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Asahi India Glass Ltd.

BSE: 515030 Sector: Industrials
NSE: ASAHIINDIA ISIN Code: INE439A01020
BSE LIVE 15:40 | 05 Dec 170.90 -1.65
(-0.96%)
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172.00

HIGH

173.00

LOW

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NSE LIVE 15:31 | 05 Dec 172.05 -0.70
(-0.41%)
OPEN

173.65

HIGH

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OPEN 172.00
PREVIOUS CLOSE 172.55
VOLUME 10552
52-Week high 210.00
52-Week low 135.00
P/E 39.29
Mkt Cap.(Rs cr) 4154.58
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 172.00
CLOSE 172.55
VOLUME 10552
52-Week high 210.00
52-Week low 135.00
P/E 39.29
Mkt Cap.(Rs cr) 4154.58
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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.

Financial Performance

The Company’s financial performance for the year ended 31st March 2016 issummarized below:

(f in I akhd'l

Particulars 2015-16 2014-15
Gross Turnover 236148 224715
Net Turnover 216799 205721
Other Income 607 1763
Total Income 217406 207484
Operating Profit (PBDIT)* 40861 33448
Gross Profit (PBDT)* 26521 17515
Profit / (Loss) before Tax* 15989 6797
Profit / (Loss) after Tax 9727 5021
Proposed Dividend 1459 -
Tax on Dividend 297 -
Balance Carried to Balance Sheet 1766 (6205)

* excluding exceptional items.

Performance Overview

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 Company’s 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 www.aisglass.com. A report on the performance andfinancial position of each of the subsidiary and associate companies as per Companies Act2013 is provided as Annexure to the consolidated financial statements. During financialyear 2015-16 Vincotte International India Assessment Services Private Limited has ceasedto be an associate of AIS. Apart from the above none of the Companies have become orceased to be subsidiary joint venture or associate of the Company.

Material Subsidiaries

Pursuant to Listing Regulations the Company has formulated a policy for determiningmaterial subsidiaries. This policy has been uploaded on the Company’s website and maybe accessed through the link http://www.aisglass.com/policies.

Awards

Your Directors take pleasure in reporting the following awards/ recognition received byyour Company during the year:

From Award
Maruti Suzuki India Award in Overall Excellence
Limited Award in Manufacturing
Excellence
Award in Spares Schedule Adherence
Honda Cars India Limited Environment Award 2016 for CO2 Reduction
General Motors Quality Excellence Award
Volkswagen India Private Limited ‘A’ grade in Formal Q-Capability
Toyota Kirloskar Motor Private Limited Award for Achieving Target in Delivery and Quality 2015
Overall Best Environment Managed Company
Supplier of the Year - Runner up
Toyota Kirloskar Suppliers Association Gold award for Regional Quality Circle Competition
Hyundai Motor India Quality Excellence Award
Limited Excellence in Container Management for 2015
Mahindra & Mahindra Limited Award for "Stupendous performance in Supply Chain"
Volvo Buses India Private Limited Quality Excellence Award
Asahi Glass Co. Japan Excellent Quality Improvement

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.

Dividend

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.

Reserves

The Board has proposed to carry an amount of Rs 7 Lakhs to reserves.

Public Deposits

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.

Corporate Governance

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 theAuditor’s Certificate on Corporate Governance.

Industrial Relations

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.

Audit Committee

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.

Vigil Mechanism

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 Company’s code of conduct or ethicspolicy and provide adequate safeguards against victimization of the person availing thismechanism. The Policy is available on the Company’s website www.aisglass.com/policies and has beenappropriately communicated within the organisation and is effectively operational. Thepolicy provides mechanism whereby whistle blower may send protected disclosures directlyto the Chairman of Audit Committee or Ethics Officer.

Risk Management

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: http://www.aisglass.com/policies.

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.

Board Diversity

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 http://www.aisglass.com/policies on website ofthe Company.

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 Auditor’s Report

Statutory Auditors

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 Auditor’s Report are explained wherevernecessary in the appropriate Notes to the Accounts.

Cost Auditor

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.

Secretarial Audit

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.

Acknowledgements

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.

