ShivamAR 2017
ShivamAR 2017
ShivamAR 2017
Accounts 2016-17
About us......................................................................................................................................................2
Notice .........................................................................................................................................................7
Haridwar Plant - Plot No. 3, Industrial Park 2, Phase I, Village Salempur, Tehsil Mehdood,
Haridwar – 249401, Uttarakhand
Binola Plant - 58 Km Stone, Delhi - Jaipur Highway, Village - Binola, Gurugram – 122413, Haryana
Bengaluru Plant - Plot No. 98, Vemagal Industrial Area, Kolar – 563101, Karnataka
Rohtak Plant - Plot No. 9, Sector-30A, IMT Rohtak, District: Rohtak -124001, Haryana
Award for Outstanding performance in Quality Award for Supplier of the year by Mando
by Denso India Limited Automotive India Pvt. Limited
Board of Directors
CHAIRMAN BANKERS
Mr. Sunil Kant Munjal IDBI Bank Ltd.
HDFC Bank Ltd.
IDFC Bank Ltd.
MANAGING DIRECTOR ICICI Bank Ltd.
Mr. Neeraj Munjal Kotak Mahindra Bank Ltd.
YES Bank Ltd.
DIRECTORS
REGISTERED OFFICE
Mr. Bhagwan Dass Narang
303, 3rd Floor, Square One, District Centre,
Mr. Surrinder Lal Kapur Saket, New Delhi-110017
Dr. Vinayshil Gautam
Dr. Anil Kumar Gupta, Director (Technical) BINOLA PLANT
Mrs. Charu Munjal, Executive Director 58th Km. Stone, Delhi-Jaipur Highway
Village: Binola-122413, District Gurugram (Haryana)
FINANCE TEAM
HARIDWAR PLANT
Mr. Davendra Ujayan, VP-Finance
Plot No. 3, Industrial Park-II, Phase-1,
Ms. Shivani Kakkar, Company Secretary Village Salempur, Tehsil Mehdood,
District Haridwar (Uttarakhand)-249401
Statutory Auditors
MANESAR PLANT
S. S. Kothari Mehta & Co., Plot No. 1, Sector 5, IMT Manesar
Chartered Accountants, Gurugram -122050, Haryana
New Delhi
BANGALORE PLANT
Plot No. 98, Vemagal Industrial Area
Internal Auditors Kolar - 563101, Karnataka
N. Kochhar & Co.,
Chartered Accountants, ROHTAK PLANT
New Delhi Plot No. 9, Sector 30A, IMT Manesar
District Rohtak -124001, Haryana
Notice is hereby given that the 12th Annual General such necessary acts and take all such steps as may be
Meeting of the Members of SHIVAM AUTOTECH LIMITED necessary, proper or expedient to give effect to this
will be held on Friday, the 29th day of September, 2017 at resolution”
11:30 A.M. at Tivoli Garden Resort, Near Chattarpur Mandir,
B SPECIAL BUSINESS
Chattarpur Road, New Delhi-110074, to transact the
following business: 5. Revision in remuneration of Mr. Neeraj Munjal (DIN
00037792) Managing Director.
A ORDINARY BUSINESS
To consider and if thought fit, to pass, the following
1. To receive, consider and adopt the audited Balance
resolution as an Ordinary Resolution:
Sheet as at March 31, 2017, the Statement of Profit &
Loss and Cash Flow Statement for the financial year “RESOLVED THAT in accordance with the provisions
ended on that date and the Reports of the Board of of Section 196, 197, 198 read with Schedule V and
Directors and Auditors thereon. other applicable provisions, as amended or re-enacted
from time to time, if any, of the Companies Act, 2013
2. To appoint a director in place of Dr. Anil Kumar Gupta
and rules made there under and subject to such
(DIN 02643623), who retires by rotation and being
approvals as may be necessary, the consent of the
eligible has offered himself for re-appointment.
Company be and is hereby accorded for the revision
3. To appoint a director in place of Mrs. Charu Munjal in remuneration of Mr. Neeraj Munjal, Managing
(DIN 03094545), who retires by rotation and being Director (DIN 00037792) of the Company w.e.f.
eligible has offered herself for re-appointment. August 1, 2017 for the remainder of his tenure in
the manner as set out in the explanatory statement
4. Appointment of NSBP & Co., Chartered Accountants
annexed to the Notice convening this meeting.
as the Statutory Auditors of the Company.
RESOLVED FURTHER THAT except as stated in the
To consider and, if thought fit, to pass, the following
explanatory statement annexed below, other terms
resolution as an Ordinary Resolution:
and conditions of re-appointment shall remain
“RESOLVED THAT pursuant to the provisions unchanged.
of Section 139, 141, 142 and other applicable
RESOLVED FURTHER THAT for the purpose of giving
provisions, if any, of the Companies Act, 2013, read
effect to this resolution, the Board of Directors of the
with the Companies (Audit and Auditors) Rules,
Company be and is hereby authorized to do all such
2014, (including any statutory modification(s) or
acts, deeds and things as are incidental thereto or as
re-enactment thereof, for the time being in force),
may be deemed necessary or desirable or to settle any
and pursuant to the recommendations of the Audit
question or difficulty that may arise, in such manner
Committee, NSBP & Co., Chartered Accountants, New
as it may deem fit without further reference to the
Delhi (Firm Registration No. 001075N), who being
Company in General Meeting.”
eligible for appointment have offered themselves
for their appointment, be and is hereby appointed 6. Revision in the remuneration of Mrs. Charu Munjal
as the Statutory Auditors of the Company, in place of (DIN 03094545), Whole Time Director.
S.S. Kothari Mehta & Co., Chartered Accountants, New
To consider and if thought fit, to pass, the following
Delhi, (Firm Registration No. 000756N), to hold office
resolution as an Ordinary Resolution:
from the conclusion of this Annual General Meeting
until the conclusion of 17th Annual General Meeting “RESOLVED THAT in accordance with the provision
of the Company, subject to annual ratification by the of Section 196, 197, 198 read with Schedule V
shareholders at every Annual General Meeting and and other applicable provisions, as amended or
at such remuneration as may be mutually agreed re-enacted from time to time, if any, of the Companies
between the Board of Directors of the Company and Act, 2013 and rules made there under and subject to
Auditors. such approvals as may be necessary, the consent of
the Company be and is hereby accorded for revision
RESOLVED FURTHER THAT the Board of Directors of
in the remuneration of Mrs. Charu Munjal, Whole Time
the Company be and is hereby authorised to do all
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT Company will remain closed from Friday, September
THE ANNUAL GENERAL MEETING IS ENTITLED 22, 2017 to Friday, September 29, 2017 (both days
TO APPOINT A PROXY TO ATTEND AND VOTE (ON inclusive)
A POLL ONLY) INSTEAD OF HIMSELF/HERSELF
8. The Notice of the AGM along with the Annual Report
AND THE PROXY NEED NOT BE A MEMBER OF
2016-17 is being sent by electronic mode to those
THE COMPANY. THE INSTRUMENT APPOINTING
Members whose e-mail addresses are registered with
THE PROXIES IN ORDER TO BE VALID MUST BE
the Company / Depositories, unless any Member
DEPOSITED AT THE COMPANY’S REGISTERED
has requested for a physical copy of the same. For
OFFICE NOT LATER THAN 48 HOURS BEFORE THE
Members who have not registered their e-mail
COMMENCEMENT OF THE MEETING. A PROXY
addresses, physical copies are being sent by the
FORM IS ENCLOSED HEREWITH.
permitted mode.
2. A PERSON CAN ACT AS PROXY ON BEHALF OF
In view of the above, the Company requests all its
MEMBERS NOT EXCEEDING FIFTY (50) IN NUMBER
shareholders to kindly provide their email addresses
AND HOLDING IN THE AGGREGATE NOT MORE
THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL along with client ID/Folio no. and number of shares
OF THE COMPANY. IN CASE A PROXY IS PROPOSED as reference to the following email addresses with
TO BE APPOINTED BY A MEMBER HOLDING MORE subject as “Shivam Autotech Limited – Member Email
THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL ID” at [email protected].
