Asahi India Glass Ltd.
|BSE: 515030||Sector: Industrials|
|NSE: ASAHIINDIA||ISIN Code: INE439A01020|
|BSE 14:16 | 18 Jan||376.15||
|NSE 14:04 | 18 Jan||378.05||
|Mkt Cap.(Rs cr)||9,144|
|Mkt Cap.(Rs cr)||9144.21|
Asahi India Glass Ltd. (ASAHIINDIA) - Director Report
Company director report
To the Members
The Directors are pleased to present their 31st Report along with the financial resultsof the Company for the year ended 31st March 2016.
The Companys financial performance for the year ended 31st March 2016 issummarized below:
(f in I akhd'l
* excluding exceptional items.
The financial year 2015-16 witnessed the results of recent internal improvementprograms and also reflected the positivity of the macro environment. The Company tooksignificant strides in creating enhanced value for shareholders.
The net turnover of the Company stood at Rs 216799 Lakhs in 2015-16 as against Rs205721 Lakhs in 2014-15. Operating Profit has increased by 22.16% from Rs 33448 Lakhsin the previous year to Rs 40861 Lakhs in 2015-16. The Company posted a profit (PAT) ofRs 9727 Lakhs in 2015-16 against profit of Rs 5021 Lakhs in the previous year.
A detailed analysis of Companys operations in terms of performance in marketsmanufacturing activities business outlook risks and concerns forms part of theManagement Discussion and Analysis a separate section of this Annual Report.
During the year under review there has been no change in the nature of business of theCompany.
Further no material changes and commitments have occurred between the end of thefinancial year and the date of the report affecting the financial position of the Company.
Subsidiaries and Associates
Pursuant to section 129 and other applicable provisions if any of the Companies Act2013 a separate statement containing salient features of financial statements of allsubsidiaries and associates of your Company forms part of the financial statements. Thefinancial statements of the subsidiaries & associate Companies and related informationare available for inspection by the Members at the Corporate office of AIS as well asRegistered Office of respective subsidiary and associate companies during business hourson all days except Saturdays Sundays and public holidays upto the date of Annual GeneralMeeting (AGM) to any shareholder on demand in accordance with the provisions of Section136 of Companies Act 2013.
The financial statements including the consolidated financial statement financialstatements of subsidiaries and all other relevant documents required to be attached tothis report have been uploaded on the website of the Company
Pursuant to Listing Regulations the Company has formulated a policy for determiningmaterial subsidiaries. This policy has been uploaded on the Companys website and maybe accessed through the link http://www.aisglass.com/policies.
Your Directors take pleasure in reporting the following awards/ recognition received byyour Company during the year:
Besides the above your Company also got Certification for "ISO 50001:2011 EnergyManagement System"
Management Discussion and Analysis
A separate chapter on Management Discussion and Analysis is given in this AnnualReport.
Your Directors are pleased to recommend a Final Dividend of Rs 0.60 per equity share offace value of Rs 1 each for the year ended 31st March 2016 amounting to Rs 1459 Lakhs.
The above dividend subject to the approval of Members at the Annual General Meeting on12th August 2016 will be paid on or after 17th August 2016 to those Shareholders whosenames appear in the Register of Members as on 6th August 2016. The total dividend for thefinancial year will be Rs 1459 Lakhs including Dividend Distribution Tax of' 297 Lakhs.
The Board has proposed to carry an amount of Rs 7 Lakhs to reserves.
During the financial year 2015-16 your Company has not accepted any deposits withinthe meaning of Section 73 and 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 and as such no amount of principal or interest wasoutstanding as on date of the Balance Sheet.
Consolidated Financial Statements
In accordance with the Companies Act 2013 and the applicable Accounting Standards theConsolidated Financial Statements of
AIS are provided in the Annual Report.
A separate report on Corporate Governance along with the General ShareholdersInformation as prescribed under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed as a part of the Annual Report along with theAuditors Certificate on Corporate Governance.
During the year under review industrial relations in the Company continued to becordial and peaceful.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureA" to this Report.
Particulars of loans guarantees or investments
The details of loans guarantees and investments under the provisions of section 186 ofthe Companies Act 2013 are given at the notes no. 12& 36 of the Financial Statements.
Meetings of the Board and Committees
The details in respect of the number of Board and Committees meetings of your Companyare set out in the Corporate Governance Report which forms part of this Report.
Pursuantto the provisions of section 177 of Companies Act 2013 the Audit Committeeconsists of three Independent Directors - Mr. Rahul Rana as Chairman and Mr. Gautam Thaparand Ms. Shradha Suri as members.
Board of Directors of the Company has duly accepted the recommendations of AuditCommittee during financial year 2015-16.
The Company has established a Vigil Mechanism/Whistle Blower Policy. The purpose ofthis mechanism is to provide a framework to report concerns about unethical behavioractual or suspected fraud or violation of the Companys code of conduct or ethicspolicy and provide adequate safeguards against victimization of the person availing thismechanism. The Policy is available on the Companys website
The Company has developed and implemented a Risk Management Policy to identify andmitigate key risks that may threaten the existence of the Company.
