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Triveni Glass Ltd.

BSE: 502281 Sector: Industrials
NSE: TRIVENSHET ISIN Code: INE094C01011
BSE 15:41 | 22 Mar 10.01 -0.29
(-2.82%)
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NSE 05:30 | 01 Jan Triveni Glass Ltd
OPEN 10.00
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VOLUME 4750
52-Week high 17.85
52-Week low 8.60
P/E 5.62
Mkt Cap.(Rs cr) 13
Buy Price 10.00
Buy Qty 500.00
Sell Price 10.74
Sell Qty 200.00
OPEN 10.00
CLOSE 10.30
VOLUME 4750
52-Week high 17.85
52-Week low 8.60
P/E 5.62
Mkt Cap.(Rs cr) 13
Buy Price 10.00
Buy Qty 500.00
Sell Price 10.74
Sell Qty 200.00

Triveni Glass Ltd. (TRIVENSHET) - Director Report

Company director report

Dear Stakeholders

The Board of Directors of Your Company hereby present the 47th Annual Reportfor the Financial Year ended on 31st March 2018 together with the AuditedStatement of Accounts for the said Financial Year.

FINANCIAL RESULTS

Financial summary for the Year ended on 31st march 2018 is given below(IND-AS Format): (Figs in Rs. Lacs)

PARAMETERS F.Y. 2017-18 F.Y. 2016-17
Revenue from operations 6568.18 7505.78
Other Income 632.68 247.08
Total Income 7200.86 7752.86
Expenditure 6711.67 6990.32
PBIDT 489.19 762.54
Depreciation 74.53 72.68
Interest 298.08 253.81
Net Profit / Loss 116.58 436.05
Exceptional items 396.57 555.49
Net profit from ordinary Activities 513.15 991.54
EPS 4.07 7.86

Financial Performance

The financial performance of the company in the year 2017-18 under review reported adecline in the sales turnover which stood at Rs 6568.18 lakh against Rs. 7505.78 lakhwhich is a drop of 12.49%. The sales suffered mainly on account of prices having droppedduring demonetization which did not recover fully until the latter part of the yearleaving its impact on the sales turnover. Added to the problem of prices were the highcost of furnace oil which had to be used as Gail failed to supply the required quantityadding to the losses of an amount of Rs 140 lakh. There were some increase in the otherinput cost like packing because of an increase of about 14% in prices of wood. Lastly theplants were scheduled for repairs hence the plants could not achieve the targeted yield.GII plant was finally taken for repairs at the end of the financial year. Because of theabove mentioned factor the production during the year was 138.63 lakh square meter on 1mm basis as against 178.12 lakh square meter last year a drop of 22% . Similarly thesales also dropped to 144.02 lakh square meter on 1 mm basis as against 175.88 lakh squaremeter last year a drop of 18%. Exports also reported a marginal drop in the salesturnover from Rs 256.58 lakhs to Rs 240.12 lakh. The value added frosted glass showed animpressive growth from Rs 109.90 lakh to Rs 248.99 lakh. The company was able to finishwith a bottom line of Rs 513.15 lakh as against Rs 991.54 lakhs like the previous yearwherein again the main contribution came from write back of interest over provided in thebooks and other income. Hence there was operating loss during the year.

PRODUCTION & SALES

Production

The production figures for the Financial Year is as follows (Figure in Lac Sq. mtr.)

Product Location Financial Year 2018 Financial Year 2017
Figured & Wired Glass Rajahmundry 138.63 178.12

Production was lower due to closure of GII plant for more than two months and loweryield due to the plants being due for repairs.

Sales

The sales during the year were good as the company was able to sell nearly its fullproduction.

(Figures in lacs Sq. Mtr)
Product Financial Year-2018 Financial Year-2017
Figured & Wired Glass 144.02 175.88

CAPITAL EXPENDITURE:

The company incurred a capital expenditure of Rs. 305.89 lakhs during the year whichwas mainly on account of refurbishing GII plant and building a RCC overhead water tank.

COST REDUCTION & PRODUCTIVITY IMPROVEMENT

Your Company has in place appropriate systems to monitor cost incurred in differentareas of operation. Several initiatives have been taken to further reduce cost at alllevels of operation at Rajahmundry Plant wherein significant savings in manpower andenergy costs have been achieved.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs. 200000000 and Subscribed &Paid up share capital is Rs. 126194340. There was no change in the share capital duringthe year under review.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

ANNUAL RETURN

Information pursuant to Section 134 (3) (a) of the Companies Act 2013 the extract ofAnnual Return in Form MGT-9 as provided under sub section (3) of Section 92 is given inthe Annexure 1 to this Report.