On behalf of the Board of Directors
Asahi India Glass Ltd.
B. M. Labroo
Place : Gurgaon Chairman
Dated : 24th May 2016 DIN:00040433

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:-

Sl. Name & Description of main products/ services NIC Code of the % to total turnover
No Product/ service of the company
1 Manufacture of glass in primary or semi-manufactured forms 23101 99.27

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No Name of the Company Address of the Company CIN/ GLN Holding/ Subsidiary/ Associate % Of Shares Held Applicable Section
1 AIS Glass Solutions Ltd. Unit No. 209 to 210 Tribhuwan Complex Ishwar Nagar Mathura Road New Delhi - 110065 U26109DL2004PLC127666 Subsidiary 82.55 2(87)
2 GX Glass Sales & Services Limited Unit No. 232 Tribhuwan Complex Ishwar Nagar Mathura Road New Delhi - 110065 U74140DL2010PLC202377 Subsidiary 84.79 2(87)
3 Integrated Glass Materials Limited Unit No. 232 Tribhuwan Complex Ishwar Nagar Mathura Road New Delhi - 110065 U14220DL2009PLC188298 Subsidiary 100.00 2(87)
4 AIS Distribution Services Limited 32 Industrial Estate Tansen Road Gwalior - 474004.

U26101MP2000PLC014495

Associate

49.98

2(6)

5 AIS Adhesives Limited Village Kishanpura RO. Gurmajra Distt. Solan Himachal Pradesh. U26101HP1996PLC017879 Associate 47.83 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year (As on 1st April 2015)

No. of Shares held at the end of the year (As on 31st March 2016)

Demat Physical Total % of Total Shares # Demat Physical Total % of Total Shares # % change during the year
A. PROMOTERS
(1) Indian
a) Individual/ HUF 43531014 374 43531388 17.91 43543134 374 43543508 17.91 0.00
b) Central Govt or State Govt. 0 0 0 0 0 0 0 0.00 0.00
c) Bodies Corporates 31312713 0 31312713 12.88 31312713 0 31312713 12.88 0.00
d) Bank/ FI 0 0 0 0 0 0 0 0.00 0.00
e) Any other 0 0 0 0 0 0 0 0.00 0.00
SUB TOTAL:(A) (1) 74843727 374 74844101 30.79 74855847 374 74856221 30.79 0.00
(2) Foreign
a) NRI- Individuals 234500 3200000 3434500 1.41 3416000 0 3416000 1.41 -0.01
b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00
c) Bodies Corp. 53990400 0 53990400 22.21 53990400 0 53990400 22.21 0.00
d) Bank/ FI 0 0 0 0.00 0 0 0 0.00 0.00
e) Any other 0 0 0 0.00 0 0 0 0.00 0.00
SUB TOTAL (A)(2) 54224900 3200000 57424900 23.62 57406400 0 57406400 23.62 -0.01
Total Shareholding of Promoter (A) = (A)(1)+(A)(2) 129068627 3200374 132269001 54.41 132262247 374 132262621 54.41 0.00
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds/ UTI 1237591 10848 1248439 0.51 3644187 10848 3655035 1.50 0.99
B) Venture Capital Fund 0 0 0 0 0 0 0 0.00 0.00
C) Alternative Investment Funds 0 0 0 0 0 0 0 0.00 0.00
D) Foreign Venture Capital Investors 0 0 0 0 0 0 0 0.00 0.00
e) Foreign Portfolio Investor 0 0 0 0 1270981 0 1270981 0.52 0.52
f) Bank/ FI 43160 6294 49454 0.02 74217 6294 80511 0.03 0.01
g) Insurance Companies 0 0 0 0 0 0 0 0.00 0.00
h) Provident Funds/ Pension Funds 0 0 0 0 0 0 0 0.00 0.00
i) Others (Foreign Banks) 2024 0 2024 0 2024 0 2024 0.00 0.00
J) Fils 1654850 150 1655000 0.68 1026082 150 1026232 0.42 -0.26
(2) Central Government/ State Government(s)/ President of India 0 0 0 0 0 0 0 0.00 0.00
SUB TOTAL (B)(1): 2937625 17292 2954917 1.22 6017491 17292 6034783 2.48 1.27

 

Category of Shareholders

No. of Shares held at the beginning of the year (As on 1st April 2015)

No. of Shares held at the end of the year (As on 31st March 2016)

