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You can view full text of the latest Director's Report for the company.

BSE: 513097ISIN: INE386D01027INDUSTRY: Steel - General

BSE   ` 522.90   Open: 529.75   Today's Range 513.55
532.65
+3.10 (+ 0.59 %) Prev Close: 519.80 52 Week Range 467.95
730.00
Year End :2023-03 

Directors’ Report

To,

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

The Board of Directors are pleased to present the Thirty Ninth (39th) 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 38th Annual General Meeting (AGM) held on
September 27, 2022 until the conclusion of 43rd 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 39th 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