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Shivam Autotech Ltd
Industry :  Auto Ancillaries
BSE Code
ISIN Demat
Book Value()
NSE Symbol
Mar.Cap( Cr.)
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As on: Apr 19, 2024 08:06 AM

Dear Members,

Your Directors are pleased to present before you, the 18th 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, 2023.

Financial Highlights

The Company's financial performance, for the year ended March 31, 2023 is summarized below:

Rupees (in Lacs)

For the year ended

March 31,2023 March 31, 2022
Gross Sales & Other Income 47,322.62 47,338.14
Earnings before Depreciation and Interest 5,229.98 7,544.42
Depreciation 3,523.45 4,089.10
Interest 4,989.96 5,061.36
Profit/(Loss) before Taxation (3,283.44) (1,606.06)
Provision for Taxation (Deferred & Current) 188.30 -
Profit/(Loss) after Taxation (3,471.74) (1,606.06)

State of Company's Affairs and Future Outlook

During the financial year 2022-23, revenue from operations was Rs. 47,322.62/- lacs as compared to Rs. 47,338.14/- lacs in 2021-22, registering a decrease in 0.03%.

The Company remains optimistic about growth in the next financial year, as a credible recovery in the Indian economy and a positive momentum towards personal mobility is likely to further strengthen the demand for two-wheelers. The wide range of best-in-class products and consistent alignment of new technologies and services will also ensure Company's strong growth impetus.

Further, the Company is constantly working on new business models and aims to go beyond the automotive sector.

Business Overview

Company's efforts to utilize its manufacturing facilities optimally have continued during the year. Aside from Hero Motocorp which continues to be the major customer of the Company, newly developed customers such as Hilti, Mando, Maruti, Denso and Others, their business has gained further

traction during the year. Outlook for the coming year looks positive with further consolidation of Company's Business based on such wider pool of Customers.

By expanding the customer base company is de-risking the dependence on single customer. Four different plants in various parts of the country will enable company to cater its customer globally.

Transfer to General Reserve

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


Considering the state of economy and industry, the Board of Directors have not recommended any dividend for the financial year 2022-23.

Holding Company

The promoters of the Company i.e. Dayanand Munjal Investments Private Limited (DMIPL) hold 9,14,17,272 equity shares of Rs. 2/- each which represents 74.80% of the paid up equity capital of the Company.

Your company continues to be a subsidiary company of DMIPL.

Subsidiary Companies, Joint Ventures or Associate Companies

The Company neither has any subsidiaries, joint ventures or associate companies nor any company have become or ceased to be its subsidiaries, joint ventures or associate companies during the year under review.

Management Discussion and Analysis report

A detailed discussion on the business performance and future outlook forms part of Management Discussion and Analysis Report, which is separately attached as Annexure A to this Board's Report.

Board of Directors

a) Meeting of Board of Directors

A calendar of Meetings is prepared and circulated in advance to the Directors. During the Financial Year 2022-23, 5 meetings of the Board of Directors of the Company were held on 30th May, 2022, 10th August, 2022, 22nd October, 2022, 13th February, 2023 and 27th March,2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 read with MCA General Circular No. 11/2020 dated March 24, 2020 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations") read with SEBI Circular SEBI/HO/CFD/CMD1/ CIR/P/2020/3 dated March 19, 2020 & SEBI/HO/CFD/ CMD1/CIR/P/2020/110 dated June 26, 2020. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual Report.

b) Appointment/re-appointment of Directors

Mrs. Charu Munjal, (DIN: 03094545) whole Time Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. A resolution seeking shareholders' approval for her re-appointment forms part of the Notice.