OF THE COMPANY CARRYING VOTING RIGHTS, 9. Pursuant to the provisions of Section 124 of the
THEN SUCH PROXY SHALL NOT ACT AS A PROXY Companies Act, 2013, dividend which remains unpaid
FOR ANY OTHER MEMBER. or unclaimed for a period of seven years from the date
3. For the convenience of the Members, attendance slip of its transfer to unpaid dividend account is required to
is enclosed herewith in the Annual Report. Members be transferred by the Company to Investor Education
/ proxies should bring duly filled Attendance Slips and Protection Fund (IEPF), established by the Central
sent herewith to attend the meeting along with their Government under the provisions of Section 125 of the
copies of the Annual Report. Companies Act, 2013. The details of unpaid amounts
as per provisions of Section 124 of the Companies Act,
4. Corporate Members are requested to send a duly 2013 are uploaded on the website of the Company.
certified copy of the Board Resolution, authorising
their representatives to attend and vote at the Annual The dividend declared by the Company for the
General Meeting. financial year 2009-10, of which Rs.277,915.50 has
remain unpaid/unclaimed shall be transferred to IEPF
5. As required under the provisions of SEBI (Listing on or before December 4, 2017. Accordingly, members
Obligations and Disclosure Requirements) Regulations, who have not encashed their Dividend Warrant(s) are
2015, particulars relating to Dr. Anil Kumar Gupta and requested to approach the RTA/ Company for issuance
Mrs. Charu Munjal, Directors retiring by rotation and of demand draft(s) upon completion of necessary
whose re-appointments are being proposed at the
formalities for the same in lieu of such warrant(s).
forthcoming Annual General Meeting, are enclosed in
Unclaimed/unpaid final dividend for the financial year
the Appendix to this Notice.
2009-10, which is due for transfer to IEPF, should be
6. Explanatory statement pursuant to Section 102 of the claimed by the members before November 4, 2017.
Companies Act, 2013, which sets out details relating to After that date, no claim shall lie against the Company
Special Business (es) to be transacted at the meeting, in respect of the said amount.
is annexed hereto.
The details of the shareholders who have not claimed/
7. Pursuant to Section 91 of the Companies Act, 2013, the encashed their dividend warrants till the last Annual
Register of Members and Share Transfer Books of the General Meeting and subsequent due dates of
• 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 0’s
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.
Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
or Date of Birth (DOB) your demat account or in thecompany records in order to login
• If both the details are not recorded with the depository or company please enter
the member id / folio number in the Dividend Bank details field as mentioned in
instruction (v)
ix. After entering these details appropriately, click on xvi. Once you “CONFIRM” your vote on the resolution, you
“SUBMIT” tab. will not be allowed to modify your vote.
x. Members holding shares in physical form will xvii. You can also take out print of the voting done by you
then directly reach the Company selection screen. by clicking on “Click here to print” option on the Voting
However, members holding shares in demat form will page.
now reach ‘Password Creation’ menu wherein they are xviii. If Demat account holder has forgotten the same
required to mandatorily enter their login password password then Enter the User ID and the image
in the new password field. Kindly note that this verification code and click on Forgot Password & enter
password is to be also used by the demat holders for the details as prompted by the system.
voting for resolutions of any other company on which
xix. Note for Non-Individual Shareholders & Custodians:
they are eligible to vote, provided that company opts
for e-voting through CDSL platform. It is strongly • Non-Individual shareholders (i.e. other than
recommended not to share your password with any Individuals, HUF, NRI etc.) and Custodians are required
other person and take utmost care to keep your to log on to www.evotingindia.com and register
password confidential. themselves as Corporates.
xi. For Members holding shares in physical form, the • A scanned copy of the Registration Form bearing the
details can be used only for e-voting on the resolutions stamp and sign of the entity should be emailed to
contained in this Notice. [email protected].
• After receiving the login details a compliance
xii. Click on the EVSN for the Company Name on which
user should be created using the admin login and
you choose to vote.
password. The Compliance user would be able to link
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DESCRIPTION” and against the same the option
• The list of accounts should be mailed to
“YES/NO” for voting. Select the option YES or NO as [email protected] and on approval of
desired. The option YES implies that you assent to the the accounts they would be able to cast their vote.
Resolution and option NO implies that you dissent to
the Resolution. • A scanned copy of the Board Resolution and Power of
Attorney (POA) which they have issued in favour of the
xiv. Click on the “RESOLUTIONS FILE LINK” if you wish to Custodian, if any, should be uploaded in PDF format in
view the entire Resolution details. the system for the scrutinizer to verify the same.
xv. After selecting the resolution you have decided to xx. In case you have any queries or issues regarding
vote on, click on “SUBMIT”. A confirmation box will be e-voting, you may refer the Frequently Asked
displayed. If you wish to confirm your vote, click on Questions (“FAQs”) and e-voting manual available at
“OK”, else to change your vote, click on “CANCEL” and www.evotingindia.com under help section or write an
accordingly modify your vote. email to [email protected].
Your Directors are pleased to present before you, the 12th Annual Report on the business and operations of the Company
together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2017.
Financial Highlights
The Company’s financial performance, for the year ended March 31, 2017 is summarized below:
Rupees (in Lacs)
Particulars For the year ended
March 31, 2017 March 31, 2016
Gross Sales & Other Income 48,564.18 44,785.80
Profit before Depreciation and Interest 4737.42 7079.68
Depreciation 3200.36 2784.75
Interest 2886.70 2146.90
Profit before Taxation (1349.64) 2148.03
Provision for Taxation (Deferred & Current) (966.77) 224.17
Profit after Taxation (382.87) 1923.86
State of Company’s Affairs and Future Outlook Denso and Mitsuba has increased compared to last year still
Hero MotoCorp Limited (HMCL) being the major customer.
During the financial year 2016-17, revenue from operations The Customer Profile for the financial year 2016-17 is as
was Rs.48,564.18 lacs as compared to Rs. 44,785.80 lacs in follows:
2015-16, registering an increase of 8.44%.
The Company is proud recipient of the following Awards as A detailed discussion on the business performance and
shown in Awards & Accolades Section: future outlook forms part of Management Discussion and
Analysis Report, which is separately attached as Annexure
1. Award for Supplier of the year by Mando Automotive A to this Board’s Report.
India Pvt Limited.
Board of Directors
2. Certificate of Supplier Quality awarded for fulfilling
Quality Assurance Compliance by Hyundai Motor a) Meeting of Board of Directors
India Limited.
A calendar of Meetings is prepared and circulated
3. Certificate of Appreciation for superior performance
in advance to the Directors. During the Financial
in the field of Development by Maruti Suzuki India
Year 2016-17, 4 (four) meetings of the Board of
Limited.
Directors of the Company were held on 28-May-2016,
4. Award for Outstanding performance in Quality by 13-Aug-2016, 12-Nov-2016 and 13-Feb-2017. The
Denso India Limited. intervening gap between the Meetings was within
the period prescribed under the Companies Act,
5. Certificate of Appreciation for Outstanding
2013 and Securities and Exchange Board of India
Performance in the category of Quality by Denso India
(Listing Obligations and Disclosure Requirements)
Limited.
Regulations, 2015 (hereinafter referred to as “SEBI
6. Award for excellence in running SAP operations. LODR, 2015”). For details of the meetings of the board,
7. Mistuba Supplier Award 2017. please refer to the Corporate Governance Report,
which forms part of this Annual Report.
Transfer to General Reserve
b) Details of Directors and Key Managerial Personnel
During the year under review, the Company has not
transferred any amount to General Reserves. The closing Mrs. Charu Munjal and Dr. Anil Kumar Gupta, Whole
balance amount of Rs. 11,463.43 Lacs (Previous year Rs. Time Directors of the Company, retire by rotation
11,846.29 lacs) will be retained as surplus in the statement at the ensuing Annual General Meeting and being
of Profit and Loss Account. eligible, offer themselves for re-appointment. Brief
profile of the Director(s), as required by the SEBI LODR,
Dividend 2015, is given in the Notice / Corporate Governance
Report forming part of this Annual Report.
The Board of Directors have not recommended any dividend
for the Financial Year 2016-17. The dividend paid during the The appointment/re-appointments form part of the
previous year was 20% (Rs. 0.40 per equity share). Notice of the Twelfth Annual General Meeting and
the relevant Resolutions are recommended for your
The Register of Members and Share Transfer Books shall approval.
remain closed from Friday, September 22, 2017 to Friday,
September 29, 2017 (both days inclusive). c) Declaration by Independent Director
The Company has received necessary declaration
Holding Company
from each Independent Director under Section 149
The promoters of the Company i.e. Dayanand Munjal (7) of the Companies Act, 2013 that he/she meets the
Investments Private Limited (DMIPL) hold 74,795,950 equity criteria of Independence laid down in Section 149(6)
shares of Rs. 2/- each which represents 74.80% of the paid of Companies Act, 2013 and SEBI LODR, 2015.
up equity capital of the Company. d) Board Evaluation
Your company continues to be a subsidiary company of Pursuant to the provisions of the Companies Act,
DMIPL. 2013 and the Corporate Governance requirements
as prescribed by Securities and Exchange Board of
Subsidiary Companies, Joint Ventures Or Associate
India (“SEBI”) under the SEBI LODR, 2015, the Board
Companies
is required to carry out an Annual Evaluation of its
The Company neither has any Subsidiaries, joint ventures own performance, Board’s committees and Individual
or associate companies nor any company have become Directors.
or ceased to be its Subsidiaries, joint ventures or associate
The performance of the Board as a whole, it’s
companies during the year under review.
Committee(s) and Individual Directors including
• Effectiveness of committee meetings, The Report given by the Auditors, S. S. Kothari Mehta
& Co, Chartered Accountants, New Delhi, on the
• The contribution of the individual director to the
financial statements of the Company for the financial
Board and committee meetings
year 2016-17, is part of the Annual Report. There
• Preparedness of Directors on the issues to be are no qualifications, reservation, adverse remark,
discussed, observations, comments or disclaimer given by the
• Meaningful and constructive contribution of Auditors in their Report.
Directors and their inputs in meetings
Further, with regard to section 134(3)(ca) of the
e) Separate Meeting of Independent Directors Companies Act, 2013, no frauds have been reported
by the auditors under section 143(12) of the said Act.
In terms of requirements under Schedule IV of
the Companies Act 2013 and SEBI LODR, 2015, Explanation to Auditors’ Remarks
a separate meeting of Independent Directors
The comments on statement of accounts referred to
was held on February 13, 2017. In a separate
meeting of Independent Directors, performance of in the report of the auditors are self-explanatory.
non-independent directors, performance of the board Share Capital
as a whole and performance of the Chairman was
evaluated, taking into account the views of executive During the year under review, the Issued, Subscribed
directors and non-executive directors. The same and Paid-up Equity Share Capital as on March 31, 2017
was discussed in the board meeting that followed was 10 Crores shares of Rs. 2/- each amounting to
the meeting of the independent Directors, at which Rs. 20 Crore.
the performance of the Board, its committees and
individual directors was also discussed. a) Your Company has not issued shares with
differential voting rights nor granted employee
f) Policy on Directors’appointment and remuneration stock options nor sweat equity. And also the
and other details Company has not accepted or repaid any
Debentures, Preference Share Capital and any
The Company’s policy on Directors’ appointment and
remuneration and other matters provided in Section Bond & Security during the financial year, and
178(3) of the Act has been disclosed in the Corporate none of the Directors of the Company hold any
Governance Report, which forms part of the Board’s shares or security of the Company. The Company
report. does not have any Debentures, Preferential
Shares as on March 31, 2017.
Statutory Auditors
b) Your company has not made any provisions
S. S. Kothari Mehta & Co., Chartered Accountants, New
of money for purchase of its own shares by
Delhi were re-appointed as statutory auditors of the
employees or by trustees for the benefit of
company by the members in their Annual General
employees during the year under review.
Meeting held on September 29, 2016 for the financial
year 2016-17 and they retire at the forthcoming Annual Deposits
General Meeting as per the provisions of Companies
Act, 2013 read with Companies (Audit and Auditors) During the year, the Company has not accepted any
Rules, 2014. fixed deposit.
Pursuant to the provisions of Section 204 of the Companies The Corporate Social Responsibility Committee has been
Act, 2013 and The Companies (Appointment and constituted as per the provisions of Section 135 of the
Remuneration of Managerial Personnel) Rules, 2014, the Companies Act, 2013 and the composition is as under:
Company has appointed Satyender Kumar & Associates,
a proprietorship firm of Company Secretaries to undertake Mr. Bhagwan Dass Narang - Chairman
the Secretarial Audit of the Company. Secretarial Dr. Anil Kumar Gupta - Member
Audit Report in prescribed format MR-3 is annexed as Mrs. Charu Munjal - Member
Annexure – E to this Board’s Report.
The details about the policy indicating the activities to be
Explanation to Secretarial Audit Report undertaken by the Company, activities implemented by the
company and the amount spent on CSR activities as per the
The Company has initiated the process for transfer of
provisions of Companies (Corporate Social Responsibility
unclaimed shares to unclaimed suspense account and the
Policy) Rules, 2014, is annexed as Annexure – F of the
Unclaimed Suspense Account has already been opened by
Board’s Report.
the Company with one of the depository. The Company
shall transfer the unclaimed shares to the said account in Risk Management Policy
due course of time.
In order to mitigate the risks, the Company has adopted the
The Company is taking effective steps that all statutory implementation of the risk management policy focusing on
forms are filed within the prescribed time limit. the elements of risks which in the opinion of the Board may
threaten the existence of the company.
Audit Committee
The Company has constituted a risk management
The Audit Committee comprises mainly of Independent committee, the constitution and the terms of reference of
Directors and the composition is as under: the same are mentioned in the Annexure B of the Board’s
Report.
Mr. Surrinder Lal Kapur - Chairman
Disclosure on Establishment of a Vigil Mechanism
Mr. Bhagwan Dass Narang - Member
Dr. Vinayshil Gautam - Member The Company has adopted a policy on vigil mechanism
for directors and employees to report their genuine
Mr. Sunil Kant Munjal - Member
concerns or grievance to be the Vigilance and Ethics Officer.
Dr. Anil Kumar Gupta - Member The policy is available on the company’s website
The terms of reference of the Audit Committee are wide www.shivamautotech.com.
enough to cover the matters specified for the Audit Material Changes Affecting the Financial Position of the
Committee under SEBI LODR, 2015 as well as Section 177 Company
of the Companies Act, 2013; the detailed terms of reference
There are no material changes and commitments affecting
are as mentioned in the Annexure B of the Board’s Report.
the financial position of the company which have occurred
During the year, the Board has accepted all recommendation
between the end of the financial year of the company to
of Audit Committee and accordingly no disclosure is
which the financial statements relate and on the date of this
required to be made in respect of non-acceptance of the
report.
recommendation of the Audit Committee by the Board.
Your Company was able to raise the short-term/long term
Nomination and Remuneration Committee funds needed for its working capital related requirements &
Nomination and Remuneration Committee (NRC) has been term loans for new capital expenditure at reasonable rates.
constituted according to Section 178(5) of the Companies By efficient management of working capital, the Company
Act, 2013 and the composition is as under: has been able to reduce some interest cost. The Company
continues to focus on judicious management of its working
Dr. Vinayshil Gautam - Chairman capital. During the year under review, the financial position
Mr. Bhagwan Dass Narang - Member of the Company was satisfactory.
Mr. Surrinder Lal Kapur - Member Significant or Material Orders passed by the Regulators
Mr. Sunil Kant Munjal - Member No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
The detailed terms of reference are as mentioned in the
concern status and Company’s operations in future.
Annexure B of the Board’s Report.