Demat Physical Total % of Total Shares # Demat Physical Total % of Total Shares # % change during the year
(2) Non Institutions
a) Individuals
i) Individual shareholders holding nominal share capital up to Rs.2 lakhs 18220509 3852314 22072823 9.08 16013110 3727877 19740987 8.12 -0.96
ii) Individuals shareholders holding nominal share capital in excess of Rs. 2 lakhs 56201361 0 56201361 23.12 41508515 0 41508515 17.08 -6.04
b) NBFCs Registered with RBI 0 0 0 0.00 0 0 0 0.00 0.00
c) Employees Trusts 0 0 0 0.00 0 0 0 0.00 0.00
d) Overseas Depositories (holding DRs) (balancing figure) 0 0 0 0.00 0 0 0 0.00 0.00
e) Any Other
i) Trusts 3074 0 3074 0.00 3074 0 3074 0.00 0.00
ii) HUF

158626

2490

161116

0.07

14481777

0

14481777

5.96

5.89

iii) NRI (Non Repatriable)

143651

0

143651

0.06

152768

0

152768

0.06

0.00

iv) NRI (Repatriable) 786779 1349 788128 0.32 736135 1349 737484 0.30 -0.02
v) OCBs 1224000 1040000 2264000 0.93 1224000 1040000 2264000 0.93 0.00
vi) Clearing Member 2119472 0 2119472 0.87 106417 0 106417 0.04 -0.83
vii) Bodies Corporate 23994066 118322 24112388 9.92 25679781 117724 25797505 10.61 0.69
SUB TOTAL (B)(2): 102851538 5014475 107866013 44.37 99905577 4886950 104792527 43.11 -1.26
Total Public Shareholding (B)= (B)(1)+(B)(2) 105789163 5031767 110820930 45.59 105923068 4904242 110827310 45.59 0.00
C. SHARES HELD BY CUSTODIAN AND AGAINST WHICH DEPOSITORY RECEIPTS HAVE BEEN ISSUED
GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) 234857790 8232141 243089931 100.00 238185315 4904616 243089931 100.00 0.00

# Rounded offto nearest two decimals

(ii) Shareholding of Promoters

Sl. No. Shareholders Name

Shareholding at the beginning of the year (As on 1st April 2015)

Shareholding at the end of the year (As on 31st March 2016)

Change in shareholding during the year

No. of shares % of total shares of the company Pledge % of shares pledged/ encumbered to total shares No. of shares % of total shares of the company Pledge % of shares pledged/ encumbered to total shares No of shares % change in share holding during the year
1 B M Labroo 13783920 5.67 6726000 48.80 13783920 5.67 1749408 12.69 0 0.00
2 Sanjay Labroo 15476121 6.37 5712000 36.91 15688241 6.45 6850000 43.66 212120 0.09
3 Relatives and 22023360 9.06 24000 0.11 21804860 8.97 24000 0.11 -218500 -0.09

Associates of Mr. B.M.Iabroo and Mr. Sanjay Labroo *

Sl. No. Shareholders Name

Shareholding at the beginning of the year (As on 1st April 2015)

Shareholding at the end of the year (As on 31st March 2016)

Change in shareholding during the year

No. of shares % of total shares of the company Pledge % of shares pledged/ encumbered to total shares No. of shares % of total shares of the company Pledge % of shares pledged/ encumbered to total shares No of shares % change in share holding during the year
4 Maruti Suzuki India Limited 26995200 11.11 0 0.00 26995200 11.11 0 0.00 0 0.00
5 Asahi Glass Co Ltd. 53990400 22.21 0 0.00 53990400 22.21 0 0.00 0 0.00
Total 132269001 54.41 12462000 9.42 132262621 54.41 8623408 6.52 -6380 0.00
‘Shareholding Details of Relatives an<

i Associates c

>f Mr. B.M.Lal oroo and Mr. Sa njay Labroo
1 Ajay Labroo 320674 0.13 0 0.00 320674 0.13 0 0 0 0.00
2 Aneesha Labroo 291086 0.12 0 0.00 291086 0.12 0 0 0 0.00
3 Kanta Labroo 26000 0.01 0 0.00 26000 0.01 0 0 0 0.00
4 Keshub Mahindra 1941546 0.80 0 0.00 1591546 0.65 0 0 -350000 -0.14
5 Leena S Labroo 2065181 0.85 0 0.00 2065181 0.85 0 0 0 0.00
6 Nisheeta Labroo 367086 0.15 0 0.00 717086 0.29 0 0 350000 0.14
7 Sudha K Mahindra

