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Directors Report of Asahi India Glass Ltd.
Mar 31, 2025
The Directors are pleased to present their 40th Report along with
the audited financial statements (Standalone and Consolidated) of
the Company for the year ended 31st March, 2025.
Financial Performance
The Company''s financial performance for the year ended
31st March, 2025 is summarized below:
|
Particulars |
2024-25 |
2023-24 |
|
Revenue from Operations |
4,31,161 |
4,14,629 |
|
Other Income |
3,621 |
3,097 |
|
Total Income |
4,34,782 |
4,17,726 |
|
Operating Profit (PBDIT) |
76,594 |
74,914 |
|
Profit before Depreciation & |
64,364 |
61,853 |
|
Profit before Tax |
52,743 |
45,380 |
|
Profit after Tax |
38,910 |
33,553 |
|
OCI for the year |
(681) |
56 |
|
Total Comprehensive Income |
38,229 |
33,609 |
|
Dividend |
4,862 |
4,862 |
Performance Overview
FY 2024-25 has been a satisfactory year for AIS due to improved
demand in both automotive and architectural segments. However,
significant drop of price in float lowered profits. Financial and
operational performances have largely been close to budgets.
Your Company managed to implement its plans and executed
them more efficiently in a sustainable manner.
Revenue from Operations of the Company stood at ? 4,31,161 lakhs
in FY 2024-25 as against ? 4,14,629 lakhs in FY 2023-24. Operating
Profit has increased by 2.24% from ? 74,914 lakhs in the previous
year to ? 76,594 lakhs in FY 2024-25. The Company posted a profit
(PAT) of ? 38,910 lakhs in FY 2024-25 against profit of ? 33,553 lakhs
in the previous financial year.
A detailed analysis of Company''s business operations forms a part
of the Management Discussion and Analysis, a separate section to
this Annual Report.
Change in the nature of business
During the year under review, there has been no change in the
nature of business of the Company.
Further, no material changes and commitments have occurred
between the end of the Financial Year and the date of the report
affecting the financial position of the Company.
Capital Structure
During the year, there was no change in the Company''s authorised,
issued, subscribed and paid-up equity share capital.
Subsidiaries and Associates
Pursuant to Section 129 and other applicable provisions, if any,
of the Companies Act, 2013 ("the Act"), a separate statement
containing salient features of financial statements of all
subsidiaries and associates of your Company, forms part of the
financial statements.
In accordance with the provisions of Section 136 of the
Companies Act, 2013 the financial statements of subsidiary &
associate companies and related information are available for
inspection by Members at the Corporate Office of AIS as well as
Registered Office of respective subsidiary and associate companies,
during business hours on all days except Saturdays, Sundays and
public holidays upto the date of Annual General Meeting (AGM)
to any shareholder on demand.
Further, in terms of the above provisions, the audited
financial statements including the consolidated financial
statements, financial statements of subsidiaries and all
other relevant documents required to be attached to this
report have been uploaded on website of the Company at
www.aisglass.com. A report on the performance and financial
position of each of the Subsidiary and Associate companies as per the
Companies Act, 2013 is provided as Annexure to the consolidated
financial statements in the prescribed Form AOC-1. During the FY
2024-25, Asahi India Flat Glass Limited, Wholly Owned Subsidiary
of the Company has been struck off from the records of ROC.
Further, TGPEL Precision Engineering Limited has ceased to be an
Associate of the Company. Except as above, no other Company
has become or ceased to be Subsidiary, Joint Venture or Associate
of the Company.
Further, the Board of Directors of each of the subsidiaries viz.
AIS Adhesives Limited (AIA), AIS Distribution Services Limited
(ADSL), GX Glass Sales & Services Limited (GX) ("the Transferor
Companies") and AIS Glass Solutions Limited (GS) ("the Transferee
Company") have approved a composite Scheme of Arrangement
under the provisions of Section 230 to 232 read with other
applicable provisions of the Companies, 2013 (including rules
made thereunder) ("the Scheme") at their respective meetings
and filed the same with Hon''ble National Company Law Tribunal
(NCLT), which was approved by the NCLT vide its order dated
19th May, 2025. All such Subsidiaries have filed certified copy of the
said NCLT order along with the certified copy of the Scheme with
Registrar of Companies, Delhi (ROC) dated 1st July, 2025 to affect
the Amalgamation of all the Transferor Companies into Transferee
Company from that date, which was approved by the ROC on
8th August, 2025. Therefore, all the Transferor Companies ceased
to exist w.e.f. 1st July, 2025.
Material Subsidiaries
The Company does not have any material subsidiary. Pursuant
to Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended
(hereinafter referred to as "Listing Regulations"), the Company
has formulated and duly updated a policy for determining material
subsidiaries. This policy is available on the Company''s website
and may be accessed through the link https://www.aisglass.com/
wp-content/uploads/2022/10/Policv for Determining Material
Subsidiaries W.pdf.
Awards
Your Directors take pride in reporting the following awards and
recognitions received by your Company during the year:
|
Awarding OEM |
Details |
|
Maruti Suzuki India Ltd. |
Certificate of Application for Superior performance in Area of Sustainability |
|
Maruti Suzuki India Ltd. |
Best Overall Performance |
|
Maruti Suzuki India Ltd. |
- Supplier Collaboration Initiatives - Spares Performance |
|
Ashok Leyland |
AL - Supplier SAMRAT'' 25 Competition |
|
Ashok Leyland |
Platinum Award in Quality Performance |
|
Ashok Leyland |
Supplier Samrat Competition, National level |
|
Ashok Leyland |
Nominee - ESG Champion - Proprietary |
|
KIA Motors |
Appreciation Award |
|
TI Montra |
Best Supplier Award for Quality Performance |
|
Whirlpool India Ltd. |
QCC Competition Runner - up Award |
|
Honda Cars Indian Ltd. |
National Level KAIZEN competition 2024-25 |
|
Honda Cars Indian Ltd. |
Certificate of Excellence - Delivery, Quality & |
|
Honda Cars Indian Ltd. |
- Best Kaizen - Quality - Gold Award - Spare Parts |
|
TI Clean Mobility Pvt. Ltd. |
Best Supplier award for Quality Performance |
|
JSW MG Motors |
Certificate of Appreciation for Product |
|
Bajaj |
Silver Quality Award in Polymer Category for |
|
Mahindra & Mahindra |
Special Appreciation Award - Thar Roxx |
|
Hyundai Motor India Ltd. |
Excellence Award - Safety & ER Management |
Management Discussion and Analysis
Pursuant to Regulation 34 of the Listing Regulations, the
Management Discussion and Analysis Report for the year under
review forms part of this Annual Report.
Dividend
Your Directors are pleased to recommend a Final Dividend of
? 2 per equity share of face value of ? 1 each for the year ended
31st March, 2025.
The above dividend, subject to the approval of Members
at the Annual General Meeting scheduled to be held on
10th September, 2025, will be paid on or after 16th September, 2025 to
those Shareholders whose names appear in the Register of Members
as on 3rd September, 2025. The total dividend for the Financial Year
will be ? 4,862 lakhs.
In accordance with Regulation 43A of the Listing Regulations, the
Company has formulated a ''Dividend Distribution Policy''. The
Policy is available on the Company''s website https://www.aisglass.
com/wp-content/uploads/2020/10/AIS-Dividend-Distribution-
Policy.pdf.
Reserves
The Board has not proposed to carry any amount to Reserves.
Public Deposits
During the FY 2024-25, your Company has not accepted any
deposits within the meaning of Section(s) 73 and 76 of the
Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014 and as such no amount of principal or
interest was outstanding as on date of the Balance Sheet.
Consolidated Financial Statements
In accordance with the Companies Act, 2013 and the applicable
Accounting Standards, the Consolidated Financial Statements of
the Company are provided in the Annual Report.
Corporate Governance
Your Company is in strict compliance with the Corporate
Governance requirements.
A separate report on Corporate Governance along with the General
Shareholders Information, as prescribed under Regulation 34 of
the Listing Regulations, is annexed as a part of the Annual Report
along with the Auditors'' Certificate on Corporate Governance.
Business Responsibility and Sustainability Report
Your Company has been conducting business on Principles
of Environmental, Social and Governance ("ESG") that not only
delivers long-term shareholder value but also benefits the society.
The Business Responsibility and Sustainability Report as per
Regulation 34 of the Listing Regulations is annexed and forms an
integral part of the Annual Report.
Industrial Relations
During the FY 2024-25 under review, industrial relations in the
Company continued to be cordial and peaceful.
Annual Return
Annual Return of the Company in Form MGT-7, in accordance with
Section 92(3) of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014, is available on
Company''s website www.aisglass.com and can be accessed
through link https://www.aisglass.com/annual-return.
Particulars of Loans, Guarantees or Investments
Pursuant to Section 134(3)(g) of the Companies Act, 2013
particulars of loans, guarantees and investments under the
provisions of Section 186 of the Companies Act, 2013 as at the
end of financial year 2024-25 are given at note nos. 4, 10, 37 and
45 of the Standalone Financial Statements.
Meetings of the Board and its Committees
The details in respect of the number of Board and Committees
meetings of your Company are set out in the Corporate Governance
Report which forms a part of the Annual Report.
Audit & Risk Management Committee
Pursuant to the provisions of Section 177 of the
Companies Act, 2013 and Regulation 18 of Listing Regulations,
the Audit & Risk Management Committee consists of three
Independent Directors - Mr. Kamaljit Kalkat as Chairman
and Ms. Shradha Suri & Ms. Sheetal Mehta as Members as on
31st March, 2025.
Board of Directors of the Company has duly accepted the
recommendations of Audit & Risk Management Committee
during FY 2024-25. Detailed disclosure in respect of Audit & Risk
Management committee is in the Corporate Governance Report
of the Company which forms a part of Annual Report.
Vigil Mechanism / Whistle Blower Policy
The Company has established a Vigil Mechanism / Whistle Blower
Policy. The purpose of this mechanism is to provide a framework
to report concerns about unethical behaviour, actual or suspected
fraud or violation of the Company''s code of conduct or Ethics
Policy and provide adequate safeguards against victimization of
the person availing this mechanism.
The Policy is available on the Company''s website at https://
www.aisglass.com/wp-content/uploads/2020/10/AIS vigil
mechanism whistle blower policy.pdf which has been
appropriately communicated within the organisation and
is effectively operational. The policy provides mechanism
whereby any whistle blower may send protected disclosures at
complaintscommittee@aisglass.com and in exceptional cases,
directly to the Chairman of Audit & Risk Management Committee.
Risk Management
AIS has developed and implemented a Risk Management Policy
to identify and mitigate key risks that may negatively impact the
Company. It lays down broad guidelines for timely identification,
assessment and prioritisation of risks affecting the Company.
Internal Financial Controls
Your Company has put in place adequate internal financial controls
with reference to financial statements. Such system has been
designed to provide for:
⢠adoption of accounting policies in line with applicable
Accounting Standards.
⢠uniform accounting treatment is prescribed to the
subsidiaries of your Company.
⢠proper recording of transactions with internal checks and
reporting mechanism.
⢠compliance with applicable statutes, policies, management
policies and procedures.
The management of your Company periodically reviews the
financial performance against the approved plans across various
parameters and takes necessary action, wherever required.
Your Company has its own Internal Audit department with qualified
professionals which carries out periodic audits of all locations and
functions. The observations arising out of the internal audits are
periodically reviewed and its summary along with corrective action
plans, if any, are submitted to top management and Audit & Risk
Management Committee for review, comments and directions.
Directors and Key Managerial Personnel
Appointments, Re-appointments and Resignations
During the year under review following changes took place in the
Board of your Company:
During the financial year, Mr. Yoji Taguchi (DIN: 01892369),
Independent Director of the Company has resigned from the
Board of Directors of the Company w.e.f. 1st April, 2024 due
to his permanent return to Japan and Mr. Setsuya Yoshino
(DIN: 10504479) was appointed in his place as Director in the
capacity of Independent Director of the Company vide circular
resolution dated 22nd February, 2024 and by Members through
Postal Ballot on 25th March, 2024 for a period of up to five
consecutive years with effect from 1st April, 2024 in accordance
with the provisions of Section(s) 149, 150, 152, 161, 175 and other
applicable provisions, if any, of the Companies Act, 2013 read with
Schedule IV of the Companies (Appointment and Qualification of
Directors) Rules, 2014 and Regulation 17 of Listing Regulations.
Mr. Yoji Taguchi has confirmed that there was no material reason
for his resignation apart from the reasons cited above.
