The Board of Directors of your Company hereby present the 49th Annual Report for theFinancial Year ended on 31st March 2020 together with the Audited Statement of Accountsfor the said Financial Year.
Financial summary for the Financial Year ended on 31stMarch 2020 is given below (IND-ASFormat):
(Figs in Rs. Lacs)
|PARAMETERS ||F.Y. 2019-20 ||F.Y. 2018-19 |
|Revenue from operations ||7171.66 ||7380.04 |
|Other Income ||95.69 ||986.15 |
|Total Income ||7267.35 ||8366.19 |
|Expenditure ||7495.48 ||7719.19 |
|PBIDT ||-228.13 ||647.00 |
|Depreciation ||36.35 ||74.10 |
|Interest ||53.46 ||327.32 |
|Net Profit / Loss ||-317.94 ||245.58 |
|Exceptional items ||1810.20 ||14.90 |
|Net profit from ordinary Activities ||1492.26 ||230.68 |
|Loss from discontinued operations ||64.40 ||- |
|Profit/Loss for the period ||1556.66 ||230.68 |
|EPS ||12.34 ||1.83 |
During the year only the Rajahmundry Unit of the Company was in operation. The unit wastransferred to Navilan Merchants Private Limited (Triveni Pattern Glass Private Limited)with whom we have entered into an arrangement for transfer of the unit as a runningunitwith all its assets and liabilities. The Sale was approved by the Board on 5th April2019 and subsequently approved by the shareholders through postal ballot on 19th May2019.
Production and sales have been considered only till 23rd February 2020 as on 24thFebruary 2020 the unit was transferred. The performance of the unit for the financialyear 2019-20 is not comparable with the figures of financial year 2018-19 but still up to23rd February 2020 the unit achieveda production of 151.80 Lacs Square Meters and saleof 140.81 Lacs Square Meters. The unit was able to perform well during the periodachieving a yield of 81.71 % but due to slackness in the market the sales were not verygood especially for colored glass. The exports during the year were only Rs. 22.72 Lacs ascompared to Rs. 110.82 Lacs last year. Frosted Glass Sales were negligible as compared tolast year. The net sale realization during the year increased substantially on account ofbetter distribution of sales and constant monitoring of the selling prices/discount.
Natural Gas prices during the year came down by 26% w.e.f. 1st October 2019 whichhelped in bringing down the Cost of Production. Costs of other raw materials also comedown especially Soda Ash which further contributed to the bottom line.
The Company finished the year with a profit of Rs. 1556.66 Lacs as compared to Rs.230.68 Lacs for the last year. The increase has been mainly due to the right back of IDBIinterest of Rs. 1810.20 Lacs during the year as per the OTS settlement with them otherwisethere was an operating loss of Rs. 317.94 Lacs as against a profit of Rs. 245.58 Lacs.
PRODUCTION & SALES
The production figures for the Financial Year 2019-20 up to 23.02.2020 is as follows(Figure in Lac Sq. mtr.)
|Product ||Location ||Financial Year 2020 ||Financial Year 2019 |
|Figured & Wired Glass ||Rajahmundry ||151.80 ||171.14 |
The yield was higher than last year.
The Sales were lower as the colored production could not be fully sold. The Salesfigure for the Financial Year 2019-20 upto 23.02.2020is as follows
(Figures in lacs Sq. Mtr)
|Product ||Financial Year-2020 ||Financial Year-2019 |
|Figured & Wired Glass ||140.81 ||168.70 |
The company incurred a capital expenditure of only Rs. 339.53Lacs during the yearmainly on account of GI Furnace rebuilding and provision of Fire Fighting Equipments.
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.
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.
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.
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.
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 KumarKesharwaniMrs.Jyoti Agarwal and Mr. Abhishek Jain. The details of Meetings of the Companyheld in the year are 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 for the financial year ended March 31 2020the applicable accounting standards have been followed along with proper explanationrelating to material departures.
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments 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 ended onMarch 31st 2020 and of the profit or loss of the Company for that period.
iii. The Directors had 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.
iv. The Directors have prepared the annual accounts on a going concern basis.
v. The Directors have laid down an adequate system of internal financial control to befollowed by the Company and that such internal financial controls are adequate and wereoperating efficiently and
vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable 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 2019-20.
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 2& 3 to this Report.
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 2019-20and nil qualification has been observed.
M/s. Sanjay Talwar& Associates Chartered Accountants were appointed as theStatutory Auditors of the Company for the period of five years to hold office from theconclusion of 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 clausebeing omitted under the amendment act vide MCA notification dated 07.06.2018 hence noratification is required).
COST AUDIT AND MAINTENANCE OF COST RECORDS
The Central Government has approved the appointment of M/s Shishir Jaiswal & Co.Cost Accountants as Cost Auditor for conducting Cost Audit of the Company for thefinancial year 2019-20. The due date for filing the Cost Audit report for the financialyear ending on 31st March 2020 is 27th September 2020 which was extended upto 30thNovember 2020 by the Ministry of Corporate Affairs vide its General Circular No 29/2020dated 10th September 2020 .
The due date for filing the Cost Audit report of the Company for the financial yearended 31 st March 2019 was 27th September 2019 which was extended up to 31st December2019by the Ministry and the same was filed by the Cost Auditor M/s Shishir Jaiswal &Co. Cost Accountants on 30th November 2019in XBRL Mode as mandated by the Ministry ofCorporate Affairs vide their circular no. 8/2012 dated 10th May2012.
The Board of Directors of the Company have appointed Mr. Saurabh Basu PracticingCompany Secretary as the Secretarial Auditor of the Company for the financial year2020-21 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 Auditand Certificate of disqualification of directors pursuant to Regulation 34(3) and ScheduleV Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015is annexed herewith as Annexure 4 and forms an integral part of thisReport. The comments mentioned 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 2019-20 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 5 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.
Information pursuant to Rule 8 (5) of Companies (Accounts) Rule 2014 the company hasno subsidiary company joint ventures or Associates.
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 have 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 as statedearlier the company has sold its Rajahmundry unit and got shareholders approval throughpostal ballot on 22.03.2020 for sale of Allahabad closed Unit of the Company. Althoughthe Rajahmundry Plant is sold there is no impact on the going concern of the Company. Atpresent the Company has no other manufacturing activity and plans to move into the realestate sector where it is to be engaged in renovation of seven existing buildingscomprising of 72 residential flats in which it intend to repair/refurbish and sell at bestmarket prices as mentioned in the board Meeting held on 24.01.2020. Besides this theCompany has 35 acres of Land at Prayagraj which it intends to sell in small parcels or asplots depending upon the response from the market.
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 containing particulars in terms of subsection 12 of section 197 of theCompanies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 form a part of this report.
Considering the first proviso to Section 136(1) of the Companies Act 2013 the AnnualReport excluding the aforesaid information is being sent to the members of the Companyand others entitled thereto. The said information is available for inspection at theregistered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. Any shareholder interested in obtaininga copy thereof may write to the Company Secretary in this 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 the Company hassold its manufacturing unit situated at Rajahamundry Andhra Pradesh on 23.02.2020 and hastaken the approval of shareholders through postal ballot on 22.03.2020 for the sale ofAllahabad Closed Unit during the year and further plans to be engaged in the real estatesector. It initially would be refurbishing the existing 72 no. of flats and sell them atthe best market prices. It also intends to sell the factory land in due course of time.The going concern status of the Company does not get affected due to sale of RajahmundryUnit.
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 theWhistle Blower Policy' for its Directors and employees to report instances ofunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct. The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof the Audit Committee in appropriate or exceptional cases.
Accordingly Whistle Blower Policy' has been formulated with a view to provide amechanism for the Directors and employees of the Company to approach the Ethics Counseloror the Chairman of the Audit Committee of the Company. The purpose of this policy is toprovide a framework to promote responsible and secure whistle blowing. It protectsemployees willing to raise a concern about serious irregularities 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.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
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 preclearance 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.
Information pursuant to Section 134 (3) (i) of the Companies Act 2013 the status ofcompany's affairs are given below:
NOTICES & APPEALS Debt Restructuring
As mentioned last year that SASF has sanctioned us a OTS package for Rs. 24.72 Croresin March 2019 out of which a sum of Rs. 5 Crores was paid in March 2019 and the balanceamount was paid during the financial year 2019-20 and the account settled. AccordinglySASF has issued us No Dues Certificate and No Objection Certificate for Sale of Asset ofthe Company. There were no dues from any other financial institution/ bank.
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 all shareholders ofthe Company are requested to register their e-mail IDs with the Company so as to enablethe company to send all notices/ reports/documents/ intimations and other correspondencesetc. through e-mails in the electronic mode instead of receiving physical copies of thesame.
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.
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.
The Directors wish to place on record their deep thanks and gratitude to;
a) The Central and the State Government as well as their respective Departments andDevelopment Authorities connected with the business of the Company the Bankers of theCompany as well as 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 takes this opportunity to express its sincere appreciation for theefforts put in by the officers and employees at all levels in achieving the results andhopes that they will continue their sincere and dedicated endeavor towards attainment ofbetter working results during 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 1556.66 lacs and broughtforward profit of Rs. 303.96 lacs of Rajahmundry as a result the accumulated losses of thecompany decreased from Rs 9368.48 lacs to Rs. 7518.00 lacs at the end of the year31.03.2020.Capital Reserves of the company stood atRs 3729.83 lacs and Security PremiumAccount was Rs 4408.75 lacs.
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 is in the stage of recovery from a sick company your directors are not in aposition to recommend any dividend for the financial year ending March 2020.
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 6 to this Report.
RISK MANAGEMENT POLICY
Information pursuant to Section 134 (3) (n) of the Companies Act 2013 is given in theAnnexure 7 to this Report
CORPORATE SOCIAL RESPONSIBILITY (CSR)
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.
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: Prayagraj ||Managing Director ||Director Finance |
|Date: 29.10.2020 ||DIN:00452816 ||DIN: 00694401 |