Directors’ Responsibility Statement The Company has taken an initiative to preserve environment
by indulging in paper recycling activity. The paper recycling
Pursuant to the provisions of Section 134 (5) of the pertains to the processes of reprocessing waste paper for
Companies Act, 2013, as amended, with respect to the reuse. Recycling paper preserves trees and forests. Every
directors’ responsibility statement, it is hereby confirmed: ton of recycled paper saves about 17 trees. Recycled paper
(i) That in preparation of annual accounts for the financial serves as an environmental friendly resource for paper
year ended March 31, 2017, the applicable accounting manufacturers, saving costs and energy. The company has
standards have been followed along with proper recycled approx. 31238 kgs of waste paper till March 31,
explanation relating to the material departures; 2017 contributing in saving 536 nos. of trees.
(ii) That the directors’ of the company have selected such The Company is very keen on its responsibilities with
accounting policies and applied them consistently and respect to the clean environment. Company’s Health and
made judgements and estimates that are reasonable Safety Policy commits to provide a healthy and safe work
and prudent, so as to give a true and fair view of the environment to all employees.
state of affairs of the Company as at March 31, 2017
and of the losses of the Company for the financial year The Company regularly conducts counselling and safety
ended March 31, 2017; review meetings for the employees to appraise and educate
them on the adoption of safety measures and avoidance
(iii) That the directors’ of the company have taken proper of unsafe practices. Safe operating procedures, standards
and sufficient care for the maintenance of adequate and systems have been laid down at all manufacturing
accounting records in accordance with the provisions locations. Prompt medical assistances are provided to its
of the Companies Act, 2013, for safeguarding the employees. The Company has an internal plant dispensary
assets of the Company and for preventing and which operates round the clock and is managed by the
detecting fraud and other irregularities; and
supported medical staff who are available for addressing
(iv) That the directors’ of the company have prepared the health issues of employees.
annual accounts on a going concern basis.
Human Resource Development
(v) That the directors, in the case of a listed company, had
laid down internal financial controls to be followed by Your Directors place on record their appreciation for the
the company and that such internal financial controls significant contribution made by all employees, who
are adequate and were operating effectively. through their competence, dedication, hard work, co-
operation and support have enabled the Company to cross
(vi) That the directors had devised proper systems
new milestones on a continual basis.
to ensure compliance with the provisions of all
applicable laws and that such systems were adequate Your Company treats its “human resources” as one of its
and operating effectively. most important assets. Your Company continuously invests
in attraction, retention and development of talent on an
Managerial Remuneration
ongoing basis. The Company’s thrust is on the promotion of
The details required pursuant to Rule 5(1) of the Companies talent internally through job rotation and job enlargement.
(Appointment and Remuneration of Managerial Personnel),
Policies
Rules, 2014 are provided in Corporate Governance Report
attached as Annexure – B of the Board’s report. The SEBI LODR, 2015 mandated the formulation of
Particulars of Employees certain policies for all listed companies. All our corporate
governance policies are available on our website www.
The information required under Section 197 of the Act shivamautotech.com.
read with Rule 5(2) of Companies (Appointment and
For and on behalf of the Board For and on behalf of the Board
Sd/- Sd/-
Neeraj Munjal Dr. Anil Kumar Gupta
Place: New Delhi Managing Director Whole Time Director
Date: August 10, 2017 DIN: 00037792 DIN: 02643623
MANAGEMENT DISCUSSION & ANALYSIS REPORT The Indian Auto Component industry is expected to grow
by 8-10 per cent in FY 2017-18, based on higher localisation
Economic Scenario and Industry Structure
by Original Equipment Manufacturers (OEM), higher
The industry accounts for almost 7.1% of India’s Gross component content per vehicle, and rising exports from
Domestic Product (GDP) and employs as many as 19 India, as per ICRA Limited.
million people, both directly and indirectly. The Two
According to the Automotive Component Manufacturers
Wheelers segment with 81 per cent market share is
Association of India (ACMA), the Indian auto-components
the leader of the Indian Automobile market owing to a
industry is expected to register a turnover of US$ 100
growing middle class and a young population. The Indian
billion by 2020 backed by strong exports ranging between
auto-components industry has experienced healthy growth
US$ 80 - US$ 100 billion by 2026, from the current
over the last few years. Some of the factors attributable
US$ 11.2 billion.
to this include: a buoyant end-user market, improved
consumer sentiment and return of adequate liquidity in Government Initiatives
the financial system. Moreover, the growing interest of the
The two-wheeler industry caters to India’s need for low-cost,
companies in exploring the rural markets further aided
fuel-efficient transport. A large proportion of the country’s
the growth of the sector. A stable government framework,
population therefore continues to prefer two-wheelers for
increased purchasing power, large domestic market, and an
their daily commuting purpose. While the overall economic
ever increasing development in infrastructure have made
buoyancy will give rise to demand, the government’s focus
India a favourable destination for investment.
on roads, rapid urbanisation and improving public transport
FY 2016-17 was marked by significant economic measures infrastructure including in the rural parts of the country will
by the government. Government’s demonetisation move drive growth further.
to counter the shadow economy and promote cashless
Opportunities & Threats
economy has boosted digital payments in the country.
Concrete efforts to reduce unaccounted transactions The Company has scope to diversify into sectors other than
through various measures like demonetization and auto sector. The Company is meticulously working in this
crackdown on black money hoarders, have all ushered in a direction and the years to come would certainly unfold
move towards transparency in the business environment. concrete policy steps in this direction. This would entail
Demonetisation had a short-term impact on the overall expansion and additional capacity utilization. The company
automotive sector, as it led to a cash crunch in the market. has already taken efficient steps well in advance and has
Consequently, the two-wheeler industry recorded a decline set up two state of art facilities at Bengaluru and Rohtak to
in the post-demonetisation phase. accommodate these new area of activities and business.
The Goods and Services Tax (GST) - constitution amendment With the new business, come new CAPEX, new production
bill, passed by the government implemented from July line and huge investment. The Company has prepared
1, 2017 will have a significant impact on the taxation itself for the new challenges to come. Also, with the
structure in the country. The reform process would further technological developments related to Electric cars in
help boost India’s position in the global arena. There were future, the management is responsibly working towards
serious efforts on the readiness, bringing to reality the “one this direction. However, the electric car may be anticipated
nation one tax” (indirect) concept in practice. The indirect and in that case many traditional products will become
tax reforms are targeted to simplify tax determination and obsolete. Hence the need for diversification is inevitable
collection, reduce costs and make the Indian manufacturer and the Company is alive to this challenge.
cost competitive. Investors are expected to increasingly be Outlook
attracted to India
The new fiscal 2017-18 promises bright for the Indian
Market Size automotive sector. Lower borrowing costs due to pent up
The Indian auto-components industry can be broadly demand on the back of demonetization, a mild budgetary
classified into the organised and unorganised sectors. support to incomes to drive consumption growth in FY’18
The organised sector caters to the Original Equipment as well as a GDP growth of 7.4% are all expected to give a
Manufacturers (OEMs) and consists of high-value precision boost to demand in the automotive sector.
instruments while the unorganised sector comprises The rapidly globalising world is opening up newer avenues
low-valued products and caters mostly to the aftermarket for the transportation industry, especially while it makes
category.
For and on behalf of the Board For and on behalf of the Board
Sd/- Sd/-
Neeraj Munjal Dr. Anil Kumar Gupta
Place: New Delhi Managing Director Whole Time Director
Date: August 10, 2017 DIN: 00037792 DIN: 02643623
None of the Independent Directors and Executive Directors holds any shares (as own or on behalf of other person
on beneficial basis) in the Company.
Notes:
1. Private Limited Companies, Foreign Companies and Companies u/s 8 of the Companies Act, 2013 are
excluded for the above purposes.
2. Only Audit committee and Stakeholders’ Relationship committee are considered for the purpose of
committee positions in accordance with Regulation 26 of SEBI LODR, 2015.
Institutions
• Mutual Funds
• Banks & FI 5 38,533 0.04
6 73,583 0.07
Non-Institutions
• Bodies Corporate 473 2,154,972 2.15
• Individuals 15327 22,329,685 22.33
• NRIs 226 579,927 0.58
• Cooperative Societies 1 26,000 0.03
• NBFC 2 1350 0.00
Total Public Holding 16,040 25,204,050 25.20
Grand Total 16,041 100,000,000 100.00
As on 31/03/2017 %
No. of Shares held by NSDL 89,249,683 89.25
No. of Shares held by CDSL 7,899,717 7.90
Physical Shares 2,850,600 2.85
TOTAL 100,000,000 100.00
Compliance under SEBI LODR, 2015 pertaining to mandatory requirements and Auditors Certificate on
Corporate Governance
As required under SEBI LODR, 2015, the Auditor’s Certificate on compliance of the Corporate Governance norms is
attached.
B. NON-MANDATORY REQUIREMENTS
The Company has not adopted the non-mandatory requirements as specified in the SEBI (LODR), 2015.
Sl. No Name and description of main products/ services NIC Code of the % to total turnover of
Product/Service the Company
1. Motor Cycle Parts 29301 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Category of No of Shares held at the beginning of the year No of shares held at the end of the year % Change
Shareholders As on April 1, 2016 As on March 31, 2017 during
the year
Demat Physical Total % of Total Demat Physical Total % of total
shares shares
A. Promoters
(1) Indian
(a)Individual/HUF
(b) Central Govt
(c ) State Govt (s)
(d) Bodies Corp. 74795950 0 74795950 74.80% 74795950 0 74795950 74.80% 0.00%
(e) Banks/FI
(f ) Any Other
Sub Total (A) (1):- 74795950 0 74795950 74.80% 74795950 0 74795950 74.80% 0.00%
(2) Foreign
(a) NRIs- Individuals
(b) Other- Individuals
(c ) Bodies Corp.
(d) Banks/FI
(e) Any Other
Sub Total (A) (2):- 0 0 0 0 0 0 0 0 0
Total Shareholding of 74795950 0 74795950 74.80% 74795950 0 74795950 74.80% 0.00%
Promoter (A) = (A) (1) +
(A) (2)
B. Public Shareholding
1. Institutions
(a) Mutual Funds 2184376 3500 2187876 1.75% 35033 3500 38533 0.04% (1.71)
(b) Banks/FI 6110 48910 55020 0.05% 24673 48910 73583 0.07% 0.02
(c) Central Govt (s)
(d) State Govt (s)
(e) Venture Capital Funds
(f ) Insurance Companies
(g) FII’s
(h) Foreign Venture
Capital Funds
ii) Individual shareholders 5949723 0 5949723 5.95% 6059392 0 6059392 6.06% 0.11%
holding nominal share
capital in excess of
Rs. 2 lakh
(c ) Others (Specify)
Cooperative Societies 26000 0 26000 0.03% 26000 0 26000 0.03% -
Non Resident Individual 327290 115000 442290 0.44% 467427 112500 579927 0.58% 0.14%
NBFC’s registered with 1350 0 1350 0.00% -
RBI
Sub total (B) (2) :- 19721526 2855215 22576741 22.58% 22293744 2798190 25091934 25.09% 2.51%
Total Public 22296425 2907625 25204050 25.20% 22353450 2850600 25204050 25.20% -
Shareholding (B)= (B)
(1) + (B) (2)
C. Shares held by 0 0 0 0 0 0 0 0 0
Custodian for GDRs &
ADRs
Grand Total (A+ B+C) 97092375 2907625 100000000 100.00% 97149400 2850600 100000000 100.00%
Sl. No Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year % Change in
Name shareholding
No of Shares % of total % shares No of Shares % of total % shares during the
shares of the pledges/ shares of the pledges/ year
Company encumbered Company encumbered
to total to total
shares shares
1 Dayanand Munjal 74795950 74.80% 0 74795950 74.80% 0 0
Investments Private
Limited.
0 0.00 31/03/2017
0 0.00 31/03/2017
0 0 31/03/ 2017
0 0 31/03/2017
Sl. Name of the Directors and Date Reason Shareholding at Cumulative Shareholding during the % of total
No. Key Managerial Personnel the beginning of year shares of the
the year Company
Shareholding Cumulative
Shareholding during
the year
Increase /
Name No of Shares at % of total Date Reason Decrease in % of total
the Beginning shares Shareholding shares of the
(01-04-16) / of the Shares Company
end of the Year Company
(31-03-17)
Mr. Davendra 10 0.00 01/04/2016 0.00%
- - -
Ujlayan
10 0.00 31/03/2017 - - - 0.00%
Commission - - - - -
Sr. Category Brief details including the work done with location Date Amount
No. (In INR)
1. For Rural Road construction work done at Village Binola 30-06-16 512,889.77
Development
2. Promoting Contributed amount for purchase of Fans, tubelights 18-07-16 78,783.00
Education and other electric items for Poornanad School
3 Promoting Contributed amount to Diya Foundation for differently 19-07-16 36,000.00
Education abled children
4 Promoting Contributed amount to Disha Foundation for 26-07-16 500,000.00
Education differently abled children
5 Promoting Contributed amount to Children's Hope for differently 26-07-16 300,000.00
Education abled children
6 Promoting Electrical repair work done in Poornanad School for 26-07-16 21,445.00
Education development
7 Promoting Contributed amount for purchase of furniture, 30-07-16 537,938.00
Education electrical fiitings and toys for school
8 Promoting Contributed amount for education and development 19-08-16 23,210.00
Education
9 Promoting Contributed amount for wooden work done at 31-08-16 77,519.00
Education Rishikesh School
10 Promoting Doors and windows painted at Poornanad School 05-09-16 48,620.00
Education
11 Promoting Furniture painted at Poornanad School in interest of 19-10-16 16,737.00
Education promoting education
Directors, Chief Executive Officer, Chief Financial Officer andCompany Secretary % increase/
decrease
Mr. Neeraj Munjal 29.33%
Mrs. Charu Munjal 27.34%
Dr. Anil Kumar Gupta 9.20%
Mr. Davendra Ujlayan 7.96%
Ms. Shivani Kakkar 19.44%
c. The percentage increase in the median remuneration of employees in the financial year: 12.08%
d. The number of permanent employees on the rolls of Company: 866
e. Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:
The average annual increase was around 8%-20%. However, during the course of the year, the total increase is
approximately 12%, after accounting for promotions and other event based compensation revisions.
There was increase in the managerial remuneration for the year i.e. 20.95%.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees.
II. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as mentioned
below:
S. Name Designation Nature of Remuneration Qualification Age Date of Previous Shareholding
No employment & Experience Commencement
of Employment
(Rs. in Lacs) (Yrs) (Yrs) Employment
&
Designation
1 Mr. Neeraj Managing Director 163.71 B.Com & DIBM 50 01.04.2006 Munjal Auto Nil
Munjal Director Industries
Ltd.
28 years Executive
Director
Notes:
1. Remuneration includes Basic Salary, Commission, other allowances and taxable value of perquisites and
Company’s contribution to provident fund.
2. The abovementioned appointment is on contractual basis.
2 Mr. Davendra Ujlayan VP - Finance 5,904,729 Permanent CA & CS 28 12-03-07 54 Boysen India NIL NO
Ltd
3 Dr. Anil Kumar Gupta Director - 5,262,000 Permanent Doctorate in 45 28-04-09 66 Materials NIL NO
Technical Engineering Research
Society of India
4 Mr. Rajesh Kumar DGM - 3,562,584 Permanent Diploma 31 02-04-07 50 Raunaq NIL NO
Srivastava Manufacturing Electrical Automotive
& Maintenance Engineering, Component Ltd.
MBA
5 Mr. Suresh Kumar GM- Business 3,547,716 Permanent B.E. -Mechanical 23 25-08-10 44 Sata Vikash NIL NO
Development & Diploma India Pvt. Ltd.
6 Mr. Nitin Pawar DGM - 3,302,376 Permanent B.E. - Produciton 22 10-05-13 43 RBS NIL NO
Operation Transmissions(I)
Ltd.
