Asahi India Glass Ltd.
|BSE: 515030||Sector: Industrials|
|NSE: ASAHIINDIA||ISIN Code: INE439A01020|
|BSE 11:18 | 05 Aug||352.90||
|NSE 11:09 | 05 Aug||353.00||
|Mkt Cap.(Rs cr)||8,579|
|Mkt Cap.(Rs cr)||8579.00|
Asahi India Glass Ltd. (ASAHIINDIA) - Director Report
Company director report
To the Members
The Directors are pleased to present their 35th Report alongwith the financial results of the Company for the year ended 31st March 2020.
The Company's financial performance for the year ended 31stMarch 2020 is summarized below:
*excluding exceptional items.
FY 2019-20 has been a tough year for AIS due to slowdown in autosegments. Financial and operational performances have largely been close to budgets. YourCompany managed to implement its plans and executed them more efficiently to post betterfinancial results.
The net turnover of the Company stood at ' 259926 Lakhs in FY2019-20 as against ' 285851 Lakhs in 2018-19. Operating Profit has decreased14.26% from ' 54078 Lakhs in the previous year to ' 46366 Lakhs in FY2019-20. The Company posted a profit (PAT) of ' 15991 Lakhs in FY 2019-20 againstprofit of ' 19007 Lakhs in the previous financial year.
A detailed analysis of Company's operations in terms of performance inmarkets business outlook risks and concerns forms part of the Management Discussion andAnalysis a separate section to this Annual Report.
Change in the nature of business
During the year under review there has been no change in the nature ofbusiness of the Company.
Between the end of financial year and date of report Covid-19 pandemicand subsequent nation-wide lock down has the effect on business like significant drop indemand decline in profitability liquidity concerns and others which may haveimplications on the financials of next year. However your Company is learning from thepandemic experience and will make this new normal by energizing the entire company toachieve higher productivity.
During the year there was no change in the Company's authorisedissued subscribed and paid-up equity share capital.
Subsidiaries and Associates
Pursuant to Section 129 and other applicable provisions if any of theCompanies Act 2013 a separate statement containing salient features of financialstatements of all subsidiaries and associates of your Company forms part of the financialstatements.
The financial statements of subsidiaries & associate Companies andrelated information are available for inspection by Members at the Corporate Office of AISas well as Registered Office of respective subsidiary and associate companies duringbusiness hours on all days except Saturdays Sundays and public holidays upto the date ofAnnual General Meeting (AGM) to any shareholder on demand in accordance with theprovisions of Section 136 of Companies Act 2013.
In terms of provisions under Section 136 of the Companies Act 2013the audited financial statements including the consolidated financial statementsfinancial statements of subsidiaries and all other relevant documents required to beattached to this report have been uploaded on website of the Company www.aisglass.com. Areport on the performance and financial position of each of the subsidiary and associatecompanies as per Companies Act 2013 is provided as Annexure to the consolidated financialstatements in the prescribed Form AOC-1. During the Financial Year 2019-20 ScopfyComponents Pvt. Ltd. ceased to become Associate and Timex Group Precision Engineering Ltd.became Associate of the Company. No other Company has become or ceased to be SubsidiaryJoint Venture or Associate of the Company.
Pursuant to Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 as amended (hereinafter referred to as"Listing Regulations") the Company has formulated and duly updated a policy fordetermining material subsidiaries. This policy is available on the
Company's website and may be accessed through the link https://www.aisalass.com/policv/Policv for Determining Material Subsidiaries.pdf.
Your Directors take pleasure in reporting the following awards andrecognitions received by your Company during the year:
Management Discussion and Analysis
Pursuant to Regulation 34 of the Listing Regulations the ManagementDiscussion and Analysis Report for the year under review forms part of this Annual Report.
Your Directors declared Interim Dividend of ' 1 (100%) perequity share of face value of ' 1 each for the Financial Year 2019-20.
The total dividend for the Financial Year was ' 2431 Lakhs andDividend Distribution Tax was ' 495 Lakhs. In view of the Covid-19 Pandemic itsimpact on year end financials preservation of cash flow due to pandemic your Directorsrecommend to confirm the interim dividend as final dividend for Financial Year ended 31stMarch 2020.
In accordance with Regulation 43A of the Listing Regulations theCompany has formulated a 'Dividend Distribution Policy. The Policy is available on theCompany's website www.aisglass.com and forms part of this report as "AnnexureA".
