Annual Report 2014-15 - ShivRasayaL

THIRTY SEVENTH
ANNUAL REPORT
2014-2015
SHIVALIK RASAYAN LIMITED

Ist Page

CIN: L24237UR1979PLC005041
THIRTY SEVENTH ANNUAL REPORT 2014-2015
BOARD OF DIRECTORS
Shri Rahul Bishnoi : Chairman
Shri S. K. Singh : Managing Director
Shri Ashwani Kumar Sharma : Director
Shri Anirudh Bishnoi : Director
Shri Puneet Chandra : Independent Director
Shri Harish Pande : Independent Director
Shri Rajiv Mehta : Independent Director
Shri Kailash Gupta : Independent Director
Shri Arun Kumar : Independent Director
Smt. Usha Pande : Independent Director
COMPANY SECRETARY : Ms. Priyanka Singh
SENIOR LEADERSHIP
Shri S. K. Singh : Managing Director
Shri Vinod Kumar : Chief Financial Officer
AUDITORS : Statutory Auditors
M/s Rai Qimat & Associates, 24/801, East End Apts.,
Mayur Vihar, Phase-1 Extn., Delhi 110 091
Cost Auditors
M/s Cheena & Associates, H-28, Street No.9,
New Mahavir Nagar, New Delhi 110 018
Secretarial Auditors
M/s AMJ & Associates 207, Shree Ganesh Complex,
32B, Veer Savarkar Block, Shakarpur, Delhi 110 092
REGISTERED OFFICE : Village Kolhupani, P.O.Chandanwari,
AND FACTORY Dehradun 248 007, Uttarakhand, Tel No.0135-2772038, 2773429
CORPORATE IDENTIFICATION NO (CIN) : L24237UR1979PLC005041
CORPORATE OFFICE : 1506, Chiranjiv Tower, 43, Nehru Place,
New Delhi 110 019, Tel No.011-26221811, 26418182
E-mail:[email protected], [email protected]
Website:www.shivalikrasayan.in
SHARE REGISTRAR : M/s Beetal Financial & Computer
AND TRANSFER AGENT Services Pvt. Limited, BEETAL House, 3rd Floor,
99, Madangir, Behind Local Shopping Complex,
New Delhi 110 062, Tel No.011-29961281, 29961282
E-mail: [email protected]
BANKERS : IDBI Bank Limited, Axis Bank Limited,

ICICI Bank Limited, Hongkong and
Shanghai Banking Corp Ltd,
Punjab National Bank.
CIN : L24237UR1979PLC005041
NOTICE
NOTICE is hereby given that the Thirty Seventh Annual General Meeting of the members of Shivalik Rasayan Limited will be held
on Monday the 28th September, 2015 at 9.30 A.M. at the Registered Office of the Company at Village Kolhupani,
Dehradun, Uttarakhand 248007 to transact the following business:-
ORDINARY BUSINESS
1. To consider and adopt the Balance Sheet as on 31st March 2015, Profit & Loss Account for the period from 1st April 2014
to 31st March 2015 and the report of the Directors and Auditors thereon.
2. To appoint a Director in place of Shri Ashwani Kumar Sharma, (DIN: 00325634) who retires by rotation and being eligible
offers himself for re-appointment.
3. To appoint M/s Rai Qimat & Associates, Chartered Accountants, Delhi (Firm Registration No.013152C) as statutory auditors
of the Company to hold office from the conclusion of this Annual General Meeting until conclusion of the Sixth Annual
General Meeting from this Annual General Meeting and to fix their remuneration and to pass the following resolution
thereof:
RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, and
pursuant to the recommendations of the audit committee of the Board of Directors, M/s Rai Qimat & Associates, Chartered
Accountants, Delhi (Firm Registration No.013152C), be and are hereby re-appointed as the auditors of the Company to hold
office from the conclusion of this Annual General Meeting until conclusion of the Sixth Annual General Meeting from this
Annual General Meeting (subject to ratification of the appointment by the members at every AGM held after this AGM) and
that the Board of Directors, be and are hereby authorized to fix such remuneration as may be agreed upon by the Board of
Directors and Auditors, in addition to reimbursement of service tax and actual out of pocket expenses incurred in
connection with the audit of the accounts of the Company.
SPECIAL BUSINESS
4. To consider and if though fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
RESOLVED THAT, pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, and the Rules
made thereunder, read with Schedule IV of the Companies Act, 2013, Shri Arun Kumar (DIN 07031730), who was appointed
as an Additional Director of the Company by the Board of Directors with effect from 14.02.2015 in terms of Section 161 of
the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a member under
Section 160 of the Companies Act, 2013, signifying his intention to propose Shri Arun Kumar as a candidate for the office
of Director of the Company, be and is hereby appointed as an Independent Director of the Company for a term of Five Years
up to 13.02.2020 and whose office shall not be liable to retire by rotation.
5. To consider and if though fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
RESOLVED THAT, pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, and the Rules
made thereunder, read with Schedule IV of the Companies Act, 2013, Smt. Usha Pande (DIN 07091890), who was appointed
as an Additional Director of the Company by the Board of Directors with effect from 14.02.2015 in terms of Section 161 of
the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a member under
Section 160 of the Companies Act, 2013, signifying his intention to propose Smt. Usha Pande as a candidate for the office
of Director of the Company, be and is hereby appointed as an Independent Director of the Company for a term of Five Years
up to 13.02.2020 and whose office shall not be liable to retire by rotation.
By order of the Board
for Shivalik Rasayan Ltd.
Sd/-
Place : New Delhi Priyanka Singh
Dated: 2nd Sept., 2015 Company Secretary
ACS M.No.30929
Regd. Office:
Village Kolhupani, P. O. Chandanwari, Dehradun 248 007, Uttarakhand
1 Annual Report 2014-15

CIN : L24237UR1979PLC005041
NOTICE
IMPORTANT NOTES:
1. The Register of Members and the Share Transfer books of the Company will remain closed from
23.09.2015 to 28.09.2015 (both days inclusive).
2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out
details relating to Special Business at the meeting, is annexed hereto.
3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY /
PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY / PROXIES NEED NOT
BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBER(S).
The instrument of Proxy in order to be effective, should be deposited at the Registered Office of
the Company, duly completed and singed, not less than 48 hours before the commencement of the
meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies
etc., must be supported by an appropriate resolution/authority, as applicable.
4. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the
Company of any change in address or demise of any member as soon as possible. Members are also
advised not to leave their demat account(s) dormant for long. Periodic statement of holdings
should be obtained from the concerned Depository Participant and holdings should be verified.
5. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent
Account Number (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 or RTA.
6. Electronic copy of the Annual Report for 2014-15 is being sent to all the members whose email IDs
are registered with the Company/Depository Participant(s) for communication purposes unless any
member has requested for a hard copy of the same. For members who have not registered their
email address, physical copies of the Annual Report for 2014-15 is being sent in the permitted mode.
7. The Companys shares are listed with Bombay Stock Exchange and listing fee for the year 2015-16
has been paid.
8. Voting through electronic means:

I. In compliance with provisions of clause 35B of the Listing Agreement read with provisions of Section
108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration)
Rules, 2014, as substituted by the Companies (Management and Administration) Rules, 2015, the
Company is providing the shareholders facility to exercise their right to vote on Resolutions
proposed to be considered at the forthcoming Annual General Meeting by electronic means
and the business may be transacted through e-voting platform provided by Central Depository
Services (India) Limited (CDSL).
II. That the facility for voting, through Ballot Paper shall also be made available at the Meeting &
Members attending the meeting who have not already cast their vote by remote e-voting shall
be able to exercise their right at the meeting through Ballot Paper
III. That the Members who have cast their vote by remote e-voting prior to the Meeting may also
attend the meeting but shall not be entitled to cast their vote again.
The process & manner for e-voting are as under:-

i) The voting period begins on 23th September, 2015 (9:00 AM) and ends on 25th September, 2015
(5:00 PM). During this period shareholders of the Company, holding shares either in physical
form or in dematerialized form, as on the cut-off date (record date) of 22nd September, 2015,
may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting
thereafter.
Annual Report 2014-15 2
CIN : L24237UR1979PLC005041
NOTICE
ii) The shareholders should log on to the e-voting website www.evotingindia.com
iii) Click on Shareholders tab.
iv) Now Enter your User ID
a. For CSDL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical form should enter Folio Number registered with the
Company.
v) Next enter the Image Verification as displayed and Click on Login.
vi) If you are holding shares in demat for and had logged on to www.evotingindia.com and voted
on an earlier voting of any company, then your existing passed is to be used.
vii) If you are a first time user follow the steps given below:-
For Members holding shares in Demat Form and Physical Form
PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the 8
digits of the sequence number in the PAN Field.
In case the sequence number is less than 8 digits enter the applicable number
of 0s before the number after the first two characters of the name in CAPITAL
letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter
RA00000001 in the PAN field.
DOB# Enter the Date of Birth as recorded in your demat account or in the company records
for the said demat account or folio in dd/mm/yyyy format.
viii) After entering these details appropriately, click on SUBMIT tab.
ix) Members holding shares in physical form will then reach directly the Company selection screen.
However, members holding shares in demat form will now reach Password Creation menu
wherein they are required to mandatory enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for resolutions of any
company on which they are eligible to vote, provided that company opts for e-voting through
CDSL platform. It is strongly recommended not to share your password with any other person
and take utmost care to keep your password confidential.
x) For members holding shares in physical form, the details can be used only for e-voting on the
resolution contained in this Notice.
xi) Click on the EVSN of SHIVALIK RASAYAN LIMITED on which you chosse to vote.
xii) On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option
YES/NO for voting. Select the option YES or NO as desired. The option YES implies that you
assent to the Resolution and option NO implies that you dissent to the Resolution.
xiii) Click on the RESOLUTION FILE LINK if you wish to view the entire Resolution details.
xiv) After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation
box will be displayed. If you wish to confirm your vote, click on OK, else to change your
vote, click on CANCEL and accordingly modify your vote.
xv) Once you Confirm your vote on the resolution, you will not be allowed to modify your vote.
xvi) You can also take out print of the voting done by you by clicking on Click here to print
option on the voting page.
xvii) If Demat account holder has forgotten the changed password then enter the User ID and the
image verification code and click on Forgot Password & enter the details as prompted by the
system.
xviii)Note for Non Individual Shareholders and Custodians

CIN : L24237UR1979PLC005041
NOTICE
Non-Individual shareholders (i.e., other than individuals, HUF, NRI etc.) and Custodian are
required to log on to http://www.evotingindia.co.in and register themselves as
Corporate.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should
be emailed to [email protected].
After receiving the login details a compliance user should be created using the admin
login and password. The Compliance user would be able to link the account(s) for which
they wish to vote on.
The list of accounts should be mailed to [email protected] and on approval
of account they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have
issued in favour of the Custodian, if any, should be uploaded in PDF format in the system
for the scrutinizer to verify the same.
xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked
Questions (FAQs) and e-voting manual available at www.evotingindia.com, under help section
or write an email to [email protected].
9. The Voting Rights of the Members shall be in proportion to their shares of the paid up equity share
capital of the Company as on the cut-off date i.e., 22nd September, 2015.
10. A person whose name is recorded in the Register of Members or in the register of beneficial
owners maintained by the depositories as on the cut-off date only shall be entitled to avail the
facility of remote e-voting as well as voting in the Annual General Meeting through ballot paper.
11. Mr. Manoj Kumar Jain, Practicing Company Secretary (Membership No.FCS-5832) has been appointed
as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
12. The Chairman shall, at the Annual General Meeting, at the end of discussion on the Resolutions on
which voting is to be held, allow voting, with the assistance of Scrutinizer, by use of Ballot paper
or polling paper for all those Members who are present at the annual general meeting but have
not cast their votes for availing the remote e-voting facility.
13. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the
meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least
two witnesses, not in the employment of the company and shall make note later than three days of
conclusion of the AGM, a consolidated Scrutinizers Report of the total votes cast in favour or
against, if any, to the Chairman or a person authorized by him in writing who shall countersign the
same and declare the result of voting forthwith.
14. The Results along with the Scrutinizers Report shall be place on the Companys website
www.shivalikrasayan.in and on the website of CDSL immediately after declaration of results and
communicated to the Stock Exchange.
15. All documents referred to in the accompanying Notice and the Explanatory Statement shall be
open for inspection at the Registered Office of the Company during normal business hours (9.30 am
to 5.30 pm) on all working days, up to and including the date of the Annual General Meeting of the
Company.
EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE
COMPANIES ACT, 2013
Item No.4
Shri Arun Kumar was appointed as an Additional Director by the Board with effect from 14.02.2015
pursuant to Section 161 of the Companies Act, 2013. Pursuant to the provisions of Section 161 of the
Companies Act, 2013, Shri Arun Kumar will hold office up to the date of the ensuing AGM. The company
has received a notice in writing under the provisions of Section 160 of the Companies Act, 2013 from
CIN : L24237UR1979PLC005041
NOTICE
a member along with requisite deposit proposing the candidature of Shri Arun Kumar for the office of
Independent Director, to be appointed as such under the provisions of Section 149 of the Companies
Act, 2013.
The Company has received from Shri Arun Kumar (i) consent in writing to act as director in Form DIR-2
pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in
Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect
that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013, and (iii) a
declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of
Section 149 of the Companies Act, 2013.
Shri Arun Kumar has more than 40 years of experience of establishing agro-chemical units right from
construction to production.
The resolution seeks the approval of members for the appointment of Shri Arun Kumar as an
Independent Director of the Company for a term of Five Years up to 13.02.2020 pursuant to Section 149
and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. He is not
liable to retire by rotation.
In the opinion of the Board of Directors, Shri Arun Kumar, the Independent Director proposed to be
appointed, fulfils the conditions specified in the Act and the Rules made thereunder and he is
independent of the Management.
No director, key managerial personnel or their relatives, except the Shri Arun Kumar, to whom the
resolution relates, is interested or concerned in the resolution.
The Board recommends the resolution set forth in item no.4 for the approval of the members.
Item No.5
Smt. Usha Pande was appointed as an Additional Director (Woman Director) by the Board with effect
from 14.02.2015 pursuant to Section 161 of the Companies Act, 2013. Pursuant to the provisions of
Section 161 of the Companies Act, 2013, Smt. Usha Pande will hold office up to the date of the ensuing
AGM. The company has received a notice in writing under the provisions of Section 160 of the
Companies Act, 2013, from a member along with requisite deposit proposing the candidature of Smt.
Usha Pande for the office of Independent Director, to be appointed as such under the provisions of
The Company has received from Smt. Usha Pande (i) consent in writing to act as director in Form DIR-2
pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in
Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect
that she is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013, and (iii) a
declaration to the effect that she meets the criteria of independence as provided in sub-section (6) of
Smt. Usha Pande is Post Graduate in Economics and having 30 years of Industry Experience in the field
of Administration & Marketing.