Mr. Rahul Rana (DIN: 00476406), has completed his second term of
five years as an Independent Director and consequently ceased to
be a Director of the Company w.e.f. the closure of business hours on
5th August, 2024 and Mr. Kamaljit Kalkat (DIN: 10723711)
was appointed as Non-Executive Director in the capacity of
Independent Director of the Company by the Board of Directors on
31st July, 2024 and by Members at 39th AGM held on
4th September, 2024 for a period upto five consecutive years with
effect from 6th August, 2024 in accordance with the provisions
of Section(s) 149, 150, 152 & 161 and other applicable provisions,
if any, of the Companies Act, 2013 read with Schedule IV of the
Companies (Appointment and Qualification of Directors) Rules,
2014 and Regulation 17 of Listing Regulations.
Lt. Gen. Ravin Khosla (Retd.) (DIN: 10824636) has been appointed
as a Non-Executive Director in the capacity of Independent
Director of the Company vide circular resolution dated
16th December, 2024 and subsequently by Members through
Postal Ballot on 15th March, 2025 for a period upto five consecutive
years with effect from 16th December, 2024 in accordance with
the provisions of Section(s) 149, 150, 152, 161, 175 and other
applicable provisions, if any, of the Companies Act, 2013 read with
Schedule IV of the Companies (Appointment and Qualification of
Directors) Rules, 2014 and Regulation 17 of Listing Regulations.
Dr. Satoshi Ishizuka (DIN: 07692846), Non-Executive Director of
the Company has resigned from the Board of Directors of the
Company w.e.f. the closure of business hours of 31st March, 2025
due to his permanent return to Japan.
Dr. Satoshi Ishizuka has confirmed that there was no material
reason for his resignation apart from the reasons cited above.
Ms. Shradha Suri (DIN: 00176902), has completed her second term
of five years as an Independent Director and consequently ceased
to be a Director of the Company w.e.f. the closure of business hours
on 31st March, 2025.
In accordance with the provisions of Section(s) 149, 152 and other
applicable provisions, if any, of the Companies Act, 2013, read with
Companies (Appointment and Qualification of Directors) Rules,
2014, Mr. Masao Fukami (DIN: 09811031) and Ms. Nisheeta Labroo
(DIN: 10040978), Directors are liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment.
Board places on record its heartfelt appreciation for the Directors
who left the Board.
Statement of Board of Directors
The Board of Directors of the company are of the opinion that
all the Independent Directors of the Company appointed /
reappointed during the year possess impeccable integrity, relevant
expertise and experience required to best serve the interests of
the Company.
Declaration of Independence
Your Company has received declaration from all the Independent
Directors confirming that they meet the criteria of Independence
as prescribed under Section 149(6) of the Companies Act, 2013
read with Schedules and Rules made thereunder as well as
Regulation(s) 16 & 25 of the Listing Regulations. The details of
the familiarization programme along with format of the letter
of appointment provided to the Independent Directors at the
time of appointment outlining his / her role, functions, duties
and responsibilities have been uploaded on the website of the
Company and may be accessed through the link https://www.
aisglass.com/wp-content/uploads/2020/10/fa miliarisation
programmes for Independent Directors.pdf.
Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the
Directors hereby state and confirm that:
a) in the preparation of the annual accounts, the
applicable Accounting Standards and Schedule III of the
Companies Act, 2013 have been followed, long with proper
explanation relating to material departures, if any;
b) they have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at 31st March, 2025
and of the profit and loss of the company for the Financial
Year ended 31st March, 2025;
c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of
the company and for preventing and detecting fraud and
other irregularities;
d) the annual accounts have been prepared on a going concern
basis;
e) proper internal financial controls as laid down by the Directors
were followed by the Company and that such internal
financial controls are adequate and operating effectively; and
f) they have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Statement indicating the manner in which formal
annual evaluation has been done
In terms of provisions of the Companies Act, 2013 and
Regulation 17 of the Listing Regulations, the Board has carried
out the annual evaluation of its own performance and that of
its Directors individually. The evaluation criteria as laid down by
the Nomination and Remuneration Committee included various
aspects of functioning of the Board such as composition, process
and procedures including adequate and timely information,
attendance, delegation of responsibilities, decision-making,
roles and responsibilities including monitoring, benchmarking,
feedback, stakeholder relationship and Committees.
The performance of individual Directors including the Chairman
& Managing Director was evaluated on various parameters such
as knowledge, experience, interest of stakeholders, time devoted,
etc. The evaluation of Independent Directors was based on aspects
like participation in and contribution to the Board decisions,
knowledge, experience and judgment.
Particulars of Remuneration
The information as required in accordance with Section 197(12)
of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, may be obtained by any Member by
writing to the Company Secretary at the registered office or the
corporate office of the Company. However, as per the provisions of
Section 136 of the Companies Act, 2013, the Report along with
financial statements are being sent to all Members of the Company
excluding the aforesaid information.
Board Diversity
The Company recognizes and embraces the importance of a
diverse Board in its success. We believe that a truly diverse Board
will leverage differences in thought, perspective, knowledge,
skill, regional and industry experience, cultural and geographical
background, age and gender, which will help us in retaining
our competitive advantage. Your Board comprises of experts
in the field of Business, Finance, Law, Corporate Governance,
Management and Leadership skills and also has three Women
Directors on the Board.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy, as approved by the Board
on recommendation of the Nomination & Remuneration Committee,
is available on website of the Company www.aisglass.com and can
be accessed through the link https://www.aisglass.com/wp-content/
uploads/2020/10/Nomination Remuneration Policy.pdf.
Corporate Social Responsibility
In compliance with Section 135 of the Companies Act, 2013
read with the Rules made thereunder, the Company has
formed Corporate Social Responsibility ("CSR") Committee. The
policy on Corporate Social Responsibility as approved by the
Board of Directors is uploaded on the website of the Company
www.aisglass.com and can be accessed through the link
https://www.aisglass.com/wp-content/uploads/2021/07/AIS-
Corporate-and-Social-Responsibilitv-Policv-1.pdf.
The CSR Committee has adopted a CSR Policy in accordance with
the provisions of Section 135 of the Companies Act, 2013 and rules
made thereunder. The details of the CSR initiatives undertaken by
the Company during the FY 2024-25 in the prescribed format are
annexed as ''''Annexure Aâ.
Disclosure under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place a Policy on Prevention of Sexual
Harassment at Workplace in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules framed thereunder
and an Internal Complaints Committee has also been set up to
redress any such complaints received.
During the period under review, no complaints were received by
the Internal Complaints Committee established under the Policy
for Prohibition, Prevention and Redressal of Sexual Harassment of
Women at Workplace of the Company.
Other Disclosures
a) There are no proceedings initiated / pending against your
Company under the Insolvency and Bankruptcy Code, 2016
which materially impacts the business of the Company.
b) There were no instances where your Company required the
valuation for one time settlement while taking the loan from
the Banks or Financial Institutions.
c) The Company has complied with the provisions of Maternity
Benefit Act, 1961 during the year under review.
Related Party Transactions
With reference to Section 134(3)(h) of the Companies Act, 2013,
all transactions entered by the Company during FY 2024-25 with
the related parties were in the ordinary course of business and on
arm''s length basis.
During the year under review, your Company has entered into
Material Related Party Transactions as approved by the Members
under Regulation 23 of the Listing Regulations. All the related
party transactions entered by the company during the financial
year were at arm''s length basis and in ordinary course of business.
The details of the related party transactions entered during the
year are provided in the accompanying financial statements.
The Company has not entered into any Material Related Party
Transactions as per the provisions of the Companies Act, 2013 and
a confirmation to this effect as required under Section 134(3)(h) of
the Companies Act, 2013 is annexed herewith as âAnnexure Bâ to
this Report.
The Company has formulated a policy on Related Party Transactions
which is available on the website and can be accessed through link
https://www.aisglass.com/wp-content/uploads/2020/10/Policy
on Related Party Transactions.pdf.
Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required
under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as
''''Annexure Câ to this Report.
Compliance of Secretarial Standards
Pursuant to provisions of Section 118 of the Companies Act, 2013,
the Company has complied with the applicable provisions of
the Secretarial Standards issued by "The Institute of Company
Secretaries of India" and notified by Ministry of Corporate Affairs.
Auditor and Auditors'' Report
Statutory Auditors
M/s. VSSA & Associates, Chartered Accountants (Firm Registration
No. 012421N) were appointed as Statutory Auditors of AIS, for
a second term of 5 (five) consecutive years from conclusion of
37th Annual General Meeting till the conclusion of 42nd Annual
General Meeting. Your Company has received confirmation
from M/s. VSSA & Associates regarding their eligibility under
Section(s) 139 and 141 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014. As required under
Regulation 33 of the Listing Regulations, the Auditors have
also confirmed that they hold a valid certificate issued by the
Peer Review Board of The Institute of Chartered Accountants of
India. The Auditors'' Report for FY 2024-25 does not contain any
qualification or reservation or adverse remark.
Further, no fraud was reported by the auditors of the Company
under Section 143(12) of the Companies Act, 2013.
Cost Auditor
Your Company had appointed M/s. Ajay Ahuja & Associates, Cost
Accountants (Firm Registration No. 101142), as the Cost Auditors of
your Company for FY 2024-25 to conduct audit of cost records of
the Company. Cost Audit Report for the FY 2024-25 shall be filed
with Ministry of Corporate Affairs.
As per Section 148 and other applicable provisions, if any, of the
Companies Act, 2013 read with Companies (Audit and Auditors)
Rules, 2014, your Company is required to maintain cost accounts
and records. The Board of Directors of your Company, on
recommendation of the Audit & Risk Management Committee,
has appointed M/s. Ashish & Associates Cost Accountants as the
Cost Auditor of the Company for the FY 2025-26.
Your Company has received consent from M/s. Ashish & Associates,
Cost Accountants, to act as the Cost Auditor of your Company
for the FY 2025-26 along with a certificate confirming their
independence.
Secretarial Auditor
In accordance with the provisions of Section 204 of the
Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, and
Regulation 24A of the Listing Regulations, your Company
had appointed Mr. Sundeep Kumar Parashar, FCS, Company
Secretary in Practice and proprietor of M/s. SKP & Co., Company
Secretaries, (Firm Registration No. S2005DE077900, Peer Review
Certificate No. 1323/2021) as Secretarial Auditors of the
Company for a term of five consecutive years commencing from
FY 2025-26 till FY 2029-30, subject to approval of the
Members at the ensuing AGM. The Board of Directors based
on the recommendation of the Audit & Risk Management
Committee at its meeting held on 30th July, 2025, approved and
recommended to the Members for their approval, appointment of
Mr. Sundeep Kumar Parashar, Company Secretary, as the
Secretarial Auditor of the Company.
Your Company has received consent from Mr. Sundeep Kumar Parashar,
Company Secretary to act as the Secretarial Auditor of your
Company for the FY 2025-26 till FY 2029-30 along with a certificate
confirming their independence.
The Secretarial Audit Report for FY 2024-25 is annexed herewith as
âAnnexure Dâ to this Report. The Secretarial Auditor''s Report for
FY 2024-25 does not contain any qualification or reservation or
adverse remark.
Annual Secretarial Compliance
The Company had undertaken an audit for the financial year
2024-25 for all applicable compliance as per SEBI Regulations and
Circulars / Guidelines issued thereunder. The Annual Secretarial
Compliance Report has been submitted to Stock Exchanges within
60 days from the end of the financial year.
Significant and Material Orders of Regulators or
Courts or Tribunals
No significant and material order was passed by Regulators or
Courts or Tribunals during the year under review impacting the
going concern status of your Company and its future operations.
Acknowledgements
The Board hereby places on record its sincere appreciation for
the continued assistance and support extended to the Company
by its collaborators, customers, bankers, suppliers, government
authorities and employees.
Your Directors acknowledge with gratitude the encouragement
and support extended by our valued Shareholders.
On behalf of the Board of Directors
Asahi India Glass Limited,
Sanjay Labroo
Dated: 30th July, 2025 Chairman & Managing Director
Place: Gurugram DIN: 00009629
Mar 31, 2024
The Directors are pleased to present their 39th Report along with the audited financial statements (Standalone and Consolidated) of the Company for the year ended 31st March, 2024.
Financial Performance
The Company''s financial performance for the year ended 31st March, 2024 is summarized below:
(? in Lakhs)
|
Particulars |
2023-24 |
2022-23 |
|
Revenue from Operations |
4,14,629 |
3,91,837 |
|
Other Income |
3,097 |
2,147 |
|
Total Income |
4,17,726 |
3,93,984 |
|
Operating Profit (PBDIT) |
74,914 |
82,991 |
|
Profit before Depreciation & Tax (PBDT) |
61,853 |
72,884 |
|
Profit before Tax (PBT) |
45,380 |
57,510 |
|
Profit after Tax (PAT) |
33,553 |
36,782 |
|
OCI for the year |
56 |
(133) |
|
Total Comprehensive Income |
33,609 |
36,649 |
|
Dividend |
4,862 |
4,862 |
Performance Overview
FY 2023-24 has been a mixed year for AIS due to improved demand in both automotive and architectural segments. However, significant drop of prices in float lowered profits. Financial and operational performances have largely been close to budgets. Your Company managed to implement its plans and executed them more efficiently in a sustainable manner.