307040

0.13

0

0.00

307040

0.13

0

0

0

0.00

8 Anand Gopal Mahindra

3333486

1.37

0

0.00

3333486

1.37

0

0

0

0.00

9 Uma R Malhotra 282719 0.12 0 0.00 282719 0.12 0 0 0 0.00
10 Yuthica Keshub Mahindra 96000 0.04 0 0.00 96000 0.04 0 0 0 0.00
11 Tanya Kumar 63000 0.03 0 0.00 63000 0.03 0 0 0 0.00
12 Samir Kumar 18500 0.01 0 0.00 0 0.00 0 0 -18500 -0.01
13 Anil Monga 80000 0.03 0 0.00 80000 0.03 0 0 0 0.00
14 Ashok Kanhayalal Monga 80000 0.03 0 0.00 50000 0.02 0 0 -30000 -0.01
15 Chand Rani Monga 80000 0.03 0 0.00 80000 0.03 0 0 0 0.00
16 K L Monga 160000 0.07 0 0.00 160000 0.07 0 0 0 0.00
17 Kapoor Chand Gupta 1750 0.00 0 0.00 1750 0.00 0 0 0 0.00
18 M Lakshmi 64000 0.03 0 0.00 64000 0.03 0 0 0 0.00
19 M N Chaitanya 50800 0.02 0 0.00 50800 0.02 0 0 0 0.00
20 Praveen Kumar Tiku 40000 0.02 0 0.00 40000 0.02 0 0 0 0.00
21 Krishna C Tiku 186189 0.08 0 0.00 183189 0.08 0 0 -3000 0.00
22 Sundip Kumar 316160 0.13 0 0.00 316160 0.13 0 0 0 0.00
23 Sanjaya Kumar 267520 0.11 0 0.00 267520 0.11 0 0 0 0.00
24 Satya Nand 364800 0.15 0 0.00 364800 0.15 0 0 0 0.00
25 Sunita Monga

40000

0.02

0

0.00

40000

0.02

0

0

0

0.00

26 V D Nanda Kumar 55314 0.02 0 0.00 55314 0.02 0 0 0 0.00
27 Dr Manjula Milind Pishawikar

97600

0.04

0

0.00

97600

0.04

0

0

0

0.00

28 Malathi Raghunand

306423

0.13

0

0.00

306423

0.13

0

0

0

0.00

29 Tarun R Tahiliani 630148 0.26 0 0.00 615148 0.25 0 0 -15000 -0.01
30 Abhinav Agarwal 155700 0.06 0 0.00 155700 0.06 0 0 0 0.00
31 Bharat Roy Kapur 608000 0.25 0 0.00 475000 0.20 0 0 -133000 -0.05
32 Dinesh Kumar Aggarwal 201640 0.08 24000 11.90 201640 0.08 24000 11.90 0 0.00
33 Paras Ram 119900 0.05 0 0.00 119900 0.05 0 0 0 0.00
34 Pradeep Beniwal 800000 0.33 0 0.00 816000 0.34 0 0 16000 0.01
35 Riva Agarwal 156800 0.06 0 0.00 156800 0.06 0 0 0 0.00
36 Sabina Agarwal 222400 0.09 0 0.00 222400 0.09 0 0 0 0.00
37 Sushma Aggarwal 170000 0.07 0 0.00 135000 0.06 0 0 -35000 -0.01
38 Shashi Palamand 1600000 0.66 0 0.00 1600000 0.66 0 0 0 0.00
39 Suryanarayana Rao Palamand 1600000 0.66 0 0.00 1600000 0.66 0 0 0 0.00
40 Daryao Singh 13000 0.01 0 0.00 13000 0.01 0 0 0 0.00
41 Ashok Kapur 40170 0.02 0 0.00 40170 0.02 0 0 0 0.00
42 Rajeev Khanna 18240 0.01 0 0.00 18240 0.01 0 0 0 0.00
43 Bhupinder Singh Kanwar 41375 0.02 0 0.00 41375 0.02 0 0 0 0.00
44 Padma N Rao 25600 0.01 0 0.00 25600 0.01 0 0 0 0.00
45 Essel Marketing (P) Ltd. 4026889 1.66 0 0.00 4026889 1.66 0 0 0 0.00
46 Rajeev Khanna Tradelinks LLP 290624 0.12 0 0.00 290624 0.12 0 0 0 0.00
Total 22023360 9.06 24000 0.11 21804860 8.97 24000 0.11 -218500 -0.09