CIN : L24237UR1979PLC005041
NOTICE
The resolution seeks the approval of members for the appointment of Smt. Usha Pande as an
Independent Director of the Company for a term of Five Years up to 13.02.2020 pursuant to Section 149
and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. She is not
liable to retire by rotation.
In the opinion of the Board of Directors, Smt. Usha Pande, the Independent Director proposed to be
appointed, fulfils the conditions specified in the Act and the Rules made there under and she is
independent of the Management.
No director, key managerial personnel or their relatives, except the Shri Harish Pande (Independent
Director) Spouse of Smt. Usha Pande, to whom the resolution relates, is interested or concerned in the
resolution.
The Board recommends the resolution set forth in item no.5 for the approval of the members.
for Shivalik Rasayan Ltd.

Sd/-
Place : New Delhi Priyanka Singh
Dated: 2nd Sept., 2015 Company Secretary
ACS M.No.30929
Regd. Office:
Village Kolhupani, P. O. Chandanwari, Dehradun 248 007, Uttarakhand

CIN : L24237UR1979PLC005041
NOTICE
DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMNET AT THE FORTHCOMING ANNUAL
GENERAL MEETING
(Pursuant to Clause 49 of the Listing Agreement)
Name of Director Shri Ashwani Kumar Sharma Shri Arun Kumar Smt. Usha Pande
Date of Birth 14.07.1959 06.07.1940 27.05.1956
Date of Appointment 18.07.2003 14.02.2015 14.02.2015
Experience in specific Mr. Sharma is a graduate who Mr. Arun Kumar is a Smt. Usha Pande is a
Functional areas is having rich experience in Chemical Engineer Post Graduate in
holding the administrative by profession having Economics and having
affairs of the company 45 years experience 30 years of industry
of establishing new experience in the
industries right from field of administration
construction to production & marketing
Chemical Engineer
Qualification Graduate No Graduate
Directorship in other No No
Public Limited Compa-
nies/excluding private
companies which are
subsidiary of public
company No
Member/Chairman of No No
Committee of the
Board of the Public
Limited Companies on
which he is Director
DETAILS OF SHAREHOLDING/OTHER CONVERTIBLE INSTRUMENTS OF NON-EXECUTIVBE DIRECTORS OF

THE COMPANY
(Pursuant to Clause 49 of the Listing Agreement)
S. No. Name of Director No. of Equity Shares Other convertible Instruments
01. Shri Harish Pande Nil Nil
02. Shri Puneet Chandra Nil Nil
03. Shri Rajiv Mehta 16250 Nil
04 Shri Kailash Gupta Nil Nil
05 Shri Arun Kumar Nil Nil
06 Smt. Usha Pande Nil Nil

CIN : L24237UR1979PLC005041
DIRECTORS' REPORT
TO THE MEMBERS
Your Directors have pleasure in presenting this Thirty Seventh Annual Report together with the Audited
Accounts of the company for the year financial year ended on 31st March 2015.
WORKING RESULTS
The Sales of your company have increased by 16.47% and net profit increased by 53.15% during the year
when compared to last years performance.
Financial Data (Rs. in Lac) Current Year Previous Year

Sales 4640.93 3984.79
Other Income 41.36 13.01
Profit for the year before Tax 272.37 178.97
Provision for taxation 88.35 58.93
Deferred Tax Assets/(Liability) (3.32) (2.06)
NET PROFIT FOR APPROPRIATION 180.69 117.98
DIVIDEND
In view of the future needs of funds for growth of the company dividend is not recommended in the
current year.
CURRENT OUTLOOK
The profit before tax is Rs.272.37 Lacs. The management is hopeful to continue the profitability further.
The per hectare usage of pesticides in India is still quite low in comparison to international standards.
Therefore there is substantial growth potential in agro chemical business.
FIXED DEPOSITS
No fixed deposits have been accepted from public during the financial year 2014-15.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Ashwani Kumar Sharma, Directors of the Company retire by rotation and being eligible,
offers himself for reappointment.
During the year, Mr. Arun Kumar (DIN 07031730) has been appointed as an Additional Director on the
Board of the Company w.e.f. 14.02.2015.
During the year, Mrs. Usha Pande (DIN 07091890) has been appointed as an Additional Women Director on
the Board of the Company w.e.f. 14.02.2015.
Your Directors welcome Mr. Arun Kumar and Mrs. Usha Pande on the Board of the Company.
All the independent Directors have given Declarations that they meet criteria of independence as laid
down u/s 149(6) of the Companies Act, 2013 and Clause No.49 of the Listing Agreement.
Brief resume of the above Directors proposed to be appointed / re-appointed, nature of their
expertise in specific functional areas and the name of the public companies in which they hold the
Directorship and the Chairmanship/membership of the Committees of the Board, as stipulated under
clause 49 of the Listing Agreement with the Stock Exchanges, are given in Explanatory Statements to
the Notice convening the Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT

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

CIN : L24237UR1979PLC005041
On the basis of compliance certificates received from the Executives of the Company, subject to
disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/
Internal Auditors of the Company from time to time, your Directors make the following statements in
terms of Section 134(3)(c) of the Companies Act, 2013:
i) that in the preparation of the Annual Financial Statements for the year ended on 31st March,
2015 the applicable accounting standards have been followed.
ii) that the Company has selected such accounting policies and applied them consistently and
made judgment and estimates that were reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the profit of
the Company for the year under review.
iii) that proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
iv) that the annual financial statements have been prepared on a on-going concern basis.
v) that proper Internal Financial Controls were in place and that the financial controls were
adequate and were operating effectively.
vi) that systems to ensure compliance with the provisions of all applicable laws were in place and
were adequate and operating effectively.
The Companys Internal Auditors have conducted periodic audit to provide reasonable assurance that
the Companys established policies and procedures have been followed. The Audit Committee
constituted by the Board reviews the internal control and financial reporting issues with Internal Auditors.
AUDITORS & AUDIT
The Statutory Auditors of the Company, M/s Rai Qimat & Associates, Chartered Accountants, Delhi (Firm
Registration No.013152C), who were appointed as Statutory Auditors by the members for conclusion of
this Annual General Meeting. Their re-appointed as the auditors of the Company to hold office from the
conclusion of this Annual General Meeting until conclusion of the Sixth Annual General Meeting from
this Annual General Meeting (subject to ratification of the appointment by the members at every AGM
held after this AGM) .
The observations of the Auditors and the relevant notes on the accounts are self-explanatory and
therefore do not call for any further comments.
INTERNAL AUDITORS
The Board of Directors of your Company has appointed M/s Pawan K Singla & Co., Chartered
Accountants, New Delhi (Firm Registration No.021595N) as Internal Auditors pursuant to the provisions
of Section 138 of the Companies Act, 2013 for the financial year 2015-2016.
COST AUDITORS
The Board of Directors of your Company has re-appointed M/s Cheena & Associates, Delhi, Cost Auditors
(Firm Registration No.0397) as Cost Auditors of the Company for the financial year 2015-16.
SECRETARIAL AUDITORS
The Board of Directors of your Company has appointed M/s AMJ & Associates, Company Secretaries, Delhi as
Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial
year 2015-16. The Report of the Secretarial Auditor is annexed to the Report as per Annexure A.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate
Governance as prescribed under the Listing Agreement with the Stock Exchange.
A separate Report on Corporate Governance alongwith Report on Management Discussion and Analysis
is enclosed as part of the Annual Report as Annexure B.

CIN : L24237UR1979PLC005041
Disclosure under Companies Act, 2013
(i) Extracts of Annual Return
The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed as per
Annexure C.
(ii) Meetings
During the year, Eight Board Meetings and Five Audit Committee Meetings were convened and
held. The details of which are given in the Corporate Governance Report.
(iii) Composition of Audit Committee
The Board has constituted Audit Committee, which comprises of Mr. Harish Pande, Mr. Rajiv
Mehta and Mr. Anirudh Bishnoi. More details about the committee are given in the Corporate
Governance Report.
(iv) Related Party Transactions
None of the transactions with any of related parties were in conflict with the Companys
interest. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in
the notes to the Financial Statements.
(v) Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of
the Companies Act, 2013 are given in the accompanying Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

A detailed note has been provided under Management Discussion and Analysis Report.
BOARD EVALUATION
Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board
has carried out an Annual Performance Evaluation of its own performance and the Directors individually.
The manner of evaluation of Non-Independent Directors, Chairman and the Board as a whole was done
at a separate meeting held by Independent Directors.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be
provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to
the Members and others entitled thereto, excluding the information on employees particulars which
is available for inspection by the members at the Registered office of the Company during business
hours on working days of the Company up to the date of Ensuing Annual General Meeting. Member
interested in obtaining a copy thereof, may write to the Company Secretary in this regards.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are provided as per Annexure D.

CIN : L24237UR1979PLC005041
RELATED PARTY TRANSACTION
Company does all transaction at Arm Length Price if any transaction having related party transaction
under section 188 of Companies Act, 2013 than mention in Form AOC-2 as Annexure E.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earn-
ings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of
The Companies (Accounts) Rules, 2014.
A. CONSERVATION OF ENERGY
Energy conservation is a very important part of energy planning and its management. This is not only
saves energy resources for future but also avoids wasteful utilization of energy. Energy conservation
initiatives provide solution to the energy crisis, environmental degradation and pollution. The com-
pany is taking measures to achieve more efficiency in power and fuel consumption. The quality of
coal used is being monitored to bring down consumption level.
B. TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

Efforts, in brief, made towards technology absorption, adaption and innovation. The Company as a
matter of policy exposes its technical staff to latest technological developments by encouraging
them to participate in domestic as well as global technical seminars and expositions; this helps them
to further improve their knowledge and skills, which in turn results in better quality products and
increased productivity.
Benefits derived as a result of the above efforts Product innovation and renovation, improvement in
yield, product quality, input substitution, cost effectiveness and energy conservation as the major
benefits.
C. FOREIGN EXCHANGE EARNING AND OUTGO

During the period under review: CIF Value of Imports is Rs.2,83,29,528/-
PERSONNEL
Personnel relations with all employees remained cordial and harmonious throughout the year. Your
Directors wish to place on record their sincere appreciation for the continued, sincere and devoted
services rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, custom-
ers, suppliers/contractors, employees, government agencies, local authorities for their continued trust
and support to the company.
for and on behalf of the Board
Sd/-
Place : New Delhi RAHUL BISHNOI
Dated : 2nd Sept, 2015 Chairman
DIN : 00317960

CIN : L24237UR1979PLC005041
ANNEXURE A
SECRETARIAL AUDIT REPORT
Form No. MR-3
For the Financial Year ended 31st March, 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appoint and
Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
SHIVALIK RASAYAN LIMITED,
I have conducted the secretarial audit of the compliance of applicable statutory provision and the
adherence to good corporate practice by SHIVALIK RASAYAN LIMITED (hereinafter called the Company).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Companys books, papers, minute books, forms and returns filed and
other records maintained by the Company and also the information provided by the Company, its
officers, agents and authorized representative during the conduct of secretarial audit, I hereby report
that in my opinion, the Company has during the audit period covering the financial year ended on 31st
March 2015 (Audit Period) complied with the statutory provision listed hereunder and also that the
company has proper Board processes and compliance mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter :
I have examined the books, papers, minute books, forms and returns filed and other records maintained
by the Company for the financial year ended on 31st March 2015 according to the provisions of:
a. The Companies Act 2013 (The Act) and the rules made thereunder;
b. The Securities Contract (Regulation) Act, 1956 (SCRA) and the Rules made thereunder;
c. The Depository Act, 1996 and the Regulations and Bye-laws framed thereunder;
d. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the
extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
e. The following Regulation and Guidelines prescribed under the Securities Exchange Board of India
Act, 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009. (Not applicable to the Company during the Audit Period);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 and The Securities Exchange Board of India (Share
Based Employee Benefit) Regulations, 2014 notified on 28 October 2014; (Not applicable to the
Company during the Audit Period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulation,
2008; (Not applicable to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulation, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. (Not
applicable to the Company during the Audit Period); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (not
applicable to the Company during the Audit Period).