Revenue from Operations of the Company stood at ? 4,14,629 lakhs in FY 2023-24 as against ? 3,91,837 lakhs in FY 2022-23. Operating Profit has decreased by 9.73% from ? 82,991 lakhs in the previous year to ? 74,914 lakhs in FY 2023-24. The Company posted a profit (PAT) of ? 33,553 lakhs in FY 2023-24 against profit of ? 36,782 lakhs in the previous financial year.
A detailed analysis of Company''s business operations forms a part of the Management Discussion and Analysis, a separate section to this Annual Report.
Change in the nature of business
During the year under review, there has been no change in the nature of business of the Company.
Further, no material changes and commitments have occurred between the end of the Financial Year and the date of the report affecting the financial position of the Company.
Capital Structure
During the year, there was no change in the Company''s authorised, issued, subscribed and paid-up equity share capital.
Subsidiaries, Joint Ventures and Associate Companies
Pursuant to Section 129 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), a separate statement containing salient features of financial statements of all Subsidiaries and Associates of your Company, forms part of the financial statements.
In accordance with the provisions of Section 136 of the Companies Act, 2013, the financial statements of subsidiary & associate companies and related information are available for inspection by Members at the Corporate Office of AIS as well as Registered Office of respective subsidiary and associate companies, during business hours on all days except Saturdays, Sundays and public holidays upto the date of Annual General Meeting (AGM) to any shareholder on demand.
Further, in terms of the above provisions, the audited financial statements including the consolidated financial statements, financial statements of subsidiaries and all other relevant documents required to be attached to this report have been uploaded on website of the Company at www.aisglass.com. A report on the performance and financial position of each of the Subsidiary and Associate companies as per the Companies Act, 2013 is provided as Annexure to the consolidated financial statements in the prescribed Form AOC-1. During the Financial Year 2023-24, AIS Adhesives Limited and AIS Distribution Services Limited have become Subsidiaries of the Company. Pursuant to AIS Adhesives Limited becoming Subsidiary of the Company and GX Glass Sales and Services Limited already being Subsidiary, the Company has acquired indirect significant influence over Under Par Sports Technologies Private Limited which has become an Associate of AIS. Except as above, no other Company has become or ceased to be Subsidiary, Joint Venture or Associate of the Company.
Material Subsidiaries
The Company does not have any material subsidiary. Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred to as "Listing Regulations"), the Company has formulated and duly updated a policy for determining material subsidiaries. This policy is available on the Company''s website and may be accessed through the link https:// www.aisglass.com/wp-content/uploads/2022/10/Policv for Determining Material Subsidiaries W.pdf.
Awards
Your Directors take pride in reporting the following awards and recognitions received bv vour Company during the year:
|
Awarding OEM |
Details |
|
Maruti Suzuki India Ltd. |
Overall Excellence Award |
|
Maruti Suzuki India Ltd. |
HR Award |
|
Hyundai Motor India Ltd. |
Excellence in Sustainability Drive 2023 |
|
Mahindra and Mahindra |
Mahindra Supplier Excellence Awards - |
|
Ltd. |
Special Appreciation Award - Scorpio |
|
Honda Cars India Ltd. |
Certificate of Appreciation - New Model Development Award |
|
Renault Nissan India Pvt |
Quality & Customer Satisfaction Mindset |
|
Ltd. |
Award 2023 |
|
Daimler India Commercial |
Plaque - Nominee under category of |
|
Vehicle |
Quality for the year 2022 |
|
Daimler India Commercial |
Certificate of Appreciation - For being |
|
Vehicle |
reliable partner and achieving 100% in delivery during the year 2022 |
|
The Automotive |
Certificate of Appreciation - Narasimhan |
|
Component Manufacturers |
Corporate Level Award for Excellence in |
|
Association of India |
NPDDL |
Management Discussion and Analysis
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review forms part of this Annual Report.
Dividend
Your Directors are pleased to recommend a Final Dividend of ? 2 per equity share of face value of ? 1 each for the year ended 31st March, 2024.
The above dividend, subject to the approval of Members at the Annual General Meeting scheduled to be held on 4th September, 2024, will be paid on or after 10th September, 2024 to those Shareholders whose names appear in the Register of Members as on 28th August, 2024. The total dividend for the Financial Year will be ? 4,862 lakhs.
In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ''Dividend Distribution Policy''. The Policy is available on the Company''s website https://www.aisglass. com/wp-content/uploads/2020/10/AIS-Dividend-Distribution-Policy.pdf.
Reserves
The Board has not proposed to carry any amount to Reserves. Public Deposits
During the FY 2023-24, your Company has not accepted any deposits within the meaning of Section(s) 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on date of the Balance Sheet.
Consolidated Financial Statements
In accordance with the Companies Act, 2013 and the applicable Accounting Standards, the Consolidated Financial Statements of AIS are provided in the Annual Report.
Corporate Governance
Your Company is in strict compliance with the Corporate Governance requirements, except as mentioned in Corporate Governance Report.
A separate report on Corporate Governance along with the General Shareholders Information, as prescribed under Regulation 34 of the Listing Regulations, is annexed as a part of the Annual Report along with the Auditors'' Certificate on Corporate Governance.
Business Responsibility and Sustainability Report
Your Company has been conducting business on Principles of Environmental, Social and Governance ("ESG") that not only delivers long-term shareholder value but also benefits the society. The Business Responsibility and Sustainability Report as per Regulation 34 of the Listing Regulations is annexed and forms an integral part of the Annual Report.
Industrial Relations
During the FY 2023-24 under review, industrial relations in the Company continued to be cordial and peaceful.
Annual Return
Annual Return of the Company in Form MGT-7, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on Company''s website www.aisglass.com and can be accessed through link https://www.aisglass.com/annual-return.
Particulars of Loans, Guarantees or Investments
Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 as at the end of Financial year 2023-24 are given at note nos. 4, 10, 37 and 45 of the Standalone Financial Statements.
Meetings of the Board and its Committees
The details in respect of the number of Board and Committees meetings of your Company are set out in the Corporate Governance Report which forms a part of the Annual Report.
Audit & Risk Management Committee
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations, the Audit & Risk Management Committee consists of three Independent Directors - Mr. Rahul Rana as Chairman and Ms. Shradha Suri & Ms. Sheetal Mehta as Members as on 31st March, 2024.
Board of Directors of the Company has duly accepted the recommendations of Audit & Risk Management Committee during FY 2023-24. Detailed disclosure in respect of Audit & Risk Management Committee is in the Corporate Governance Report of the Company which forms a part of Annual Report.
Vigil Mechanism / Whistle Blower Policy
The Company has established a Vigil Mechanism / Whistle Blower Policy. The purpose of this mechanism is to provide a framework to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy and provide adequate safeguards against victimization of the person availing this mechanism. The Policy is available on the Company''s website at https://www.aisglass.com/wp-content/ uploads/2020/10/AIS vigil mechanism whistle blower policy. pdf which has been appropriately communicated within the organisation and is effectively operational. The policy provides mechanism whereby any whistle blower may send protected disclosures at complaintscommittee@aisglass.com and in exceptional cases, directly to the Chairman of Audit & Risk Management Committee.
Risk Management
AIS has developed and implemented a Risk Management Policy to identify and mitigate key risks that may negatively impact the Company. It lays down broad guidelines for timely identification, assessment and prioritisation of risks affecting the Company.
Internal Financial Controls
Your Company has put in place adequate internal financial controls with reference to financial statements. Such system has been designed to provide for:
⢠adoption of accounting policies in line with applicable accounting standards.
⢠uniform accounting treatment is prescribed to the subsidiaries of your Company.
⢠proper recording of transactions with internal checks and reporting mechanism.
⢠compliance with applicable statutes, policies, management policies and procedures.
The management of your Company periodically reviews the financial performance against the approved plans across various parameters and takes necessary action, wherever required.
Your Company has its own Internal Audit department with qualified professionals which carries out periodic audits of all locations and functions. The observations arising out of the internal audits are periodically reviewed and its summary along with corrective action plans, if any, are submitted to top management and
Audit & Risk Management Committee for review, comments and directions.
Directors and Key Managerial Personnel
Appointments, Re-appointments and Resignations
During the year under review following changes took place in the Board of your Company:
During the financial year, Mr. Sanjay Labroo (DIN: 00009629) was re-appointed as Chairman & Managing Director by the Board of Directors at its Meeting held on 31st July, 2023 and approved by the Members at 38th AGM of the Company held on 18th September, 2023 to hold office up to 5 (five) consecutive years with effect from 19th February, 2024, in terms of the provisions of Section(s) 196, 197, 198, 203 read with relevant Rules made thereunder, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (as amended from time to time) read with Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 of Listing Regulations, Article 80 of the Articles of Association.
Mr. G. S. Talwar (DIN: 00559460), Independent Director passed away on 27th January, 2024. He had been on the Board of Company since 2012 and had immensely contributed with his valuable guidance and vision during his tenure in the Company.
Mr. Yoji Taguchi (DIN: 01892369), Independent Director of the Company has resigned from the Board of Directors of the Company w.e.f. 1st April, 2024 due to his permanent return to Japan and Mr. Setsuya Yoshino (DIN: 10504479) was appointed in his place as Director in the capacity ofIndependent Director of the Company vide circulation resolution dated 22nd February, 2024 and by Members through Postal Ballot on 25th March, 2024 for a period of up to five consecutive years with effect from 1st April, 2024 in accordance with the provisions of Section(s) 149, 150, 152, 161, 175 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule IV of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of Listing Regulations.
Mr. Yoji Taguchi has confirmed that there was no material reason for his resignation apart from the reasons cited above.
In accordance with the provisions of Section(s) 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Masao Fukami (DIN: 09811031) and Ms. Nisheeta Labroo (DIN: 10040978), Directors are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.
Statement of Board of Directors
The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company appointed / re-appointed during the year possess impeccable integrity, relevant expertise and experience required to best serve the interests of the Company.
Declaration of Independence
Your Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedules and Rules made thereunder as well as Regulation(s) 16 & 25 of the Listing Regulations. The details of the familiarization programme along with format of the letter of appointment provided to the Independent Directors at the time of appointment outlining his / her role, functions, duties and responsibilities have been uploaded on the website of the Company and may be accessed through the link https://www. aisglass.com/wp-content/uploads/2020/10/familiarisation programmes for Independent Directors.pdf.
Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm that:
a) in the preparation of the annual accounts, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 have been followed, along with proper explanation relating to material departures, if any;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit and loss of the Company for the Financial Year ended 31st March, 2024;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) proper internal financial controls as laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Statement indicating the manner in which formal annual evaluation has been done
In terms of provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out the annual evaluation of its own performance and that of its Directors individually. The evaluation criteria as laid down by
the Nomination and Remuneration Committee included various aspects of functioning of the Board such as composition, process and procedures including adequate and timely information, attendance, delegation of responsibilities, decision-making, roles and responsibilities including monitoring, benchmarking, feedback, stakeholder relationship and Committees.
The performance of individual Directors including the Chairman & Managing Director was evaluated on various parameters such as knowledge, experience, interest of stakeholders, time devoted, etc. The evaluation of Independent Directors was based on aspects like participation in and contribution to the Board decisions, knowledge, experience and judgment.
Particulars of Remuneration
The information as required in accordance with Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended may be obtained by any Member by writing to the Company Secretary at the registered office or the corporate office of the Company. However, as per the provisions of Section 136 of the Companies Act, 2013, the Report along with financial statements are being sent to all Members of the Company excluding the aforesaid information.
Board Diversity
The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age and gender, which will help us in retaining our competitive advantage. Your Board comprises of experts in the field of Business, Finance, Law, Corporate Governance, Management and Leadership skills and also has three Women Directors on the Board.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy, as approved by the Board on recommendation of the Nomination & Remuneration Committee, is available on website of the Company www.aisglass.com and can be accessed through the link https://www.aisglass.com/wp-content/uploads/2020/10/ Nomination Remuneration Policy.pdf.
Corporate Social Responsibility
In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR") Committee. The policy on Corporate Social Responsibility as approved by the
Board of Directors is uploaded on the website of the Company www.aisglass.com and can be accessed through the link https:// www.aisglass.com/wp-content/uploads/2021/07/AIS-Corporate-and-Social-Responsibilitv-Policv-1.pdf.
The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2023-24 in the prescribed format are annexed as "Annexure A".
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder and an Internal Complaints Committee has also been set up to redress any such complaints received.
During the period under review, no complaint was received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace of the Company.
Other Disclosures
a) There was no proceeding initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impacts the business of the Company.
b) There was no instance where your Company required the valuation for one time settlement while taking the loan from the Banks or Financial Institutions.