(iii) Change in Promoters’ Shareholding

Sl. No. Shareholder’s Name

Shareholding

Date* Increase/ (Decrease) Reason

Cumulative Shareholding during the year (1st April 2015 to 31st March 2016)

No. of Shares at the beginning (1st April 2015)/ end of the year (31st March 2016) % of total shares of the company# No. of shares % of total shares of the company#
1 Sanjay Labroo 15476121 6.37 01.04.2015
13.04.2015 35000 Transfer 15511121 6.38
18.06.2015 18500 Transfer 15529621 6.39
25.06.2015 15000 Transfer 15544621 6.39
14.03.2016 143620 Transfer 15688241
15688241 6.45 31.03.2016
2 Samir Kumar 18500 0.01 01.04.2015 0.00
18.06.2015 -18500 Transfer

0

0.00

0

0.00

31.03.2016

0.00

3 Tarun R Tahiliani 630148 0.26 01.04.2015
25.06.2015 -15000 Transfer 615148 0.25
615148 0.25 31.03.2016
4 Sushma Aggarwal 170000 0.07 01.04.2015
0.00 13.04.2015 -35000 Transfer 135000 0.06
135000 0.06 31.03.2016
5 Krishna C. Tiku 186189 0.08 01.04.2015
30.10.2015 -1000 Transfer 185189 0.08
25.12.2015 -2000 Transfer 183189 0.08
183189 0.08 31.03.2016
6 Ashok Kanhayalal Monga 80000 0.03 01.04.2015
25.12.2015 -5000 Transfer 75000 0.03
08.01.2016 -15000 Transfer 60000 0.02
15.01.2016 -10000 Transfer 50000 0.02
50000 0.02 31.03.2016
7 Keshub Mahindra 1941546 0.80 01.04.2015
0.00 16.02.2016 -350000 Transfer 1591546 0.65
1591546 0.65 31.03.2016
8 Nisheeta Labroo 367086 0.15 01.04.2015
0.00 16.02.2016 350000 Transfer 717086 0.29
717086 0.29 31.03.2016
9 Bharat Roy Kapur 608000 0.25 01.04.2015
14.03.2016 -133000 Transfer 475000 0.20
475000 0.20 31.03.2016

*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)

Sr.

No.

Shareholder's Name

Shareholding

Date* Increase/

(Decrease)

Reason

Cumulative Share holding during the year (1st April 2015 to 31st March 2016)

No. of Shares at the beginning (1st April 2015)/ end of the

year (31st March 2016)