7 Mr. Sanjeev Goel DGM- PE 3,002,400 Permanent B.Tech - 31 01-03-00 48 Amtek Auto Ltd. NIL NO
Mechanical &
Diploma
8 Mr. Vivek Sharma DGM- 2,863,593 Permanent B.E. - 20 01-03-13 44 Punji loyd NIL NO
Operations Mechanical Limited.
9 Mr. Manoj Kumar Agarwal DGM- 2,764,311 Permanent B.Tech - 29 15-12-99 50 Benda Amtek NIL NO
Operations Mechanical & Ltd.
Diploma
10 Mr. Subash Singh Negi AGM- 2,470,701 Permanent Diploma & PG 24 01-04-14 47 Somic ZF NIL NO
Maintenance Diploma Components
Ltd.
I, Neeraj Munjal, Managing Director of the Company hereby certify that the Board of Directors and the Senior Management
Personnel have affirmed compliance with the Code of Conduct of the Company for the Financial Year 2016-17.
Sd/-
(NEERAJ MUNJAL)
MANAGING DIRECTOR
DIN: 00037792
Place: New Delhi
Date: August 10, 2017
To,
The Members of
SHIVAM AUTOTECH LIMITED
We have examined the compliance of conditions of Corporate Governance by Shivam Autotech Limited (‘the Company’)
for the financial year ended 31st March 2017, as per the relevant provisions of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). The compliance of conditions
of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedures and
implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.
It is neither an audit nor an expression of opinion on the financial statement of the company.
In our opinion and to the best of our information and according to our examination of the relevant records and the
explanations given to us and the representations made by the Officers and the management, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Regulations, as
applicable except that the Company is yet to complete the process for transfer of unclaimed shares to Unclaimed Suspense
Account as per requirements of Regulation 39(4) read with Schedule VI of Listing Regulations.
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.
Sd/-
SUNIL WAHAL
Place: New Delhi Partner
Date: 30 May 2017 Membership No. 087294
S. Name of the Statute Nature of Dues Amount Period to which Forum where the dispute
No (Rs. Lacs) the amount is pending
relates
1. Income Tax Act, 1961 Demand raised 6.45 A.Y 2008-09 Commissioner of Income
on assessment Tax (Appeals), New Delhi
viii. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company
has not defaulted in repayment of dues to financial institution and bank. The company does not have any outstanding
debentures.
ix. In our opinion, and according to the information and explanations given to us during the course of audit, the Company
has not raised any money way of initial public offer / further public offer. Further term loans taken during the year were
applied for the purpose for which loan were obtained.
x. In our opinion, and according to the information and explanations given to us, we report that no fraud by the company
or on the company by the officers and employees of the Company has been noticed or reported during the year.
Sd/-
SUNIL WAHAL
Place: New Delhi Partner
Date: 30 May, 2017 Membership No. 087294
Sd/-
SUNIL WAHAL
Place: New Delhi Partner
Date: 30 May, 2017 Membership No. 087294
Note As at As at
31 March 2017 31 March 2016
Rs. Lacs Rs. Lacs
Equity and Liabilities
Shareholders' funds
Share capital 3 2,000.00 2,000.00
Reserves and surplus 4 17,163.62 17,546.49
Total shareholders' fund 19,163.62 19,546.49
Non - current liabilities
Long-term borrowings 5 21,751.28 17,052.98
Deferred tax liabilities 6 222.22 1,188.99
Long - term provisions 7 335.73 401.00
Total non - current liabilities 22,309.23 18,642.97
Current liabilities
Short term borrowings 8 14,593.42 10,494.95
Trade payables 9
Total outstanding dues of micro enterprise and small - -
enterprises
Total outstanding dues of creditors other than micro 6,009.27 4,556.28
enterprise and small enterprises
Other current liabilities 10 5,989.68 4,297.18
Short - term provisions 7 12.54 508.51
Total current liabilities 26,604.91 19,856.92
Total 68,077.76 58,046.38
Assets
Non - current assets
Fixed assets
Tangible assets 11 34,816.48 24,541.59
Intangible assets 11 161.79 99.39
Capital work-in-progress 8,143.26 10,089.74
Long term loans and advances 12 3,302.22 5,429.77
Total non - current assets 46,423.75 40,160.49
Current assets
Inventories 13 9,953.97 9,116.04
Trade receivables 14 6,660.48 4,715.36
Cash and cash equivalents 15 465.46 321.64
Short - term loans and advances 12 4,345.42 3,703.58
Other current assets 16 228.68 29.27
Total current assets 21,654.01 17,885.89
Total 68,077.76 58,046.38
Significant accounting policies 2
The accompanying notes form an integral part of these financial statement
As per report of even date
For S.S. KOTHARI MEHTA & CO. For & on behalf of the Board of Directors
Chartered Accountants
ICAI Firm Registration No.000756N
Sd/- Sd/- Sd/-
Sunil Wahal Neeraj Munjal Anil Kumar Gupta
Partner Managing Director Director
Membership No. : 087294 DIN : 00037792 DIN : 02643623
Sd/- Sd/-
Davendra Ujlayan Shivani Kakkar
Place : New Delhi VP- Finance Company Secretary
Dated : 30th May 2017 PAN: AAFPU2249C M No 25097
Sd/- Sd/-
Davendra Ujlayan Shivani Kakkar
Place : New Delhi VP- Finance Company Secretary
Dated : 30th May 2017 PAN: AAFPU2249C M No 25097
Components of cash and cash equivalents as at March 31, 2017 March 31, 2016
Rs. Lacs Rs. Lacs
Cash and cash equivalents:
Cash and cash equivalents 295.11 82.49
Other bank balances 170.35 239.15
Cash & bank balances 465.46 321.64
Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance
sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the
taxes on income levied by same governing taxation laws. Deferred tax assets are recognized only to the extent that
there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax
assets can be realised. In situations where the Company has unabsorbed depreciation or carry forward tax losses,
all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they
can be realised against future taxable profits.
At each balance sheet date the Company re-assesses unrecognized deferred tax assets. It recognises unrecognized
deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that
sufficient future taxable income will be available against which such deferred tax assets can be realised.
MAT credit is recognized as an asset only when and to the extent there is convincing evidence that the Company
will pay normal income tax during the specified period. In the year in which the Minimum Alternative tax (MAT)
credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in
Guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit
to the statement of profit and loss and shown as MAT Credit Entitlement. The Company reviews the same at each
balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer
convincing evidence to the effect that Company will pay normal Income Tax during the specified period.
XVI. Earnings per share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period. Partly paid equity
shares are treated as a fraction of an equity share to the extent that they were entitled to participate in dividends
relative to a fully paid equity share during the reporting period. The weighted average number of equity shares
outstanding during the period is adjusted for events of bonus issue, bonus element in a rights issue to existing
shareholders, share split, and reverse share split (consolidation of shares).
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the
effects of all dilutive potential equity shares.
XVII. Provisions, contingent liabilities and contingent assets
A provision is recognized when an enterprise has a present obligation as a result of past event and it is probable
that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can
be made. Provisions are not discounted to its present value and are determined based on best estimate required
to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to
reflect the current best estimates.
Contingent liabilities are shown by way of notes to accounts in respect of obligations where based on the evidence
available, their existence at the balance sheet date is considered not probable.
Contingent assets are not recognized in the accounts nor disclosed.
XVIII. Leases
Where the Company is the lessee
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item,
are classified as operating leases. Operating lease payments are recognized as an expense in the statement of
profit and loss on a straight-line basis over the lease term.
Where the Company is the lessor
Assets subject to operating leases are included in fixed assets. Lease income is recognized in the statement of profit
and loss on a straight-line basis over the lease term. Costs, including depreciation are recognized as an expense
in the statement of profit and loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognized
immediately in the statement of profit and loss.
XIX. Cash and cash equivalents
Cash and cash equivalents consist of cash, bank balances in current account and short-term highly liquid investments
that are readily convertible to cash with original maturities of three months or less at the time of purchase.