Related Party Transactions
With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions entered by the Company during FY 2023-24 with the related parties were in the ordinary course of business and on arm''s length basis.
During the year under review, your Company has entered into Material Related Party Transactions as approved by the Members under Regulation 23 of the Listing Regulations. All the related party transactions entered by the Company during the financial year were at arm''s length basis and in ordinary course of business.
The details of the related party transactions entered during the year are provided in the accompanying financial statements.
The Company has not entered into any Material Related Party Transactions as per the provisions of the Companies Act, 2013 and a confirmation to this effect as required under Section 134(3)(h) of the Companies Act, 2013 is annexed herewith as "Annexure B" to this Report.
The Company has formulated a policy on Related Party Transactions which is available on the website and can be accessed through link https://www.aisalass.com/wp-content/uploads/2020/10/Policv on Related Party Transactions.pdf.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as "Annexure C" to this Report.
Compliance of Secretarial Standards
Pursuant to provisions of section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by "The Institute of Company Secretaries of India" and notified by Ministry of Corporate Affairs.
Auditor and Auditors'' Report
Statutory Auditors
M/s. VSSA & Associates, Chartered Accountants (Firm Registration No. 012421N) were appointed as Statutory Auditors of AIS, for a second term of 5 (five) consecutive years from conclusion of 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting. Your Company has received confirmation from M/s. VSSA & Associates regarding their eligibility under Section(s) 139 and 141 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. As required under Regulation 33 of the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of The Institute of Chartered Accountants of India. The Auditors'' Report for FY 2023-24 does not contain any qualification or reservation or adverse remark.
Further, no fraud was reported by the auditors of the Company under Section 143(12) of the Companies Act, 2013.
Cost Auditor
Your Company had appointed M/s. Ajay Ahuja & Associates, Cost Accountants (Firm Registration No. 101142), as the Cost Auditors of your Company for FY 2023-24 to conduct audit of cost records of the Company. Cost Audit Report for the FY 2023-24 shall be filed with Ministry of Corporate Affairs.
As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, your Company is required to maintain cost accounts and records. The Board of Directors of your Company, on recommendation of the Audit & Risk Management Committee, has appointed M/s. Ajay Ahuja & Associates, Cost Accountants as the Cost Auditor of the Company for the FY 2024-25.
Your Company has received consent from M/s. Ajay Ahuja & Associates, Cost Accountants, to act as the Cost Auditor of your Company for the FY 2024-25 along with a certificate confirming their independence.
Secretarial Auditor
In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Sundeep Kumar Parashar, FCS, Company Secretary in Practice and proprietor of M/s. SKP & Co., Company Secretaries, to conduct the Secretarial Audit of your Company for FY 2023-24. The Secretarial Audit Report for FY 2023-24 is annexed herewith as "Annexure D" to this Report.
Annual Secretarial Compliance
The Company had undertaken an audit for the FY 2023-24 for all applicable compliance as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report has been submitted to Stock Exchanges within 60 days from the end of the financial year.
Significant and Material Orders of Regulators or Courts or Tribunals
No significant and material order was passed by Regulators or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.
Acknowledgements
The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, suppliers, government authorities and employees.
Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.
On behalf of the Board of Directors Asahi India Glass Limited,
Sanjay Labroo
Dated: 15th May, 2024 Chairman & Managing Director
Place: Gurugram DIN: 00009629
Mar 31, 2023
The Directors are pleased to present their 38th Report along with the audited financial statements (Standalone and Consolidated) of the Company for the year ended 31st March, 2023.
The Company''s financial performance for the year ended 31st March, 2023 is summarized below:
|
C in Lakhs) |
||
|
Particulars |
2022-23 |
2021-22 |
|
Revenue from Operations |
3,91,837 |
3,10,963 |
|
Other Income |
2,147 |
2,411 |
|
Total Income |
3,93,984 |
3,13,374 |
|
Operating Profit (PBDIT) |
82,991 |
79,173 |
|
Profit before Depreciation & Tax (PBDT) |
72,884 |
67,416 |
|
Profit before Tax |
57,510 |
51,899 |
|
Profit after Tax |
36,782 |
34,762 |
|
OCI for the year |
(133) |
276 |
|
Total Comprehensive Income |
36,649 |
35,038 |
|
Dividend |
4,862 |
2,431 |
FY 2022-23 has been a satisfying year for AIS due to improved demand in both automotive and architectural segments. Financial and operational performances have largely been close to budgets. Your Company managed to implement its plans and executed them more efficiently to post better financial results.
The revenue from operations of the Company stood at ? 3,91,837 lakhs in FY 2022-23 as against ? 3,10,963 lakhs in FY 2021-22. Operating Profit has increased by 4.82% from ? 79,173 lakhs in the previous year to ? 82,991 lakhs in FY 2022-23. The Company posted a profit (PAT) of ? 36,782 lakhs in FY 2022-23 against profit of ? 34,762 lakhs in the previous financial year.
A detailed analysis of Company''s business operations forms a part of the Management Discussion and Analysis, a separate section to this Annual Report.
Change in the nature of business
During the year under review, there has been no change in the nature of business of the Company.
Further, no material changes and commitments have occurred between the end of Financial Year and the date of report affecting the financial position of the Company.
During the year, there was no change in the Company''s authorised, issued, subscribed and paid-up equity share capital.
Pursuant to Section 129 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), a separate statement containing salient features of financial statements of all subsidiaries and associates of your Company, forms part of the financial statements.
In accordance with the provisions of Section 136 of the Companies Act, 2013 the financial statements of subsidiary & associate Companies and related information are available for inspection by Members at the Corporate Office of AIS as well as Registered Office of respective subsidiary and associate Companies, during business hours on all days except Saturdays, Sundays and public holidays upto the date of Annual General Meeting (AGM) to any shareholder on demand.
Further, in terms of the above provisions, the audited financial statements including the consolidated financial statements, financial statements of subsidiaries and all other relevant documents required to be attached to this report have been uploaded on website of the Company www.aisglass. com. A report on the performance and financial position of each of the subsidiary and associate companies as per the Companies Act, 2013 is provided as Annexure to the consolidated financial statements in the prescribed Form AOC-1. During the Financial Year 2022-23, Shield Autoglass Limited has become a Subsidiary of the Company and Asahi India Flat Glass Limited was incorporated as a Wholly Owned Subsidiary of the Company. Except as above, no other Company has become or ceased to be Subsidiary, Joint Venture or Associate of the Company.
The Company does not have any material subsidiary. Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred to as "Listing Regulations"), the Company has formulated and duly updated a policy for determining material subsidiaries. This policy is available on the Company''s website and may be accessed through the link https://www.aisglass.com/ wp-content/uploads/2022/10/Policv for Determining Material Subsidiaries W.pdf.
Your Directors take pride in reporting the following awards and recognitions received by your Company during the year:
|
Awarding OEM |
(Details |
|
Maruti Suzuki India Ltd. |
Overall Excellence for year 2021-22 |
|
Toyota |
Trophy for Zero Defect Supplies for year 2021 |
|
Toyota |
Best Value Analysis (VA) Supplier |
|
Toyota |
Certificate for achieving target in the category of Delivery Year 2021 |
|
Toyota |
Certificate for achieving target in the category of Quality Year 2021 |
|
Mahindra and Mahindra |
Special Appreciation Award For XUV7OO |
|
Daimler Truck AG |
Nominee in the category "Excellence in Quality" |
|
Daimler India Commercial Vehicles |
Certificate of Appreciation (100% in delivery) during year 2021 |
|
Renault Nissan |
Supplier Quality Award for Quality Sustenance - Continuous L1" Rating in 2022 |
|
Renault Nissan |
Quality and Customer Satisfaction Mindset Award |
Management Discussion and Analysis
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, forms part of this Annual Report.
Your Directors are pleased to recommend a Final Dividend of ? 2 per equity share of face value of ? 1 each for the year ended 31st March, 2023.
The above dividend, subject to the approval of Members at the Annual General Meeting scheduled to be held on 18th September, 2023, will be paid on or after 24th September, 2023 to those Shareholders whose names appear in the Register of Members as on 11th September, 2023. The total dividend for the Financial Year will be ? 4,862 lakhs.
In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ''Dividend Distribution Policy''. The Policy is available on the Company''s website https://www.aisglass. com/wp-content/uploads/2020/10/AIS-Dividend-Distribution-Policy.pdf.
The Board has not proposed to carry any amount to Reserves. Public Deposits
During the FY 2022-23, your Company has not accepted any deposits within the meaning of Section(s) 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet.
Consolidated Financial Statements
In accordance with the Companies Act, 2013 and the applicable Accounting Standards, the Consolidated Financial Statements of AIS are provided in the Annual Report.
Your Company is in strict compliance with the Corporate Governance requirements.
A separate report on Corporate Governance along with the General Shareholders Information, as prescribed under Regulation 34 of the Listing Regulations, is annexed as a part of the Annual Report along with the Auditors'' Certificate on Corporate Governance.
Business Responsibility and Sustainability Report
SEBI vide its Circular dated 10th May, 2021 had amended Regulation 34 of the Listing Regulations with effect from the Financial Year 2022-23, wherein Business Responsibility Report ("BRR") has been replaced with Business Responsibility and Sustainability Report ("BRSR") for top 1000 listed companies based on market capitalisation.
Your Company has been conducting business on Principles of Environmental, Social and Governance ("ESG") that not only delivers long-term shareholder value but also benefits the society. The BRSR as per Regulation 34 of the Listing Regulations is annexed and forms an integral part of the Annual Report.
During the FY 2022-23 under review, industrial relations in the Company continued to be cordial and peaceful.
Annual Return of the Company in Form MGT-7, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on Company''s website www.aisglass.com and can be accessed through link https://www.aisglass.com/annual-return.
Particulars of Loans, Guarantees or Investments
Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 as at the end of Financial year 2022-23 are given at note nos. 4, 10, 37 and 45 of the Standalone Financial Statements.
Meetings of the Board and its Committees
The details in respect of the number of Board and Committees meetings of your Company are set out in the Corporate Governance Report which forms a part of the Annual Report.
Audit & Risk Management Committee
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations, the Audit & Risk Management Committee consists of three Independent Directors - Mr. Rahul Rana as Chairman and Ms. Shradha Suri & Ms. Sheetal Mehta as Members as on 31st March, 2023.
Board of Directors of the Company has duly accepted the recommendations of Audit & Risk Management Committee during FY 2022-23. Detailed disclosure in respect of Audit & Risk Management committee is in the Corporate Governance Report of the Company which forms a part of Annual Report.
Vigil Mechanism / Whistle Blower Policy
The Company has established a Vigil Mechanism / Whistle Blower Policy. The purpose of this mechanism is to provide a framework to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and provide adequate safeguards against victimization of the person availing this mechanism. The Policy is available on the Company''s website at www.aisglass.com/policies which has been appropriately communicated within the organisation and is effectively operational. The policy provides mechanism whereby any whistle blower may send protected disclosures at complaintscommittee@aisglass.com and in exceptional cases, directly to the Chairman of Audit & Risk Management Committee.
AIS has developed and implemented a Risk Management Policy to identify and mitigate key risks that may negatively impact the Company. It lays down broad guidelines for timely identification, assessment and prioritisation of risks affecting the Company.
Your Company has put in place adequate internal financial controls with reference to financial statements. Such system has been designed to provide for:
⢠adoption of accounting policies in line with applicable accounting standards.
⢠uniform accounting treatment is prescribed to the subsidiaries of your Company.
⢠proper recording of transactions with internal checks and reporting mechanism.
⢠compliance with applicable statutes, policies, management policies and procedures.
The management of your Company periodically reviews the financial performance against the approved plans across various parameters and takes necessary action, wherever required.
Your Company has its own Internal Audit department with qualified professionals which carries out periodic audits of all locations and
functions. The observations arising out of the internal audits are periodically reviewed and its summary along with corrective action plans, if any, are submitted to top management and Audit & Risk Management Committee for review, comments and directions.
Directors and Key Managerial Personnel
Appointments, Re-appointments and Resignations
During the year under review following changes took place in the Board of your Company:
Mr. Brij Mohan Labroo (DIN: 00040433), the Founder Promoter of AIS passed away on 7th November, 2022. He has been on the Board of Company since 1985 and had immensely contributed in the formation and growth of the Company. Mr. Satoshi Ogata (DIN: 08068218), Whole-time Director of the Company has resigned from the Board of Directors of the Company w.e.f. 31st December, 2022 and Mr. Masao Fukami (DIN: 09811031) was appointed in his place as an Additional Director and subsequently as Whole-time Director, designated as Deputy Managing Director - Technical and C.T.O. (Auto) of the Company by the Board of Directors at its Meeting held on 27th December, 2022, as recommended by the Nomination and Remuneration Committee and approved by Members through Postal Ballot on 27th March, 2023, for a period of 4 years w.e.f. 1st January, 2023.