The notice convening the meeting sets out the details of his re-appointment.

c) Changes in Directors and Key Managerial Personnel

During the year under review and between the end of the Financial Year and date of this report, the following are the changes in Directors and Key Managerial Personnel of the Company:

i. During the year under review, pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, Mr. Rakesh Gupta (PAN AFYPG0718E) Chief Financial Officer of the Company has resigned with immediate effect from October 31,2022. The Board placed on record its appreciation for his invaluable contribution, guidance & support during his tenure with the Company. Further, based on the recommendation of Nomination and Remuneration Committee, Mr. Devendra Kumar Goyal (PAN AGNPG1981F), has been appointed as the Chief Financial Officer of the Company by the Board of Directors with effect from February 13,2023.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority as required under the Circular dated 20th June, 2018 issued by The BSE Limited and The National Stock Exchange of India Limited.

However, Mr. Bhagwan Das Narang and Ms. Jyothi Prasad (Independent Directors of the Company) ceased to be the Directors of the Company SEBI vide order No. WTM/SM/MIRSD/MIRSD- SEC-4/26042/2023-24 dated April28,2023

Brief resume and other details of directors who is proposed to be appointed/re-appointed as a Director of your Company, have been furnished as part of the Notice of the ensuing Annual General Meeting.

The appointment/re-appointments form part of the Notice of the Eighteenth Annual General Meeting and the relevant resolutions are recommended for your approval.

Key Managerial Personnel

Mr. Neeraj Munjal (DIN: 00037792), Managing Director & CEO, Mr. Devendra Kumar Goyal, Chief Financial Officer, and Ms. Preeti Sharma, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2023.

d) Committees of the Board

The Company has several Committees which have been established in compliance with the requirement of the relevant provisions of applicable laws and statutes. As on March 31, 2023, the Board has three committees: The Audit Committee, Nomination and Remuneration Committee and Stakeholders'Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report, which forms integral part of the Board's Report.

e) Declaration by Independent Director

The Company has received necessary declaration from all Independent Directors under Section 149 (7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations that they meet the criteria of Independence laid down in Section 149(6) of Companies Act, 2013 and Regulation 16(1) (b) of SEBI Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management.

f) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under the SEBI Listing Regulations, the Board is required to carry out an Annual Performance Evaluation of its own, Board's committees and Individual Directors on the criteria as recommended by the Nomination and Remuneration Committee of the Company.

The performance of the Board as a whole, it's Committee(s) and Individual Directors including the Chairman of the Board, was evaluated by a questionnaire formulated by the Company.

The questionnaire was formulated based on the following criteria:

• The Board composition and structure,

• Effectiveness of board processes,

• Information and functioning, Knowledge & Skill

• Personal Attributes,

• The composition of committees,

• Effectiveness of committee meetings,

• The contribution of the individual director to the Board and committee meetings

• Preparedness of Directors on the issues to be discussed,

• Meaningful and constructive contribution of Directors and their inputs in meetings

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board as a whole was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of the Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated. The performance evaluation was found satisfactory.

g) Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Companies Act 2013 and SEBI Listing Regulations, a separate meeting of Independent Directors was held on February 13, 2023. In a separate meeting of Independent Directors, performance of NonIndependent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

h) Policy on Directors' remuneration and other details

The Company's policy on Directors' remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Board's report.

Statutory Auditors and Auditor's Report

Pursuant to Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in 12th Annual General Meeting ("AGM") approved the appointment of M/s NSBP & Co., Chartered Accountants, New Delhi (Firm Registration no. 001075N) as the Statutory Auditors of the Company for the period of 5 years, whose term of office was come to end after conclusion of ensuing 17th Annual General Meeting (AGM) of the Company. The Shareholder of the Company in its meeting held on 28th September, 2022, approved the re-appointment of M/s NSBP & Co., Chartered Accountants, New Delhi (Firm Registration no. 001075N) as the Statutory Auditor of the Company for a second term of 5 consecutive years and who shall hold office upto the conclusion of the 21st AGM of the Company to be held in the financial year 2027-28.

Explanation to Auditors' Remarks

The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation. The Auditors' Report does not contain any qualification, reservation or adverse remark. Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

Share Capital

During the year under review, the Issued, Subscribed and Paid-up Equity Share Capital as on March 31, 2023 was 12,22,22,222 Equity shares of Rs.2/- each amounting to Rs.24,44,44,444 Crores.