% of total shares of the company No. of shares % of total shares of the company
1 Nemish S Shah 11119635 4.57 01.04.2015 31.03.2016 0 Nil movement during the year 11119635 4.57
2 Gagandeep Credit Capital 7800000 3.21 01.04.2015 0 Nil movement during the year 7800000 3.21
Private Limited 31.03.2016
3 Hiten Anantrai Sheth 6000000 2.47 01.04.2015 0 Nil movement during the year 6000000 2.47
31.03.2016
4 Sudarshan Securities 5158248 2.12 01.04.2015 0.00
Private Limited 10.07.2015 -5158248 Transfer 0 0.00
0 31.03.2016
5 Amrit Petroleums Pvt. Ltd. 0 0.00 01.04.2015 0.00
10.07.2015 5158248 Transfer 5158248 2.12
5158248 31.03.2016
6 MayankJashwantlal Shah 5071000 2.09 01.04.2015
14.08.2016 -2000000 Transfer 3071000 1.26
3071000 1.26 31.03.2016
7 Anuj Anantrai Sheth 4252813 1.75 01.04.2015 0 Nil movement 4252813 1.75
31.03.2016 during the
year
8 Anvil Share & Stock 2432604 1.00 01.04.2015
Broking Pvt. Ltd. 17.04. 2015 -5000.00 Transfer 2427604.00 1.00
01.05. 2015 1000 Transfer 2428604.00 1.00
08.05. 2015 105100 Transfer 2533704.00 1.04
15.05. 2015 2911 Transfer 2536615.00 1.04
15.05. 2015 -100000 Transfer 2436615.00 1.00
22.05. 2015 -8011 Transfer 2428604.00 1.00
29.05. 2015 8300 Transfer 2436904.00 1.00
05.06. 2015 -4400 Transfer 2432504.00 1.00
12.06. 2015 3463 Transfer 2435967.00 1.00
19.06. 2015 -8363 Transfer 2427604.00 1.00
24.06. 2015 3500 Transfer 2431104.00 1.00
30.06. 2015 -3500 Transfer 2427604.00 1.00
03.07. 2015 1000 Transfer 2428604.00 1.00
10.07. 2015 -1000 Transfer 2427604.00 1.00
17.07. 2015 171993 Transfer 2599597.00 1.07
24.07. 2015 -168793 Transfer 2430804.00 1.00
31.07. 2015 -2200 Transfer 2428604.00 1.00
07.08. 2015 -1000 Transfer 2427604.00 1.00
14.08. 2015 -20750 Transfer 2406854.00 0.99
21.08. 2015 20750 Transfer 2427604.00 1.00
28.08. 2015 3000 Transfer 2430604.00 1.00
04.09. 2015 -3000 Transfer 2427604.00 1.00
11.09. 2015 6190 Transfer 2433794.00 1.00
18.09.2015 -4803 Transfer 2428991.00 1.00
25.09.2015 -1187 Transfer 2427804.00 1.00
30.09.2015 -200 Transfer 2427604.00 1.00
09.10.2015 298 Transfer 2427902.00 1.00
16.10. 2015 683 Transfer 2428585.00 1.00
23.10.2015 5775 Transfer 2434360.00 1.00
30.10.2015 -5756 Transfer 2428604.00 1.00
13. 11. 2015 88418 Transfer 2517022.00 1.04
20.11 2015 -80382 Transfer 2436640.00 1.00
27.11. 2015 -4345 Transfer 2432295.00 1.00
04.12.2015 3749 Transfer 2436044.00 1.00
11.12.2015 -2768 Transfer 2433276.00 1.00
18.12.2015 -46434 Transfer 2386842.00 0.98
25.12. 2015 41887 Transfer 2428729.00 1.00
31.12.2015 1345 Transfer 2430074.00 1.00
08.01.2016 18681 Transfer 2448755.00 1.01
15.01.2016 -19660 Transfer 2429095.00 1.00
22.01.2016 869 Transfer 2429964.00 1.00
29.01.2016 -2360 Transfer 2427604.00 1.00
05.02.2016 10596 Transfer 2438200.00 1.00
12.02.2016 31060 Transfer 2469260.00 1.02
19.02.2016 -11028 Transfer 2458232.00 1.01
26.02.2016 -30628 Transfer 2427604.00 1.00
18.03.2016 1000 Transfer 2428604.00 1.00
25.03.2016 14839 Transfer 2443443.00 1.01
31.03. 2016 -15839 Transfer 2427604.00 1.00
2427604 1.00 31.03.2016
9 Nemish S Shah 2401632 0.99 01.04.2015
31.03.2016 961551 Transfer 3363183 1.38
3363183 1.38 31.03.2016 0
10 Wise Trading And Advisory 2400000 0.99 01.04.2015 0 Nil movement 2400000 0.99
Private Limited 31.03.2016 during the
11 KarishmaVinodShah 2187500 0.90 01.04.2015
27.11.2015 -94706 Transfer 2092794 0.86
31.12.2015 -200000 Transfer 1892794 0.78
1892794 31.03.2016

*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:

Sr. No. Shareholder's Name

Shareholding

Date Increase/ (Decrease) Reason

Cumulative Shareholding during the year (1st April 2015 to 31st March 2016)