Mr. Sanjay Labroo (DIN: 00009629) has been appointed as Chairman of the Board & Company and was re-designated as Chairman & Managing Director (CMD) by the Board of Directors at its Meeting held on 25th January, 2023 as recommended by the Nomination and Remuneration Committee, other terms of his appointment remaining same as per the Board resolution dated 12th February, 2019 and Shareholders'' resolution dated 6th August, 2019.
Ms. Nisheeta Labroo (DIN: 10040978), has been appointed as an Additional Director and subsequently as Non-Executive Director on the Board of Directors of the Company, liable to retire by rotation, vide resolution passed by circulation dated 17th February, 2023 and approved by Members through Postal Ballot on 27th March, 2023.
In accordance with the provisions of Section(s) 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, Dr. Satoshi Ishizuka (DIN: 07692846) and Mr. Masahiro Takeda (DIN: 07058532), Directors are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.
Statement of Board of Directors
The Board of Directors of the company are of the opinion that all the Independent Directors of the company appointed / re-appointed during the year possess impeccable integrity, relevant expertise and experience required to best serve the interests of the company.
Your Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedules and Rules made thereunder as well as Regulations 16 & 25 of the Listing Regulations. The details of the familiarization programme along with format of the letter of appointment provided to the Independent Directors at the time of appointment outlining his / her role, functions, duties and responsibilities have been uploaded on the website of the Company and may be accessed through the link https://www. aisglass.com/wp-content/uploads/2020/10/familiarisation programmes for Independent Directors.pdf.
Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm that:
(a) in the preparation of the annual accounts, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 have been followed, along with proper explanation relating to material departures , if any;
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit and loss of the company for the Financial Year ended 31st March, 2023;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls as laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Statement indicating the manner in which formal annual evaluation has been done
In terms of provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out the annual evaluation of its own performance and that of its Directors individually. The evaluation criteria as laid down by
the Nomination and Remuneration Committee included various aspects of functioning of the Board such as composition, process and procedures including adequate and timely information, attendance, delegation of responsibilities, decision-making, roles and responsibilities including monitoring, benchmarking, feedback, stakeholder relationship and Committees.
The performance of individual Directors including the Chairman was evaluated on various parameters such as knowledge experience, interest of stakeholders, time devoted, etc. The evaluation of Independent Directors was based on aspects like participation in and contribution to the Board decisions, knowledge, experience and judgment.
The information as required in accordance with Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended may be obtained by any Member by writing to the Company Secretary at the registered office or the corporate office of the Company. However, as per the provisions of Section 136 of the Companies Act, 2013, the Report along with financial statements are being sent to all Members of the Company excluding the aforesaid information.
The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age and gender, which will help us in retaining our competitive advantage. Your Board comprises of experts in the field of Business, Finance, Law, Corporate Governance, Management and Leadership skills and also has three Women Directors on the Board.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy, as approved by the Board on recommendation of the Nomination & Remuneration Committee, is available on website of the Company www.aisglass.com and can be accessed through the link https://www.aisglass.com/policies.
Corporate Social Responsibility
In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR") Committee. The policy on Corporate Social Responsibility as approved by the Board of Directors is uploaded on the website of the Company www.aisglass.com.
The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2022-23 in the prescribed format are annexed as "Annexure A".
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder and an Internal Complaints Committee has also been set up to redress any such complaints received.
During the period under review, no complaints were received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace of the Company.
(a) There are no proceedings initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impacts the business of the Company.
(b) There were no instances where your Company required the valuation for one time settlement while taking the loan from the Banks or Financial Institutions.
With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions entered by the Company during FY 2022-23 with the related parties were in the ordinary course of business and on arm''s length basis.
During the year under review, your Company has entered into Material Related Party Transactions as approved by the Members under Regulation 23 of the Listing Regulations. All the related party transactions entered by the company during the financial year were at arm''s length basis and in ordinary course of business. The details of the related party transactions entered during the year are provided in the accompanying financial statements.
The Company has not entered into any Material Related Party Transactions as per the provisions of the Companies Act, 2013 and a confirmation to this effect as required under Section 134(3)(h) of the Companies Act, 2013 is annexed herewith as "Annexure B" to this Report.
The Company has formulated a policy on Related Party Transactions which is available on the website and can be accessed through link https://www.aisglass.com/wp-content/uploads/2020/10/Policv
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as "Annexure C" to this Report.
Compliance of Secretarial Standards
Pursuant to provisions of section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
Statutory Auditors
M/s. VSSA & Associates, Chartered Accountants (Firm Registration No. 012421N) were appointed as Statutory Auditors of AIS, for a second term of 5 (five) consecutive years from conclusion of 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting. Your Company has received confirmation from M/s. VSSA & Associates regarding their eligibility under Sections 139 and 141 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. As required under Regulation 33 of the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of The Institute of Chartered Accountants of India. The Auditors'' Report for the financial year 2022-23 does not contain any qualification or reservation or adverse remark.
Further, no fraud was reported by the auditors of the Company under Section 143(12) of the Companies Act, 2013.
Cost Auditor
Your Company had appointed M/s. Ajay Ahuja & Associates, Cost Accountants (Firm Registration No. 101142), as the Cost Auditors of your Company for FY 2022-23 to conduct audit of cost records of the Company. Cost Audit Report for the FY 2022-23 shall be filed with Ministry of Corporate Affairs.
As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, your Company is required to maintain cost accounts and records. The Board of Directors of your company, on recommendation of the Audit & Risk Management Committee, has appointed M/s. Ajay Ahuja Associates, Cost Accountants as the Cost Auditor of the Company for the FY 2023-24.
Your Company has received consent from M/s. Ajay Ahuja & Associates, Cost Accountants, to act as the Cost Auditor of your Company for the FY 2023-24 along with a certificate confirming their independence.
Secretarial Auditor
In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Sundeep Kumar Parashar, FCS, Company Secretary in Practice and proprietor of M/s. SKP & Co., Company Secretaries, to conduct the Secretarial Audit of your Company for FY 2022-23. The Secretarial Audit Report for FY 2022-23 is annexed herewith as "Annexure D" to this Report.
The Company had undertaken an audit for the financial year 2022-23 for all applicable compliance as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report has been submitted to Stock Exchanges within 60 days from the end of the financial year.
Significant and Material Orders of Regulators or Courts or Tribunals
No significant and material order was passed by Regulators or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.
The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, suppliers, Government authorities and employees.
Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.
On behalf of the Board of Directors Asahi India Glass Limited,
Sanjay Labroo
Dated: 15th May, 2023 Chairman & Managing Director
Place: Gurugram DIN: 00009629
Mar 31, 2022
The Directors are pleased to present their 37th Report along with the audited financial statements (Standalone and Consolidated) of the Company for the year ended 31st March, 2022.
The Company''s financial performance for the year ended 31st March, 2022 is summarized below:
|
C in Lakhs) |
||
|
Particulars |
2021-22 |
2020-21 |
|
Net Turnover |
3,10,963 |
2,38,049 |
|
Other Income |
2,411 |
3,992 |
|
Total Income |
3,13,374 |
2,42,041 |
|
Operating Profit (PBDIT) |
79,173 |
48,388 |
|
Gross Profit (PBDT) |
67,416 |
34,543 |
|
Profit before Tax |
51,899 |
21,798 |
|
Profit after Tax |
34,762 |
13,884 |
|
Dividend |
2,431 |
0 |
|
Tax on Dividend |
0 |
0 |
|
Balance Carried to OCI |
276 |
446 |
FY 2021-22 has been a satisfying year for AIS due to improved demand. Financial and operational performances have largely been close to budgets. Your Company managed to implement its plans and executed them more efficiently to post better financial results.
The net turnover of the Company stood at ? 3,10,963 lakhs in FY 2021-22 as against ? 2,38,049 lakhs in 2020-21. Operating Profit has increased by 63.62% from ? 48,388 lakhs in the previous year to ? 79,173 lakhs in FY 2021-22. The Company posted a profit (PAT) of ? 34,762 lakhs in FY 2021-22 against profit of ? 13,884 lakhs in the previous financial year.
A detailed analysis of Company''s business operations forms part of the Management Discussion and Analysis, a separate section to this Annual Report.
Change in the nature of business
During the year under review, there has been no change in the nature of business of the Company.
Further, no material changes and commitments have occurred between the end of the Financial Year and the date of the report affecting the financial position of the Company.
During the year, there was no change in the Company''s authorized, issued, subscribed and paid-up equity share capital.
Pursuant to section 129 and other applicable provisions, if any, of the Companies Act, 2013, a separate statement containing salient features of financial statements of all subsidiaries and associates of your Company forms part of the financial statements.
In accordance with the provisions of Section 136 of Companies Act, 2013, the financial statements of subsidiaries & associate Companies and related information are available for inspection by Members at the Corporate Office of AIS as well as Registered Office of respective subsidiary and associate companies, during business hours on all days except Saturdays, Sundays and public holidays upto the date of Annual General Meeting (AGM) to any shareholder on demand.
Further in terms of the above provision, the audited financial statements including the consolidated financial statements, financial statements of subsidiaries and all other relevant documents required to be attached to this report have been uploaded on website of the Company www.aisglass.com. A report on the performance and financial position of each of the subsidiary and associate companies as per Companies Act, 2013 is provided as Annexure to the consolidated financial statements in the prescribed Form AOC-1. During FY 2021-22, no Company has become or ceased to be Subsidiary, Joint Venture or Associate of the Company.
The Company does not have any material subsidiary. Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred to as "Listing Regulations"), the Company has formulated and duly updated a policy for determining material subsidiaries. This policy is available on the Company''s website and may be accessed through the link https://www.aisglass.com/ policy/Policy for Determining Material Subsidiaries.pdf.
Your Directors take pride in reporting the following awards and recognitions received by your Company during the year:
|
Awarding OEM |
(Details |
|
Maruti Suzuki India Ltd. |
Overall Excellence for year 2021 |
|
Hyundai Motor India Ltd |
Zero Defect Vendor award for Bi3 (New i20) Project 2021 |
|
Toyota Kirloskar Motor Ltd. |
Trophy for Zero Defect Supplies for year 2021 |
|
Toyota Kirloskar Motor Ltd. |
Best Value Analysis (VA) Supplier |
|
Toyota Kirloskar Motor Ltd. |
Certificate for achieving target in the category of Delivery - Year 2021 |
|
Toyota Kirloskar Motor Ltd. |
Certificate for achieving target in the category of Quality - Year 2021 |
|
Tata Motor - CVBU Spares |
2nd Best Supplier of the Year Award |
|
Division |
Demand Fulfilment North (2020-21) for TML CV - SPD supplies |
|
Ashok Leyland Ltd |
Best Quality Silver Award LCV 2021 |
|
General Motors |
Supplier Quality Excellence Award 2020 |
|
DICV |
Nominee in the category Excellence in Quality |
|
Whirlpool |
1st prize in QCC competition |
|
Automotive Component |
ACMA Atmanirbhar Excellence Award |
|
Manufacturers Association |
(gold award in new product development) |
|
of India |
for 2021 in March 2022 |
|
Confederation of Indian |
Excellence in Specific Areas - Best Holding |
|
Industry |
the Gains - 1 award during CII 34th National Quality Circle Competition in March 2022 |
|
Confederation of Indian |
Awarded the Kaizen Conclave 2022 during |
|
Industry |
CII 34th National Quality Circle Competition in March 2022 |
Management Discussion and Analysis
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review forms part of this Annual Report.
Your Directors are pleased to recommend a Final Dividend of ? 2 per equity share of face value of ? 1 each for the year ended 31st March, 2022.
The above dividend, subject to the approval of Members at the Annual General Meeting scheduled to be held on 15th September, 2022, will be paid on or after 21st September, 2022 to those Shareholders whose names appear in the Register of Members as on 8th September, 2022. The total dividend for the Financial Year will be ? 4,862 lakhs.
In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ''Dividend Distribution Policy''. The Policy is available on the Company''s website www.aisglass.com
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The Board has not proposed to carry any amount to Reserves. Public Deposits
During the FY 2021-22, your Company has not accepted any deposits within the meaning of Section(s) 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on date of the Balance Sheet.
Consolidated Financial Statements
In accordance with the Companies Act, 2013 and the applicable Accounting Standards, the Consolidated Financial Statements of AIS are provided in the Annual Report.
Your Company is in strict compliance with the Corporate Governance requirements except as provided under Corporate Governance Section of Annual Report. A separate report on Corporate Governance along with the General Shareholders Information, as prescribed under Regulation 34 of Listing Regulations, is annexed as a part of the Annual Report along with the Auditors'' Certificate on Corporate Governance.
Your Company has been conducting business on principles of Environmental, Social and Governance ("ESG") that not only delivers long-term shareholder value but also benefits the society. The Business Responsibility Report as per Regulation 34 of the Listing Regulations is annexed and forms an integral part of the Annual Report.