CIN : L24237UR1979PLC005041
I have examined compliance with the applicable clauses of the following:
(a) Secretarial Standard issued by The Institute of Company Secretaries of India. (Notified and
effective from 1st July, 2015 hence not applicable on to the Company during audited Period).
(b) The Listing Agreement entered into by the Company with Stock Exchange.
During the period under review the Company has compiled with the provision of the Act, Rules, Regu-
lations, Guidelines, Standards, etc. mention above.
I further report that, having regard to the compliance system prevailing in the company and on exami-
nation of the relevant documents and records in pursuance thereof, on the test check basis, Company
has compiled with the following laws applicable specifically to the Company:
(a) The Factories Act, 1948;
(b) The Insecticides Act, 1968; and
(c) The Environment Protection Act, 1986.
This report is to be read with our letter of even date which is annexed as Annexure A-1 and form an
integral part of this report.
I further report that The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non Executive Directors and Independent Directors. The change in composition of
the Board of Directors that took place during the period under review was carried out in compliance
with provision of the Act.
Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent at least seven days in advance and a system exist for seeking and obtaining
further information and clarifications on the agenda item before the meeting and for meaningful par-
ticipation at the meeting.
All decision at Board Meetings and Committee Meetings are carried out unanimously as recorded in the
minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.
I further report that there are adequate systems and processes in the Company commensurate with
the size and operations of the company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
I further report that during the audit period The Companys Equity Shares was listed with the BSE
Limited under Direct Listing Scheme. Earlier the Shares of the Company was Listed on Delhi Stock
Exchange.
for AMJ & Associates
Company Secretaries
Sd/-
Manoj Kumar Jain
Place: New Delhi (Partner)
Date : 02.09.2015 C.P. No. : 5629
FCS No. : 5832

CIN : L24237UR1979PLC005041
Annexure A-1
To,
The Members,
SHIVALIK RASAYAN LIMITED,
Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company.
Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness about the contents of the Secretarial records. The
verification was done on test basis to ensure that correct facts are reflected in secretarial
records. We believe that the process and practices, we followed provide a reasonable basis for
our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of
Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance
of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,
standards, is the responsibility of management. Our examination was limited to the verification
of procedures on test basis.
6. The secretarial Audit report is neither an assurance as to the future viability of the company
nor of the efficacy or effectiveness with which the management has conducted the affairs of
the Company.

Company Secretaries
Sd/-
Manoj Kumar Jain
(Partner)
Place: New Delhi C.P. No. : 5629
Date : 02.09.2015 FCS No. : 5832

CIN : L24237UR1979PLC005041
ANNEXURE B
CORPORATE GOVERNANCE ALONGWITH REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with Clause 49 of the Listing Agreement with Stock Exchanges the Company submits the
Report on the matters mentioned in the said Clause and practice followed by the Company.
1. Company Philosophy on Code of Governance

SRLs philosophy on Corporate Governance envisages the attainment of the highest level of
transparency and accountability, in all facets of its operations and in all its interactions with its
stakeholders including shareholders, employees, the Government and the lenders.
SRLs believes that all its operations and actions must serve the underlying goal of enhancing overall
shareholders value, over a sustained period of time.
2. Board of Directors
a) Composition of the Board (As on March 31, 2015)
The Board of Directors of the Company comprises of eight Directors with three Executive
Directors (including Executive Chairman) and six Independent Non-Executive Directors and one
Non-independent Non-Executive Director. The Board consists of eminent persons with
considerable professional expertise and experience in business and industry, finance, audit,
law and public enterprises. None of the Directors on the Board is a Member of more than ten
Committees and Chairman on more than five Committees across all the companies in which he
is a Director. All the Directors have made disclosures regarding their directorships and
memberships on various Committees across all Companies in which they are Directors and
Members.
The Companies and category of Directors as on 31.03.2015 is as follows:

Name of Director Designation Category
Shri Rahul Bishnoi Chairman Promoter/Executive Chairman
Shri S. K. Singh Managing Director Executive, Non-independent
Shri Ashwani Kumar Sharma Director Executive, Non-independent
Shri Anirudh Bishnoi Director Non Executive, Non-independent
Shri Harish Pande Director Non Executive, Independent
Shri Kailash Gupta Director Non Executive, Independent
Shri Puneet Chandra Director Non Executive, Independent
Shri Rajiv Mehta Director Non Executive, Independent
Shri Arun Kumar Director Non Executive, Independent
Smt. Usha Pande Woman Director Non Executive, Independent
The Company has appointed a Woman Director on the Board in terms of Clause 49(II)(A)(I) of the
Listing Agreement w.e.f., 14.02.2015.
None of the Directors of the Company except the Chairman & Managing Director and Executive
Director has any pecuniary relationship with the Company except to the extent of receipt of
sitting fees for meetings of the Board/Committee(s) of Directors attended by them.
No Director is related to any other Director on the Board in terms of the definition of except Mr.
Rahul Bishnoi and Mr. Anirudh Bishnoi having relation of Brothers and Mr. Harish Pande and Mrs.
Usha Pande having relationship of Spouse given under the Companies Act, 2013.

CIN : L24237UR1979PLC005041
As mandated by the revised Clause No. 49, all the Independent Directors on the Companys Board are
Non- Executive and:
Apart from receiving Directors remuneration, do not have any material pecuniary relationships
or transactions with the company, its promoters, its Directors, its Senior Management, its
Subsidiaries and Associates, which may affect independence of the Directors.
Are not related to promoters or persons occupying management positions at the Board level
or at one level below the Board.
Have not been an executive of the Company in the immediately preceding three financial years
of the Company.
Is not partner or executive or were not partner or executive of the Statutory Audit Firm or the
Internal Audit Firm or the Internal Audit Firm and Legal Firms or Consulting Firms, which have
material association with the Company.
Are not material suppliers, service providers or customers or lessor or lessee of the Company,
which may affect independence of the Directors.
Are not substantial shareholders of the Company, i.e. do not own two percent or more of the
block of voting shares.
Have furnished a declaration at the time of their appointment and also annually that they
satisfy the conditions of their being independent as laid down under Clause No. 49 of the
Listing Agreement.
All such declarations are placed before the Board.
Information supplied to the Board

The Board has complete access to all information with the Company, inter-alia, the information as
required under the revised Clause No. 49 of the Listing Agreement is regularly provided to the Board
as a part of Agenda.
Compliance reports of all applicable laws to the Company

The periodical reports submitted by the Internal Auditors and by the concerned executives of the
Company with regard to compliance of all laws applicable to the Company including steps taken by
the Company to rectify instances of non- compliances, if any, are being reviewed by the Board.
b) Board Meetings and attendance record of each Director

Eight Board Meetings are held during the financial year 2014-15. The dates on which the meetings
were held are 12.05.2014, 26.05.2014, 30.05.2014, 15.07.2014, 25.08.2014, 14.11.2014, 14.02.2015 &
25.03.2015 and the gap between the two meetings were not more than four months.
Attendance of each Director at the Board Meetings, last Annual general Meeting and number of
other Directorships and Chairmanship/ Membership of Committee of each Director in various
companies is as follows:

CIN : L24237UR1979PLC005041
Name of Attendance Particulars No. of other Directorship and Committee

the Director Member/ Chairmanship
Board Last AGM Other Director- Membership(s) No. of

Meetings ship of Board Chairmanship(s)
(in Public Co.) Committees of Board
Excluding in other Committees in
private Companies other
companies Companies
which are
subsidiary of
public company
Shri Rahul Bishnoi 8 Yes -- -- --
Shri S. K. Singh 8 Yes -- -- --
Shri Ashwani Kumar Sharma 8 Yes -- -- --
Shri Anirudh Bishnoi 8 Yes -- -- --
Shri Harish Pande 8 Yes -- -- --
Shri Puneet Chandra 8 Yes -- -- --
Shri Kailash Gupta 8 Yes -- -- --
Shri Rajiv Mehta 8 Yes -- -- --
Shri Arun Kumar 1 N.A. -- -- --
Smt. Usha Pande 1 N.A. -- -- --
c. Separate Meetings of Independent Directors

As stipulated in Code of Independent Directors under the Companies Act, 2013 and the Listing
Agreement, a separate Meeting of the Independent Directors of the Company was held on 25.03.2015
to review the performance of Non-Independent Directors (including the Chairman) and the Board
as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow
of information between the Management and the Board and its Committees which is necessary to
effectively and reasonably perform and discharge their duties.
3. Audit Committee
Presently, the Audit Committee comprises of three member Directors viz. Shri Harish Pande , Shri
Rajiv Mehta and Shri Anirudh Bishnoi. All the members of the Audit Committee are Non-Executive
and Independent Directors except Shri Anirudh Bishnoi. The Chairman of the Audit Committee
attended the Annual General Meeting (AGM) held on 29.09.2014. All the Members of the Audit
Committee have accounting and financial management expertise.
The terms of reference role and power of the Audit Committee as revised and stipulated by the
Board of Directors from time to time are in conformity and in line with the statutory and regulatory
requirements as prescribed under section 177 of the Companies Act. 2013 and Clause 49 of the
Listing Agreement, which include the following:
Role of Audit Committee

1. Overseeing of the Companys financial reporting process and the disclosures of its financial
information to ensure that the financial statement is correct, sufficient and credible.

CIN : L24237UR1979PLC005041
2. Recommending to the Board, the appointment, re-appointment and if required, the replacement
or removal of the Statutory Auditors and the fixation of audit fees.
3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory
Auditors.
4. Reviewing, with the Management, the Annual Financial Statements before submission to the
board for approval, with particular reference to:
a. Matters required to be included in the Directors Responsibility Statement to be included
in the Boards report in terms of Section 134 of the Companies Act, 2013.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of Judgment by Management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report.
5. Reviewing, with the Management, the quarterly Financial Statements before submission to the
Board for approval.
6. Reviewing, with the Management, the statement of uses/application of funds raised through an
issue (public issue, rights issue, preferential issue etc.), the statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights
issue and making appropriate recommendations to the Board to take up steps in this matter.
7. Reviewing, with the Management, performance of Statutory and Internal Auditors, adequacy of
the Internal Control Systems.
8. Reviewing the adequacy of Internal Audit Function, if any, including the structure of the Internal
Audit Department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit.
9. Discussion with Internal Auditors any significant findings and follow up thereon.
10. Reviewing the findings of any internal investigations by the Internal Auditors into matters where
there is suspected fraud or irregularity or a failure of internal control system of a material
nature and reporting the matter to the Board.
11. Discussion with Statutory Auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.
12. To look into the reasons for substantial defaults in the payments to the depositors, debenture
holders, shareholders (in case of non- payment of declared dividends) and creditors.
13. To review the functioning of the Whistle Blower Mechanism, in case the same is existing.
14. Carrying out any other function as is mentioned in terms of reference of the Audit Committee.
15. To review the following information:
The Management Discussion and Analysis of financial condition and results of operations.
Statement of significant related party transactions (as defined by the Audit Committee),
submitted by Management;
Management letters/ letters of internal control weakness issued by the Statutory Auditors;
Internal Audit Reports relating to internal control weaknesses; and
The appointment, removal and terms of remuneration of Internal Auditors.
16. Approval of appointment of CFO after assessing the qualifications, experience and background
etc. of the candidate.