The Board has not proposed to carry any amount to Reserves.
During the FY 2019-20 your Company has not accepted any deposits
within the meaning of Section(s) 73 and 76 of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014 and as such no amount ofprincipal or interest was outstanding as on date of the Balance Sheet.
Consolidated Financial Statements
In accordance with the Companies Act 2013 and the applicableAccounting Standards the Consolidated Financial Statements of AIS are provided in theAnnual Report.
Your Company is in strict compliance with the Corporate Governancerequirements except as provided under Corporate Governance Section of Annual Report. Aseparate report on Corporate Governance along with the General Shareholders Informationas prescribed under Regulation 34 of Listing Regulations is annexed as a part of theAnnual Report along with the Auditor's Certificate on Corporate Governance.
Your Company has been conducting business from an Environmental Socialand Governance ("ESG") perspective that not only delivers long-term shareholdervalue but also benefits the society. The Business Responsibility Report as per Regulation34 of the Listing Regulations is annexed and forms an integral part of the Annual Report.
During the FY 2019-20 under review industrial relations in the Companycontinued to be largely cordial and peaceful.
Extract of Annual Return
The details forming part of the extract of the Annual Return in FormMGT-9 in accordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 is available on Company's websitewww.aisglass.com and can be accessed through linkhttps://www.aisglass.com/extract-annual-return.
Particulars of Loans Guarantees or Investments
Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars ofloans guarantees and investments under the provisions of Section 186 of the CompaniesAct 2013 as at the end of Financial year 2019-20 are given at note nos. 4 and 5 of theStandalone Financial Statements.
Meetings of the Board and its Committees
The details in respect of the number of Board and Committees meetingsof your Company are set out in the Corporate Governance Report which forms part of theAnnual Report.
Audit & Risk Management Committee
Pursuant to the provisions of Section 177 of Companies Act 2013 theAudit & Risk Management Committee consists of three Independent Directors - Mr. RahulRana as Chairman and Mr. Yoji Taguchi & Ms. Shradha Suri as Members as on 31stMarch 2020.
Board of Directors of the Company has duly accepted the recommendationsof Audit & Risk Management Committee during FY 2019-20. Detailed disclosure in respectof Audit & Risk Management Committee is in Corporate Governance Report of the Companywhich forms part of Annual Report.
Vigil Mechanism/ Whistle Blower Policy
The Company has established a Vigil Mechanism/ Whistle Blower Policy.The purpose of this mechanism is to provide a framework to report concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct orethics policy and provide adequate safeguards against victimization of the person availingthis mechanism. The Policy is available on Company's website at www.aisglass.com/policieswhich has been appropriately communicated within the organisation and is effectivelyoperational. The policy provides mechanism whereby whistle blower may send protecteddisclosures at firstname.lastname@example.org and in exceptional cases directly to theChairman of Audit & Risk Management Committee.
AIS has developed and implemented a Risk Management Policy to identifyand mitigate key risks that may threaten the existence of the Company. It lays down broadguidelines for timely identification assessment and prioritisation of risks affecting theCompany.
Internal Financial Controls
Your Company has put in place adequate internal financial controls withreference to financial statements. Such system has been designed to provide for
Adoption of accounting policies in line with applicableaccounting standards;
Uniform accounting treatment is prescribed to the subsidiariesof your Company;
Proper recording of transactions with internal checks andreporting mechanism; and
Compliance with applicable statutes policies managementpolicies and procedures.
The management of your Company periodically reviews the financialperformance against the approved plans across various parameters and takes necessaryaction wherever required.
Your Company has its own Internal Audit department with qualifiedprofessionals which carries out periodic audits of all locations and functions. Theobservations arising out of the internal audits are periodically reviewed and its summaryalong with corrective action plans if any are submitted to top management and Audit& Risk Management Committee for review comments and directions.>
Directors and Key Managerial Personnel Appointments Re-appointmentsand Resignations
During the year under review the following changes took place in theBoard of your Company:
Ms. Shradha Suri (DIN: 00176902) Independent Director was appointedby the Members in their 30th Annual General Meeting held on 5thAugust 2015 for a term of 5 (five) consecutive years. The Board of Directors recommendsre-appointment of Ms. Shradha Suri in the capacity of Independent Director to hold officeup to 5 (five) consecutive years with effect from 1st April 2020 in terms ofthe provisions of Section(s) 149 152 and other applicable provisions if any of theCompanies Act 2013 read with Schedule IV Companies (Appointment and Qualification ofDirectors) Rules 2014 and Regulation 17 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations").