DIRECTORS &THEIR MEETINGS

Information pursuant to Section 134 (3) (b) of the Companies Act 2013 the Board ofDirectors at present consists of Mr. Jitendra Kumar Agrawal Managing Director Mr. AnilKumar Dhawan Director (Finance) and Independent Directors namely Mr. Peeyush KumarKesharwani and Mrs Jyoti Agarwal. The details of Meetings of the Company held in the yearare given in Corporate Governance Compliance Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statements in terms ofSection 134(3)(e) of the Companies Act2013 i. In the preparation of annual accounts forthe financial year ended March 31 2018 the applicable accounting standards have beenfollowed along with proper explanation relating to material departures. ii. The Directorshave selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year ended on March 31st2018 and of the profit or loss of the Company for that period. iii. The Directors hadtaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities. iv. The Directors haveprepared the annual accounts on a going concern basis. v. The Directors have laid down anadequate system of internal financial control to be followed by the Company and that suchinternal financial controls are adequate and were operating efficiently and vi. TheDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors including audit of internal financial controls over financialreporting by the statutory auditors and reviews performed by the management and the auditcommittee the board is of the opinion that the Company s internal financial controls wereadequate and effective during the financial year 2017-18.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Statement pursuant to Section 134 (3) (d) of the Companies Act 2013 read with section149 (6) of Companies Act 2013 is given in the Annexures 23 & 4 to this Report.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

COMPANY S POLICY ON DIRECTOR S APPOINTMENT & REMUNERATION

Information pursuant to Section 134 (3) (e) of the Companies Act 2013 read withsubsection (3) of Section 178 is given under Corporate Governance Compliance Report.

AUDITORS &AUDITORS REPORT

The Auditors M/s. Sanjay Talwar & Associates Chartered Accountants are theexisting statutory Auditors of the Company. They have audited the financials of thecompany for the Financial Year 2017-18 and nil qualification has been observed. M/s.Sanjay Talwar & Associates Chartered Accountants were appointed as the statutoryauditors of the company for the period of five years to hold office from the conclusionof 46th Annual general meeting held in the year 2017 till the conclusion of the51st Annual general meeting to be held in the financial year 2022. (Asratification clause being omitted under the amendment act vide mca notification dated07.06.2018 hence no ratification is required).

COST AUDITOR'S DETAILS

The Central Government has approved the appointment of M/s Shishir Jaiswal & Co.Cost Accountants as Cost Auditors for conducting Cost Audit of the Company for theFinancial Year 2017-18. The due date for filing the Cost Audit Reports for the FinancialYear ended 31st March 2018 is 30th September 2018.

The due date for filing the Cost Audit Report of the Company for the Financial Yearended 31st March 2017 was 30th December 2017 and the Cost Audit Report was filed by theCost Auditor M/s Shishir Jaiswal & Co. Cost Accountants on 2nd August2017 in XBRL Mode as mandated by the Ministry of Corporate Affairs vide their circular no.8/2012 dated 10th May 2012.

SECRETARIAL AUDITORS

The Board of Directors of the Company have appointed Mr. Samarendra Roy PracticingCompany Secretary as the Secretarial Auditor of the Company for the financial year2017-18 in terms of Section 204 of the Companies Act 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. The Report of the Secretarial Auditis annexed herewith as Annexure 5 and forms an integral part of this Report. The commentsmentioned in Secretarial Audit Report are self-explanatory.

COMMENT ON AUDIT REPORT BY THE BOARD

The secretarial audit report by the secretarial auditor and the independent auditreport by the statutory auditors for the year ended 2017-18 does not contain anyqualification hence no further comments have been given by the Board and the said reportsare unanimously accepted and approved by the Board.

RELATED PARTY TRANSACTIONS

Information pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule8 of Companies (Accounts) Rule 2014 is given in the Annexure 6 and relevant related partytransaction policy is also presented in a separate section forming part of the AnnualReport.

LOANS GUARANTEES OR INVESTMENTS

Disclosure pursuant to Section 134(3) (g) of the Companies Act 2013 regarding Loansguarantees and investments covered under Section 186 of the Companies Act 2013 form partof the notes to the financial statements.

SUBSIDIARIES

Information pursuant to Rule 8 (5) of Companies (Accounts) Rule 2014 the company hasno subsidiary company joint ventures or Associates.

BOARD EVALUATION

Information pursuant to Section 134 (3) (p) of the Companies Act 2013 we at Trivenibelieve in striving and excelling against contenders not only through products andinitiatives but also through effective and efficient Board monitoring. As required underthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 an evaluation of all the directors the Board as a whole and itscommittees was conducted based on the criteria and framework adopted by the Board.

The details of the said evaluation has been enumerated in the Corporate GovernanceReport which is annexed to the Boards Report.