Internal Financial Controls
Your Company has put in place adequate internal financial controls with reference tofinancial statements. Such system has been designed to provide for:
Adoption of accounting policies in line with applicable accounting standards.
Uniform accounting treatment is prescribed to the subsidiaries of your Company.
Proper recording of transactions with internal checks and reporting mechanism.
Compliance with applicable statutes policies management policies andprocedures.
The management of your Company periodically reviews the financial performance againstthe approved plans across various parameters and takes necessary action wherevernecessary.
Your Company has its own internal audit department which carries out periodic audits ofall locations and functions. Internal audit reports are periodically reviewed and itsexecutive summary alongwith corrective action plans if any are submitted to topmanagement and Audit Committee for review comments and directions.
Directors and Key Managerial Personnel
Appointments Re-appointments and Resignations
During the financial year 2015-16 Ms. Shradha Suri was appointed as an AdditionalDirector w.e.f. 1st April 2015 in the capacity of Independent (Woman) Director to holdoffice up to 5 (five) consecutive years.
During the year under review Dr. Surinder Kapur ceased to be Director of your Companydue to his sad demise on 30th June 2015.
In accordance with the provisions of Section(s) 149 152 and other applicableprovisions if any of the Compnaies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 Mr. B. M. Labroo (DIN: 00040433) and Mr. M.Takeda (DIN: 07058532) Directors are liable to retire
by rotation at the forthcoming Annual General Meeting and being eligible offerthemselves for re-appointment.
Mr. Kenichi Ayukawa (DIN: 02262755) resigned w.e.f. 1st June 2016. Pursuant to hisresignation and in terms of the provisions of Section(s) 152 161 and other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 and Article 73 of the Articles of Association Mr.Toshiaki Hasuike (DIN: 01948291) was appointed as an Additional Director w.e.f. 1st June2016 and is proposed to be appointed/ confirmed as a Non-Executive director of theCompany liable to retire by rotation at the ensuing Annual General Meeting.
Declaration of Independence
Your Company has received declaration from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules made thereunder as well asRegulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
The details of the familiarization programme along with format of the letter ofappointment provided to the Independent Directors at the time of appointment outlininghis/ her role functions duties and responsibilities have been uploaded on the website ofthe Company and may be accessed through the link:
Directors Responsibility Statement
Pursuant to Section 134(3)(c) the Directors hereby state and confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) directors have selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) directors have prepared the annual accounts on a going concern basis;
(e) directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively; and
(f) directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Statement indicating the manner in which formal annual evaluation has been done
In terms of provisions of Companies Act 2013 and Regulation 17 of the ListingRegulations the Board has carried out an annual evaluation of its own performance andthat of its Directors individually. The evaluation criteria as laid down by the Nomination& Remuneration Committee included various aspects of functioning of the Board such ascomposition process & procedures including adequate & timely informationattendance delegation of responsibilities decision-making roles & responsibilitiesincluding monitoring benchmarking feedback stakeholder relationship and Committees.
The performance of individual Directors including the Chairman was evaluated on variousparameters such as knowledge & experience interest of stakeholders time devoted etc.The evaluation of Independent Directors was based on aspects like participation in &contribution to the Board decisions knowledge & experience and judgment
Particulars of Remuneration
The information as required in accordance with Section 197(12) of the Companies Act2013 read with Rule 5(1) the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 as amended is set out in "Annexure A" to thisReport. However as per the provision of Section 136 of the Companies Act 2013 theReport and the Accounts are being sent to all members of the Company excluding theaforesaid information. Any member interested in obtaining such information may write tothe Company Secretary at the registered office or the corporate office of the Company.
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 perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us to retaining our competitiveadvantage. Your Board comprises of experts in the field of Finance Corporate GovernanceManagement and Leadership skills. Your Company has also appointed a Woman Director on theBoard.
Nomination and Remuneration Policy
The Nomination & Remuneration Policy as approved by the Board on the recommendationof the Nomination & Remuneration Committee is attached as "Annexure B".
Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility (CSR) Committee of theBoard with Mr. G. S. Talwaras its Chairman and Mr. B. M. Labroo and Mr. Sanjay Labroo asits members.
The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section135 of the Companies Act 2013 and rules made thereunder. The details of the CSRinitiatives undertaken by the Company during the financial year 2015-16 in the prescribedformat are annexed as "Annexure C".
Internal Complaints Committee (Anti-Sexual Harassment Policy)
During the period under review no complaints were received by the Internal ComplaintsCommittee established under the Policy for Prohibition Prevention and Redressal of SexualHarassment of Women at Workplace.