In accordance with the provisions of Section(s) 149 152 and otherapplicable provisions if any of the Companies Act 2013 read with Companies(Appointment and Qualification of Directors) Rules 2014 Mr. Satoshi Ogata (DIN:08068218) and Mr. Masahiro Takeda (DIN: 07058532) Directors are liable to retire byrotation at the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment.
Statement of Board of Directors
The Board of Directors of the company are of the opinion that all theIndependent Director of the company appointed / reappointed during the year possessintegrity relevant expertise and experience required to best serve the interest of thecompany.
Declaration of Independence
Your Company has received declaration from all the IndependentDirectors confirming that they meet the criteria of Independence as prescribed underSection 149(6) of Companies Act 2013 read with Schedules and Rules made thereunder aswell as Regulations 16 & 25 of the Listing Regulations. The details of thefamiliarization programme along with format of the letter of appointment provided to theIndependent Directors at the time of appointment outlining his / her role functionsduties and responsibilities have been uploaded on the website of the Company and may beaccessed through the link: https://www.aisglass.com/policy/familiarisation programmes forIndependent Directors.pdf.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Directorshereby state and confirm that:
(a) in the preparation of the annual accounts the applicableAccounting Standards and Schedule III of the Companies Act 2013 have been followed alongwith proper explanation relating to material departures;
(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2020 and of the profit and loss of the Company for the Financial Year ended 31stMarch 2020;
(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls laid down by the Directors werefollowed by the Company and that such internal financial controls are adequate andoperating effectively; and
(f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
Statement indicating the manner in which formal annual evaluation hasbeen done
In terms of provisions of Companies Act 2013 and Regulation 17 of theListing Regulations the Board has carried out the annual evaluation of its ownperformance and that of its Directors individually. The evaluation criteria as laid downby the Nomination and Remuneration Committee included various aspects of functioning ofthe Board such as composition process and procedures including adequate and timelyinformation attendance delegation of responsibilities decision-making roles andresponsibilities including monitoring benchmarking feedback stakeholder relationshipand Committees.
The performance of individual Directors including the Chairman wasevaluated on various parameters such as knowledge and experience interest ofstakeholders time devoted etc. The evaluation of Independent Directors was based onaspects like participation in and contribution to the Board decisions knowledge &experience and judgment.
Particulars of Remuneration
The information as required in accordance with Section 197(12) of theCompanies Act 2013 read with Rule 5(1) the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 as amended may be obtained by any Member by writing tothe Company Secretary at the registered office or the corporate office of the Company.However as per the provisions of Section 136 of the Companies Act 2013 the Report alongwith financial statements are being sent to all Members of the Company excluding theaforesaid information.
The Company recognizes and embraces the importance of a diverse Boardin its success. We believe that a truly diverse Board will leverage differences inthought perspective knowledge skill regional and industry experience cultural andgeographical background age and gender which will help us in retaining our competitiveadvantage. Your Board comprises of experts in the field of Finance Law CorporateGovernance Management and Leadership skills and also has a Woman Director on the Board.
Nomination and Remuneration Policy
The Nomination & Remuneration Policy as approved by the Board onrecommendation of the Nomination & Remuneration Committee is available on website ofthe Company www.aisglass. com and can be accessed through link https://www.aisglass.com/policies.
Corporate Social Responsibility
In compliance with Section 135 of the Companies Act 2013 read with theRules made thereunder the Company has formed Corporate Social Responsibility("CSR") Committee. The policy on Corporate Social Responsibility as approved bythe Board of Directors is uploaded on the website of the Company www.aisglass.com.
The CSR Committee has adopted a CSR Policy in accordance with theprovisions of Section 135 of the Companies Act 2013 and rules made thereunder. Thedetails of the CSR initiatives undertaken by the Company during the FY 2019-20 in theprescribed format are annexed as "Annexure B"'.
Internal Complaints Committee
The Company has in place a Policy on Prevention of Sexual Harassment atWorkplace in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and rules framed thereunder.
