be laid before the ensuing 34^th Annual General Meeting of the Company along with the laying of the Standalone Financial Statements of the Company.

Additional details regarding performance of the Associate Company & Joint Venture Companies have been mentioned in the succeeding paragraphs.

PERFORMANCE OF THE ASSOCIATE /JOINT VENTURE COMPANIES

Your Company has one Associate Company and two Joint Venture Companies as on 31^st March, 2018. The members may refer to the financial statements forming part of the Annual Report as required under the provisions of Section 129(3) of the Companies Act, 2013. The key highlights of these Associate/Joint Venture companies are as under:

a) Associate Company

Shivalik Bimetal Engineers Private Limited

This Company recorded a turnover of Rs. 133.18 Lakhs for the year ended 31^st March, 2018 (Previous year of Rs.128.74 Lakhs) and also recorded a profit of Rs. 25.28 Lakhs for the year ended 31^st March, 2018 (Previous year of Rs.18.06 Lakhs).

b) Joint Venture Companies

i) Innovative Clad Solutions Private Limited

This Company recorded a turnover of Rs. 5,969.93 Lakhs for the year ended 31^st March, 2018 (Previous year of Rs. 4,951.73 Lakhs) and also recorded a profit of Rs. 28.52 Lakhs for the year ended 31^st March, 2018 (Previous year loss of Rs. (481.56) Lakhs).

ii) Checon Shivalik Contact Solutions Private Limited

This Company recorded a turnover of Rs. 2,248.67 Lakhs for the year ended 31^st March, 2018 (Previous year of Rs. 2036.48 Lakhs) and also recorded a profit of Rs. 119.86 Lakhs for the year ended 31^st March, 2018 (Previous year of Rs. 81.95 Lakhs).

These financial statements have been prepared in accordance with the recognition and measurement principles of applicable Indian Accounting Standards (”Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 as specified in section 133 of the Companies Act, 2013. Financial statements for the year ended March 31, 2017 have been restated to conform to Ind-AS.

A statement containing salient features of the financial statements of the Associate/Joint Venture Companies in form AOC-1(Part-B) is given in ‘Annexure -A’ to this Report.

Further, in accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing the Standalone and the Consolidated financial have been placed on the website of the Company i.e. www.shivalikbimetals.com.

DIVIDEND

The Board of Directors has recommended a final dividend of Rs. 0.30 (i.e., 15%) per Equity Share of the face value of Rs. 2/- each (Last year: 12.5%) for the year ended 31^st March, 2018, amounting to Rs. 138.90 Lakhs (including corporate dividend tax). This is in addition to the interim dividend of Rs. 0.30 (i.e.,15%) per equity share of Rs. 2/- each (last year : 12.5%) each in its Board Meeting held on 08^th February, 2018 and which was paid on 06^th March, 2018 amounting to Rs. 138.66 Lakhs (including corporate dividend tax). The total dividend per equity share for year ended 31^st March, 2018 is Rs.0.60 (i.e., 30%) and total dividend payout is Rs.277.56 Lakhs (including corporate dividend tax).

The Register of Members and Share Transfer Books will remain closed from 21^st September, 2018 and 27^th September, 2018 (both days inclusive).

TRANSFER TO RESERVE

During the year under review, the Company has not transferred any amount to the General Reserve.

PUBLIC DEPOSITS

During the year under review, your Company has not invited any deposits from public/shareholders under Section 73 and 74 of the Companies Act, 2013.

BONUS SHARES

During the year under review, the Company has issued and allotted 19201400 bonus shares to the equity shareholders in the ratio of 1:1 (i.e. one fully paid equity share of Rs. 2/- each for one fully paid equity share).

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the Provisions of the Act, Mr. N.S. Ghumman (DIN: 00002052) Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out the Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. A structured questionnaire was prepared after circulating the drafts forms, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman, Board as a whole and the Non-Independent Directors was carried out by the Board excluding the Directors being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year under review, Six (6) Board Meetings and five (5) Audit Committee Meetings were convened and held, the details of aforesaid meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

AUDITORS Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 (“the Act) appointment of the statutory Auditor M/s. Arora Gupta & Co., Chartered Accountants (Firm Registration No. 021313C), was made by the Members in their Annual General Meeting (AGM) held on 27^th day of September, 2017 for a period of five years i.e from the conclusion of 33^rd AGM till conclusion of 38^th AGM.

Auditors Report

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

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has re-appointed M/s R Miglani & Co., Company Secretaries, New Delhi, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report in form MR-3 for the financial year ended 31^st March 2018 is annexed herewith as ‘Annexure-B’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2017-18 which call for any explanation from the Board of Directors.

M/s R Miglani & Co., Company Secretaries have been re-appointed to conduct the Secretarial Audit of the Company for the financial year 2018-19 and they confirmed their eligibility for the said re-appointment.

Cost Auditors

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company, on the recommendation of the Audit Committee, has approved the re-appointment of Mr. Ramawatar Sunar, Cost Accountants, (Firm Registration No. 100691), as the Cost Auditor of the Company for audit of the cost records maintained by the Company for the year ended 31^st March, 2019. Pursuant to Section 148 of the Act read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, ratification of the remuneration of Cost Auditors is being sought from the Members of the Company at the ensuing AGM.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors’ comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened.

Significant audit observations & corrective action suggested are presented to the Audit Committee.

EXTRACT OF ANNUAL RETURN

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

CORPORATE GOVERNANCE REPORT INCLUDING MANAGEMENT AND DISCUSSION ANALYSIS REPORT

As per the applicable provisions of the LODR Regulations 2015, a detailed Corporate Governance Report together with the Practising Company Secretary certificate on the compliance of conditions of Corporate Governance and Management Discussion & Analysis Report forms part of the Annual Report and annexed as ‘Annexure - D&E’ to this Report

The Corporate Governance Report forming part of this Report also covers the following:

a) Particulars of the Board Meetings held during the Financial Year 2017-18.

b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for the performance evaluation of Directors.

c) The details with respect to composition of Committees and establishment of Vigil Mechanism (including Whistle Blower Mechanism/Policy).

PARTICULARS OF CONTRACTS /ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms’ length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Company’s website at: http://www.shivalikbimetals.com/imaaes/pdf/related-party-transaction-policy.pdf.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. Therefore, disclosure in Form AOC-2 is not required. Members may refer to Note 43 to the standalone financial statement which sets out related party disclosures pursuant to Ind AS.

CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a CSR Policy in line with Schedule VII of the Companies Act, 2013. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other geographies based on the needs of the communities. The four focus areas where special Community Development programs are run:

a) Promote education;

b) School Support Program;

c) Basic Infrastructure Development projects /Rural Development;

d) Ensuring environmental sustainability, ecological balance, protection of flora & fauna, animal welfare, Agro forestry, conservation of natural resources & maintaining quality of soil, air & water;

The Annual Report on CSR activities for the Financial Year 2017-18 is annexed as ‘Annexure - F’ to this Report pursuant to Rule 8 of The Companies (Corporate Social Responsibility) Rules, 2014.

CREDIT RATING

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

Bank Facilities	Amount (Rs. Crore)	Rating	Remarks
Long Term Bank Facilities (Term Loan)	2.00 (reduced from 2.44)	CARE BBB ; Stable [Triple B Plus; Outlook: Stable)	Revised from CARE BBB; Stable [ Triple B; Outlook: Stable]
Short Term Bank Facilities (Non-Fund Based)	40.00	CARE A2 [A Two]	Revised from CARE A3 [A Three Plus]
Long/Short Term Bank Facilities (Fund Based)	26.00	CAREBBB ; Stable/CARE A2 [Triple B Plus; Outlook: Stable/A Two]	Revised from CARE BBB; Stable/CARE A3 [Triple B; Outlook: Stable/A Three Plus.]
Total Facilities	68.00 (Rupees Sixty Eight Crore Only)

DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

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

There were no complaints received during the Financial Year 2017-18.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on 31^st March, 2018.;

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

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

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

In accordance with Section 178 of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company has already formulated the Nomination and Remuneration & Board Diversity Policy. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters has been outlined in the Corporate Governance Report, which forms part of this Report.

PARTICULARS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and given hereunder. In terms of Section 136(1) of the Companies Act, 2013, the same is open for inspection at the Registered Office of your Company. Copies of this statement may be obtained by the members in writing to the Company Secretary of your Company.

Further, the Company has no person in its employment drawing salary of 1.02 Crores per annum or 8.50 Lakhs per month (Excluding whole-time Directors- details of whom are given hereunder) as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr. No.	Name of Employee	Designation/ Nature of Duties	Remuneration (Rs. in Lakhs)	Qualification	Age (years)	Experience (No. of years)	Date of Commencement of employment	Particulars of previous employment
1	2	3	4	5	6	7	8	9
1.	Mr. S.S. Sandhu	Chairman	181.49	B.A. (Pass)	64	46	01/09/1992	N.A.
2.	Mr. N.S. Ghumman	Managing Director	181.53	B.E. (Hons.)	67	45	18/06/1984	M/s Tradex Gestion SA General of Switzerland

Notes:

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

Other Disclosure

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2017-18:

Mr. S.S.Sandhu	Chairman	Median 1:78
Mr. N.S.Ghumman	Managing Director	Median 1:78

(ii) the percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the financial year 2017-18:

Mr. S.S. Sandhu	Chairman	59.92%
Mr. N.S. Ghumman	Managing Director	60.13%
Mr. Rajeev Ranjan	CFO	19.28%
Ms. Aarti Jassal	Company Secretary	14.54%

(iii) the percentage increase in the median remuneration of employees in the financial year 2017-18: Median : 8.83 %.