CHANGE IN NATURE OF BUSINESS

Information pursuant to Rule 8 (5) of Companies (Accounts) Rule 2014 there has beenno change in the nature of business of the Company. Your Company continues to be a pioneerglass company engaged in manufacturing with sales of patterned and frosted glass inmarkets across the globe.

SIGNIFICANT AND MATERIAL ORDERS

Information pursuant to Rule 8 (5) of Companies (Accounts) Rule 2014 there are nosignificant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and Company s operations in the future.

INTERNAL FINANCIAL CONTROL

Information pursuant to Rule 8 (5) of Companies (Accounts) Rule 2014 the Company haslaid down certain guidelines processes and structure which enables implementation ofappropriate internal financial controls across the organization. Such internal financialcontrols encompass policies and procedures adopted by the Company for ensuring the orderlyand efficient conduct of business including adherence to its policies safeguarding ofits assets prevention and detection of frauds and errors the accuracy and completenessof accounting records and the timely preparation of reliable financial information. Theseinclude control processes both on manual and IT applications including the ERP applicationwherein the transactions are approved and recorded. Appropriate review and controlmechanisms are built in place to ensure that such control systems are adequate and areoperating effectively. The Company has in all material respects an adequate internalfinancial controls system and such internal financial controls were operating effectivelybased on the internal control criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

PARTICULARS OF EMPLOYEES

The Statement containing ratio of remuneration paid to each director and the medianemployee remuneration and other details in terms of sub-section 12 of section 197 of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 form a part of this report. The Statement containingparticulars in terms of subsection 12 of section 197 of the Companies Act 2013 read withrule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 form a part of this report. Considering the first proviso to Section 136(1) ofthe Companies Act 2013 the Annual Report excluding the aforesaid information is beingsent to the members of the Company and others entitled thereto. The said information isavailable for inspection at the registered office of the Company during business hours onworking days of the Company up to the date of the ensuing Annual General Meeting. Anyshareholder interested in obtaining a copy thereof may write to the Company Secretary inthis regard.

FRAUD REPORTING BY AUDITORS

Information pursuant to Section 134 (3) (ca) of the Companies Act 2013 no such fraudhas been detected by the auditors to mention herein.

MATERIAL CHANGES AFFECTIG THE FINANCIAL POSITION OF THE COMPANY

Information pursuant to Section 134 (3) (l) of the Companies Act 2013 no materialchanges took place during the year which affects the financial position of the company.

COMMISSION TO MANAGING DIRECTOR AND WHOLE TIME DIRECTOR

Information pursuant to Section 194 (14) of the Companies Act 2013 no separatecommission is being paid to the said directors.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been placed on the Company s website www.triveniglassltd.com.The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as the WhistleBlower Policy for its Directors and employees to report instances of unethical behavioractual or suspected fraud or violation of the Company s Code of Conduct. The aim of thepolicy is to provide adequate safeguards against victimization of whistle blower whoavails of the mechanism and also provide direct access to the Chairman of the AuditCommittee in appropriate or exceptional cases. Accordingly Whistle Blower Policy hasbeen formulated with a view to provide a mechanism for the Directors and employees of theCompany to approach the Ethics Counselor or the Chairman of the Audit Committee of theCompany. The purpose of this policy is to provide a framework to promote responsible andsecure whistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention of sexual harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013 and rules made thereunder. There was no complaint on sexualharassment during the year under review.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request /grievance at the minimum. Priority is accorded to address all the issues raised by theshareholders and provide them a satisfactory reply at the earliest possible time. TheShareholders' Grievance Committee of the Board meets periodically and reviews the statusof the Shareholders' Grievances. The shareholders of the Company continue to be traded inelectronic forum and de-materialization exists with both the depositories viz. NationalSecurities Depository Limited and Central Depository Services (India) Limited.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company s shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

CORPORATE

Information pursuant to Section 134 (3) (i) of the Companies Act 2013 the status ofcompany s affairs are given below:

NOTICES & APPEALS

Debt Restructuring

The company was given a fresh OTS package by SASF on 05.01.2016 which was initiallyvalid for 3 months i.e. till 31.03.2016 but was subsequently extended till 31.12.2016however as on date it is still valid. The company has made payment of Rs 13.10 crores tillMarch 18. During the year 2017-18 the company was not able to make payment as percommitment due to drop in revenues on account of lingering effect of demonetizationbusiness was further affected on implementation of GST. Still a payment of Rs 390 lakhswas made during the year. SASF has asked the company vide Letter SASF/(TGL)/130 dated10.05.2017 to pay Rs 27.72 crores against which we have requested them to give us someconcessions in terms of reduction in rate of interest and waiver of all penal charges asour company being a sick company is entitled for these concessions. We are in discussionwith them both for reducing the interest amount and giving us further time for making thepayment. We have assured them that if we are able to sell off the Allahabad property thenwe will settle their dues immediately.