CIN : L24237UR1979PLC005041
Power of Audit Committee

a) To investigate any activity within its terms of reference
b) To seek any information from any employee.
c) To obtain outside legal or other professional advice.
d) To secure attendance of outsiders with relevant expertise, if it considers necessary.
Details of Meetings and Attendance

During the year, the Audit Committee had met five times on 12.05.2014, 26.05.2014, 15.07.2014, 14.11.2014
& 14.02.2015. The attendance of each Committee members is as under:
Name of Member No. of meetings held Meetings Attended

Shri Harish Pande (Chairman) 5 5
Shri Anirudh Bishnoi (Member) 5 5
Shri Rajiv Mehta (Member) 5 5
The head of Finance, internal Auditors and Statutory Auditors are permanent invitees to the Audit
Committee Meetings. Further, representatives from various departments of the Company also
attended the meetings as and when desired by the members of the Committee to answer and clarify
questions raised at the Audit Committee. The company Secretary acts as the Secretary to the
Committee.
4. Nomination and Remuneration Committee

Presently, the Nomination and remuneration Committee consists of three Members viz. Shri Harish
Pande, Shri Anirudh Bishnoi and Shri Rajiv Mehta. All the members of the Nomination and
Remuneration Committee are Non Executive Directors and all are independent. The Company
Secretary acts as the Secretary to the Committee.
During the year, the Nomination and Remuneration Committee Meeting had met once on 25.03.2015.
All the Members had attended this meeting.
The Nomination and Remuneration Committee has been constituted to recommend/review the
remuneration package of the Managing/Whole time Directors based on performance and defined
criteria.
Further, the remuneration policy of the company is to bring about objectivity in determining the
remuneration package while striking a balance between the interest of the Company and the
Shareholders.
For any termination of contract, the Company or the Executive Director is required to give notice
of 3 months to the other party.
No Sitting Fees paid to the Directors during the financial year.
5. Stakeholders Relationship Committee

Presently the Stakeholders Relationship Committee consists of Shri Harish Pande, Shri Anirudh
Bishnoi and Shri Rajiv Mehta. The Committee, inter- alia approves issue of duplicate certificates,
oversees and reviews all matters connected with the securities transfers. The Committee also looks

CIN : L24237UR1979PLC005041
into redressal of shareholders/Investors complaints The Committee overseas the performance of

the Registrar and Share Transfer Agent and recommends measures for overall improvement in the
quality of Investor services. The Company Secretary acts as the Secretary to the Committee.
During the year, the Stakeholders relationship Committee had met on 25.03.2015.
No complaints received and resolved during the year under review and there are no outstanding
complaints as on 31.03.2015. There were no valid share transfers pending for registration for more
than 30 days as o the said date.
Mrs. Priyanka Singh, Company Secretary has been designated as Compliance Officer to monitor the
share transfer and liaison with the regulatory authorities.
6. Board Procedure
The Board Meetings of the Company are convened by the Company Secretary on the direction of
the Chairman. Sufficient notice in writing is given to all Directors for the Board Meetings and/ or
other Committee Meetings. All important matters concerning the working of the Company along
with requisite details are placed before the Board.
7. General Body Meetings

The details of Annual General Meeting held in the last 3 years are as under:
AGM Day, Date & Time Venue Special Resolution Passed
36th 29th Sept., 14, 10:30 AM Village Kolhupani, Nil
P.O.Chandwani, Dehradun
(Uttarakhand)
35th 30th Sept., 13, 3:00 PM Village Kolhupani, NiI
(Uttarakhand)
34th 29th Sept., 12, 3:00 PM Village Kolhupani, Nil
(Uttarakhand)
8. Disclosures
a) Related Party Transactions
Related party transactions in terms of Accounting Standard-18 are set out in the notes to
accounts. These transactions are not likely to have a conflict with the interest of the Company.
The details of all significant transactions with related parties are periodically placed before the
Audit Committee and the Board. All the related party transactions are negotiated on arms
length basis and are intended to further the interest of the Company.
b) Disclosure of Accounting Treatment

In the preparation of financial statements, the Company has followed the Accounting Standards
issued by the Institute of Charted Accountants of India to the extent applicable.
c) Disclosures of Risk Management

The Company has laid down procedures to inform the members of the Board about the risk
assessment and minimization procedures. A Risk Management Committee consisting of Senior

CIN : L24237UR1979PLC005041
Executive of the Company periodically reviews these procedures to ensure that executive
management controls risk through properly defined framework. The Company has framed the
risk assessment and minimization procedure, which is periodically reviewed by the Audit
Committee and the Board.
d) Proceeds from public issue, right issue, preferential issue, FCCB issue, etc.
During the year, the Company has not raised any funds from public issue, right issue,
preferential issue and FCCB issue.
e) Particulars of Directors to be appointed/ re-appointed

Information pertaining to particulars of Directors to be appointed and re-appointed at the
forth coming Annual General Meeting is being included in the Notice convening the Annual
General Meeting.
f) Management Discussion and Analysis

A Management Discussion and Analysis Report forms part of the Annual Report and includes
discussions on various matters specified under Clause 49(IV)(F) of the Listing Agreement.
g) Penalties or stricture imposed on the Company by Stock Exchange or SEBI or any Statutory Authority
No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or
any Statutory Authority on any matter related to Capital Markets during the last three years.
h) Code of Conduct
The Company had adopted the code of conduct and ethics for Directors and senior
Management. The code has been circulated to all the Members of the Board and Senior
Management and the same has been put on the Companys website www.shivalikrasayan.in . The
Board Members and Senior Management have affirmed their compliance with the code and a
declaration signed by the Chairman & Managing Director appointed in terms of the Companies
Act, 2013 (i.e. the CEO within the meaning of Clause 49-V of the Listing Agreement) is annexed
to this report.
i) Board of Directors Responsibility Statement

The Board in its Report to the Members of the Company have confirmed that the Annual
Accounts for the year ended on 31st March, 2015 have been prepared as per applicable
Accounting Standards and policies and that sufficient care has been taken for maintain
adequate accounting records.
9. CEO/CFO Certifications
The Managing Director and the Chief Financial Officer of the Company give annual certification on
financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement
at its meeting held on 2nd Sept., 2015.
10. Non-Mandatory Requirements under Clause 49 of the Listing Agreement

The status of compliance with the non-mandatory requirements of Clause 49 of the Listing
Agreement is provided below:
(i) The Board

The Chairman of the company is the Executive Chairman.
All the Directors including Independent directors are appointed/re-appointed by the Board

CIN : L24237UR1979PLC005041
from time to time. The Board of Directors of the Company appointed the Independent
Directors for a term of 5 consecutive years.
(ii) Nomination and Remuneration Committee

The Company has set up a Nomination and Remuneration Committee. The composition, terms of
reference and other details of the same are provided in this report under the section
Nomination and Remuneration Committee.
(iii)Shareholders Rights
The quarterly, half yearly and annual financial results of the Company are published in the
newspapers and are also posted on the Companys website. The complete Annual Report is sent
to each and every shareholder of the Company.
(iv) Audit Qualifications

There are no Audit Qualifications in the Companys financial statements for the year under
reference.
(v) Reporting of Internal Auditors

The Internal Auditors directly report to the Audit Committee.
(vi) Training of Board Members

There is no formal training programme for the Board Members. However, the Board Members
are periodically updated on the business model, company profile, entry into new products and
markets, global business environment, business strategy and risk involved.
(vii)Mechanism for evaluation of Non- Executive Directors

The role of the Board of Directors is to provide direction and exercise control to ensure that
the Company is managed in a manner that fulfils stakeholders aspirations and societal
expectations. The Board has so far evaluated Non- Executive Directors collectively to
reinforce the principle of collective responsibility.
(viii)Whistle Blower Policy

The Board of directors of the Company at their meeting held on 30th May, 2014 approved the
Whistle Blower Policy for Directors and Employees.
11. Means of Communication

The quarterly un-audited financial results duly approved by the Board of Directors are sent to all
the Stock Exchanges where the Companys shares are listed immediately after the Board Meeting.
The same are also published in English and Hindi newspapers in terms of the Listing Agreement
within the stipulated period and in the format as prescribed by the Stock Exchanges and the
Company posts its financial results for all quarters on its own website i.e. www.shivalikrasayan.in.
12. SEBI Complaints Redress System (SCORES)

The Company processes the investors complaints received by it through computerized complaints
redress system. The salient features of this system are computerized database of all inward
receipts and action taken on by them, online submission of Action Taken reports (ATRs) along with
supporting documents electronically in SCORES. The investors can view online the current status
of their complaints submitted through SEBI Complaints Redress System (SCORES).

CIN : L24237UR1979PLC005041
13. General Shareholders Information

(a) Annual General Meeting to be held
Date : 28.09.2015
Day : Monday
Time : 09:30AM
Venue : Village Kolhupani, P. O. Chandanwari, Dehradun 248007, Uttarakhand
(b) Book Closure Date

23rd Sept., 2015 to 28th Sept., 2015 (both days inclusive)
(c) Listing of Equity Share on Stock Exchanges

The equity shares are listed with Bombay Stock Exchange w.e.f., 22.05.2015 and are being
traded under DT Group Securities. Annual Listing fees for the year 2015-16 have been duly
paid to the stock exchange.
(d) Stock Code : 539148 Trading symbol : SHIVALIK
(e) DEMAT ISIN Number in NSDL & CDSL : INE788J01013
(f) Address for Correspondence for Shares transfer and related matters:
For shares held in physical form :
The Companys Registrar & Shar Transfer Agent (RTA), address at :
Beetal Financial & Computer Services Pvt. Ltd.
(Unit : Shivalik Rasauan Ltd.)
BEETAL House. 3rd Floor, 99, Madangir Behid Local Shopping Centre
Near Dada Harsukh Dass Mandir, New Delhi 110062
Tel No. : 011 29961281-83, Fax No. 011 29961284
For shares held in Demat Form : To the Depository Participants (DP)
(g) Share Transfer System

Presently the shares, which are received in physical form, are transferred within a period of
10-12 days from the date of receipt, subject to the documents being valid and complete in all
respects.
(h) Distribution of Share holding as on 31.03.2015
Range in Numbers No. of Shareholders No. of Shares % of total equity

UP to 5000 764 120389 3.5201
5001 to 10000 33 28606 0.8364
10001 to 20000 30 44892 1.3126
20001 to 30000 6 15360 0.4491
30001 to 40000 7 23480 0.6865
40001 to 50000 4 18500 0.5409
50001 to 100000 6 50350 1.4722
100001 and Above 36 3118423 91.1822
TOTAL 886 3420000 100.000

CIN : L24237UR1979PLC005041
(i) Categories of Shareholders as on 31.03.2015

Category No. of Shares % of Shareholding
Promoters & Group Companies 2435120 71.20
Financial Institutions & Banks 129780 3.80
Others 855100 25.00
Total 3420000 100.00
(j) Dematerialization of Shares and liquidity

Nearly 72.62% of total equity share capital is held in dematerialized form upto 31.03.2015 with
NSDL/CDSL. The shares of the Company are listed on BSE, which provide sufficient liquidity to
the investors.
(k) Plant Locations

Kolhupani, P.O. Chandanwari , Dehradun -248007, Uttarakhand
Phone : 0135 -2772038 , 2773429
(l) Address for Correspondence

The shareholders may address their communication/ grievances/ queries/ suggestions to:
Beetal Financial & Computer Services Pvt. Limited Shivalik Rasayan Ltd.
(Unit : Shivalik Rasayan Ltd.) 1506, Chiranjiv Tower,43, Nehru Place,
BEETAL House. 3rd Floor, 99, Madangir New Delhi 110019
Behid Local Shopping Centre Tel No. : 011 26221811, 011- 26418182
Near Dada Harsukh Dass Mandir, New Delhi 110062 Fax No. 011 26243081
Tel No. : 011 29961281-83Fax No. 011 29961284 E-mail : [email protected], [email protected]

CIN : L24237UR1979PLC005041
CERTIFICATE ON REPORT ON CORPORATE GOVERNANCE BY PCS
To the shareholders of
Shivalik Rasayan Limited,
Dehradun, Uttarakhand
We have examined the compliance of Corporate Governance by Shivalik Rasayan Limited for the Year
ending on 31st March, 2015 as stipulated by Clause 49 of the Listing Agreement of the Company with the
Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our
examination was limited to procedures and implementation thereof, adopted by the Company for ensuring
the compliance of the provisions relating to Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given us, we certify
that the Company has complied in all material aspects with the conditions of Corporate Governance as
stipulated in the above-mentioned Listing Agreement to the extent it was applicable on the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the management has conducted the affairs of the
Company.