During the period under review no complaints were received by theInternal Complaints Committee established under the Policy for Prohibition Prevention andRedressal of Sexual Harassment of Women at Workplace of the Company.
Related Party Transactions
With reference to Section 134(3)(h) of the Companies Act 2013 alltransactions entered by the Company during FY 2019-20 with related parties were in theordinary course of business and on arm's length basis.
During the year under review the Company has not entered into anycontract / arrangement / transaction with related parties as per Section 188(1) of theAct which could be considered material transaction (i.e. transaction exceeding 10% ofannual consolidated turnover as per last audited financial statements) and since all the
related party transactions entered by the company during theaccountsand records. The Board of Directors of your company on financial year were at arm's lengthbasis and in ordinary courserecommendation of the Audit & Risk Management Committeehas of business. The details of the related party transactions enteredappointed M/s. AjayAhuja Associates Cost Accountants as the during the year are provided in the accompanyingfinancialCost Auditor of the Company for the FY 2020-21. statements.
Your Company has received consent from M/s. Ajay Ahuja & TheCompany has formulated a policy on Related Party TransactionsAssociates Cost Accountantsto act as the Cost Auditor of your which is available at the website and can be accessedthroughCompany for the FY 2020-21 along with a certificate confirming linkhttps://www.aisglass.com/policy/Policy_on_Related_Party_their independence.
Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo
The information relating to conservation of energy technologyabsorption and foreign exchange earnings and outgo as required under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isannexed as "Annexure C" to this Report.
Compliance of Secretarial Standards
Pursuant to provisions of Section 118 of the Act the Company hascomplied with the applicable provisions of the Secretarial Standards issued by the"The Institute of Company Secretaries of India" and notified by Ministry ofcorporate Affairs.
Auditor and Auditors' Report Statutory Auditors
M/s. VSSA & Associates Chartered Accountants (Firm RegistrationNo. 012421N) were appointed as Statutory Auditors of AIS for a term of 5 (five)consecutive years from conclusion of 32nd Annual General Meeting till theconclusion of 37th Annual General Meeting. Your Company has receivedconfirmation from M/s. VSSA & Associates regarding their eligibility under Sections139 and 141 of the Companies Act 2013 read with Companies (Accounts) Rules 2014. Asrequired under Regulation 33 of the Listing Regulations the Auditors have also confirmedthat they hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India. The Auditors reports for the financial year 2019-20 do notcontain any qualification or reservation or adverse remark.
Further no fraud was reported by the auditors of the Company underSection 143(12) of the Companies Act 2013.
Your Company had appointed M/s. Ajay Ahuja & Associates CostAccountants (Firm Registration No. 101142) as the Cost Auditors of your Company for FY2019-20 to conduct audit of cost records of the Company. Cost Audit Report for the FY2019-20 shall be filed with Ministry of Corporate Affairs.
As per Section 148 and other applicable provisions if any of theCompanies Act 2013 read with Companies (Audit and Auditors) Rules 2014 your Company isrequired to maintain cost
In accordance with the provisions of Section 204 of the Companies Act2013 read with the Companies (Appointment 'and Remuneration of Managerial Personnel)Rules 2014 your Company had appointed Mr. Sundeep Kumar Parashar FCS 'CompanySecretary in Practice and proprietor of M/s. SKP & Co. Company Secretaries toconduct the Secretarial Audit of your Company for FY 2019-20. The Secretarial Audit Reportfor FY 2019-20 is annexed herewith as "Annexure D" to this Report. TheObservations made by the Secretarial Auditor have been ^noted by the Board. The Board istrying its best to find and appoint .a suitable Independent Director at the earliest.
Annual Secretarial Compliance
The Company has undertaken an audit for the financial year 2019-20 forall applicable compliance as per SEBI Regulations and Circulars / Guidelines issuedthereunder. The Annual Secretarial 'Compliance Report has been submitted to StockExchanges within
'60 days of end of financial year.
Significant and Material Orders of Regulators or Courts or Tribunals
No significant and material order was passed by Regulators or Courtsor Tribunals during the year under review impacting the 'going concern status of yourCompany and its future operations.
The Board hereby places on record its sincere appreciation for thecontinued assistance and support extended to the Company by its collaborators customersbankers vendors Government authorities and employees.
Your Directors acknowledge with gratitude the encouragement and supportextended by our valued Shareholders.