During the FY 2021-22 under review, industrial relations in the Company continued to be largely cordial and peaceful.
Annual Return of the Company in Form MGT-7, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on Company''s website www.aisglass.com and can be accessed through link https://www.aisglass.com/annual-return.
Particulars of Loans, Guarantees or Investments
Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees and investments under the provisions of section 186 of the Companies Act, 2013 as at the end of FY 2021-22 are given at note nos. 4 and 5 of the Standalone Financial Statements.
Meetings of the Board and its Committees
The details in respect of the number of Board and Committees meetings of your Company are set out in the Corporate Governance Report which forms part of the Annual Report.
Audit & Risk Management Committee
Pursuant to the provisions of Section 177 of Companies Act, 2013 and Regulation 18 of Listing Regulations, the Audit & Risk Management Committee consists of three Independent Directors - Mr. Rahul Rana as Chairman and Ms. Shradha Suri and Ms. Sheetal Kapal Mehta as Members as on 31st March, 2022.
Board of Directors of the Company has duly accepted the recommendations of Audit & Risk Management Committee during FY 2021-22. Detailed disclosure in respect of Audit & Risk Management committee is in Corporate Governance Report of the Company which forms part of Annual Report.
Vigil Mechanism/ Whistle Blower Policy
The Company has established a Vigil Mechanism/ Whistle Blower Policy. The purpose of this mechanism is to provide a framework to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and provide adequate safeguards against victimization of the person availing this mechanism. The Policy is available on Company''s website at www.aisglass.com/policies which has been appropriately communicated within the organisation and is effectively operational. The policy provides mechanism whereby any whistle blower may send protected disclosures at complaintscommittee@aisglass.com and in exceptional cases, directly to the Chairman of Audit & Risk Management Committee.
AIS has developed and implemented a Risk Management Policy to identify and mitigate key risks that may negatively impact the Company. It lays down broad guidelines for timely identification, assessment and prioritisation of risks affecting the Company.
Your Company has put in place adequate internal financial controls with reference to financial statements. Such system has been designed to provide for
⢠Adoption of accounting policies in line with applicable accounting standards.
⢠Uniform accounting treatment is prescribed to the subsidiaries of your Company.
⢠Proper recording of transactions with internal checks and reporting mechanism.
⢠Compliance with applicable statutes, policies, management policies and procedures.
The management of your Company periodically reviews the financial performance against the approved plans across various parameters and takes necessary action, wherever required.
Your Company has its own Internal Audit department with qualified professionals which carries out periodic audits of all locations and functions. The observations arising out of the internal audits are periodically reviewed and its summary along with corrective action plans, if any, are submitted to top management and Audit & Risk Management Committee for review, comments and directions.
Directors and Key Managerial Personnel
Appointments, Re-appointments and Resignations
During the year under review following changes took place in the Board of your Company:
Mr. Satoshi Ogata (DIN: 08068218) was re-appointed as Whole-time Director, designated as Dy. Managing Director & C.T.O. (Auto) by the Board of Directors at its Meeting held on 28th January, 2022 as recommended by the Nomination and Remuneration Committee for a term of one year w.e.f. 13th February, 2022, in terms of the provisions of Section(s) 196, 197, 198 read with relevant rules made thereunder, schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 of Listing Regulations, and subject to the approval of the Shareholders in forthcoming Annual General Meeting.
In accordance with the provisions of Section(s) 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, Dr. Satoshi Ishizuka (DIN: 07692846) and Mr. Masahiro Takeda (DIN: 07058532), Directors are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.
Statement of Board of Directors
The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company appointed / reappointed during the year possess impeccable integrity, relevant expertise and experience required to best serve the interest of the Company.
Your Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of Companies Act, 2013 read with Schedules and Rules made thereunder as well as Regulations 16 & 25 of the Listing Regulations. The details of the familiarization programme
along with format of the letter of appointment provided to the Independent Directors at the time of appointment outlining his / her role, functions, duties and responsibilities have been uploaded on the website of the Company and may be accessed through the link https://www.aisglass.com/policy/ familiarisation programmes for Independent Directors.pdf
Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm that:
(a) in the preparation of the annual accounts, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 have been followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2022 and of the profit and loss of the Company for the Financial Year ended 31st March, 2022;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls as laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Statement indicating the manner in which formal annual evaluation has been done
In terms of provisions of Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out the annual evaluation of its own performance and that of its Directors individually. The evaluation criteria as laid down by the Nomination and Remuneration Committee included various aspects of functioning of the Board such as composition, process and procedures including adequate and timely information, attendance, delegation of responsibilities, decision-making, roles and responsibilities including monitoring, benchmarking, feedback, stakeholder relationship and Committees.
The performance of individual Directors including the Chairman was evaluated on various parameters such as knowledge and experience, interest of stakeholders, time devoted, etc. The evaluation of Independent Directors was based on aspects like participation in and contribution to the Board decisions, knowledge & experience and judgment.
Particulars of Remuneration
The information as required in accordance with Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended may be obtained by any Member by writing to the Company Secretary at the registered office or the corporate office of the Company. However, as per the provisions of Section 136 of the Companies Act, 2013, the Report along with financial statements are being sent to all Members of the Company excluding the aforesaid information.
Board Diversity
The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age and gender, which will help us in retaining our competitive advantage. Your Board comprises of experts in the field of Finance, Law, Corporate Governance, Management and Leadership skills and also has two Woman Directors on the Board.
Nomination and Remuneration Policy
The Nomination & Remuneration Policy as approved by the Board on recommendation of the Nomination & Remuneration Committee is available on website of the Company www.aisglass.com and can be accessed through link https://www.aisglass.com/policies.
Corporate Social Responsibility
In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR") Committee. The policy on Corporate Social Responsibility as approved by the Board of Directors is uploaded on the website of the Company www.aisglass.com.
The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2021-22 in the prescribed format are annexed as "Annexure B".
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder and an Internal Complaints Committee has also been set up to redress any such complaints received.
During the period under review, two complaints were received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace of the Company and were disposed off during the Financial Year after due consultations and procedures.
Related Party Transactions
With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions entered by the Company during FY 2021-22 with related parties were in the ordinary course of business and on arm''s length basis.
During the year under review, the Company has not entered into any contract / arrangement / transaction with related parties as per section 188(1) of the Act and Regulation 23 of Listing Regulations, which could be considered material transaction (i.e. transaction exceeding rupees one thousand crore or 10% of annual consolidated turnover as per last audited financial statements, whichever is lower). All the related party transactions entered by the Company during the financial year were at arm''s length basis and in ordinary course of business. The details of the related party transactions entered during the year are provided in the accompanying financial statements.
The Company has formulated a policy on Related Party Transactions which is available at the website and can be accessed through link https://www.aisglass.com/policv/Policv on Related Party Transactions.pdf.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as "Annexure C" to this Report.
Compliance of Secretarial Standards
Pursuant to provisions of section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the "The Institute of Company Secretaries of India" and notified by Ministry of Corporate Affairs.
Statutory Auditors
M/s. VSSA & Associates, Chartered Accountants (Firm Registration No. 012421N) were appointed as Statutory Auditors of AIS, for a term of 5 (five) consecutive years from conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting and whose tenure is liable to expire at forthcoming Annual General Meeting. Your Directors, pursuant to recommendation of Audit & Risk Management Committee, recommend the re-appointment of M/s. VSSA & Associates, Chartered Accountants (Firm Registration No. 012421N) as Statutory Auditors of AIS, for a second term of 5 (five) years, from conclusion of the forthcoming Annual General Meeting till the conclusion of 42nd Annual General Meeting, subject to approval of Members at forthcoming Annual General Meeting.
Your Company has received confirmation from M/s. VSSA & Associates for their re-appointment as the Statutory Auditors of the Company and confirmation regarding their eligibility under Sections 139 and 141 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. As required under Regulation 33 of the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Auditors'' Report for FY 2021-22 does not contain any qualification or reservation or adverse remark.
Further, no fraud was reported by the auditors of the Company under Section 143(12) of the Companies Act, 2013.
Cost Auditor
Your Company had appointed M/s. Ajay Ahuja & Associates, Cost Accountants (Firm Registration No. 101142), as the Cost Auditors of your Company for FY 2021-22 to conduct audit of cost records of the Company. Cost Audit Report for the FY 2021-22 shall be filed with Ministry of Corporate Affairs.
As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, your Company is required to maintain cost accounts and records. The Board of Directors of your Company, on recommendation of the Audit & Risk Management Committee, has appointed M/s. Ajay Ahuja Associates, Cost Accountants as the Cost Auditor of the Company for the FY 2022-23.
Your Company has received consent from M/s. Ajay Ahuja & Associates, Cost Accountants, to act as the Cost Auditor of your Company for the FY 2022-23 along with a certificate confirming their independence.
Secretarial Auditor
In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Sundeep Kumar Parashar, FCS,
Company Secretary in Practice and proprietor of M/s. SKP & Co., Company Secretaries, to conduct the Secretarial Audit of your Company for FY 2021-22. The Secretarial Audit Report for FY 2021-22 is annexed herewith as "Annexure D" to this Report.
The Company has undertaken an audit for financial year 2021-22 for all applicable compliance as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report has been submitted to Stock Exchanges within 60 days of end of financial year.
Significant and Material Orders of Regulators or Courts or Tribunals
No significant and material order was passed by Regulators or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.
Acknowledgements
The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, suppliers, Government authorities and employees.
Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.
On behalf of the Board of Directors Asahi India Glass Ltd.,
B. M. Labroo
Dated: 25th May, 2022 Chairman
Place: Gurugram DIN: 00040433
Mar 31, 2018
To the Members,
The Directors are pleased to present their 33rd Report along with the financial results of the Company for the year ended 31st March, 2018.
Financial Performance
The Companyâs financial performance for the year ended 31st March, 2018 is summarized below:
(Rs.Lakhs)
|
Particulars |
2017-18 |
2016-17 |
|
Net Turnover |
2,63,636 |
2,53,054 |
|
Other Income |
2,573 |
2,995 |
|
Total Income |
2,66,209 |
2,56,049 |
|
Operating Profit (PBDIT)* |
50,218 |
45,809 |
|
Gross Profit (PBDT)* |
41,040 |
31,433 |
|
Profit / (Loss) before Tax |
28,244 |
23,658 |
|
Profit / (Loss) after Tax |
18,535 |
14,804 |
|
Proposed Dividend |
2,431 |
1,459 |
|
Tax on Dividend |
495 |
297 |
|
Balance Carried to Balance Sheet |
18,535 |
14,804 |
|
Balance Carried to OCI |
-11 |
21 |
* excluding exceptional items.
** Figures pertaining to FY 2016-17 have been re-grouped, in accordance with Ind AS, to make the figures comparative to FY 2017-18.
Performance Overview
FY 2017-18 has been a satisfying year for AIS. Financial and operational performances have largely been close to budgets. Your Company managed to implement its plans and executed them more efficiently to post better results.
The net turnover of the Company stood at Rs.2,63,636 Lakhs in 2017-18 as against Rs.2,53,054 Lakhs in 2016-17. Operating Profit has increased 9.62 % from Rs.45,809 Lakhs in the previous year to Rs.50,218 Lakhs in 2017-18. The Company posted a profit (PAT) of Rs.18,535 Lakhs in 2017-18 against profit of Rs.14,804 Lakhs in the previous financial year.
A detailed analysis of Companyâs operations in terms of performance in markets, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section to this Annual Report.
Change in the nature of business
During the year under review, there has been no change in the nature of business of the Company. Further, no material changes and commitments have occurred between the end of the Financial Year and the date of the report affecting the financial position of the Company.
Subsidiaries and Associates
Pursuant to section 129 and other applicable provisions, if any, of the Companies Act, 2013, a separate statement containing salient features of financial statements of all subsidiaries and associates of your Company forms part of the financial statements.
The financial statements of subsidiaries & associate Companies and related information are available for inspection by Members at the Corporate Office of AIS as well as Registered Office of respective subsidiary and associate companies during business hours on all days except Saturdays, Sundays and public holidays upto the date of Annual General Meeting (AGM) to any shareholder on demand in accordance with the provisions of Section 136 of Companies Act, 2013.
The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other relevant documents required to be attached to this report have been uploaded on website of the Company www.aisglass.com. A report on the performance and financial position of each of the subsidiary and associate companies as per Companies Act, 2013 is provided as Annexure to the consolidated financial statements in the prescribed Form AOC-1. During FY 2017-18, Scopfy Components Private Limited (Scopfy) has become an associate of AIS pursuant to equity participation in Scopfy by making investment of 30% (thirty percent) of Equity Capital. No other Company has become or ceased to be Subsidiary, Joint Venture or Associate of the Company.