Company Secretaries
Sd/-
Manoj Kumar Jain
Place: New Delhi (Partner)
Date : 02.09.2015 C.P. No. : 5629

CIN : L24237UR1979PLC005041
CEO & CFO CERTIFICATION
We Suresh Kumar Singh (MD) and Vinod Kumar (CFO) hereby certify that in respect of financial year
ended on 31st March, 2015:-
(a) We have reviewed the financial statements and cash flow statement for the year ended on 31st
March, 2015 and to the best of our knowledge and belief:
i) These statements do not contain any materially untrue statement or omit any material fact
or contain statements that might be misleading;
ii) These statements together present a true and fair view of the Companys affairs and are in
compliance with existing Accounting Standards, applicable laws and regulations.
(b) To the best of our knowledge and belief, no transactions entered into by the Company during the
year ended 31st March, 2015 are fraudulent, illegal or volatile of the Companys code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting
and we have evaluated the effectiveness of internal control systems of the Company pertaining to
financial reporting. Deficiencies in the design or operation of such internal controls, if any, of
which we are aware and have been disclosed to the auditors and the Audit Committee and steps
have been taken to rectify these deficiencies.
(d) We have indicated to the Auditors and Audit Committee:

i) There has not been any significant change in internal control over financial reporting during
the year under reference;
ii) There has not been any significant change in accounting policies during the year requiring
disclosure in the notes to the financial statements; and
iii) We are not aware of any instance during the year of significant fraud with involvement therein
of the management or any employee having a significant role in the Companys internal control
system over financial reporting.
Sd/- Sd/-
(Suresh Kumar Singh) (Vinod Kumar)
Place : New Delhi Managing Director Chief Financial Officer
Date : 02.09.2015 DIN: 00318015 PAN: AQPPK5268F

CIN : L24237UR1979PLC005041
MANGEMENT DISCUSSION AND ANALYSIS REPORT

Product
SHIVALIK RASAYAN LIMITED continues to be the manufacturer of Dimethoate Technical and Malathion
Technical in India. Both the products are old generic products and have limited demand.
Dimethoate Technical
Sales of Dimethoate Technical have been increased from 1365.00 MT to 1429.20 MT. The turnover
has gone up from Rs.39.84 Crores to Rs.46.40 Crores. This is because of the increase in the prices of
raw material as well as of sales price.
Malathion Technical
The company did not make Malathion Technical during financial year 2014-15.
Opportunities & challenges

The import from China remains major threat for Dimethoate Technical. The usages of Dimethoate
Technical is more or less same as compare to last year. The management is considering diversifying the
activities of the company in term to include more agro chemicals into its fold. Some new registrations
are also being applied to the Central Insecticides Board.
Financial Review
The demand for Dimethoate Technical was good and company could achieve the higher turnover because
of its low manufacturing cost in comparison to Chinese product. The management expects to continue
the same scenario during the year subject to the normal monsoon.
Company has been regular in meeting its obligations towards payment to regulatories and other
statutory payment.
Internal Control Systems and their Adequacy

The Company has an adequate system of internal control relating to purchase of stores, raw materials
including components, plant & machinery, equipment and other similar assets and for the sale of goods
commensurate with the size of the Company and nature of its business. The Company also has Internal
Control System for speedy compilation of accounts and Management Information Reports and to comply
with applicable laws and regulations.
The Company has an effective Budgetary Control System. The Management reviews the actual
performance with reference to budgets periodically. The Company has a well-defined organization
structure, authority levels and internal rules and regulations for conducting business transactions.
The Company has already formed an Audit Committee. Audit Committee ensures proper compliance with
the provisions of the listing Agreement with Stock Exchanges, Companies Act, reviews the adequacy and
effectiveness of the internal control environment and monitors implementation of internal audit
recommendations. Besides the above, Audit Committee is actively engaged in overseeing financial
disclosures and in reviewing your Companys risk management policies.
Environment, Occupational Health & Safety

Your Company is committed to conducting its operations with due regard to the environment and
providing a safe and healthy workplace for employees. The collective endeavor of your Companys
employees at all levels is directed towards sustaining and continuously improving standards of
environment, occupational health and safety in a bid to attain and exceed international benchmarks.
for and on behalf of the Board of Directors
Sd/-
Dated : 2nd Sept, 2015 Chairman
DIN : 00317960

CIN : L24237UR1979PLC005041
ANNEXURE C
Form No. MGT-9
EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2015
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management
and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
i) CIN : L24237UR1979PLC005041
ii) Registration Date : 16th March, 1979
iii) Name of the Company : SHIVALIK RASAYAN LIMITED
iv) Category / Sub-Category of the Company : Company Limited By Shares/ Indian
Non-Government Company
v) Address of the Registered office : Village Kolhupani, P. O. Chandanwari,
and contact details, Dehradun 248 007,
Uttarakhand, Tel : 0135-2772038, 2773429
vi) Whether listed company Yes/No : YES
vii) Name, Address and Contact details of : M/s Beetal Financial & Computer Services Pvt Ltd.
Registrar and Transfer Agent, if any
(UNIT : SHIVALIK RASAYAN LIMITED)
BEETAL HOUSE, 3rd Floor, 99, Madangir,
Behind Local Shopping Centre,
Near Dada Harsukh Dass Mandir,
New Delhi 110 062
Tel : 011-29961281-83
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contribution 10% or more of the total turnover of the company shall be stated:-
SI. No. Name and Description of main products/ NIC Code of the % to total turnover of
services product/Service the company
1 20201 100%
III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Share Holding
Category of Share- No. of Shares held at the No. of Shares held at the end of %
holder beginning of the year the year Change
during
the
year
Demat Physical Total % of Demat Physical Total % of Demat
Total Total
Shares Shares
A. Promoter and
Promoter Group

CIN : L24237UR1979PLC005041
(1) Indian
a) Individual /Hindu - - - - - - - - -
Undivided Family
b) Central Govern-
ment / State - - - - - - - - -
Government(s)
c) Bodies Corpo- 2435120 - 2435120 71.20 2435120 - 2435120 71.20 -
rate
d) Financial
Institution / - - - - - - - - -
Banks
e) Any other
(specify) - - - - - - - - -
Sub-Total (A)(1) 2435120 - 2435120 71.20 2435120 - 2435120 71.20
(2) Foreign
a) Individual /Hindu - - - - - - - - -
Undivided Family
b) Central Govern- - - - - - - - - -
ment / State
Government(s)
c) Bodies Corpo- - - - - - - - - -
rate
d) Financial -
Institution / - - - - - - - -
Banks
e) Any other - - - - - - - - -
(specify)
Total Shareholding
of Promoter and 2435120 - 2435120 71.20 2435120 - 2435120 71.20 -
Promoter Group
(A)=(A)(1)+(A)(2)
B. Public
Shareholding
(1) Institutions - - - - - - - - -
a) Mutual Funds/
UTI
b) Banks/Financial 8605 121175 129780 3.79 129780 - 129780 3.79 -
Institutions

CIN : L24237UR1979PLC005041
c) Central Govern- - - - - - - - - -
ment
d) State Government - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) Foreign Institu- - - - - - - - - -
tional Investors
h) Foreign Venture - - - - - - - - -
Capital Funds
i) Other (specify) - - - - - - - - -
Sub Total (B)(1) 8605 121175 129780 3.79 129780 - 129780 3.79 -
(2) Non-Institutions - - - - - - - - -
a) Bodies Corporate
i) Indian 150 188590 188740 5.52 150 188590 188740 5.52 -
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual Shareholders 26981 271256 298237 8.72 33081 265156 298237 8.72 -
holding Nominal Share
Capital upto Rs.1 lakh
ii) Individual Shareholders 12523 355500 368023 10.76 12523 355500 368023 10.75 -
holding nominal Share
Capital in excess of Rs.1
lakh
c) Any Other (specify)
- HUF 100 - 100 - 100 - 100 - -
NRIs - - - - - - - - -
Clearing Members (in - - - - - - - - -
Transit Position)
Sub - Total (B)(2) 39754 815346 855100 25.00 45854 809246 855100 25.00 -
Total Public 48359 936521 984880 28.80 175634 809246 984880 28.80 -
Shareholding
(B) = (B)(1)+(B)(2)
C. Shares hold by - - - - - - - - -
Custodians for GDRs
& ADRs
GRAND TOTAL 2483479 936521 3420000 100.00 2610754 809246 3420000 - -
(A)+(B)+(C)

CIN : L24237UR1979PLC005041
(ii) Shareholding of Promoters

SI. No. Shareholders Name Shareholding at the beginning Share holding at the end of the year
of the year
No. of % of % of No. of % of % of %change
Shares total Shares Shares total Shares in share
Shares of Pledged/ Shares of Pledged/ holding
the encum- the encum- during
Company bered to Company bered to the year
total total
shares shares
1. Growel Capital 2435120 71.20 - 2435120 71.20 - -
Services Pvt. Ltd.
(iii) Change in Promoters Shareholding (please specify, if there is no change)
SI. Particulars Shareholding at the beginning of Cumulative Shareholding during
No. the year the year
No. of Shares % of total Shares No. of Shares % of total Shares
of the Company of the Company
1 At the beginning of the year 2435120 71.20 2435120 71.20
2 Date wise Increase / Decrease in - - - -
Promoters Share holding during the
year specifying the reasons for
increase / decrease (e.g. allotment /
transfer / bonus / sweat equity etc):
At the End of the year 2435120 71.20
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders
of GDRs and ADRs):
SI. For each of the Top 10 Shareholder Shareholding at the begin- Shareholding at the end of
No. ning of the year the year
No. of Shares % of total No. of Shares % of total
Shares of the Shares of the
company company
1 Central Bank of India 112570 3.292 112570 3.292
2 Syndicate Bank 17210 0.503 17210 0.503
3 MLC Industries Pvt. Ltd. 17000 0.497 17000 0.497
4 Excel Rasayan Pvt. Ltd. 17000 0.497 17000 0.497
5 Hemani Finlease & Hire Purchase Pvt. Ltd. 17000 0.497 17000 0.497
6 Hemani Forex Pvt. Ltd. 17000 0.497 17000 0.497
7 Sahas Financial Services Pvt. Ltd. 17000 0.497 17000 0.497
8 Ace Auto Pvt. Ltd. 17000 0.497 17000 0.497
9 Corru Fab Pvt. Ltd. 17000 0.497 17000 0.497
10 Abhinandan Con. Leasing & Investments Ltd. 17000 0.497 17000 0.497

CIN : L24237UR1979PLC005041
(v) Shareholding of Directors and Key Managerial Personnel:

Sl. For each of the Directors and KMP Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of % of Total No. of % of total

Shares Shares of the Shares Shares of
company the com-
Mr. Rahul Bishnoi
1. At the beginning of the year - - - -
2. Date wise Increase / Decrease in Promoters - - - -
Share holding during the year specifying the
reasons for increase / decrease (e.g. allot-
ment / transfer / bonus / sweat equity etc):
3. At the End of the year - - - -
Mr. S. K. Singh
1. At the beginning of the year 100 - 100 -
1. At the End of the year 100 - 100 -
Mr. Ashwani Kumar Sharma
1. At the beginning of the year 100 - 100 -
3. At the End of the year 100 - 100 -
Mr. Harish Pande
Mr. Anirudh Bishnoi
Mr. Puneet Chandra

CIN : L24237UR1979PLC005041
Mr. Kailash Gupta

Mr. Rajiv Mehta
1. At the beginning of the year 16250 0.475 16250 0.497
3. At the End of the year 16250 0.475 16250 0.497
Mr. Arun Kumar
Mrs. Usha Pande
IV. INDEBTEDNESS
Indebtedness of the Company including interest outstanding / accrued but not due for payment
Secured Unsecured Deposits Total
Loans Loans Indebtedness
excluding
deposits
Indebtedness at the beginning of the financial
year - - - -
I ) Principal Amount - - - -
II) Interest due but not paid - - - -
Total (I + II + II) - - - -
Change in Indebtedness during the financial year
Addition - - - -
Reduction - - - -
Net Change - - - -
Indebtedness at the end of the financial year
I ) Principal Amount - - - -
II) Interest Due but not paid - - - -
III) Interest accrued but not due
- - - -

CIN : L24237UR1979PLC005041
V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A . Remuneration to Managing Director, Whole-time Directors and/or Manager:
Sl. No. Particulars of Remuneration Mr. S. K. Singh Mr. Ashwani Total Amount
Gross salary Managing Director Kumar Sharma
Director
1. Gross salary 8.36 8.03 16.39
a) Salary as per provisions contained in
section 17(1) of the Income-tax Act,
1961 - - -
b) Value of perquisites u/s 17(2) of
Income Tax Act, 1961 - - -
c) Profits in lieu of salary under section
17(3) of Income-tax Act, 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
as % of profit
others, specify
5 Others 0.63 0.00 0.63
Medical reimbursement and Contribution
to Provident Fund
Total (A) 8.99 8.03 17.02
Ceiling as per the Act 27.99
B. Remuneration to other Directors:
Independent Directors
Sl. No. Particulars of Name of Directors Total
Remuneration Mr. Mr. Mr. Mr. Mr. Mr. Mr. Mrs. Amount
Rahul Harish Kailash Puneet Anirudh Rajiv Arun Usha
Bishnoi Pande Gupta Chandra Bishnoi Mehta Kumar Pande
1. Fee for - - - - - - - - -
attending board
/ committee
meetings
Commission - - - - - - - - -
Others, please - - - - - - - - -
specify
Total (B) -
Total Managerial Remunera- 17.02
Overall ceiling as per the Act 27.99
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
Sl. No. Particulars of Remuneration Key Managerial personnel
Mr. Vinod Kumar (CFO) Ms. Isha Agarwal Total
Company Secretary
1. Gross salary 3.45 1.44 4.89

CIN : L24237UR1979PLC005041
a) in section 17(1) of the - - -

Income-tax Act, 1961
b) Value of perquisites u/s 17(2) - - -
of Income Tax Act, 1961
c) Profits in lieu of salary under - - -
section 17(3) of Income-tax
Act, 1961
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- as % of profit - - -
- Others, specify - - -
5. Others
- Medical Reimbursement and 0.07 0.00 0.07
Contribution to Provident Fund
Total (C) 3.52 1.44 4.96
VI. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES : Not Applicable
Type Section of the Brief Details of Penalty/ Authority [RD / Appeal made, if
Companies Act Description Punishment/Compounding NCLT / COURT] any (give details)
fees imposed
A. Company
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
ANNEXURE D
PARTICULARS OF EMPLOYEE
The information required under Section 197 of the act and the Rules made there-under, in respect of
employees of the Company, is follows:-
(a) The ratio of the Remuneration of each Director to the Median Remuneration of the Employees of the
Company for the financial year;
Non-Executive Directors Ratio to Median Remuneration
All Non-Executive Directors Nil
Executive Directors
Mr. S. K. Singh 9.30
Mr. Ashwani Kumar Sharma 8.30
Mr. Anirudh Bishnoi Nil