HUMAN RELATIONS

The Human relations of the company at Rajahmundry unit remained cordial during theyear.

ENVIRONMENT AND SAFETY

A lot of emphasis is placed on occupational environment health and safety of theemployees of the Company. Several steps have been taken to conserve water by recycling itinto useful purposes. A much greener environment has been created by using waste water andonly those plants have been planted which make the environment clean and dust free. TheCompany recognizes employees safety and is always inclined to improve on such standards.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry ofCorporate Affairs vide its circular no. 17/2011 dated 21st April 2011 allshareholders of the Company are requested to register their e-mail IDs with the Companyso as to enable the company to send all notices/ reports/documents/ intimations and othercorrespondences etc. through e-mails in the electronic mode instead of receiving physicalcopies of the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Listing Regulation with stock exchanges in India is presented in a separate sectionforming part of the Annual Report.

CORPORATE GOVERNANCE

As required under Chapter IV and Schedule V of the SEBI (Listing Obligations&Disclosure Requirements) Regulations 2015 with the Stock Exchanges Corporate Governanceas well as the Statutory Auditors Certificate regarding compliance of conditions ofCorporate Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessaryactions at appropriate times for meeting stakeholders expectations while continuing tocomply with the mandatory provisions of corporate governance and it has been the endeavorof your company to follow and implement the best practices of corporate governance inletter and spirit.

APPRECIATION

The Directors wish to place on record their deep thanks and gratitude to; a) TheCentral and the State Government as well as their respective Departments and DevelopmentAuthorities connected with the business of the Company the Bankers of the Company as wellas other Institutions for their co-operation and continued support.

b) The Shareholders Suppliers and the Contractors for the trust and confidence reposedin the company and to the Customers for their valued patronage. c) The Board also takesthis opportunity to express its sincere appreciation for the efforts put in by theofficers and employees at all levels in achieving the results and hopes that they willcontinue their sincere and dedicated endeavor towards attainment of better working resultsduring the current year.

RESERVE & SURPLUS

Information pursuant to Section 134 (3) (j) of the Companies Act 2013 is that theCompany has earned the profit during the current year of Rs 508.93 lacs as a result theaccumulated losses of the company decreased from Rs. 10108.09 lacs to Rs. 9599.16 lacs atthe end of the year 31.03.2018.Capital Reserves of the company stood a Rs. 221.86 lacs andSecurity Premium Account was Rs 4408.75 lacs.

DIVIDEND

Information pursuant to Section 134 (3) (k) of the Companies Act 2013 in the view ofhuge accumulated losses in the balance sheet of your company and considering the fact thatthe company at this stage of recovery from a sick company your directors are not in aposition to recommend any dividend for the financial year ending March 2018.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF

During the year no amount was due for transfer to IEPF.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134 (3) (m) of the Companies Act 2013 read with Rule8 of Companies (Accounts) Rule 2014 is given in the Annexure 7 to this Report.

RISK MANAGEMENT POLICY

Information pursuant to Section 134 (3) (n) of the Companies Act 2013 is given in theAnnexure 8 to this Report

CSR REPORT

Information pursuant to Section 134 (3) (o) of the Companies Act 2013 read with Rule8 of Companies (Accounts) Rule 2014 is given in the Annexure 9 and relevant Corporatesocial responsibility policy is also presented in a separate section forming part of theAnnual Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation toShareholders Bankers Institutions and Employees for their cooperation and support.

Regd. Off: 1 Kanpur Road By order of The Board of Directors of Triveni Glass Limited
Allahabad 211001 (U.P.) Sd/ Sd/
J.K. Agrawal A.K. Dhawan
Place: Allahabad Managing Director Director Finance
Date: 07.08.2018 DIN: 00452816 DIN: 00694401

ANNEXURE TO THE DIRECTOR REPORT FOR THE FINANCIAL YEAR ENDED ON 31st MARCH2018

ANNEXURE-2

To

The Members

Triveni Glass Limited

1 Kanpur Road Allahabad

Sub: Declaration of Independence under Companies Act 2013 & SEBI (ListingObligation & Disclosure Requirements) Regulations 2015

I Peeyush Kumar Kesharwani hereby certify that I am a Non-executive Director ofTriveni Glass Limited and comply with all the criteria of independent director envisagedunder Section 149 (6) and SEBI (Listing Obligation & Disclosure Requirements)Regulations 2015. I hereby certify that:

I. I am not and never have been in the past the promoter of the Company its holdingsubsidiary or associates Company. II. I am not related to promoters or Directors of theCompany its holding Subsidiary or associate Company; III. Apart from receiving directors remuneration in the form of sitting fee I do not have any material pecuniaryrelationships or transactions with the company its holding subsidiary or AssociateCompany or promoters and directors thereof in immediate past 2 financial Year and in thecurrent financial year; IV. None of my relatives has or had pecuniary relationship ortransaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two percent or more of its gross turnover or totalincome or fifty Lakh rupees during the two immediately preceding financial years orduring the current financial year; V. Neither I nor any of my relatives: (i) Holds or hasheld the position of key managerial personnel or is or has been employee of the company orits holding subsidiary or associate company in any of the immediately preceding threefinancial years (ii) is or has been an employee or proprietor or a partner in any of theimmediately preceding three financial years of (a) a firm of auditors or companysecretaries in practice or cost auditors of the company or its holding subsidiary orassociate company; or (b) any legal or a consulting firm that has or had any transactionwith the company its holding subsidiary or associate company amounting to ten per centor more of the gross turnover of such firm; (iii) is a Chief Executive Officer or Directorof any Non Profit organisation which receive 25% or more of its receipt from the Companyits holding Subsidiary or associates Company or its promoter or Director thereof orwhich holds two per cent. or more of the total voting power of the company. iv. holdtogether with the relatives 2% or more of the total voting power. v. I am not a materialsupplier service provider or customer or a lessor or lessee of the company; vi. I am notless than 21 year.

I undertake that I shall take prior approval of the Board of Directors if and when Ihave any such relationship or transaction whether material or not and if fail to do so Ishall cease to become an independent Director.

Date: 29.05.2018 Sd/
Place: Allahabad Peeyush Kumar Kesharwani
(Director)

ANNEXURE- 3

To

The Members

Triveni Glass Limited

1 Kanpur Road Allahabad

Sub: Declaration of Independence under Companies Act 2013 & SEBI (ListingObligation & Disclosure Requirements) Regulations 2015

I Jyoti Agarwal hereby certify that I am a Non-executive Director of Triveni GlassLimited and comply with all the criteria of independent director envisaged under Section149 (6) and SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015. Ihereby certify that:

I. I am not and never have been in the past the promoter of the Company its holdingsubsidiary or associates Company. II. I am not related to promoters or Directors of theCompany its holding Subsidiary or associate Company; III. Apart from receiving directors remuneration in the form of sitting fee I do not have any material pecuniaryrelationships or transactions with the company its holding subsidiary or AssociateCompany or promoters and directors thereof in immediate past 2 financial Year and in thecurrent financial year; IV. None of my relatives has or had pecuniary relationship ortransaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two percent or more of its gross turnover or totalincome or fifty Lakh rupees during the two immediately preceding financial years orduring the current financial year; V. Neither I nor any of my relatives: i. Holds or hasheld the position of key managerial personnel or is or has been employee of the company orits holding subsidiary or associate company in any of the immediately preceding threefinancial years ii. is or has been an employee or proprietor or a partner in any of theimmediately preceding three financial years of a) a firm of auditors or companysecretaries in practice or cost auditors of the company or its holding subsidiary orassociate company; or b) any legal or a consulting firm that has or had any transactionwith the company its holding subsidiary or associate company amounting to ten per centor more of the gross turnover of such firm;

iii. is a Chief Executive Officer or Director of any Non Profit organisation whichreceive 25% or more of its receipt from the Company its holding Subsidiary orassociates Company or its promoter or Director thereof or which holds two per cent. ormore of the total voting power of the company. iv. hold together with the relatives 2% ormore of the total voting power. v. I am not a material supplier service provider orcustomer or a lessor or lessee of the company; vi. I am not less than 21 year.

I undertake that I shall take prior approval of the Board of Directors if and when Ihave any such relationship or transaction whether material or not and if fail to do so Ishall cease to become an independent Director.

Date: 29.05.2018 Sd/
Place: Allahabad Jyoti Agarwal
(Director)

ANNEXURE- 4

To

The Members

Triveni Glass Limited

1 Kanpur Road Allahabad

Sub: Declaration of Independence under Companies Act 2013 & SEBI (ListingObligation & Disclosure Requirements) Regulations2015