(iv) the number of permanent employees on the rolls of Company-307

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average increase in the remuneration of all the employees excluding KMP’s: 11.90 %.

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

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company hereby affirms that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are given as under:

(A) Conservation of energy-

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

- For reducing paper consumption internal communications / data sharing made compulsory within the organization through emails. Using back side of printed papers.

- All lights changed to LED.

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

- Plans to install solar lights surrounding the factory building.

- Switching of Monitors during Lunch Break.

iii) The capital investment on energy conservation equipment;

Nil

(B) Technology Absorption

i) the efforts made towards technology absorption;

- Acquisition of latest technology for plating thickness measurement.

- Automation of surface cleaning & OSP process.

- Testing and simulation technology upgradation.

- Acquisition of high precision measuring equipment for BMS shunts.

- Planning to develop manufacturing / testing technology to meet technical cleanliness.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

- Reduction in internal rejections and external customer complaints.

- Improvement of production efficiency.

- Development of new products.

- Development and validation of new processes and process enhancements.

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

- The details of technology imported - N.A.

- The year of import - N.A.

- Whether the technology been fully absorbed- N.A.

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

iv) The expenditure incurred on Research and Development.

- Capital Expenditure : Rs. 91.97 Lakhs

- Recurring Expenditure : Rs. 53.89 Lakhs

- Total : Rs. 145.86 Lakhs

- Total R & D expenditure as a percentage of total turnovers : 0.90%

(C) Foreign exchange earnings and Outgo

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

Earnings in Foreign exchange : Rs. 7,895.57 Lakhs

Expenditure in Foreign currency : Rs. 7,595.17 Lakhs

Expenditure in Foreign currency on Capex : Rs. 142.13 Lakhs

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

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

GENERAL SHAREHOLDER INFORMATION

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

ACKNOWLEDGEMENTS/ APPRECIATION

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

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

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

By order of the Board

For Shivalik Bimetal Controls Limited

Sd/

Place : New Delhi S.S. Sandhu

Date : 23.08.2018 Chairman

DIN: 00002312

302, Kings I, Royal Retreat,

Charmswood Village, Suraj Kund,

Faridabad, 121009, Haryana, India

Registered Office:

16-18, New Electronics Complex, Chambaghat, Distt. Solan (H. P) CIN: l27101HP1984PLC005862 E-mail: [email protected]

---

Mar 31, 2016

Dear Members,

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

FINANCIAL RESULTS:

(Rs. in Lacs)

PARTICULARS	Consolidated	Standalone
	FY 2015-16	FY 2015-16	FY 2014-15
Sales & Other income	11,640.42	10,654.91	10,162.22
Exceptional Items- Expenses	20.16	20.19	103.91
Profit before Finance Cost, Depreciation and Tax	1,444.12	1,408.62	1,479.92
Finance Costs	442.72	389.90	319.84
Depreciation	431.22	368.77	317.05
Profit before Tax	570.18	649.95	843.03
Less: Tax Expenses	237.59	238.51	348.84
Profit for the Year	332.59	411.44	494.19
Balance brought forward from Previous Year	2,211.75	3,365.97	2,971.78
Profit available for Appropriation	2,544.34	3,777.41	3,465.97
Appropriations:
General Reserve	100.00	100	100.00
Adjustment due to change in holding of Joint Venture during the year.	(86.64)	-	-
Balance carried to Balance Sheet	2,530.98	3,677.41	3,365.97

PER SHARE DATA

PARTICULARS	Consolidated	Standalone
	FY 2015-16	FY 2015-16	FY 2014-15
Basic EPS	1.73	2.14	2.57
Book Value per share	28.52	33.85	31.70

COMPANY''S PERFORMANCE

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

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

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

DIVIDEND

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

TRANSFER TO RESERVE

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

LISTING AGREEMENT

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

EXPORTS

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

EXPANSION

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

JOINT VENTURE & ASSOCIATES

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

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

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

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

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

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

AWARDS, RECOGNITIONS AND CERTIFICATIONS

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

PUBLIC DEPOSITS

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

DIRECTORS

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

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

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

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

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

- Board dynamics and relationships

- Information flows

- Decision Making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and committees effectiveness