Material Subsidiaries
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ), the Company has formulated a policy for determining material subsidiaries. This policy is available on the Companyâs website and may be accessed through the link https://www.aisglass.com/policy/ Policy for Determining Material Subsidiaries.pdf.
Awards
Your Directors take pleasure in reporting the following awards and recognitions received by your Company during the year:
|
From |
Award |
|
MSIL |
Shield for Overall Excellence |
|
Hyundai |
Best Collaborative Vendor Award |
|
Best Customer Support Award |
|
|
Best Customer Representative Award |
|
|
Best Supplier Award |
|
|
Volkswagen |
Best Supplier Award |
|
âAâ Rating Award |
|
|
Tata Motors |
Best Supplier Quality Trophy |
|
Ford Motors |
Q1 Certification |
|
Mahindra |
Supplier Excellence Awards - Quality |
|
Performance |
|
|
GM |
BIQS Certification |
|
CII |
Best Energy Efficient Case Study Award |
|
Toyota Kirloskar |
Best Eco Managed Company Trophy in OSS |
Management Discussion and Analysis
A separate chapter on Management Discussion and Analysis forms part of this Annual Report.
Dividend
Your Directors are pleased to recommend a Final Dividend of Rs.1.50 per equity share of face value of Rs.1 each for the year ended 31st March, 2018.
The above dividend, subject to the approval of Members at the Annual General Meeting scheduled to be held on 7th August, 2018, will be paid on or after 13th August, 2018 to those Shareholders whose names appear in the Register of Members as on 31st July, 2018. The total dividend for the Financial Year will be Rs.3,646 Lakhs and Dividend Distribution Tax will be Rs.742 Lakhs.
In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a âDividend Distribution Policyâ The Policy is available on the Companyâs website www.aisglass.com and forms part of this report as âAnnexure Aâ.
Reserves
The Board has not proposed to carry any amount to Reserves. Public Deposits
During the FY 2017-18, your Company has not accepted any deposits within the meaning of Section(s) 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on date of the Balance Sheet.
Consolidated Financial Statements
In accordance with the Companies Act, 2013 and the applicable Accounting Standards, the Consolidated Financial Statements of AIS are provided in the Annual Report.
Corporate Governance
A separate report on Corporate Governance along with the General Shareholders Information, as prescribed under Regulation 34 of Listing Regulations, is annexed as a part of the Annual Report along with the Auditorâs Certificate on Corporate Governance.
Business Responsibility
Your Company has been conducting business from an Environmental, Social and Governance (âESGâ) perspective that not only delivers long-term shareholder value but also benefits the society. The Business Responsibility Report as per Regulation 34 of the Listing Regulations is annexed and forms an integral part of the Annual Report.
Industrial Relations
During the Financial Year under review, industrial relations in the company continued to be cordial and peaceful.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as âAnnexure Bâ to this Report.
Particulars of Loans, Guarantees or Investments
The details of loans, guarantees and investments under the provisions of section 186 of the Companies Act, 2013 are given at note nos. 4 and 5 of the Standalone Financial Statements.
Meetings of the Board and its Committees
The details in respect of the number of Board and Committees meetings of your Company are set out in the Corporate Governance Report which forms part of the Annual Report.
Audit Committee
Pursuant to the provisions of Section 177 of Companies Act, 2013, the Audit Committee consists of three Independent Directors - Mr. Rahul Rana as Chairman and Mr. Gautam Thapar & Ms. Shradha Suri as members.
Board of Directors of the Company have duly accepted the recommendations of Audit Committee during FY 2017-18. Detailed disclosure in respect Audit committee is in Corporate Governance Report of the Company which forms part of annual report.
Vigil Mechanism/ Whistle Blower Policy
The Company has established a Vigil Mechanism/ Whistle Blower Policy. The purpose of this mechanism is to provide a framework to report concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy and provide adequate safeguards against victimization of the person availing this mechanism. The Policy is available on the Companyâs website www.aisglass.com/policies which has been appropriately communicated within the organisation and is effectively operational. The policy provides mechanism whereby whistle blower may send protected disclosures at complaintscommittee@aisglass.com and in exceptional cases, directly to the Chairman of Audit Committee.
Risk Management
AIS has developed and implemented a Risk Management Policy to identify and mitigate key risks that may threaten the existence of the Company.
Internal Financial Controls
Your Company has put in place adequate internal financial controls with reference to Financial Statements. Such system has been designed to provide for:
- Adoption of accounting policies in line with applicable accounting standards.
- Uniform accounting treatment is prescribed to the subsidiaries of your Company.
- Proper recording of transactions with internal checks and reporting mechanism.
- Compliance with applicable statutes, policies, management policies and procedures.
The management of your Company periodically reviews the financial performance against the approved plans across various parameters and takes necessary action, wherever required.
Your Company has its own internal audit department with qualified professionals which carries out periodic audits of all locations and functions. The observations arising out of the internal audit are periodically reviewed and its summary along with corrective action plans, if any, are submitted to top management and Audit Committee for review, comments and directions.
Directors and Key Managerial Personnel Appointments, Re-appointments and Resignations
Mr. Eisuke Shiozaki (DIN: 07797863) was appointed as an Additional Director by the Board of Directors in the capacity of Non-executive Independent Director to hold office up to 5 (five) consecutive years with effect from 24th May, 2017 in terms of the provisions of Section(s) 149, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 of Listing Regulations and Article 73 of the Articles of Association and later confirmed by the members as Director in the capacity of Non-executive Independent Director at 32nd AGM of the Company held on 10th August, 2017.
During the FY 2017-18, Mr. Satoshi Ogata (DIN: 08068218) was appointed as an Additional Director and subsequently as Wholetime Director for a period of 4 years, subject to liable to retire by rotation, with effect from 13th February, 2018, and is proposed to be appointed/confirmed by Members in forthcoming Annual General Meeting.
In accordance with the provisions of Section(s) 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. B. M. Labroo (DIN: 00040433) and Mr. Masahiro Takeda (DIN: 07058532), Directors, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.
Masakazu Sakakida (DIN: 06505056), Independent Director and Mr. Masaru Omae (DIN: 06922555), Whole-time Director of the Company, have resigned with effect from 24th May, 2017 and 13th February, 2018 respectively.
Declaration of Independence
Your Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of Companies Act, 2013 read with Schedules and Rules made thereunder as well as Regulation 16 of the Listing Regulations. The details of the familiarization programme along with format of the letter of appointment provided to the Independent Directors at the time of appointment outlining his / her role, functions, duties and responsibilities have been uploaded on the website of the Company and may be accessed through the link: https:// www.aisglass.com/policy/familiarisation programmes for Independent Directors.pdf.
Directorsâ Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm that:
(a) in the preparation of the annual accounts, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 have been followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit and loss of the Company for the Financial Year ended 31st March, 2018;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Statement indicating the manner in which formal annual evaluation has been done
In terms of provisions of Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out the annual evaluation of its own performance and that of its Directors individually. The evaluation criteria as laid down by the Nomination and Remuneration Committee included various aspects of functioning of the Board such as composition, process and procedures including adequate and timely information, attendance, delegation of responsibilities, decision-making, roles and responsibilities including monitoring, benchmarking, feedback, stakeholder relationship and Committees.
The performance of individual Directors including the Chairman was evaluated on various parameters such as knowledge and experience, interest of stakeholders, time devoted etc. The evaluation of Independent Directors was based on aspects like participation in and contribution to the Board decisions, knowledge & experience and judgement.
Particulars of Remuneration
The information as required in accordance with Section 197(12) of the Companies Act, 2013, read with Rule 5(1), the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended is set out in âAnnexure Bâ However, as per the provisions of Section 136 of the Companies Act, 2013, the Report along with Financial Statements are being sent to all Members of the Company excluding the aforesaid information. Any Member interested in obtaining such information may write to the Company Secretary at the registered office or the corporate office of the Company.
Board Diversity
The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age and gender, which will help us in retaining our competitive advantage. Your Board comprises of experts in the field of Finance, Law, Corporate Governance, Management and Leadership skills and also has a Woman Director on the Board.
Nomination and Remuneration Policy
The Nomination & Remuneration Policy as approved by the Board on recommendation of the Nomination & Remuneration Committee is available on website of the Company www.aisglass.com and forms part of this report as âAnnexure Câ.
Corporate Social Responsibility
In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility (âCSRâ) Committee. The policy on Corporate Social Responsibility as approved by the Board of Directors is available on the website of the Company www.aisglass.com.
The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2017-18 in the prescribed format are annexed as âAnnexure Dâ.
Internal Complaints Committee
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder.
During the period under review, no complaints were received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace of the Company.
Related Party Transactions
Transactions entered by the Company with related parties during FY 2017-18 were in the ordinary course of business and on armsâlength basis. The Company has formulated a policy on Related Party Transactions which is available at the website and can be accessed through link https://www.aisglass.com/policy/ Policy on Related Party Transactions.pdf.
In terms of Section 134(3)(h) of the Companies Act and rules made thereunder, during the year under review, the Company has not entered into any contract / arrangement / transaction with related parties as per section 188(1) of the Companies Act, 2013, which could be considered material. The details of the related party transactions entered during the year are provided in the accompanying Financial Statements.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as âAnnexure Eâ to this Report.
Compliance of Secretarial Standards
The Company Complies with all the applicable Secretarial Standards
Auditors and Auditorsâ Report Statutory Auditors
M/s. V S S A & Associates, Chartered Accountants (Firm Registration No. 012421N) were appointed as Statutory Auditors of AIS, for a term of 5 (five) consecutive years from conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting. Your Company has received confirmation from M/s. V S S A & Associates regarding their eligibility under Section 139 and 141 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. As required under Regulation 33 of the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The observations of Auditors in the Auditorsâ Report are explained, wherever necessary, in the appropriate Notes to the Accounts.
Further, no fraud was reported by the auditors of the Company.
Cost Auditor
Your Board of Directors had appointed M/s. Ajay Ahuja & Associates, Cost Accountants (Firm Registration No. 101142), as the Cost Auditors of your Company for FY 2017-18 to conduct audit of cost records of the Company. Cost Audit Report for the FY 2017-18 shall be filed with Ministry of Corporate Affairs.
As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your company on recommendation of the Audit Committee has appointed M/s. Ajay Ahuja & Associates, Cost Accountants as the Cost Auditor of the Company for the FY 2018-19.
Your Company has received consent from M/s. Ajay Ahuja & Associates, Cost Accountants, to act as the Cost Auditor of your Company for the FY 2018-19 along with a certificate confirming their independence.
Secretarial Audit
In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Sundeep Kumar Parashar, FCS, Company Secretary in Practice and proprietor of M/s. SKP & Co., Company Secretaries, to conduct the Secretarial Audit of your Company for FY 2017-18. The Secretarial Audit Report for FY 2017-18 is annexed herewith as âAnnexure Fâ to this Report.
Significant and Material Orders of Regulators or Courts or Tribunals
No significant and material order was passed by Regulators or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.
Acknowledgements
The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.
Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.
On behalf of the Board of Directors
Asahi India Glass Ltd.,
B. M. Labroo
Dated : 25th May, 2018 Chairman
Place : Gurgaon DIN: 00040433
Mar 31, 2017
To the Members,
The Directors are pleased to present their 32nd Report along with the financial results of the Company for the year ended 31st March, 2017.
Financial Performance
The Company''s financial performance for the year ended 31st March, 2017 is summarized below:
( Rs.Lakhs)
|
Particulars |
FY 2016-17 |
FY 2015-16 |
|
Gross Turnover |
2,60,095 |
2,36,148 |
|
Net Turnover |
2,33,618 |
2,16,799 |
|
Other Income |
2,937 |
612 |
|
Total Income |
2,36,555 |
2,17,411 |
|
Operating Profit (PBDIT)* |
45,617 |
40,861 |
|
Gross Profit (PBDT)* |
31,732 |
26,521 |
|
Profit / (Loss) before Tax* |
21,220 |
15,989 |
|
Profit / (Loss) after Tax |
13,068 |
9,727 |
|
Proposed Dividend |
2,431 |
1,459 |
|
Tax on Dividend |
495 |
297 |
|
Balance Carried to Balance Sheet |
11,908 |
1,766 |
*excluding exceptional items.
* Figures pertaining to FY 2015-16 have been re-grouped, wherever required, to make the figures comparative to FY 2016-17.
Performance Overview
The FY 2016-17 has been a good year for AIS. Financial and operational performance has largely been close to budgets. The Company managed to implement its plans and execute better to post good financial results.
The net turnover of the Company stood at Rs.2,33,618 lakhs in FY 2016-17 as against Rs.2,16,799 lakhs in FY 2015-16. Operating Profit has increased 11.64 % from Rs.40,861 lakhs in the previous year to Rs.45,617 lakhs in FY 2016-17. The Company posted a profit (PAT) of Rs.13,068 lakhs in FY 2016-17 against profit of Rs.9,727 lakhs in the previous financial year.