During the year under review, there was no change in the authorised, subscribed and paid-up share capital of the Company from the last financial year. However, the Company has increased its Authorised Share Capital from Rs. 25,00,00,000/- (Rupees Twenty-Five Crores) divided into 125000000 equity shares of Rs.2/- (Rupees Two) each to Rs.30,00,00,000/- (Rupees Thirty Crores only) divided into 150000000 equity shares of Rs.2/- (Rupees Two) each ranking pari-passu with the existing equity shares in the Company with the approval of shareholders through postal ballot dated August 09, 2023.

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity shares. The Company has not issued or repaid any Debentures, Preference Shares, Bonds and Security during the financial year. None of the Directors of the Company hold any shares or security of the Company


During the year, the Company has not accepted any fixed deposit.


Cash and cash equivalent as at March 31, 2023 was 5,792.45 lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Transfer to Investor Education and Protection Fund

During the Financial Year under review, your Company has transferred unpaid/ unclaimed dividend, amounting to Rs.9,11,167 for financial Year 2014-15 to the Investor Education and Protection Fund (IEPF) of the Central Government of India.

Secretarial Auditor and Secretarial Audit & Compliance Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Satyender Kumar & Associates, a proprietorship firm of Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-23. Secretarial Audit Report in prescribed format MR-3 are annexed as Annexure - D to this Board's Report.

Further, pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Company has obtained Secretarial Compliance Report from Practising Company Secretary on compliance of all applicable SEBI (Listing Obligations and Disclosure requirements), Regulations 2015 and circulars/guidelines issued thereunder and the copy of the same has been submitted with the Stock exchanges within the prescribed due date.

Explanation to Secretarial Audit Report

The Management response to the qualification, reservation or adverse remarks in Secretarial Audit Report are as below:

S. No. Qualification or Adverse Remark Management Response
1. The Board of Directors of the Company vide resolution dated 22.9.2021 had approved a limit of short term loan of Rs. 28 crores, that may be borrowed from Dayanand Munjal Investment Private Limited, its holding Company and terms of repayment were revised from time to time. Subsequently, the Board in its meeting held on 13.2.2023 had noted the loan transaction for an amount of Rs. 36 Crores with its holding Company during the Financial Year 2022-23 whereas the amount of loan as on 13.2.2023 was Rs. 68.88 Crores which was in excess of limits approved by the Board Resolution dated 22.9.2021. Further the Board vide resolution dated 13.2.2023 approved the additional loan limit of Rs. 36 crores during the remaining period of Financial Year 2022-23 with its holding Company and Form MGT 14 in this regard was filed on 12.8.2023 with additional fees. The Company has taken shareholder's approval under Section 180 (1)(a) and 180(1)(c) vide Postal Ballot dated February 11, 2017 of Rs. 500 Crores for obtaining loan and borrowings. Furthermore, its Holding Company recording borrowing on time to time basis. Also, the Company has ratified and recorded the same in its meeting held on February 13, 2023. However, inadvertently and unintentionally there was a delay in filing of MGT-14.
2 The Company has carried related party transaction with Earthly Possessions in excess of limits approved by the Board. The total transaction value during the year as per the Financial Statements 2022-23 was Rs. 588.15 lacs as against approved limit of Rs. 400 lacs. Earthly Possessions is a Firm owned by the sister of the whole time Director of the Company. At the end of each year, the Company used to take omnibus approval in the Audit Committee and Board of Directors as well for each and every transaction related to sales and purchase of the Company with the related party(ies).
During the Audit, the management comes to know that transactions limit exceeds with the related party. However, the Company has ratified the same in the current year meeting.
3 The Company during the year under review, has filed 9 (Nine) forms beyond the due dates as detail under: E Form MGT-14 & CHG-1 were filed delayed due to administrative process.
Four Form CHG 1 (Modification of Charge ID 100447266, 100466112, 100036612, 100177003 created on 2.4.2022) were filed on 7.5.2022, Four Form CHG 1 (Modification of Charge ID 100447266, 100466112, 100036612, 100177003 created on 7.4.2022) were filed on 13.5.2022; and Form MGT 14 dated 13.2.2023 was filed on 12.8.2023.
4 The details of one unpublished price sensitive information (UPSI) has been maintained in Structured Digital Database software w.e.f. 18.1.2023 whereas there were total four UPSI during Financial year 2022-23. Due to administrative process, Company has purchased the software in third quarter and captured the UPSI details from October onwards. However, meeting of the Board of Directors was held on 22" October, 2022 so were able to record the UPSI from fourth quarter onwards only. Prior to that period the company was maintaining the details internally in physical form.
5 The Transcript of post-results Investor call held on 10.8.2022 have not been intimated to the Stock Exchanges and also not hosted on website of the Company as required under Regulation 30 read with Regulation 46 of the Listing Regulations. The call was arranged by investor's side only and the Company was not able to get recording and transcripts of the same from their side. Due to non-availability of the information and inadvertently, post call compliances of the investor meet could not be uploaded with the Stock Exchanges and website of the Company as well.

Audit Committee

The Audit Committee comprises mainly of Independent Directors and the composition is as under:

Ms. Jyothi Prasad* : Chairperson
Mr. Bhagwan Dass Narang* : Member
Dr. Anil Kumar Gupta : Member
Mr. Sunil Chinubhai Vakil : Member

*Ceased to be Director w.e.f. April 28, 2023

The terms of reference of the Audit Committee are wide enough to cover the matters specified for the Audit Committee under Listing Regulations as well as Section 177 of the Companies Act, 2013; the detailed terms of reference are as mentioned in the Annexure B to this Board Report.

During the year under review, the Board has accepted all recommendation of Audit Committee and accordingly no disclosure is required to be made in respect of nonacceptance of the recommendation of the Audit Committee by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) has been constituted according to Section 178(5) of the Companies Act, 2013 and the composition is as under:

Ms. Jyothi Prasad* : Chairperson
Mr. Bhagwan Dass Narang* : Member
Dr. Anil Kumar Gupta : Member
Mr. Sunil Chinubhai Vakil : Member

*Ceased to be Director w.e.f. April 28, 2023

The detailed terms of reference are as mentioned in the Annexure B to this Board's Report.

Nomination and Remuneration Policy and Remuneration to the Directors

The Board on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management Personnel including Key Management Personnel and affixing their remuneration. The salient features of the Nomination and Remuneration Policy and the details of remuneration under Section 197 of the Companies Act, 2013 paid to Directors are provided in Corporate Governance Report which forms integral part of this Report.

Business Risk Management

The Company has in place a robust risk management framework that identifies and evaluates business risks and opportunities. The Company recognises that these risks need to be handled effectively and mitigated to protect the interests of the shareholders and stakeholders, to achieve business objectives and create sustainable value and growth. The Company's risk management processes focus on ensuring that these risks are promptly identified and a mitigation action plan is developed and monitored periodically to ensure that the risks are being addressed accordingly. The Company's risk management framework operates with the following objectives:

• Proactively identify and highlight risks to the right stakeholders

• Facilitate discussions around risk prioritisation and mitigation

• Provide a framework to assess risk capacity and appetite;

• develop systems to warn when the appetite is getting breached

Last year, the lockdown imposed significant hardships on the entire human race and tested their survival. Many businesses were forced to adopt varied cost cutting measures. However, your Company also ensured investments on employee well-being measures. Your Company came up with a comprehensive risk mitigation plan and a dedicated team to manage Covid-19 risk. Some of the risk mitigation steps were:

a. frequent interactions with dealers, suppliers, investors so that the ecosystem remained motivated;

b. proactive announcement of Work from Home policy, and an increased hygiene level at the workplace;

c. manufacturing at all the plants was proactively suspended, however with preparedness to restart at a short notice;

d. multiple communications sent to employees on end user awareness due to increased risk of cyber-attacks.

With a multi-sourcing strategy plan, your Company was able to successfully manage this risk.

The Company has maintained Debt Equity Ratio at 4.03 as compared to 3.11 from previous year

Further the Board has also identified the following risks:

Over dependence on few customer base, imposition of strict environmental/safety/regulatory regulations intensifying competition, declining margins, increase in raw material prices, economic downturn, inappropriate addressing of customer grievances, and risk of natural or manmade disasters.

In order to mitigate these risks, the Company has adopted the implementation of the risk management policy focusing on the elements of risks which in the opinion of the Board may threaten the existence of the company. We through qualitative products, regular improvement in productivity, controls over overhead and Labour cost, internal audit of environmental safety and regulatory compliance, IATF 16949 certification, TPM certification, capturing customer complaints and response to them, have effective risk mitigating plans.

Further, pursuant to Regulation 21(5) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, the Company has dissolved the Risk Management

Committee, and the Risk Management System/policy of the Company is then to be looked after by the Audit Committee. The details of the same are mentioned in the Annexure B to this Board's Report.

Disclosure on Establishment of a Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a vigil mechanism through Whistle Blower Policy for directors and employees to deal with instances of unethical behaviour, actual or suspected, fraud or violation of Company's code of conduct or ethics policy and to report their genuine concerns or grievances to the Vigilance and Ethics Officer. Your Company hereby affirms that no Director/ Employee have been denied access to the Chairman of the Audit Committee. The policy is available on the company's website www.shivamautotech.com.

Material Changes Affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and on the date of this report.

Your Company was able to raise the short-term/long term funds needed for its working capital related requirements at reasonable rates. By efficient management of working capital, the Company has been able to reduce some interest cost. The Company continues to focus on judicious management of its working capital.

Significant or Material Orders passed by the Regulators

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Changes in the Nature of Business

There is no change in the nature of the business of the Company during the Financial Year 2022-23.

Annual Return

In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, annual return of the Company for the Financial Year ended March 31, 2023 is available under the 'Investors' section of the Company's website www.shivamautotech.com.

Business Responsibility Report

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, mandates the top 1000 Listed Companies by market capitalisation to include Business Responsibility Report ("BR Report") in their Annual Report.

Your Company falls under the top 2000 Listed Companies by market capitalisation. Accordingly, a BR Report describing the initiatives taken by the Company from an

environmental, social and governance perspective, does not forms part of this Report.

Particulars of Loan, Guarantees and Investments under Section 186 of the Companies Act, 2013

The Company has neither given any loans/guarantees/provided security nor have any investments been made by the Company under the provision of Section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties

All contracts /arrangements/transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. Hence, requirement of Form AOC-2 as required under Section 188(1) of the Act is not applicable to the Company.

All related party transactions are placed before the Audit Committee for its approval. During the year under review, the Audit Committee approved transactions through the omnibus mode in accordance with the provisions of the Act and SEBI Listing Regulations.

During the year under review, the Company had not entered into any contracts /arrangements/transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Suitable disclosure as required by the IND AS 24 has been made in the notes to the Financial Statements.

Conservation of Energy, Technology Absorption- Foreign Exchange Earnings and Outgo

The Company continues to use the latest technologies for improving the productivity and quality of its products and components. The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are attached as Annexure - C to this Board's Report.

Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements

The Company believes that Internal Control is one of the key pillars of governance, which provides freedom to the management within a framework of appropriate checks and balances. The Company has a robust internal control framework, which has been instituted considering the nature, size and risks in the business.

Your company has adequate internal control for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations. The internal controls are complemented, on an on-going basis, by an extensive program of internal audits being implemented throughout the year. The internal controls are designed to ensure that the financial and other records of the company are reliable for preparing financial statements and other data for maintaining the accountability of assets in conformity with established accounting principles and that the assets of the company are adequately safe-guarded against any significant misuse or loss.

The Company has robust ERP systems based on SAP platform. This ensures high degree of systems-based checks and controls. The systems and processes are continuously improved by adopting best-in-class processes and automation and implementing the latest IT tools.

The Company also has an internal audit system which is conducted by an independent firm of Chartered Accountants. The same has also been verified by the statutory auditors who have reported that all the material internal financial controls exist during the financial year 2022-23. The internal audit plan is dynamic and aligned to the business objectives of the Company which is reviewed by the Audit Committee each quarter. Further, the Audit Committee monitors the adequacy and effectiveness of your Company's internal control framework.

Most importantly, the senior management sets the tone at the top of no tolerance to non-compliance and promotes a culture of continuous innovation and improvement.

IATF 16949/ISO 14001/ISO 45001 Accreditation

Your Company's manufacturing facilities are located at Binola, Haridwar, Kolar and Rohtak and we continue to maintain and uphold the prestigious IATF 16949:2016, ISO 14001:2015 and ISO 45001:2018 (Occupational Health & Safety Assessment Series) certifications from reputed leading Indian and International Certification Institutions. These certifications help in continuous improvements, besides emphasis being laid on prevention of defects, reduction of wastes, prevention of near misses and to ensure maximized customer delight.


Pursuant to Clause C(9)(d) of Schedule V of SEBI Listing Regulations, 2015, the shares of your Company are listed at The National Stock Exchange of India Limited and The BSE Limited, and pursuant to the SEBI Listing Regulations, the Annual Listing fees for the year 2023-24 have been paid to them well before the due date i.e. April 30, 2023. The Company has also paid the annual custodian fees for the year 2023-24 in respect of Shares held in dematerialized mode to National Securities Depository Limited (NSDL) & Central Depository Services Limited (CDSL).

The Company has complied with the requirements of Corporate Governance as stipulated under the SEBI Listing Regulations, as applicable.

Corporate Governance

Your Company is committed to follow the highest standards and principles of Corporate Governance with all integrity and fairness. The Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an org anisation's corporate governance philosophy is directly linked to high performance. It has put in place an effective Corporate Governance system which ensures that provisions of the Act and SEBI Listing Regulations are duly complied with, not only in form but also in substance.

A certificate from the Practising Company Secretary regarding the compliance of the conditions of Corporate Governance by the Company as stipulated under Chapter IV of SEBI Listing Regulations is also attached to this Report.

Separate detailed chapters on Corporate Governance, additional Shareholder information and Management Discussion and Analysis are attached herewith and form part of this Report. Declaration by CEO that the Board Members and Senior Management Personnel have complied with the Code of Conduct for the financial year 2022-23 is annexed with this report.

Disclosures for Maintenance of Cost Records

Your company is not covered under subsection (1) of Section 148 of Companies Act, 2013 for maintenance of Cost records and accordingly such accounts and records are not required to be made and maintained.

Prevention of Sexual Harassment Cases

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules thereunder. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company's office premises or women service providers are covered under this Policy.

The Company has constituted an "Internal Complaints Committee" under the POSH Act which is responsible for redressal of complaints related to sexual harassment. The Company aims at providing a workplace that enables employees to work without gender bias and sexual harassment.

The necessary disclosure in terms of requirements of SEBI Listing Regulations in this regard is given below:

a) Number of complaints filed during the financial year - Nil

b) Number of complaints disposed of during the financial year - N.A.

c) Number of complaints pending as at the end of the financial year - N.A.

Various workshops and awareness Programmes w.r.t. prevention of sexual harassment has been carried out during the FY 2022-23

Directors' Responsibility Statement

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, as amended, with respect to the directors' responsibility statement, it is hereby confirmed:

(i) That in preparation of annual accounts for the financial year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to the material departures;

(ii) That the directors of the company have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the losses of the Company for the financial year ended March 31,2023;

(iii) That the directors of the company have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the directors of the company have prepared the annual accounts on a going concern basis.

(v) That the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Managerial Remuneration

The details required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are provided in Corporate Governance Report attached as Annexure - B to this Board's Report.

Particulars of Employees

The information required under Section 197 of the Act read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-E to this Board's Report.

Environment, Health & Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

The Company has taken an initiative to preserve environment by indulging in paper recycling activity. The paper recycling pertains to the processes of reprocessing waste paper for reuse. Recycling paper preserves trees and forests. Recycled paper serves as an environmental friendly resource for paper manufacturers, saving costs and energy.

The Company has recycled approx. 2620 kgs of waste paper till March 31,2023, contributing in saving 45 nos. of trees.

The Company is committed to adhere to the highest standards of health and safety. It strives to provide its employees with a safe and healthy workplace. The Company continuous to focus on deploying behaviour based safety programmes and global safety standards across its locations. Its manufacturing units are certified with ISO-45001 (International Occupational health & safety management system and standards), abiding by the highest standards of safety.

The Company regularly conducts counselling and safety review meetings for the workers to appraise and educate them on the adoption of safety measures and avoidance of unsafe practices. Safe operating procedures, standards and systems have been laid down at all manufacturing locations. Prompt medical assistances are provided to its employees.

Human Resource Development

The Company believes that people who feel truly associated with the organisation are the ones who perform to their peak capability. As a core part of our business strategy, it is committed to providing an environment where all of its employees feel enabled and have a sense of belonging. The Company believes in greater diversity within the business will maximise collective capability, allowing leveraging the diversity of thought, and better reflecting and understanding the diverse customer base. This should, in turn, lead to better decision making and higher shareholder value.

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations. Objective appraisal systems based on key result areas (KRAs) are in place for staff members.

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Company's thrust is on the promotion of talent internally through job rotation and job enlargement. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

Board Diversity Policy

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

Proceeding Under Insolvency and Bankruptcy Code, 2016

The Company has not made any application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("IBC Code") during the year.

Further, at the end of the year, Company does not have any proceedings related to IBC Code.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.


We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI Listing Regulations mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website www.shivamautotech.com.

Following are the policies adopted by the company with their web links:

Policy Web link
Code ofConduct http://www.shivamautotech.com/pdf/Code of Conduct for Board Members and Senior Mangement.pdf
Prohibition of Insider Trading http://www.shivamautotech.com/Uploads/image/157imguf ProhibitionofInsidertrading.pdf
Payment to Non- Executive Directors http://www.shivamautotech.com/pdf/Payment to Non-Executive Directors.pdf
Nomination and Remuneration Policy http://www.shivamautotech.com/Uploads/image/163imguf 15.nrc.pdf
Board Diversity Policy http://www.shivamautotech.com/pdf/Board Diversity Policy.pdf
Records and Archives Policy http://www.shivamautotech.com/pdf/records and archives policy.pdf
Related Party Transaction Policy http://www.shivamautotech.com/Uploads/image/261imguf related-party-policy- shivam-autotech-limited-30-03-2022.pdf
Anti-Harassment Policy http://www.shivamautotech.com/pdf/anti-harassment-policy.pdf
Risk Management Policy http://www.shivamautotech.com/pdf/Risk Management Policy.pdf
Whistle Blower Policy http://www.shivamautotech.com/Uploads/image/295imguf WhistleBlowerPolicy. pdf
Familiarization Policy http://www.shivamautotech.com/Uploads/image/270imguf familarization- program-2022-23.pdf
Policy on Determination and Disclosure of Materiality of Events http://www.shivamautotech.com/Uploads/image/269imguf policy-on- determination-of-material-events.pdf

Secretarial Standards

During the year under review, your Company had complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.


Your Company's organisational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilisation of the Company's resources for sustainable and profitable growth.

The Directors express their appreciation for the sincere cooperation and assistance of Central and State Government Authorities, Bankers, Customers, Suppliers and Business Associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company's employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

The Board would like to reiterate its commitment to continue to build the organization into a truly world-class enterprise in all aspects.

Place: Gurugram For and on behalf of the Board For and on behalf of the Board
Date: August 14, 2023 Neeraj Munjal Charu Munjal
Managing Director Whole Time Director
DIN:00037792 DIN:03094545