I Abhishek Jain hereby certify that I am a Non-executive Director of Triveni GlassLimited and comply with all the criteria of independent director envisaged under Section149 (6) and SEBI (Listing Obligation & Disclosure Requirements) Regulations2015. Ihereby certify that: VI. I am not and never have been in the past the promoter of theCompany its holding subsidiary or associates Company. VII. I am not related to promotersor Directors of the Company its holding Subsidiary or associate Company; VIII. Apartfrom receiving director s remuneration in the form of sitting fee I do not have anymaterial pecuniary relationships or transactions with the company its holding subsidiaryor Associate Company or promoters and directors thereof in immediate past 2 financial Yearand in the current financial year; IX. None of my relatives has or had pecuniaryrelationship or transaction with the company its holding subsidiary or associatecompany or their promoters or directors amounting to two percent or more of its grossturnover or total income or fifty Lakh rupees during the two immediately precedingfinancial years or during the current financial year; X. Neither I nor any of myrelatives:

i. Holds or has held the position of key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of theimmediately preceding three financial years ii. is or has been an employee or proprietoror a partner in any of the immediately preceding three financial years of b) a firm ofauditors or company secretaries in practice or cost auditors of the company or itsholding subsidiary or associate company; or b) any legal or a consulting firm that has orhad any transaction with the company its holding subsidiary or associate companyamounting to ten per cent or more of the gross turnover of such firm; iii. is a ChiefExecutive Officer or Director of any Non Profit organisation which receive 25% or more ofits receipt from the Company its holding Subsidiary or associates Company or itspromoter or Director thereof or which holds two per cent. or more of the total votingpower of the company. vii. hold together with the relatives 2% or more of the total votingpower. viii. I am not a material supplier service provider or customer or a lessor orlessee of the company;

ix. I am not less than 21 year.

XI. I undertake that I shall take prior approval of the Board of Directors if and whenI have any such relationship or transaction whether material or not and if fail to do so Ishall cease to become an independent Director.

Date: 07.08.2018
Place: Allahabad Abhishek Jain
(Director)

ANNEXURE - 6

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm s length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm s length basis: NIL

2. Details of material contracts or arrangement or transactions at arm s length basis:

(a) Name(s) of the related party: Uttar Pradesh Safety Glass Works (P) ltd. (b) Natureof Relationship: Service Provider (c) Nature of contracts/arrangements/transactions: Rent(d) Duration of the contracts / arrangements/transactions: 5 year Agreement

(e) Salient terms of the contracts or arrangements or transactions including the valueif any: Rs. 40000/- per month (f) Date(s) of approval by the Board if any: 26.07.2016(g) Amount paid as advances if any: Nil

For Triveni Glass Limited
Sd/-
Date: 07.08.2018 J.K. Agrawal
Place: Allahabad (Managing Director)
DIN: 00452816

ANNEXURE- 7

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO.

Information required to be given pursuant to section 134 (3) (m) of the Companies Act2013 read with Rule 8 of Companies (Accounts) Rule 2014 and forming part of theDirector's report for the year ended 31st March 2018 are given below :

A. CONSERVATION OF ENERGY I. conservation measures taDken

1. Installing Heat recovery system in G1 Plant for diverting the heat recovered fromworking end to annealing lehr thus saving around 500 SCM of natural gas per day. 2.Installed a Frequency drive on the Frosting plant compressor thus saving approx. 200 powerunits per day. 3. Water management system installed saving around 300 units per day.

II. Total energy consumption and energy consumption per unit of production as Per FormA of annexure to the said Rules

S.No. Particulars F.Y. ended on 31.03.2018 F.Y. ended on 31.03.2017
A. Power and Fuel consumption
1. Electricity
a) Purchased units 2159314 2525360
Total Amount 16897115 19305198
Rate Per Unit (Rs.) 7.83 7.64
b) Own Generation
1 DG Set Unit 3348 32478
Unit per Liter of Diesel 3.33 3.33
Cost per Unit (Rs.) 19.51 19.50
2 Gas Generator Unit 297278 257838
Unit Per Cu. M of Gas 1.0 1.0
Cost Per Unit (Rs.) 9.67 11.88
2 Natural gas Used
Quantity (Cu. M) 6945310 6002563
Total Cost 67137107 71287742
Average Rate 9.67 11.88
B. Consumption per unit of Production
Electricity in units 0.18 0.16
Natural Gas /Furnace Oil (Cu. M.) 0.61 0.57
Furnace oil used
3. Qty (Kl) 720.210 1306.450
Total Cost 23821397 32940233
Average rate 33076 25214/-
Pet coke 874.000 1774.98
4. Qty (MT) 13111496 20799191
Total Cost 15002 11718
Cost per MT

B. TECHNOLOGY ABSORPTION

Research and development

I. Efforts made in technology absorption as per Form- B the annexure to the rules

1. Research and Development

1. Installed a glass sheet counter in G2 plant for better tracking of the productionloss.

2. Installed a new gas flow meter with controller in G1 Plant to have a better controlon the gas utilization and maintaining the furnace temperatures besides keeping track ofday to day gas consumption for each plant separately.

3. Installed an improved L cutter in G2 plant in place of earlier edge cutters thussaving a cutting oil consumption of approx. 3 litres per day.