3 Share capital
As at As at
31 March 2017 31 March 2016
Number Number
Equity shares outstanding at the beginning of the year 100,000,000 50,000,000
Add: issued during the year - 50,000,000
Equity shares outstanding at the close of the year 100,000,000 100,000,000
Rights, restrictions and preferences attached to each class of Shares
The Company has only one class of equity shares having par value of Rs. 2 /- per share. Each shareholder of equity
shares is entitled to one vote per share. The Company declares dividends in Indian Rupees. The dividend proposed by
the board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting.
Amount of per share dividend recognized as distributions to equity shareholders is Nil due to loss during the year
(previous year Rs. 0.40).
During the last five years,the company has not bought back any shares.
In the Previous year, the Company has issued 5,00,00,000 fully paid up shares of face value of Rs 2/- each, pursuant to
bonus issue approved by the Shareholders through Postal ballot .
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of
the company after distribution of the preferential amount, if any. The distribution will be in proportion to the number
of equity shares held by the shareholders.
Details of shareholders holding more than 5% shares in the Company
As at As at
31 March 2017 31 March 2016
Rs. Lacs Rs. Lacs
General reserve
Opening balance 5,068.62 4,768.62
Add: Transferred from statement of profit & loss - 300.00
Closing balance 5,068.62 5,068.62
Less: Appropriations
Transfer to general reserve - 300.00
Proposed dividend on equity shares - 400.00
Dividend distribution tax - 81.43
Closing balance 11,463.42 11,846.29
(viii) Term Loan availed from IDFC Bank Ltd having outstanding balance of Rs. 4,935.93 lacs (previous year Rs 2,648.52
lacs) is having first pari passu on entire fixed assets of Rohtak & Bengaluru Plant, respectivly with other lenders.
(ix) Term Loan availed from Yes Bank Ltd having outstanding balance of Rs. 3,200.00 lacs (previous year Rs Nil) is
having first pari passu on specific fixed assets of all plants respectivly with other lenders.
(x) The interest rate for the above Term Loan varies from 9.68% to 12.00 % (previous year 11.00% to 12.50 %).
* The Interest rate of Hero FinCorp Limited unsecured Term Loan varies from 12.50% to 13.00% ( previous years 13.00%
to 13.50%).
Terms of Repayment
Binola Plant Yearly repayment schedule
O/S as on 2021-22 &
31 March 2017 2017-18 2018-19 2019-20 2020-21 Above
Banks Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs
IDBI bank limited 264.42 264.42 - - - -
Hero fincorp limited* 4,406.04 1,111.48 1,559.53 1,348.62 386.41 -
Karnataka bank limited 496.72 250.00 246.72 - - -
Total 5,167.17 1,625.89 1,806.25 1,348.62 386.41 -
As at Charge/(Credit As at
31 March 2017 during the 31 March 2016
Rs. Lacs year) Rs. Lacs
Rs. Lacs
A. Deferred tax liabilities
Difference between WDV as per books of accounts & as 2,072.32 758.78 1,313.54
per Income Tax Act, 1961
Other provisions
Proposed dividend (including dividend - - 481.43 -
distribution tax)
As at As at
31 March 2017 31 March 2016
Rs. Lacs Rs. Lacs
From banks on cash credit (secured) 14,593.42 10,494.95
(iiI) Cash credit from Punjab National Bank having outstanding balance of Rs. Nil (previous year Rs. 1976.58 lacs) and
IDBI Bank Ltd. having an outstanding balance of Rs. 700.00 Lacs (previous year Rs.1029.45 lacs) is secured by first
pari passu charge on the current assets of Haridwar Plant along with the other working capital bankers.
(iv) Cash credit from Kotak Mahindra Bank Limited having outstanding balance Rs 2200.00 lacs (previous year
Rs. 180.67 lacs) is secured by first pari passu charges on the current asset of binola plant along with the other
working capital bankers.
(v) Cash credit from ICICI Bank Limited having outstanding balance or Rs 947.95 lacs (previous year Rs. 839.33 lacs)
is un-secured working capital.
(vi) Cash credit from HDFC Bank Limited having outstanding balance or Rs 3376.63 lacs (previous year Rs. 2520.01) is
secured by first pari passu charges on the current asset of Binola & Haridwar plant along with the other working
capital bankers.
(vii) Cash credit from IDFC Bank Limited having outstanding balance or Rs 2158.31 lacs (previous year Rs. 2436.91) is
secured by first pari passu charges on the current asset of Haridwar plant along with the other working capital
bankers.
(viii) Cash credit from Yes Bank Limited having outstanding balance of Rs 3869.87 lacs (previous year Rs. Nil lacs) is
secured by exclusive charges on all the current assets of Bengaluru plant and first pari pasu charge on all the
current assets of Binola plant of the Borrower (Present & future) .
(ix) The interest rate for the above cash credit varies from 9.25% to 11.90% (previous year 9.45% to 11.90%).
9 Trade payables
As at As at
31 March 2017 31 March 2016
Rs. Lacs Rs. Lacs
Trade payables* 6,009.27 4,556.28
As at As at
31 March 2017 31 March 2016
Rs. Lacs Rs. Lacs
Current maturities of long-term borrowings (Refer Note 5) 3,698.55 2,965.41
Capital Creditors 979.51 297.70
Unpaid dividend* 43.48 39.37
Interest accrued but not due on borrowings 149.32 99.07
Other payables
Withholding & other taxes 191.26 188.03
Security deposits 25.85 15.79
Retention money 119.87 60.75
Accrued salary & benefits 419.35 371.07
Expenses 349.32 243.60
Others 13.17 16.39
Total 5,989.68 4,297.18
*This amount does not include amount to be credited to Investor Education and Protection Fund.
As at As at
March 31, 2017 31 March 2016
Rs. Lacs Rs. Lacs
Raw materials 1,134.19 1,513.97
Work - in - process 2,400.16 2,448.13
Finished goods 130.67 139.85
Stores & spares 6,268.45 4,997.33
As at As at
31 March 2017 31 March 2016
Rs. Lacs Rs. Lacs
Outstanding for a period exceeding six months from the due date
Considered good 355.71 406.99
Considered doubtful - -
Outstanding for a period less than six months from the due date
Considered good 6,304.77 4,308.37
As at As at
31 March 2017 31 March 2016
Rs. Lacs Rs. Lacs
Cash and bank balances
Bank balances in current account 285.75 69.02
Cash in hand 9.36 13.47
295.11 82.49
Other bank balances
Fixed deposit less than 12 month maturity 126.87 199.78
Earmarked for unpaid dividend 43.48 39.37
170.35 239.15
As at As at
31 March 2017 31 March 2016
Rs. Lacs Rs. Lacs
Unbilled revenue 228.68 29.27
Total 228.68 29.27
17 Revenue from operations
22 Finance cost
24 Other expenses
Payment to Auditor
As Auditor
Audit fee 9.08 8.25
Limited review 1.54 1.40
Reimbursement of expenses 2.84 1.76
13.46 11.41
Description As at As at
31 March 2017 31 March 2016
Rs. Lacs Rs. Lacs
a) Letter of credit opened by banks 1543.45 2228.44
b) Disputed excise duty and other demands - 8.95
c) Income tax demands where the cases are pending at various stages of 6.45 6.45
appeal with the authorities
Based on legal opinion taken by the Company, discussions with the solicitors etc, the Company believes that
there is a fair chance of decisions in favour of the Company in respect of the items listed above and hence no
provision is considered necessary against the same.
II Commitments
Estimated amount of contracts remaining to be executed on capital 1,677.69 4,971.38
account and not provided for (net of advances)
III Other Commitments - -
27. There are no present obligations requiring provision in accordance with the guiding principles as enunciated in
Accounting Standard AS 29-”Provisions, Contingent Liabilities and Contingent Assets “ as it is not probable that an
outflow of resources embodying economic benefits will be required.
28. In the opinion of Board, current assets, loans and advances have a value on realisation in the ordinary course of
business at least equal to the amount at which they stated and provision for all known liabilities has been made and
considered adequate.