CIN : L24237UR1979PLC005041
(b) The percentage increase in Remuneration of each Director, Chief Executive Officer, Chief
Financial Officer, Company Secretary or Manager, if any, in the financial year;
Name of Person % Increase in remuneration
All Non-Executive Directors Nil
Executive Directors
Mr. S. K. Singh (MD) 14%
Mr. Ashwani Kumar Sharma (Director) 14%
Mr. Anirudh Bishnoi (Director) Nil
KMP
Mr. Vinod Kumar (CFO) 14%
Ms. Isha Agarwal (CS) 14%
(c) The percentage increase in the Median Remuneration of Employees in the financial year : 14%
(d) The number of Permanent Employees on the Rolls of Company: Permanent Employees are 104 as on
31.03.2015.
(e) The explanation on the relationship between average increases in Remuneration and Company
performance: On an average, employees received an increase of 14%. The increase in remuneration is in
line with the market trends. In order to ensure that remuneration reflects company performance, the
performance pay is linked to organization performance.
(f) Comparison of the Remuneration of the Key Managerial Personnel against the Performance of the
Company:
Particulars Rs/Lac
Remuneration of Key Managerial Personnel (KMP) during financial year 2014-15 (Aggregated) 21.98
Revenue from operations 4130.05
Remuneration (as % of revenue) 0.53%
Profit before tax (PBT) 272.37
Remuneration (as % of PBT) 8.07%
(g) Variation in the Market Capitalization of the Company, price earnings ratio as at the closing date of the
current financial year and previous financial year and percentage increase over decrease in the market
quotations of the shares of the Company in comparison to the rate at which the Company came out with
the last public offer in case of listed companies and in case of unlisted companies, the variations in the
net worth of the Company as at the close of the current financial year and previous financial year. Not
Applicable
(h) Average percentile increase already made in the salaries of employees other than managerial
personnel in the last financial year and its comparison with percentile increase in the Managerial
Remuneration and justification thereof and point out if there are any exceptional circumstances
for increase in the Managerial Remuneration.
The average increase in salaries of employees in 2014-15 was 14%. Percentage increase in the Managerial
Remuneration for the year was 14%
(i) Comparison of each Remuneration of the Key Managerial Personnel against the performance of the Company
Particulars Managing Director Whole-time Director Chief Financial Officer Company Secretary
Remuneration 8.99 8.03 3.52 1.44
Revenue 4130.05 4130.05 4130.05 4130.05
Remuneration (as % 0.22% 0.19% 0.08% 0.03%
revenue)
Profit before tax 272.37 272.37 272.37 272.37
(PBT) 3.30% 2.95% 1.29% 0.53%

CIN : L24237UR1979PLC005041
(j) The key parameters for any variable component of Remuneration availed by the Directors: The
Remuneration & Perquisites of Chairman and Managing Director and Whole-time Director were approved by
the Board.
(k) The Ratio of the Remuneration of the highest paid Director to that of Employees who are not Directors
but receive Remuneration in excess of the highest paid Director during the year : Not Applicable
(l) Affirmation that the Remuneration is as per the Remuneration Policy of the Company
The Companys Remuneration Policy is driven by the success and performance of the individual employees
and the Company. Through its compensation package, the Company endeavors to attract, retain, develop
and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and
performance base variable pay. Individual performance pay is determined by business performance and the
performance of the individuals measured through the annual appraisal process. The Company affirms
Remuneration is as per the Remuneration Policy of the Company.
for and on behalf of the Board
Sd/-
Dated : 2nd Sept., 2015 Chairman
DIN : 00317960
ANNEXURE E
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions
under third proviso thereto
1. Details of contracts or arrangements or transactions not at arms length basis
(a) Name(s) of the related party and nature of relationship: Nil

(b) Nature of contracts/arrangements/transactions: Nil
(c) Duration of the contracts / arrangements/transactions: Nil
(d) Salient terms of the contracts or arrangements or transactions Nil
including the value, if any
(e) Justification for entering into such contracts or arrangements or transactions: Nil
(f) date(s) of approval by the Board: Nil
(g) Amount paid as advances, if any: Nil
(h) Date on which the special resolution was passed in general meeting as Nil
required under first proviso to section 188
2. Details of material contracts or arrangement or transactions at arms length basis
(a) Name(s) of the related party and Sh. S. K. Singh, Sh. Ashwani Kumar Growel Capital
nature of relationship: Managing Director Sharma, Director Services Pvt. Ltd.
Associate Company
(b) Nature of contracts/arrangements/ Salary Salary Rent
transactions:
(c) Duration of the contracts / 01.04.2014 to 01.04.2014 to 01.04.2014 to
arrangements/transactions: 31.03.2015 31.03.2015 31.03.2015
(d) Salient terms of the contracts or - - -
arrangements or transactions
including the value, if any:
(e) Date(s) of approval by the Board, if any: 31.03.2014 31.03.2014 31.03.2014
(f) Amount paid as advances, if any: Nil Nil Nil
Form shall be signed by the persons who have signed the Boards report.

CIN : L24237UR1979PLC005041
INDEPENDENT AUDITORS OPINION

To the Members of Shivalik Rasayan Limited
1. Report on the Financial Statements
We have audited the accompanying financial statements of Shivalik Rasayan Limited (the Company), which
comprise the Balance Sheet as at 31st March , 2015, the Statement of Profit and Loss and the Cash Flow
Statement for the year then ended, and a summary of the significant accounting policies and other explana-
tory information.
2. Managements Responsibility for the Financial Statements
The Companys Management is responsible for the preparation of these financial statements that give a true
and fair view of the financial position, financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the
Act). This responsibility includes the design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
3. Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India.
Those Standards require that we comply with the ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the
financial statements. The procedures selected depend on the auditors judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers the internal control relevant to the Companys preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by the Management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
4. Opinion
In our opinion and to the best of our information and according to the explanations given to us, the financial
statements give the information required by the Act in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted in India:-
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;
(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that
date, and
(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.
5. Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2003 (the Order) issued by the Central Govern-
ment of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement
on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books.
(c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report
are in agreement with the books of account.

CIN : L24237UR1979PLC005041
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply
with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.
(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken
on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from
being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.
for RAI QIMAT & ASSOCIATES

Chartered Accountants
Firm Regn. No.013152C
Sd/-
Place : New Delhi (QIMAT RAI GARG)
Dated: 29th May 2015 F.C.A., Partner
M.No. 080857
Annexure to the auditors report of even date to the members of Shivalik Rasayan Limited on the
financial statements for the year ended 31st March 2015.
1. a) The company has maintained proper records showing full particulars, including quantitative details and
situation of its fixed assets.
b) All the fixed assets of the company have been physically verified by the management during the year in
accordance with the reasonable system of verification once in a year, which in our opinion is reasonable,
having regard to the size of the company and nature of the assets. No material discrepancies between
the book records and physical inventory have been noticed on such verification.
c) No fixed assets have been disposed off during the year hence going concern does not affect.
2. a) The inventory has been physically verified during the year by the Management. In our
opinion, the frequency of verification is reasonable.
b) In our opinion and according to the information and explanations given to us, the procedures of physical
verification of inventories followed by the management are reasonable and adequate in relation to the
size of the company and the nature of its business.
c) In our opinion and according to the information and explanations given to us, the company is maintaining
proper records of inventory. The discrepancies noticed on verification between the physical stocks and
the book records were not material and have been properly dealt with in the books of accounts.
3. The company has not granted or taken any loans, secured or unsecured, to/from companies, firms or other
parties listed in the register maintained under section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations given to us, there are adequate internal
control procedures commensurate with the size of the company and the nature of its business with regard to
purchase of inventory and fixed assets and with regard to the sale of goods. During the course of our audit,
no major weakness has been noticed in the internal control system.
5. Based upon the audit procedures performed and according to the information and explanations given to us,
during the year there are no contracts or arrangements that need to be entered into the register maintained
in pursuance of section 301 of the Companies Act, 1956.
6. In our opinion and according to the information and explanations given to us, the company has not accepted
any deposit from the public under section 58A, 58AA or any other relevant provisions of the Companies Act,
1956. Therefore, the provisions of clause 4(vi) of the Companies (Auditors report) Order, 2003 (as amended)
are not applicable to the company.
7. In our opinion, the Company has a reasonable internal audit system commensurate with the size and nature of
its business.
8. We have broadly reviewed the books of account relating to materials, labour and other items of cost
maintained by the company pursuant to the Order made by the Central Government for the maintenance of
cost records under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie the

CIN : L24237UR1979PLC005041
prescribed accounts and records have been made and maintained. We have not, however, made a detailed
examination of the records with a view to determining whether they are accurate or complete.
9. a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues
including provident fund, investor education protection fund, employees state insurance, income tax,
sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues
applicable to it.
b) According to the information and explanations given to us, no undisputed amounts payable in respect or
provident fund, investor education protection fund, employees state insurance, income tax, sales tax,
wealth tax, service tax, custom duty, excise duty, cess and other undisputed statutory dues were
outstanding at 31st March, 2015 for a period of more than six months from the date they became payable.
10. In our opinion and according to the information and explanation, the company has not incurred cash losses
during the financial year covered by our audit and the immediately preceding financial year.
11. In our opinion and according to the information and explanations given to us, the company has not made any
default in repayment of dues to a financial institution or bank. There are no dues to debenture holders.
12. In our opinion and according to the information and explanations given to us, the company has not granted any
loan and advances on the basis of securities by way of pledge of shares, debentures and other securities.
13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions
of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the
company.
14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other invest-
ments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended)
are not applicable to the company.
15. According to the information and explanations given to us, the company has not given any guarantee for loans
taken by others from banks or financial institutions.
16. In our opinion and according to the information and explanations given to us, the company did not have any
term loan during the year.
17. According to the information and explanations given to us and on an overall examination of the balance sheet
of the company, in our opinion, that funds raised on short-term basis have not been used for long-term
investments and vice versa.
18. According to the information and explanations given to us, the company has not made any preferential
allotment of shares to parties or companies covered in the register maintained under section 301 of the
Companies Act, 1956.
19. In our opinion and according to the information and explanations given to us, the Company has not issued any
secured debentures during the period covered by our report. Accordingly, the provisions of clauses 4(xix) of
the Companies (Auditors report) Order, 2003 (as amended) are not applicable to the company.
20. During the period covered by our audit report, the company has not raised any money by way of public issues.
21. During the year course of our examination of the books and records of the company, carried out in accordance
with the generally accepted auditing practices in India, and according to the information and explanations
given to us, we have neither come across any instance of fraud on or by the company, noticed or reported
during the year, nor have we been informed of such case by the management.

Place : New Delhi Sd/-
Dated: 29th May 2015 (QIMAT RAI GARG)
F.C.A., Partner
M.No. 080857

CIN : L24237UR1979PLC005041
BALANCE SHEET AS AT 31ST MARCH, 2015

As at 31st March, 2015 As at 31st March, 2014
PARTICULARS NOTE AMOUNT(Rs.) AMOUNT(Rs.)
EQUITY AND LIABILITIES

Shareholders' Funds
Share Capital 3 3,42,00,000 3,42,00,000
Reserves & Surplus 4 7,82,06,890 6,01,37,734
11,24,06,890 9,43,37,734
Non-current liabilities
Long-term borrowings 5 23,96,576 -
Deferred tax liabilities (Net) 6 24,51,154 21,18,325
Other Long term liabilities 7 - -
Long-term provisions 8 16,07,079 12,51,138
64,54,809 33,69,463
Current Liabilities
Short-term borrowings 9 16,60,548 -
Trade payables 10 9,61,77,321 7,04,73,240
Other current liabilities 11 12,53,870 29,65,908
Short-term provisions 12 1,09,23,243 94,53,992
11,00,14,982 8,28,93,140
Total 22,88,76,681 18,06,00,337
ASSETS
Non-current assets
Fixed Assets
Tangible assets 13 6,95,89,601 6,36,81,052
Long-term loans and advances 14 89,49,972 62,23,504
Other non-current assets 15 90,19,149 87,89,609
8,75,58,722 7,86,94,165
Current assets
Inventories 16 41,66,372 53,20,364
Trade receivables 17 9,01,79,562 9,06,79,741
Cash and cash equivalents 18 4,33,60,853 22,36,008
Short-term loans and advances 19 32,92,932 35,07,589
Other current assets 20 3,18,240 1,62,470
14,13,17,959 10,19,06,172
Total 22,88,76,681 18,06,00,337
Summary of Significant Accounting Policies 1 to 2

Notes on Financial Statements 3 to 35
The accompanying notes are an integral part of the financial statements.
AUDITORS REPORT FOR AND ON BEHALF OF THE BOARD