4. Developing a new color for commercial production.

5. Automatic roller lifting in G2 plant for preventing damages to design roller in caseof any stone passage from the Rolling machine.

II. FUTURE PLAN OF ACTION FOR ENERGY CONSERVATION

1. Planning to install a solar power plant for better utilization of renewableresources as a partial alternate for existing APEPDCL power supply.

2. Planning to install Automatic mains failure system for automatically switching onthe Generator power in case of failure in power supply.

3. Solar pump watering system for plantation.

4. PLC control system for furnace control.

5. Sprinklers for irrigation of pumps will reduce water consumption.

6. Recycle waste water.

III. EXPENDITURE ON R & D (Fig in Rs. Lacs)

S.No. F.Y. 2018 F.Y. 2017
a) Capital Expenditure - -
b) Recurring Expenses 0.83 0.17
Total 0.83 0.17
R&D Expenditure as a percentage of total Expenditure - -

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange earnings and Outgo are given as below:-

(Fig in Rs. Lacs)
Year 2018 Year 2017
(Amt.) (Amt.)
Foreign Exchange earning 240.21 256.58
Foreign Exchange outgoing 174.07 85.18

 

Regd. Off: 1 Kanpur Road By order of The Board of Directors of Triveni Glass Limited
Allahabad 211001 (U.P.) Sd/- Sd/-
J.K. Agrawal A.K. Dhawan
Place: Allahabad Managing Director Director (Finance)
Date: 07.08.2018 DIN: 00452816 DIN: 00694401

ANNEXURE- 8 RISK MANAGEMENT POLICY

Risk Strategy

Triveni Glass Limited recognizes that the risk is an integral and unavoidablecomponent of business and is committed to managing the risk in a proactive and effectivemanner The Company believes that the Risk cannot be eliminated. However it can be:

3 Transferred to another party who is willing to take risk say by buying an insurancepolicy or entering? into a forward contract;

3 Reduced by having good internal controls;

3 Avoided by not entering into risky businesses

3 Retained to either avoid the cost of trying to reduce risk or in anticipation ofhigher profits by taking? on more risk

3 Shared by following a middle path between retaining and transferring risk.

Risk Management Framework: We adopt systematic approach to mitigate risks associatedwith accomplishment of objectives operations revenues and regulations. We believe thatthis would ensure mitigating steps proactively and help achieve stated objectives. Theentity s objectives can be viewed in the context of four categories: (i) Strategic (2)Operations (3) Reporting and (4) Compliance.

Wide Risk Management with focus on three key elements viz. (1) Risk Assessment; (2)Risk Management; (3) Risk Monitoring. Risk Assessment

To meet the stated objectives it is imperative to make effective strategies forexploiting opportunities and as a part of this the Company has identified key risks anddeveloped plans for managing the same.

Organizational Objectives

Strategic:

1. Organizational growth.

2. Comprehensive range of products.

3. Sustenance and growth of strong relationships with customers.

4. Expanding presence in existing markets and penetrating new geographic markets.

5. Continuing to enhance industry expertise.

6. Enhancing capabilities through technology alliances and in house technologydevelopments.

Operations

7. Consistent revenue growth.

8. Consistent profitability.

9. High quality productivity.

10. Developing culture of innovation.

11. Attracting and retaining human talent and augmenting their training.

Reporting:

12. Maintaining high standards of Corporate Governance and public disclosure.

Compliance:

13. Ensuring stricter adherence to policies procedures and laws / rules / regulations/ standards.

Risk Management and Risk Monitoring

In principle risk always result as consequence of activities or as consequence ofnon-activities. Risk Management and Risk Monitoring are important in recognizing andcontrolling risks

Risks specific to the Company and the mitigation measures adopted

1) Business dynamics: Variance in the demand and supply of the product in variousareas. Based on experience gained from the past the Company is able to predict the demandduring a particular period and accordingly supply is planned and adjusted.

2) Business Operations Risks: These risks relate broadly to the company s organizationand management such as planning monitoring and reporting systems in the day-to-daymanagement process namely: Organization and management risks Production process andproductivity risks Business interruption risks Profitability risks

Risk mitigation measures: The Company functions under a well-defined organizationstructure. Flow of information is well defined to avoid any conflict or communication gapbetween two or more Departments. Second level positions are created in each Department tocontinue the work without any interruption in case of non-availability of functionalheads. Sufficient stock of raw materials is kept to ensure continuous production.Effective steps are being taken to reduce cost of production. Back-up Captive powergenerating capacity for uninterrupted production. Strong HR Department to maintainexcellent and cordial relations at all levels of employment.

3) Liquidity Risks: Financial Solvency and liquidity risks borrowing limits Cashmanagement risks

Risk mitigation measures: Proper financial planning is put in place. Annual andQuarterly Budgets and Variance Analyses are prepared to have better financial planning.Daily monthly cash flows are prepared. Cash management services are availed from Bank toavoid any loss of interest on collections. Exposure to Foreign Exchange transactions aresupported by LCs and Bank Guarantee and suitable hedging policy.

4) Credit Risks: Risks in settlement of dues by clients. Provision for bad and doubtfuldebts.

Risk mitigation measures: Systems put in place for assessment of creditworthiness ofCustomers. Provision for bad and doubtful debts made to arrive at correct financialposition of the Company. Appropriate recovery management and follow up.

5) Logistic Risks: Use of outside transport sources.

Risk mitigation measures: Sourcing committed and dedicated service providers. Exploringpossibility of an in-house logistic mechanism if the situation demands. Possibilities tooptimize the operations by having a combination of transportation through road / rail andsea / air are explored. Comprehensive transit risk insurance coverage for all incoming andoutgoing goods across the organization.

6) Market Risks / Industry Risks: Demand and Supply Risks Quantities QualitiesSuppliers lead time interest rate risks Raw material rates Interruption in the supply ofRaw material

Risk mitigation measures: Raw materials are procured from different sources atcompetitive prices. Alternative sources are developed for uninterrupted supply of rawmaterials Demand and supply are external factors on which company has no control buthowever the Company plans its production and sales from the experience gained in the past.The Company tries to reduce the gap between demand and supply. Proper inventory controlsystems have been put in place.

7) Human Resource Risks: Employee Turnover Risks involving replacement risks trainingrisks skill risks etc. Unrest Risks due to Strikes and Lockouts.

Risk mitigation measures: Company has proper recruitment policy for recruitment ofpersonnel at various level in the organization. Proper appraisal system to give yearlyincrement is in place. Employees are trained at regular intervals to upgrade their skills.Labour problems are obviated by negotiations and conciliation. Activities relating to theWelfare of employees are undertaken.

8) Disaster Risks: Natural risks like fire Floods Earthquakes etc.

Risk mitigation measures: The property of the company is insured against natural riskslike fire flood earthquakes etc. Fire Hydrants have been installed at all manufacturinglocations. Other apparatus like extinguishers filled with chemical Foam etc. have beenplaced at fire sensitive locations and regular fire safety drills are carried out. Firstaid training is given to watch and ward staff and safety personnel. Workmen of the companyare covered under ESI EPF etc. to serve the welfare of the workmen. Engagingprofessional Risks Assessing Advisors who conduct periodical audit / review and suggestrisks improvement measures from time to time.

9) System Risks: System capability System reliability Data integrity risks Coordinatingand interfacing risks.

Risk mitigation measures: EDP department maintains repairs and upgrades the systems ona continuous basis with personnel who are trained in software and hardware. Passwordprotection is provided at different levels to ensure data integrity. Licensed software isbeing used in the systems. The Company ensures Data Security by having access control /restrictions.

10) Legal Risks: These risks relate to the following:

Contract Risks Contractual Liability Frauds Judicial Risks Insurance Risks PatentDesign and Copyright Infringement Risks Legal risk is the risk in which the Company isexposed to legal action. As the Company is governed by various laws and the Company has todo its business within four walls of law where the Company is exposed to legal riskexposure. The Company engages professionals advisors who focus on evaluating the risksinvolved in a contract ascertaining our responsibilities under the applicable law of thecontract restricting our liabilities under the contract and covering the risks involvedto meet the general and specific requirements so that they can ensure adherence to allcontractual obligations and commitments. Management places and encourages its employees toplace full reliance on professional guidance and opinion and discuss impact of all lawsand regulations to ensure company s total compliance. The suggestions and recommendationsfrom professional agencies and industrial bodies chambers of commerce etc. are carefullyanalysed and acted upon wherever relevant. The Company has established a compliancemanagement system in the organization and Secretary of the Company ensures the submissionof the quarterly compliance reports by functional heads for placing the same before theBoard supported by periodical Secretarial Audit Reports by Practicing Company Secretaries.

11) Disclaimer Clause: The Management cautions readers that the risks outlined aboveare not exhaustive and are for information purposes only. Management is not an expert inassessment of risk factors risk mitigation measures and in having a complete / propermanagement s perception of risks. Readers are therefore requested to exercise their ownjudgement in assessing various risks associated with the same.

Regd. Off: 1 Kanpur Road By order of The Board of Directors of Triveni Glass Limited
Allahabad 211001 (U.P.) Sd/- Sd/-
J.K. Agrawal A.K. Dhawan
Place: Allahabad Managing Director Director (Finance)
Date: 07.08.2018 DIN: 00452816 DIN: 00694401