29. Expenditure on insurance includes Rs. 6.31 Lacs (Previous Year Rs. 6.31 lacs) being the premium paid under Keyman
Insurance Schemes to cover risks on life of Key Management personnel. Benefits to the Company under the said
scheme depend on various factors including resignation/survival of the said personnel or premature surrender of the
policy. Such benefits will be accounted in the year in which they become due.
30. Employee Benefits in accordance with Accounting Standard (AS-15)
A. The Company has classified the various benefits provided to employees as under:-
(i) Defined contribution plans
a. Provident fund
As at As at As at As at
2016-17 2016-17 2015-16 2015-16
Gratuity Leave Gratuity Leave
(funded) encashment (funded) encashment
(unfunded) (unfunded)
Rs. lacs Rs. lacs Rs. lacs Rs. lacs
- Present value of obligations as at 523.12 281.65 404.18 225.64
01.04.2016
- Interest cost 41.82 22.52 31.32 17.49
-Past service cost - - - -
- Current service cost 62.17 27.10 62.46 44.59
- Benefits paid (17.14) (28.70) (10.86) (46.25)
- Actuarial loss on obligations 28.94 (107.76) 36.01 40.18
Present value of obligations as at 31.03.2017 638.91 194.82 523.11 281.65
b) Changes in fair value of plan asset
As at As at As at As at
2016-17 2016-17 2015-16 2015-16
Gratuity Leave Gratuity Leave
(funded) encashment (funded) encashment
(unfunded) (unfunded)
Rs. lacs Rs. lacs Rs. lacs Rs. lacs
- Fair value of plan assets at the 376.69 - 325.91 -
beginning of the year
- Acquisition adjustment - - - -
- Expected return on plan assets 31.43 - 29.33 -
- Contributions 92.05 - 33.13 -
- Benefits paid (17.14) - (10.86) -
- Actuarial gain/(loss) on plan assets 2.43 - (0.83) -
Fair value of plan assets at the end of the 485.46 - 376.68 -
year
As at As at As at As at
2016-17 2016-17 2015-16 2015-16
Gratuity Leave Gratuity Leave
(funded) Encashment (funded) encashment
(unfunded) (unfunded)
Rs. lacs Rs. lacs Rs. lacs Rs. lacs
- Present value of obligations at 638.91 194.82 523.12 281.65
the end of the year
- Fair value of plan assets as at the 485.46 - 376.69 -
end of the year
- Funded status / difference (153.45) - (146.43) -
- Excess of actual over estimated 2.43 - (0.83) -
- Unrecognized actuarial (gain)/ - - - -
loss
- Net assets/ (liabilities) recognized (153.45) (194.82) (146.43) (281.65)
in balance Sheet
d) Expenses recognized in statement of profit and loss
As at As at As at As at
2016-17 2016-17 2015-16 2015-16
Gratuity Leave Gratuity Leave
(funded) Encashment (funded) encashment
(unfunded) (unfunded)
Rs. lacs Rs. lacs Rs. lacs Rs. lacs
- Current service cost 62.17 27.10 62.46 44.59
- Past service cost - - - -
- Interest cost 41.82 22.52 31.32 17.49
- Expected return on plan assets (31.43) - (29.33) -
- Net actuarial (gain)/loss 26.51 (107.76) 36.84 40.18
recognized during the year
Total expenses 99.07 58.14 101.29 102.26
e) Amounts for the current and previous five periods in respect of gratuity are as follows:
The Principal assumption use in determining gratuity for the company’s plans are shown below :
2016-17 2015-16
Discount rate 7.50% 8.00%
Expected rate of return on assets 7.50% 8.35%
Expected rate of future salary increase 6.00% 6.00%
Retirement age 58 years 58 years
d) The following transactions were carried out with the related parties in the ordinary course of business:
Nature of Transaction Key management Enterprises Total
personnel over which key
management
personnel and their
relatives are able to
exercise significant
influence
For the year ended For the year ended For the year ended
2016-17 2015-16 2016-17 2015-16 2016-17 2015-16
Rs. lacs Rs. lacs Rs. lacs Rs. lacs Rs. lacs Rs. lacs
Sale of goods and services
Munjal Showa Limited - - 1277.04 1334.10 1277.04 1334.10
Pushti Metal Industries LLP - - - 6.18 - 6.18
33. The Company had incurred some expenditure related to acquisition/construction of fixed assets and classified under
Capital work in progress. Details of the expenses capitalized and carried forward as capital work in progress are given
below:
As at As at
Particulars 2016-17 2015-16
Rs. Lacs Rs. Lacs
As at As at
Particulars 31 March 2017 31 March 2016
Rs. lacs Rs. lacs
Not later than one year 155.32 148.36
Later than one year and not later than five years 395.64 473.78
Later than five years 40.32 117.49
591.27 739.63
35. Details of dues to Micro, Small and Medium Enterprises as per MSMED Act, 2006 to the extent of information available
with the company:
(Rs. lacs)
Particulars 2016-17 2015-16
The principal amount and the interest due thereon remaining unpaid to any - -
supplier as at the end of each accounting year
The amount of interest paid by the buyer in terms of section 16, of the Micro - -
Small and Medium Enterprise Development Act, 2006 along with the amounts
of the payment made to the supplier beyond the appointed day during each
accounting year
The amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under Micro Small and Medium
Enterprise Development Act, 2006.
The amount of interest accrued and remaining unpaid at the end of each - -
accounting year; and
The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are actually
paid to the small enterprise for the purpose of disallowance as a deductible
expenditure under section 23 of the Micro Small and Medium Enterprise
Development Act, 2006
Total - -
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the
basis of information collected by the management. This has been relied upon by the auditors.
36. Foreign currency exposures
a) The amount of foreign currency exposures that are not hedged by a derivative instrument or otherwise are as
under:-
2016-17 2015-16
37. Particulars in respect of opening and closing stock of finished goods produced:
39. Value of Imported and Indigenous raw materials and stores consumed and percentage thereof
43. In the opinion of the management there is no reduction in the value of any asset, hence no provision is required in
terms of Accounting Standard 28 “Impairment of Asset”.
44. During the year, the company has incurred an amount of Rs. 37.63 lacs (previous years Rs. 11.59 lacs) towards Corporate
Social Responsibility expenditure.
Sd/- Sd/-
Davendra Ujlayan Shivani Kakkar
Place : New Delhi VP- Finance Company Secretary
Dated : 30th May 2017 PAN: AAFPU2249C M No 25097
Registered Address:
Email Id:
DP ID:
I/We, being the member (s) of …………. shares of the above named company, hereby appoint
1 Name: ……………………
Address:
E-mail Id:
2 Name: ……………………
Address:
E-mail Id:
3 Name: ……………………
Address:
E-mail Id:
Signature:…………….
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 12th Annual General Meeting of the
company, to be held on Friday, the 29th day of September, 2017 at 11:30 a.m. at Tivoli Garden Resort, Near Chattarpur
Mandir, Chattarpur Road, New Delhi-110074 and at any adjournment thereof in respect of such resolutions as are indicated
below:
Affix
Revenue
Stamp
Signature of shareholder
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of
the Company, not less than 48 hours before the commencement of the Meeting.
DP Id.: ______________________________________________________________________________________________
I certify that I am a member / proxy / Representative for the member of the Company.
I/We hereby record my/our presence at the 12th Annual General Meeting of the Company being held at The Tivoli Garden
Resort, Near Chattarpur Mandir, Chattarpur Road, New Delhi – 110074 on Friday, the 29th day of September, 2017 at
11.30 A.M.
____________________________ __________________________________
Name of the Member(s) /Proxy / Signature of the Member(s) /Proxy /
Representative Representative
Notes:
1. A member / proxy attending the meeting must complete this Attendance Slip and hand it over at the entrance of
meeting hall.
2. A member intending to appoint a proxy, should complete the Proxy Form attached herewith and deposit it at the
Company’s Registered Office not later than 48 hours before the commencement of the meeting.
98 ANNUAL REPORT 2016-17