Signed in terms of our report of even date attached
Sd/- Sd/- Sd/-
(QIMAT RAI GARG) RAHUL BISHNOI S. K. SINGH
Partner CHAIRMAN MANAGING DIRECTOR
M.No.080857 (DIN : 00317960) (DIN : 00318015)
Sd/-
VINOD KUMAR
Place : New Delhi CHIEF FINANCIAL OFFICER
Date : 29th May 2015 (PAN : AQPPK5268F)
CIN : L24237UR1979PLC005041
STATEMENT OF PROFIT & LOSS ACCOUNT

FOR THE YEAR ENDED ON MARCH 31, 2015
For the year ended For the year ended
PARTICULARS NOTE 31st March, 2015 31st March, 2014
AMOUNT(Rs.) AMOUNT(Rs.)
INCOME
Revenue from Operations 21 41,30,05,628 35,46,44,897
Other income 22 41,36,498 13,01,046
Total Revenue 41,71,42,126 35,59,45,943
EXPENDITURE
Cost of materials consumed 23 28,07,25,949 24,69,05,135
Changes in inventories of finished goods 24 (5,56,078) 31,84,657
work-in-progress and Stock-in-Trade
Employee benefits expense 24 2,49,65,527 2,28,61,153
Finance costs 26 34,41,206 26,54,211
Depreciation and amortization expense 27 17,85,302 14,44,198
Other expenses 28 7,95,42,887 6,09,99,086
Total Expenses 38,99,04,793 33,80,48,440
Profit Before Tax 2,72,37,333 1,78,97,503

Provision for Current tax 88,35,348 58,93,295
Profit after Tax 1,84,01,985 1,20,04,208
Deferred Tax Assets/Liability (3,32,829) (2,06,280)
Profit for the year 1,80,69,156 1,17,97,928
Earning per equity share of face value of Rs.10 each

Basic and Diluted (in Rs.) 5.38 3.51
Summary of Significant Accounting Policies 1 to 2

Notes on Financial Statements 3 to 35
The accompanying notes are an integral part of the financial statements.

Sd/- Sd/- Sd/-

M.No.080857 (DIN : 00317960) (DIN : 00318015)
Sd/-
VINOD KUMAR

CIN : L24237UR1979PLC005041
CASH FLOW STATEMENT

For the year For the year
2014-2015 2013-2014
PARTICULARS AMOUNT(Rs.) AMOUNT(Rs.)
A. Cash flow from Operating Activities

Net Profit Before tax as per P&L 2,72,37,333 1,78,97,503
Adjustments for
- Financial Charges 34,41,206 26,54,211
- Depreciation 17,85,302 14,44,198
- Interest Received (32,68,341) (10,57,089)
Operating Profit before Working Capital Changes 2,91,95,500 2,09,38,823
Adjustments for
- Trade & other receivables (net) (23,96,942) (3,14,65,046)
- Inventories 11,53,992 1,19,97,187
- Trade Payables & Other Liabilities 12,64,127 (29,60,012)
Cash generated from Operations 2,92,16,677 (14,89,048)
Financial Charges - -
Tax Paid 88,35,348 (49,00,000)
Net Cash Flow from Operating Activities (A) 3,80,52,025 (63,89,048)
B. Cash Flow from Investing Activities
- Addition to Fixed Assets (76,93,851) (2,51,915)
- Sales of Fixed Assets - -
- Interest Received 32,68,341 10,57,089
Net Cash Flow from Investing Activities (B) (44,25,510) 8,05,174
C. Cash Flow from Financing Activities
- Net proceeds of long term borrowings 23,96,576 (4,53,127)
- Net proceeds of short term borrowings 16,60,548 2,01,620
- Financial Charges 34,41,206 26,54,211
Net Cash Flow from Financing Activates (C) 74,98,330 24,02,704
Net Increase in Cash & Cash Equivalents 4,11,24,845 (31,81,170)
Cash & Cash Equivalents at the start of the year 22,36,008 54,17,178
Cash & Cash Equivalents at the Close of the year 4,33,60,853 22,36,008
NOTES:-
1. The Cash Flow Statement has been prepared under the Indirect method as set out in the accounting
standard 3 Cash Flow Statement issued by The Institute of Chartered Accountants of India.
2. Previous years figures have been re-classified to confirm with current years presentation, wherever
considered necessary

Sd/- Sd/- Sd/-

M.No.080857 (DIN : 00317960) (DIN : 00318015)
Sd/-
VINOD KUMAR

CIN : L24237UR1979PLC005041
NOTES ON THE FINANCIAL STATEMENTS

1. Corporate information
Shivalik Rasayan Limited was registered with the ROC, Gwalior, Madhya Pradesh under the Registration number
1498/79 dated 16/03/1979. In the year 1980 company shifted its registered office from Madhya Pradesh to
Uttar Pradesh under the Registration number 6992/5041 dated 23/02/1980. Old Registration number has
been converted into new Corporate Identification number (CIN) L24237UR1979PLC005041. Registered office
of the company is situated in the state of Uttarakhand at Village Kolhupani, P.O.Chandanwari,
Dehradun 248007. The company is manufacturer of organophosphate insecticides such as Dimethoate
Technical and Malathion Technical.
2. Significant Accounting Policies
a. Basis of Accounting and preparation of financial statements
The financial statements of the Company are prepared in accordance with the Generally Accepted
Accounting Principles (GAAP) under the historical cost convention on the accrual basis. GAAP comprises
mandatory accounting standards as prescribed by the Companies Act 2013 U/s 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Companies Act, 2013 and guidelines
issued by the Securities and Exchange Board of India (SEBI), Accounting policies have been consistently
applied.
b. Use of estimates
The preparation of the financial statements is in conformity with GAAP, requires management to make
judgments, estimates and assumptions that affect the application of polices and reported amounts of
assets and liabilities, income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making the judgments about the carrying values of assets and
liabilities that are readily apparent from other sources. Actual results may differ from these estimates.
c . Inventories
Inventories are valued at cost or net realizable value, whichever is lower. Cost of inventories is ascertained
on the weighted average basis. Further, in respect of the manufactured inventories, i.e., process stocks
and finished goods, appropriate share of manufacturing expenses is included on direct cost basis. Store,
fuel and packing materials are valued at lower of cost, based on first-in-first-out method or net realizable
value.
d. Depreciation and amortization
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its
estimated residual value. Depreciation on tangible fixed assets has been provided on the written down
value. No depreciation is provided on land.
e. Investments
No Long term investments are made by the company during the current financial year.
f. Purchases
Purchases are net of rebate/special discounts, excise duty, goods returned etc.
g. Employees Benefits
a) Contribution to Provident Fund and Family Pension Fund are accounted for on accrual basis.
b) Leave Encashment Benefits are accounted for on accrual basis.
c) The Company has Gratuity Fund covered by the scheme with LIC of India. The expenses towards
gratuity are recognized in the Statement of Profit & Loss on the basis of an actuarial valuation based
on projected unit credit method.

CIN : L24237UR1979PLC005041
h. Revenue Recognition
a) Sales are accounted for on dispatch of goods from the factory to the customers. Net Sales are
stated exclusive of returns, sales tax, excise duty and applicable trade discounts and allowances.
b) The claims are accounted for on settled basis.
i. Earnings per Share
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to
equity shareholders by the weighted average number of equity shares outstanding during the year.
For calculating diluted earnings per share, the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares outstanding during the year are adjusted for
the effects of all dilutive potential equity shares.
j. Provision for Current & Deferred
Tax Expense comprises of Current Tax and Deferred Tax. Current Tax is measured at the amount expected
to be paid to the tax authorities, using the applicable tax rates. Deferred Income Tax reflect the current
period timing differences between taxable income and accounting income for the period and reversal of
timing difference of earlier years/period. Deferred Tax Assets & liabilities are recognized only to the
extent that there is a reasonable certainty that sufficient future income will be available except that
deferred tax assets, in case there are unabsorbed depreciation or losses, are recognized if there is
virtual certainty that sufficient future taxable income will be available to realize the same.
Deferred Tax Assets and Liabilities are measured using the tax rates and tax law that have been enacted
or substantively enacted by the Balance Sheet date.
k . Contingent Liabilities & Assets
Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither
recognized nor disclosed in the Financial Statements.
3. SHARE CAPITAL (Amount in Rs.)
Particulars As at March 31, As at March 31,

2015 2014
Authorised Capital
3500000 equity shares of Rs.10/- each 3,50,00,000 3,50,00,000
Issued, Subscribed and paid up
3420000 equity shares of Rs.10/- each fully paid up 3,42,00,000 3,42,00,000
Total Issued, Subscribed and Fully Paid-up Share Capital 3,42,00,000 3,42,00,000
3(a). Reconciliation of shares outstanding at the beginning and at the end of the reporting period
Equity shares As at March 31, 2015 As at March 31, 2014
Number of Shares Amount Number of Shares Amount
At the Beginning of the Period 3420000 3,42,00,000 3420000 3,42,00,000
Issued during the period - - - -
Outstanding at the End of the Period 3420000 3,42,00,000 3420000 3,42,00,000
3(b). The details of Shareholders holding more than 5% Shares

Name of the Shareholder As at March 31, 2015 As at March 31, 2014
Number of Shares % Held Number of Shares % Held
Growel Capital Services Pvt. Ltd. 2435120 71.20% 2435120.00 71.20%
Total 2435120 71.20% 2435120.00 71.20%

CIN : L24237UR1979PLC005041
4. RESERVES AND SURPLUS (Amount in Rs.)

2015 2014
(a) Securities Premium Account 1,97,25,193 1,97,25,193
(b) General Reserves
Opening Balance 4,04,12,541 2,86,14,613
Add: Transferred from P&L A/c 1,80,69,156 1,17,97,928
Closing Balance 5,84,81,697 4,04,12,541
(c) Profit and Loss Account
Opening Balance - -
Add : Profit for the year 1,80,69,156 1,17,97,928
Less : Appropriations
Transferred to General Reserve 1,80,69,156 1,17,97,928
Closing Balance - -
Total Reserves and Surplus 7,82,06,890 6,01,37,734
5. LONG TERM BORROWINGS (Amount in Rs.)

2015 2014
Unsecured
Vehicle Loan from ICICI Bank 11,85,325 -
Vehicle Loan from HDFC Bank 12,11,251 -
Total 23,96,576 -
6. DEFERRED TAX LIABILITY (NET) (Amount in Rs.)

2015 2014
Deferred Tax Liability arising on account of
Depreciation 27,89,212 23,95,455
Deferred Tax Assets arising on account of
Expenditure incurred-allowable in future 2,09,624 1,89,784
Retirement Benefits 1,28,434 87,346
3,38,058 2,77,130
Total 24,51,154 21,18,325
7. OTHER LONG TERM LIABILITIES (Amount in Rs.)

2015 2014
Total - -
8. LONG TERM PROVISIONS (Amount in Rs.)

2015 2014
Provision for Leave Encashment 16,07,079 12,51,138
Total 16,07,079 12,51,138

CIN : L24237UR1979PLC005041
9. SHORT TERM BORROWINGS (Amount in Rs.)

2015 2014
Unsecured
Vehicle Loan from ICICI Bank 7,96,878 -
Vehicle Loan from HDFC Bank 8,63,670 -
Total 16,60,548 -
10. TRADE PAYABLE (Amount in Rs.)

2015 2014
Sundry Creditors 9,61,77,321 7,04,73,240
Total 9,61,77,321 7,04,73,240
11. OTHER CURRENT LIABILITIES (Amount in Rs.)

2015 2014
Electricity Bill Payable 3,83,497 5,27,054
Expenses Payable 3,988 -
Securities from Employees 32,000 37,000
Service Tax & Cess Payable 22,460 26,263
Sales Tax Payable 3,02,666 3,01,560
VAT Payable 119 -
Tax Deducted at Source Payable 5,09,140 4,57,176
Land Installment Payable to GIDC - 16,16,855
Total 12,53,870 29,65,908
12. SHORT TERM PROVISIONS (Amount in Rs.)

2015 2014
Provisions for Salary/Bonus/PF,PPF 20,87,895 35,60,697
Current Tax 88,35,348 58,93,295
Total 1,09,23,243 94,53,992

13. FIXED ASSETS (Amount in Rs.)
PARTICULARS GROSS BLOCK DEPRECIATION BLOCK NET BLOCK
Value/ Addi- Deductions Value/ Upto For the Adjust- As at As at As at

cost As at tions during cost 31.03.2014 year ments/ 31.03.2015 31.03.2015 31.03.2014
01.04.2014 during the year As at Deduc-
the year 31.03.2015 tions
TANGIBLE ASSETS
Annual Report 2014-15

Land at Dehradun 2360502 0 0 2360502 0 0 0 0 2360502 2360502
Land at Dahej 43989298 1310874 0 45300172 0 0 0 0 45300172 43989298

CIN : L24237UR1979PLC005041
Building 3780443 0 0 3780443 2846359 41258 0 2887617 892826 934084
Plant & Machinery 43558825 0 0 43558825 30535407 906018 0 31441425 12117400 13023418
Water & Effluent treatment Plant 937708 0 0 937708 646997 19055 0 666052 271656 290711
Furniture & Fixture 790315 0 0 790315 426461 45006 0 471467 318848 363854
48
Workshop Equipment 20582 0 0 20582 20078 0 0 20078 504 504
Laboratory Equipment 803218 0 0 803218 487118 18300 0 505418 297800 316100
Electric Installation 1061067 0 0 1061067 562440 36656 0 599096 461971 498627
Safety Equipment 132208 0 0 132208 86046 6280 0 92326 39882 46162
Office Equipment 485223 0 0 485223 333954 23048 0 357002 128221 151269
Airconditioner 382475 92990 0 475465 199331 15535 0 214866 260599 183144
Generator 1889656 0 0 1889656 1504181 22530 0 1526711 362945 385475
Cycle 1300 0 0 1300 1260 0 0 1260 40 40
Computer 620465 57200 0 677665 383095 58894 0 441989 235676 237370
Vehicle 1947153 6232787 0 8179940 1046659 592722 0 1639381 6540559 900494

As at
31.03.2014
TOTAL 102760438 7693851 0 110454289 39079386 1785302 0 40864688 69589601 63681052
PREVIOUS YEAR 99972544 2535979 0 102508523 35017442 1462914 0 36480356 66028167 64955102
CIN : L24237UR1979PLC005041
14. LONG TERM LOANS AND ADVANCES (Amount in Rs.)

2015 2014
Security Deposits 14,49,972 13,23,504
Advance Income Tax 75,00,000 49,00,000
Total 89,49,972 62,23,504
15. OTHER NON-CURRENT ASSETS (Amount in Rs.)

2015 2014
Miscellaneous Expenditure (to the extent not written off or adjusted) 45,000 60,000
Pre-operative Expenditure# 89,74,149 87,29,609
Total 90,19,149 87,89,609
# Pre-operative Expenses include expenses incurred amounting Rs.89,62,904/- by the company towards
development of project at Dahej, Gujarat and Rs.11245/- incurred on development of new project at Dehradun.
16. INVENTORIES (Amount in Rs.)

2015 2014
(a) Raw Materials (At cost or Market Value, whichever is lower 26,42,413 37,57,491
At Cost or Market Price, whichever is lower (On weighted average basis)
(b) Fuel 1,60,000 2,00,000
At Cost (On Weighted average basis
(c) Packing & Consumables Stores 4,14,793 7,89,785
At Cost (On Weighted Average basis
(d) Work-in-Progress 3,65,916 1,90,588
At Weighted Average Cost
(e) Finished goods (Manufactured) 7,63,250 3,82,500
Cost of Production or Net Realizable Value, whichever is lower
Total 41,66,372 53,20,364
17. TRADE RECEIVABLE (Amount in Rs.)

2015 2014
Sundry Debtors 9,01,79,562 9,06,79,741
Total 9,01,79,562 9,06,79,741
18. CASH AND CASH EQUIVALENTS (Amount in Rs.)

2015 2014
Cash in hand 54,844 37,049
Balance with Banks 1,20,40,766 21,98,959
Fixed Deposits with Bank 3,12,65,243 -
Total 4,33,60,853 22,36,008
19. SHORT TERM LOANS AND ADVANCES (Amount in Rs.)

2015 2014
Loan & Advances to Employees 3,91,854 7,41,415
Advance to Suppliers 14,34,000 12,44,000
Balance with Customs, Excise Authorities 14,67,078 15,22,174
Total 32,92,932 35,07,589

CIN : L24237UR1979PLC005041
20. OTHER CURRENT ASSETS (Amount in Rs.)

2015 2014
Interest Accrued on Fixed Deposits - 25,930
Tax Deducted at Sources 3,18,240 98,095
Discounting Charges Refundable - 38,445
Total 3,18,240 1,62,470
21. REVENUE FROM OPERATIONS (Amount in Rs.)

2015 2014
Sales of Products 46,40,93,591 39,84,79,009
Less : Excise Duty 5,10,87,963 4,38,34,112
Total 41,30,05,628 35,46,44,897
22. OTHER INCOME (Amount in Rs.)

2015 2014
Interest from Fixed Deposits 31,82,400 9,80,947
Interest from Others 85,941 76,142
Other non operating Income 8,68,157 2,43,957
Total 41,36,498 13,01,046
23. COST OF MATERIALS CONSUMED (Amount in Rs.)

2015 2014
Imported 2,83,84,728 3,31,02,014
Indigenous 25,23,41,221 21,38,03,121
Total 28,07,25,949 24,69,05,135
24. CHANGE IN INVENTORIES OF FINISHED GOODS & SOTCK-IN-PROCESS (Amount in Rs.)

2015 2014
Inventories (at close)
Finished Goods 7,63,250 3,82,500
Stock-in-Process 3,65,916 1,90,588
11,29,166 5,73,088
Inventories (at commencement)
Finished Goods 3,82,500 27,63,750
Stock-in-Process 1,90,588 9,93,995
5,73,088 37,57,745
Total 556078 (31,84,657)
25. EMPLOYEE BENEFITS EXPENSES (Amount in Rs.)

2015 2014
Salaries and Wages 2,20,52,723 2,05,85,554
Contribution to Provident Fund 7,65,614 5,46,726
Staff Welfare Expenses 21,47,190 17,28,873
Total 2,49,65,527 2,28,61,153

CIN : L24237UR1979PLC005041
26. FINANCE COSTS (Amount in Rs.)

2015 2014
Interest cost 34,37,162 22,25,054
LC Discounting Charges - 1,42,669
Bank Charges 4,044 2.86.488
Total 34,41,206 26,54,211
27. DEPRECITION (Amount in Rs.)

2015 2014
Depreciation (Refer Note No.13 17,85,302 14,44,198
Total 17,85,302 14,44,198
28. OTHER EXPENSES (Amount in Rs.)

2015 2014
Stores, Chemicals and Packing Material 1,61,43,647 94,51,770
Fuel and Power Expenses 2,84,85,884 2,17,56,144
Ice Consumed 25,61,165 27,02,179
Rent, Rates & Fees 33,37,725 13,60,437
Printing & Stationary 39,96,397 13,05,098
Postage & Telephone 3,41,837 3,33,081
Travelling & conveyance 20,99,164 16,35,154
Vehicle Maintenance & Running 7,87,532 7,10,198
Professional & Legal Expenses 13,02,546 4,21,045
Business Promotion 4,70,666 4,32,648
Insurance 7,80,587 7,02,794
Charity & Donation 2,00,968 1,85,657
Advertisement Expenses 36,02,609 2,50,515
Diwali Expenses 11,15,562 11,08,478
Office Maintenance 1,98,030 1,48,731
Water & Electricity 1,10,720 1,15,450
Repair & Maintenance (Plant & machinery) 64,51,669 38,83,438
Repair & Maintenance (Building) 3,17,871 5,00,332
Repair & Maintenance (ETP & Others) 5,54,942 15,00,787
Auditors Remuneration 50,000 70,000
Freight and Cartage 30,90,687 28,37,944
General Expenses 5,73,815 4,03,735
Marketing & Sales Expenses 28,46,775 89,30,633
Fire & Safety 1,07,089 1,10,717
Environment/Pollution Control Expenses - 1,27,121
Preliminary Exp.w/o 15,000 15,000
Total 7,95,42,887 6,09,99,086

CIN : L24237UR1979PLC005041
29. EARNING PER SHARE (EPS)

The Company reports basic & diluted earnings per share in accordance with Accounting Standards 20 issued
by The Institute of Chartered Accountants of India. The same is computed by dividing the net profit
attributable to equity shareholders for the year, by the weighted average number of equity shares
outstanding during the year. The Earning per Share is calculated as under:-
2015 2014
Profit after Taxation (Amount in Rs.) 1,84,01,985 1,20,04,208
Weighted Average Number of Equity Shares 34,20,000 34,20,000
Nominal Value Per Share Rs.10 Rs.10
Earning Per Share Rs.5.38 Rs.3.51
Total 17,85,302 14,44,198
30. RELATED PARTY DISCLOSURES

In compliance to AS -18 issued by The Institute of Chartered Accountants of India, the Disclosure of
transactions with Related Parties as defined in Accounting Standard (Excluding Reimbursements) are given
herein below:-
(i) RELATED PARTIES
A . Key Management Personnel & Directors
1. Sh. Rahul Bishnoi 2. Sh. S. K. Singh 3. Sh. Ashwani Kumar Sharma
4. Sh. Anirudh Bishnoi 5. Sh. Harish Pande 6. Sh. Puneet Chandara
7. Sh. Rajiv Mehta 8. Sh. Kailash Gupta 9. Sh. Arun Kumar
10. Smt. Usha Pande
B. Other Related Parties where common control exists and with whom the Company had transactions during the year
1. Growel Capital Services Pvt. Ltd. Associate Company
(ii) Transactions during the year with Related Parties
Sr. Name of Related Parties Relationship Nature of Transaction 2014-15 2013-14
No.
1. Sh. S. K. Singh Managing Director Directors Remuneration 8.99 8.09
2. Sh. Ashwani Kumar Sharma Director Directors Remuneration 8.03 13.01
3. Growel Capital Services Pvt. Ltd. Associate Company Rent 8.93 8.96
31. CONTINGENT LIABILITES)

2015 2014
Bank Guarantee given to Uttarakhand Environment & Pollution Control Board 2,00,000 2,00,000
Bank Guarantee given to Sales Tax Department 50,000 50,000
32. COST OF IMPORTED MATERIALS CONSUMED

Particulars As at March 31, 2015 As at March 31, 2014
Amount in Rs. Percentage Amount in Rs. Percentage
Imported 2,83,84,728 10.11 3,31,02,014 13.41
Indigenous 25,23,41,221 89.88 21,38,03,121 86.59
Total 28,07,25,949 100.00 24,69,05,135 100.00

CIN : L24237UR1979PLC005041
33. VALUE OF IMPORTS (ON CIF BASIS)

2015 2014
Raw Materials 2,83,29,528 3,26,01,003
Total 2,83,29,528 3,26,01,003
34. The Company has not received any confirmation from suppliers regarding their status of registration under
the Micro, Small & Medium Enterprises Development Act, 2006 which came into effect from October 2, 2006
and hence disclosure required under the said act have not been given.
35. The Previous Year Figures have been reworked, regrouped, rearranged, reclassified and / or re-casted
wherever deemed necessary to make them comparable with those of the current years figures.

Sd/- Sd/- Sd/-

M.No.080857 (DIN : 00317960) (DIN : 00318015)
Sd/-
VINOD KUMAR

Last page
BOOK POST / UPC
If Undelivered please return to :
Shivalik Rasayan Limited
1506, Chiranjiv Tower
43, Nehru Place
New Delhi - 110019

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THIRTY SEVENTH

SHIVALIK RASAYAN LIMITED

SHIVALIK RASAYAN LIMITED

BANKERS : IDBI Bank Limited, Axis Bank Limited,

1 Annual Report 2014-15

8. Voting through electronic means:

The process & manner for e-voting are as under:-

3 Annual Report 2014-15

5 Annual Report 2014-15

for Shivalik Rasayan Ltd.

Annual Report 2014-15 6

DETAILS OF SHAREHOLDING/OTHER CONVERTIBLE INSTRUMENTS OF NON-EXECUTIVBE DIRECTORS OF

S. No. Name of Director No. of Equity Shares Other convertible Instruments

01. Shri Harish Pande Nil Nil

02. Shri Puneet Chandra Nil Nil

03. Shri Rajiv Mehta 16250 Nil

04 Shri Kailash Gupta Nil Nil

05 Shri Arun Kumar Nil Nil

06 Smt. Usha Pande Nil Nil

7 Annual Report 2014-15

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

DIRECTORS RESPONSIBILITY STATEMENT

Annual Report 2014-15 8

9 Annual Report 2014-15

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

INTERNAL FINANCIAL CONTROL

Annual Report 2014-15 10

B. TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

C. FOREIGN EXCHANGE EARNING AND OUTGO

for and on behalf of the Board

11 Annual Report 2014-15

Annual Report 2014-15 12

13 Annual Report 2014-15

Our report of even date is to be read along with this letter.

for AMJ & Associates

Annual Report 2014-15 14

1. Company Philosophy on Code of Governance

The Companies and category of Directors as on 31.03.2015 is as follows:

15 Annual Report 2014-15

All such declarations are placed before the Board.

Information supplied to the Board

Compliance reports of all applicable laws to the Company

b) Board Meetings and attendance record of each Director

Annual Report 2014-15 16

Name of Attendance Particulars No. of other Directorship and Committee

Board Last AGM Other Director- Membership(s) No. of

c. Separate Meetings of Independent Directors

Role of Audit Committee

17 Annual Report 2014-15

Annual Report 2014-15 18

Power of Audit Committee

Details of Meetings and Attendance

Name of Member No. of meetings held Meetings Attended

4. Nomination and Remuneration Committee

No Sitting Fees paid to the Directors during the financial year.

5. Stakeholders Relationship Committee

19 Annual Report 2014-15

into redressal of shareholders/Investors complaints The Committee overseas the performance of