No. of Shares at the beginning (1st April 2015)/ end of the year (31st March 2016) % of total shares of the company No. of shares % of total shares of the company
1 B M Labroo 13783920 5.67 01.04.2015 31.03.2016 0 NIL movement during the year 13783920 5.67
2 Sanjay Labroo 15476121 6.37 01.04.2015
13.04.2015 35000 Transfer 15511121 6.38
18.06.2015 18500 Transfer 15529621 6.39
25.06.2015 15000 Transfer 15544621 6.39
14.03.2016 143620 Transfer 15688241
15688241 6.45 31.03.2016
3 Masaru Omae 0 0.00 01.04.2015 31.03.2016 0 NIL. Holding/ movement during the year 0 0.00
4 Masahiro Takeda 0 0.00 01.04.2015 31.03.2016 0 NIL. Holding/ movement during the year 0 0.00
5 Kenichi Ayukawa 0 0.00 01.04.2015 31.03.2016 0 NIL. Holding/ movement during the year 0 0.00
6 Masakazu Sakakida 0 0.00 01.04.2015 31.03.2016 0 NIL. Holding/ movement during the year 0 0.00
7 Rahul Rana 15200 0.01 01.04.2015 31.03.2016 0 NIL movement during the year 15200 0.01
8 Gautam Thapar 85120 0.04 01.04.2015 31.03.2016 0 NIL movement during the year

85120

0.04

9 Gurvirendra Singh Talwar 0 0.00 01.04.2015 31.03.2016 0 NIL. Holding/ movement during the year 0 0.00
10 Shradha Suri 0 0.00 01.04.2015 31.03.2016 0 NIL. Holding/ movement during the year 0 0.00
11 Shailesh Agarwal 8000 0.00 01.04.2015
01.05.2015 2000 Transfer 10000
29.05.2015 -4450 Transfer 5550 0.00
5550 0.00 31.03.2016
12 Gopal Ganatra 0 0.00 01.04.2015 31.03.2016 0 NIL. Holding/ movement during the year 0 0.00

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/ accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 103926 37831 - 141757
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - 660
Total (i+ii+iii) 103926 37831 - 142417
Change in Indebtedness during the financial year
Additions 5694 - - 5694
Reduction 15809 - 15809
Net Change 5694 15809 - (10115)
Indebtedness at the end of the financial year
i) Principal Amount 109620 22022 - 131642
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - 527
Total (i+ii+iii) 109620 22022 - 132169

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Remuneration to Managing Director Whole-time Directors and/ or Manager:

(? in Lakhs)
Sl. No Particulars of Remuneration

Name of the MD/ WTD/ Manager

Total Amount
1 Gross salary Mr. Sanjay Labroo MD & C.E.O. Mr. Masaru Omae Dy.MD& C.T.O. (Auto)
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 162.75 14.52 177.27
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 34.87 12.19 47.06
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961

-

-

-

2 Stock option - - -
3 Sweat Equity - -
4 Commission 85.25 - 85.25
as % of profit - -
others (specify) - -
5 Others please specify - -
Total (A) 282.87 26.71

 

Ceiling as per the Act 1606.72 (being 10% of the Net Profit of the Company calculated as per Section 198 of the companies Act 2013)
B) Remuneration to other directors:-
(? in Lakhs)

 

Sl. Name of Director No Fee for attending board & committee meetings Commission# Others Total Amount
1 Independent Directors
Mr. S. Kapur* Nil Nil -
Mr. M. Sakakida 0.80 4.41 -
Mr. G. Thapar 1.40 4.41 -
Mr. R. Rana

Nil

4.41

-

Ms. S. Suri 1.40 4.41 -
Mr. G. S. Talwar 0.40 4.41 -
TOTAL (1) 4 22.05

 

Sl. Name of Director No Fee for attending board & committee meetings Commission# Others Total Amount
2 Non - Executive/ Promoter Directors:
Mr. B. M. Labroo 0.80 4.41
Mr. K. Ayukawa 0.20 4.41
Mr. M. Takeda 0.80 4.41
TOTAL (2) 1.80 13.23
Total (B)=(1 + 2) 5.80 35.28

 

Ceiling as per the Act 160.67 (being 1% ofthe Net Profit ofthe Company calculated as per Section 198 of the companies Act 2013)

* 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:

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority (RD/ NCLT/ Court) Appeal made if any (give details)
A. COMPANY
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty
Punishment NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding

 

On behalf of the Board of Directors
Asahi India Glass Ltd.
B. M. Labroo
Place : Gurgaon Chairman
Dated : 24th May 2016 DIN:00040433

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