Related party transactions
Transactions entered by the Company with related parties during financial year 2015-16were in the ordinary course of business and on arms length basis. The Company hasformulated a policy on Related Party Transactions which is available at the link
In terms of Section 134(3)(h) of the Companies Act and rules made thereunder duringthe year under review the Company has not entered into any contract/ arrangement/transaction with related parties in section 188(1) of the Companies Act 2013 which couldbe considered material. The details of the related party transactions entered during theyear are provided in the accompanying financial statements.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The information relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as "AnnexureD" to this Report.
Auditor and Auditors Report
M/s Jagdish Sapra & Co. Chartered Accountants were appointed as StatutoryAuditors of the Company in the 29th Annual General
Meeting of the Company to hold office for three consecutive years subject toratification at every Annual General Meeting. Your Company has received confirmation fromabovementioned firm regarding consent and eligibility under Section 139 and 141 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 for ratification ofappointment as the Statutory Auditors of the Company. As required under Regulation 33 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Auditorshave also confirmed that they hold a valid certificate issued by the Peer Review Board ofthe Institute of Chartered Accountants of India.
The Audit Committee and the Board of Directors recommended the ratification ofappointment of M/s Jagdish Sapra & Co. Chartered Accountants as the Auditors of yourCompany for the financial year 2016-17 till the conclusion of the next AGM.
The observations of the Auditors in the Auditors Report are explained wherevernecessary in the appropriate Notes to the Accounts.
The Board had appointed M/s. Ajay Ahuja & Associates Cost Accountants as the CostAuditor of your Company for financial year 2015-16 to conduct the audit of the costrecords of the Company. Cost Audit Report for the financial year 2015-16 has been hiedwith Ministry of Corporate Affairs.
As per Section 148 and other applicable provisions if any of the Companies Act 2013read with Companies (Audit and Auditors) Rules 2014 the Board of Directors of yourcompany on the recommendation of the Audit Committee has appointed M/s. Ajay Ahuja &Associates Cost Accountants as the Cost Auditor of the Company for the financial year2016-17.
Your Company has received consent from M/s. Ajay Ahuja & Associates CostAccountants to act as the Cost Auditor of your Company for the financial year 2016-17along with a certificate confirming their independence.
In accordance with the provisions of Section 204 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany has appointed Mr. Sundeep Kumar Parashar FCS Company Secretary in Practice andproprietor of M/s. SKP & Co. Company Secretaries to conduct the Secretarial Audit ofyour Company for financial year 2016-17. The Secretarial Audit Report for financial year2015-16 is annexed herewith as "Annexure E" to this Report. TheSecretarial Audit Report does not contain any qualifications reservations or adverseremark.
Significant and Material Orders of Regulators or Courts or Tribunals
No significant and material order was passed by Regulators or Courts or Tribunalsduring the year under review impacting the going concern status of your Company and itsfuture operations.
The Board hereby places on record its sincere appreciation for the continued assistanceand support extended to the Company by its collaborators customers bankers vendorsGovernment authorities and employees.
Your Directors acknowledge with gratitude the encouragement and support extended by ourvalued Shareholders.
Annexure A to Report of the Directors Form No. MGT-9 EXTRACT OF ANNUAL RETURN
for the financial year ended on 31st March 2016
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN : L26102DL1984PLC019542
ii) Registration Date : 10/12/1984
iii) Name of the Company : Asahi India Glass Limited
iv) Category : Company limited by Shares
Sub-Category of the Company : Indian Non - Government Company
v) Address of the Registered office: Unit No. 203 to 208Tribhuwan Complex IshwarNagar Mathura Road New Delhi-110065 Contact details : (Oil) 49454900
vi) Whether listed company Yes/ No : Yes
vii) Name Address and Contact details of Registrar and Transfer Agent if any:
Name : Link Intime India Private Limited
Address : C-13 Pannalal Silk Mills Compound L.B.S. Marg Bhandup (West) Mumbai -400078 Contact details : 022 25963838
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the totalturnover of the company shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
# Rounded offto nearest two decimals
(ii) Shareholding of Promoters
Associates of Mr. B.M.Iabroo and Mr. Sanjay Labroo *
(iii) Change in Promoters Shareholding
*Date of transfer has been considered as the date on which the beneficiary position wasprovided by the Depositories to your Company
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs)
*Date of transfer has been considered as the date on which the beneficiary position wasprovided by the Depositories to your Company
(v) Shareholding of Directors and Key Managerial Personnel:
Indebtedness of the Company including interest outstanding/ accrued but not due forpayment
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Remuneration to Managing Director Whole-time Directors and/ or Manager:
* Mr. S. Kapur ceased to be a Director w.e.f. 30th June 2015.
# The Commission for the financial year ended 31st March 2016 will be paid afteradoption of audited Financial Statements by the shareholders at the AGM to be held on 12thAugust 2015.
C) REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/ WTD
As per the provisions of Section 136(1) read with relevant proviso of Companies Act2013 the aforesaid information is excluded from this Annexure. Any member interested inobtaining such information may write to the Company Secretary at the registered office orthe corporate office of the Company.
VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES: