The Board of Directors of your Company hereby present the 48th Annual Reportfor the Financial Year ended on 31st March 2019 together with the AuditedStatement of Accounts for the said Financial Year.
Financial summary for the Year ended on 31st march 2019 is given below(IND-AS Format):
| || ||(Figs in Rs. Lacs) |
|PARAMETERS ||F.Y. 2018-19 ||F.Y. 2017-18 |
|Revenue from operations ||7380.04 ||6568.18 |
|Other Income ||986.15 ||632.68 |
|Total Income ||8366.19 ||7200.86 |
|Expenditure ||7719.19 ||6711.67 |
|PBIDT ||647.00 ||489.19 |
|Depreciation ||74.10 ||74.53 |
|Interest ||327.32 ||8.08 |
|Net Profit / Loss ||245.58 ||116.58 |
|Exceptional items ||14.90 ||396.57 |
|Net profit from ordinary Activities ||230.68 ||513.15 |
|EPS ||1.83 ||4.07 |
The financial performance of the company during the financial year 2018-19 under reviewreported an increase in sales turnover from Rs. 6568 lakhs to Rs. 7380.04 lakhs which isan increase of 12.36%. The sales turnover could have been better if the G1 plant did notclose down for repairs in mid' February 2019. The production during the year was 171.14lakh sq. mt as against 138.63 lakh sq. mt i.e. an increase of 23.45%. However the salesquantity went up by only 17.14%. Net sale realization during the year marginally droppedas compared to last year account of high cost of servicing borrowed funds from the market.Besides the realization being poor there was increase in input cost mainly on account ofSoda Ash wherein the prices went up by 13.5%. The increase in other raw material costs wasmarginal. Cost of natural gas during the year went up by 10% so also the cost ofalternative fuels like furnace oil and pet coke wherein the increase was 15% and 12%respectively but due to better yield during the year the cost per sq. mt. of fuelconsumed dropped by 3.66%. Cost of packing went up by 3.75% i.e. from Rs. 5.73/sq. mt to5.94/sq. mt.
Exports dropped from 240.12 lakhs to 110.82 lakhs. Frosted glass sales dropped to Rs.145.31 against Rs. 248.99 lakhs last year.
At the end the company finished the year with a net profit of Rs. 230.68 lakhs asagainst Rs. 513.17 lakhs last year. The decline has been mainly due to decline in netrealization and provisioning made for GST interest deferred tax and doubtful debtstotaling Rs. 195 lakhs.
PRODUCTION & SALES
The production figures for the Financial Year is as follows
| || || ||(Figure in Lac Sq. mtr.) |
|Product ||Location ||Financial Year 2019 ||Financial Year 2018 |
|Figured & Wired Glass ||Rajahmundry ||171.14 ||138.63 |
Production was good but could have been better if G1plant had not closed down forrepairs in February 2019.
The sales during the year were good as the company was able to sell most of thequantity produced.
| || ||(Figures in lacs Sq. Mtr) |
|Product ||Financial Year-2019 ||Financial Year-2018 |
|Figured & Wired Glass ||168.70 ||144.02 |
The company incurred a capital expenditure of only Rs. 0.20 lakhs for miscellaneousoffice 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 givenin the 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 KumarKesharwani Mrs Jyoti Agarwal and Mr. Abhishek Jain. The details of Meetings of theCompany held 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 Act 2013.
i. In the preparation of annual accounts for the financial year ended March 31 2019the 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 2019 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 2018-19.
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 2018-19 and 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 theconclusion of the 51st Annual general meeting to be held in the financial year2022. (As ratification clause being committed under the Companies Amendment Act vide MCAnotification dated 07.06.2018 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 2018-19. The due date for filing the Cost Audit Reports for the FinancialYear ended 31st March 2019 is 26thSeptember 2019.
The due date for filing the Cost Audit Report of the Company for the Financial Yearended 31st March 2018 was 30th September 2018 and the Cost Audit Report wasfiled by the Cost Auditor M/s Shishir Jaiswal & Co. Cost Accountants on 20thAugust2018 in XBRL Mode as mandated by the Ministry of Corporate Affairs vide their circular no.8/2012 dated 10th May 2012.
The Board of Directors of the Company have appointed Mr. Saurabh Basu PracticingCompany Secretary as the Secretarial Auditor of the Company for the financial year2018-19 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 4 and forms an integral part of this Report. Thecomments 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 2018-19 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 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 internal financial controlssystem and such internal financial controls were operating effectively based on theinternal control criteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India.
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 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 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 there under. 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 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.
Information pursuant to Section 134 (3) (i) of the Companies Act 2013 the status ofcompany's affairs are given below:
NOTICES & APPEALS
SASF after a lot of follow up by us has given a OTS package of Rs. 24.72 cr. videtheir sanction letter no. SASF/TGL/2018-19/1244 dated 02.03.2019 payable by 12.03.2019.Against the same the company has made payment of Rs. 5 cr. In March 2019 and requestedSASF to allow us further time to make the balance payment. SASF has finally agreed thatthe balance amount of Rs. 19.72 cr. Can be paid in five equal monthly installmentsstarting from April 2019. However they have mentioned that the delayed payment will carryinterest rate of 14.15% p.a starting from date of default to the date of final paymentfor which the company has represented that due to the tight financial condition of thecompany and also as the company has already made substantial payments to IDBI/SASF of 102cr. since the date of loan as per terms of the sanction letter they should consider ourrequest positively. SASF has agreed to put up our request for waiver of interest to theirBoard.
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.
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 Governments 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 230.68 lacs as a result theaccumulated losses of the company decreased from Rs 9599.16 lakhs to Rs. 9368.48 lakhs atthe end of the year 31.03.2019.Capital Reserves of the company stood at Rs 221.86 lacs andSecurity Premium Account 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 2019.
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.
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 8 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
|Prayagraj - 211001 (U.P.) ||Sd/ ||Sd/ |
| ||J.K. Agrawal ||A.K. Dhawan |
|Place: Prayagraj ||Managing Director ||Director Finance |
|Date: 29.07.2019 ||DIN:00452816 ||DIN: 00694401 |