- Peer evaluation

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

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

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

DECLARATION BY INDEPENDENT DIRECTORS

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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

AUDITORS

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

AUDITORS'' REPORT

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

SECRETARIAL AUDIT

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

INTERNAL AUDIT

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

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

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

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

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

EXTRACT OF ANNUAL RETURN

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

TRANSACTIONS WITH RELATED PARTIES

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

RISK MANAGEMENT

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

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

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

CREDIT RATING

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

Facilities	Rating
Long Term Bank Facilities	CARE BBB (Triple B)
Short Term Bank Facilities	CARE A 3 (A Three Plus)
Long Term/ Short Term Bank Facilities	CARE BBB/ CARE A 3 (Triple B/ A Three Plus)

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

GENERAL SHAREHOLDER INFORMATION

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

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

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

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

NOMINATION AND REMUNERATION & BOARD DIVERSITY POLICY

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

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

In accordance with Section 178 of the Companies Act, 2013 read with the Rules issued there under, erstwhile Clause 49 of the Listing Agreement and which is now substituted with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company has formulated the Nomination and Remuneration & Board Diversity Policy. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters has been outlined in the Corporate Governance Report, which forms part of this Report.

PARTICULARS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and given hereunder. In terms of Section 136(1) of the Companies Act, 2013, the same is open for inspection at the Registered Office of your Company. Copies of this statement may be obtained by the members in writing to the Company Secretary of your Company.

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

Sr. No.	Name of Employee	Designation/ Nature of Duties	Remuneration (Rs. in lacs)	Qualification	Age (years)	Experience (No. of years)	Date of Commencement of employment	Particulars of previous employment
1	2	3	4	5	6	7	8	9
1.	Mr. S.S. Sandhu	Chairman	82.34	B.A. (Pass)	62	44	01/09/1992	N.A.
2.	Mr. N.S. Ghumman	Managing Director	81.26	B.E. (Hons.)	65	43	18/06/1984	M/s Tradex Gestion SA General of Switzerland
3.	Mr. D.J.S. Sandhu (Resigned w.e.f. 20th August, 2015)	Deputy Managing Director	26.85	B.Sc. (Hons.)	58	38	04/04/1996	N.A.

Notes:

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

Other Disclosure:-

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

S.S.Sandhu	Chairman	Median 1:43
N.S.Ghumman	Managing Director	Median 1:42
D.J.S.Sandhu	Dy Managing Director	Median 1:36

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

S.S.Sandhu	Chairman	Nil
N.S.Ghumman	Managing Director	Nil
D.J.S.Sandhu	Dy Managing Director	Nil
Mukesh Kr Verma	CFO	10.43%
Ram Parvesh	Company Secretary	22.47%

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

Median 11.42 %

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

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

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

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

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

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

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are given as under:

(A) Conservation of energy-

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

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

- Recycling of process water to conserve natural resources.

- Installation of Fume extractors on the roof.

- Rain water harvesting.

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

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

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

(B) Technology absorption-

(i) The efforts made towards technology absorption;

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

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

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

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

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

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

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

(iv) The expenditure incurred on Research and Development.

Rs. 17.62 lacs.

(C) Foreign exchange earnings and Outgo

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

Earnings in Foreign exchange Rs. 4,011.23 Lacs

Expenditure in Foreign currency Rs. 4,447.95 Lacs

Expenditure in Foreign currency on Capex Rs. 30.72 Lacs

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

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

MATERIAL CHANGES AND COMMITMENTS

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

REQUEST TO THE MEMBERS

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

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

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

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

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

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

- The Ministry of Corporate Affairs has taken a ''Green Initiative in the Corporate Governance'' by allowing paperless Compliances by the Companies and has issued circular stating that service of notice / documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members are requested to provide / update their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants or send an e-mail at [email protected] 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 [email protected] or [email protected] or by sending a communication at the Company''s Registered Office or Head Office or address mentioned below:

M/s MAS Services Ltd.

T - 34, IInd Floor,

Okhla Industrial Area, Phase - II,

New Delhi-110020

ACKNOWLEDGEMENTS/ APPRECIATION

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

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

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

Place : New Delhi By order of the Board

Date : August 11, 2016 For Shivalik Bimetal Controls Limited

Sd/-

Registered Office: S. S. Sandhu

16-18, New Electronics Complex, Chairman

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

CIN: L27101HP1984PLC005862 302, Kings I, Royal Retreat,

e-mail: [email protected] Charmswood Village, Suraj Kund,

Faridabad, 121009, Haryana, India

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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 [email protected] 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 [email protected] or [email protected] 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: [email protected]

---

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 [email protected] or [email protected] 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 [email protected] or [email protected] 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

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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