A detailed analysis of Company''s operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section to this Annual Report.
Change in the nature of business
During the year under review, there has been no change in the nature of business of the Company. Further, no material changes and commitments have occurred between the end of the financial year and the date of the report affecting the financial position of the Company.
Subsidiaries and Associates
Pursuant to section 129 and other applicable provisions, if any, of the Companies Act, 2013, a separate statement containing salient features of financial statements of all subsidiaries and associates of your Company forms part of the financial statements.
The financial statements of the subsidiaries & associate Companies and related information are available for inspection by the Members at the Corporate Office of AIS as well as Registered Office of respective subsidiary and associate companies during business hours on all days except Saturdays, Sundays and public holidays upto the date of Annual General Meeting (AGM) to any shareholder on demand in accordance with the provisions of Section 136 of Companies Act, 2013.
The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other relevant documents required to be attached to this report have been uploaded on website of the Company www.aisglass.com. A report on the performance and financial position of each of the subsidiary and associate companies as per Companies Act, 2013 is provided as Annexure to the consolidated financial statements in the prescribed Form AOC-1. During FY 2016-17, none of the Companies have become or ceased to be Subsidiary, Joint Venture or Associate of the Company.
Material Subsidiaries
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), the Company has formulated a policy for determining material subsidiaries. This policy is available on the Company''s website and may be accessed through the link https://www.aisglass.com/policy/ Policy_for_Determining_Material_Subsidiaries.pdf.
Awards
Your Directors take pleasure in reporting the following awards and recognition received by your Company during the year:
|
From |
Award |
|
Maruti Suzuki India Ltd. |
Award in Overall Excellence |
|
|
Certificate for Spares Schedule Adherence |
|
Honda Cars India Ltd. |
Award for Best Kaizen in Cost Category at National Level Kaizen competition 2016-17 |
|
Hyundai Motor India Ltd. |
Special Award |
|
|
Appreciation Award |
|
|
Award for Special Support for the year 2016 |
|
|
Certificate - Quality Month Celebration |
|
Tata Motors Ltd. |
Best Supplier in Quality Award |
|
|
Special Citation of Distinction |
|
Mahindra & Mahindra Ltd. |
Award for Best Quality Performance for 2016-17 |
|
Fiat |
Award for Best Supplier in Chemical Commodity |
Management Discussion and Analysis
A separate chapter on Management Discussion and Analysis forms part of this Annual Report.
Dividend
Your Directors are pleased to recommend a Final Dividend of Rs.1 per equity share of face value of Rs.1 each for the year ended 31st March, 2017 amounting to Rs.2,431 lakhs.
The above dividend, subject to the approval of Members at the Annual General Meeting scheduled to be held on 10th August, 2017, will be paid on or after 16th August, 2017 to those Shareholders whose names appear in the Register of Members as on 3rd August, 2017. The total dividend for the financial year will be Rs.2,431 lakhs and Dividend Distribution Tax will be Rs.495 lakhs.
In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ''Dividend Distribution Policy''. The Policy is available on the Company''s website www.aisglass.com and forms part of this report as "Annexure A".
Reserves
The Board has not proposed to carry any amount to Reserves. Public Deposits
During the FY 2016-17, your Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on date of the Balance Sheet.
Consolidated Financial Statements
In accordance with the Companies Act, 2013 and the applicable Accounting Standards, the Consolidated Financial Statements of AIS are provided in the Annual Report.
Corporate Governance
A separate report on Corporate Governance along with the General Shareholders Information, as prescribed under Regulation 34 of Listing Regulations, is annexed as a part of the Annual Report along with the Auditor''s Certificate on Corporate Governance.
Business Responsibility
Your Company has been conducting business from an Environmental, Social and Governance ("ESG") perspective that not only delivers long-term shareholder value but also benefits the society. The Business Responsibility Report as per Regulation 34 of the Listing Regulations is annexed and forms an integral part of the Annual Report.
Industrial Relations
During the financial year under review, industrial relations in the Company continued to be cordial and peaceful.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure B" to this Report.
Particulars of Loans, Guarantees or Investments
The details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 are given at note nos. 13 and 37 of the Standalone Financial Statements.
Meetings of the Board and its Committees
The details in respect of the number of Board and Committees meetings of your Company are set out in the Corporate Governance Report which forms part of the Annual Report.
Audit Committee
Pursuant to the provisions of Section 177 of Companies Act, 2013, the Audit Committee consists of three Independent Directors - Mr. Rahul Rana as Chairman and Mr. Gautam Thapar & Ms. Shradha Suri as members.
Board of Directors of the Company has duly accepted the recommendations of Audit Committee during Fy 2016-17.
Vigil Mechanism / Whistle Blower Policy
The Company has established a Vigil Mechanism / Whistle Blower Policy. The purpose of this mechanism is to provide a framework to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and provide adequate safeguards against victimization of the person availing this mechanism. The Policy is available on the Company''s website www.aisglass.com/policies which has been appropriately communicated within the organization and is effectively operational. The policy provides mechanism whereby whistle blower may send protected disclosures at complaintscommittee@aisglass.com and in exceptional cases, directly to the Chairman of Audit Committee.
Risk Management
AIS has developed and implemented a Risk Management Policy to identify and mitigate key risks that may threaten the existence of the Company.
Internal Financial Controls
Your Company has put in place adequate internal financial controls with reference to financial statements. Such system has been designed to provide for:
- Adoption of accounting policies in line with applicable accounting standards.
- Uniform accounting treatment is prescribed to the subsidiaries of your Company.
- Proper recording of transactions with internal checks and reporting mechanism.
- Compliance with applicable statutes, policies, management policies and procedures.
The management of your Company periodically reviews the financial performance against the approved plans across various parameters and takes necessary action, wherever required.
Your Company has its own internal audit department with qualified professionals which carries out periodic audits of all locations and functions. The observations arising out of the internal audit are periodically reviewed and its summary along with corrective action plans, if any, are submitted to top management and Audit Committee for review, comments and directions.
Directors and Key Managerial Personnel
Appointments, Re-appointments and Resignations
During the FY 2016-17, Dr. Satoshi Ishizuka (DIN: 07692846) was appointed as an Additional Director with effect from 15th February, 2017 in the capacity of Non-executive Director, liable to retire by rotation, subject to confirmation by Members in forthcoming Annual General Meeting.
Mr. Eisuke Shiozaki (DIN: 07797863) has been appointed as an Additional Director by the Board of Directors in the capacity of Non-executive Independent Director to hold office up to 5 (five) consecutive years with effect from 24th May, 2017 in terms of the provisions of Section(s) 149, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 of Listing Regulations and Article 73 of the Articles of Association, subject to confirmation by members at ensuing Annual General Meeting.
In accordance with the provisions of Section(s) 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. B. M. Labroo (DIN: 00040433) and Mr. Masahiro Takeda (DIN: 07058532), Directors, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.
During the FY 2016-17, Mr. Kenichi Ayukawa (DIN: 02262755) and Mr. Toshiaki Hasuike (DIN: 01948291), Directors of the Company have resigned with effect from 1st June, 2016 and 15th February, 2017 respectively.
Mr. Masakazu Sakakida (DIN: 06505056), Independent Director of the Company, has resigned with effect from 24th May, 2017.
Declaration of Independence
Your Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Companies Act, 2013 read with Schedules and Rules made there under as well as Regulation 16 of the Listing Regulations.
The details of familiarization programme along with format of the letter of appointment provided to the Independent Directors at the time of appointment outlining his / her role, functions, duties and responsibilities have been uploaded on the website of the Company and may be accessed through the link https://www.aisglass.com/policy/familiarisation_ programmes_for_Independent_Directors.pdf.
Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit and loss of the Company for the financial year ended 31st March, 2017;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Statement indicating the manner in which formal annual evaluation has been done
In terms of provisions of Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out the annual evaluation of its own performance and that of its Directors individually. The evaluation criteria as laid down by the Nomination and Remuneration Committee included various aspects of the functioning of Board such as composition, process and procedures including adequate and timely information, attendance, delegation of responsibilities, decision-making, roles and responsibilities including monitoring, benchmarking, feedback, stakeholder relationship and Committees.
The performance of individual Directors including the Chairman was evaluated on various parameters such as knowledge and experience, interest of stakeholders, time devoted etc. The evaluation of Independent Directors was based on aspects like participation in and contribution to the Board decisions, knowledge & experience and judgment.
Particulars of Remuneration
The information as required in accordance with Section 197(12) of the Companies Act, 2013, read with Rule 5(1),the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is set out in "Annexure B" to this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Report along with Financial Statements are being sent to all Members of the Company excluding the aforesaid information. Any Member interested in obtaining such information may write to the Company Secretary at the registered office or the corporate office of the Company.
Board Diversity
The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age and gender, which will help us in retaining our competitive advantage. Your Board comprises of experts in the field of Finance, Law, Corporate Governance, Management and Leadership skills and also has a Woman Director on the Board.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy as approved by the Board on recommendation of the Nomination and Remuneration Committee is attached as "Annexure C".
Corporate Social Responsibility
In compliance with Section 135 of the Companies Act, 2013 read with the Rules made there under, the Company has formed Corporate Social Responsibility ("CSR") Committee. The policy on Corporate Social Responsibility as approved by the Board of Directors is uploaded on the website of the Company www.aisglass.com.
The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made there under. The details of the CSR initiatives undertaken by the Company during the FY 2016-17 in the prescribed format are annexed as "Annexure D".
Internal Complaints Committee
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under.
During the period under review, no complaints were received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace of the Company.
Related Party Transactions
Transactions entered by the Company with related parties during FY 2016-17 were in the ordinary course of business and on arms'' length basis. The Company has formulated a policy on Related Party Transactions which is available at the website and can be accessed through link https://www. aisglass.com/policy/Policy_on_Related_Party_Transactions. pdf.
In terms of Section 134(3)(h) of the Companies Act and rules made there under, during the year under review, the Company has not entered into any contract / arrangement / transaction with related parties as per Section 188(1) of the Companies Act, 2013, which could be considered material. The details of the related party transactions entered during the year are provided in the accompanying financial statements.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as "Annexure E" to this Report.
Auditor and Auditors'' Report
Statutory Auditors
M/s Jagdish Sapra & Co., Chartered Accountants (Firm Registration No. 001378N), were appointed as Statutory Auditors of the Company in the 29th Annual General Meeting of the Company to hold office for three consecutive years subject to ratification at every Annual General Meeting and whose tenures is liable to expire at forthcoming Annual General Meeting. Accordingly, your Company is required to appoint new Statutory Auditors in place of M/s. Jagdish Sapra & Co. at the ensuing Annual General Meeting. Your Directors, pursuant to recommendation of Audit Committee, recommend the appointment of M/s. VSSA & Associates, Chartered Accountants (Firm Registration No. 012421N), as new Statutory Auditors of AIS, for a term of 5 (five) consecutive years from conclusion of forthcoming Annual General Meeting till the conclusion of 37th Annual General Meeting, subject to ratification by Members at every Annual General Meeting. Your Company has received consent from M/s. VSSA & Associates for their appointment as the Statutory Auditors of the Company and confirmation regarding eligibility under Section 139 and 141 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. As required under Regulation 33 of the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The observations of Auditors in the Auditors'' Report are explained, wherever necessary, in the appropriate Notes to the Accounts.
Cost Auditor
Your Board of Directors had appointed M/s. Ajay Ahuja & Associates, Cost Accountants (Firm Registration No. 101142), as the Cost Auditors of your Company for FY 2016-17 to conduct audit of cost records of the Company. Cost Audit Report for the FY 2016-17 shall be filed with Ministry of Corporate Affairs.
As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company on recommendation of the Audit Committee has appointed M/s. Ajay Ahuja & Associates, Cost Accountants as the Cost Auditor of the Company for the FY 2017-18.
Your Company has received consent from M/s. Ajay Ahuja & Associates, Cost Accountants, to act as the Cost Auditor of your Company for the FY 2017-18 along with a certificate confirming their independence.
Secretarial Audit
In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Sundeep Kumar Parashar, FCS, Company Secretary in Practice and proprietor of M/s. SKP & Co., Company Secretaries, to conduct the Secretarial Audit of your Company for FY 2016-17. The Secretarial Audit Report for FY 2016-17 is annexed herewith as "Annexure F" to this Report.
Significant and Material Orders of Regulators or Courts or Tribunals
No significant and material order was passed by Regulators or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.
Acknowledgements
The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.
Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.
On behalf of the Board of Directors
Asahi India Glass Ltd.,
B. M. Labroo
Dated: 24th May, 2017 Chairman
Place: Gurgaon DIN: 00040433
Mar 31, 2014
The Directors are pleased to present their 29th Report along with the
audited accounts of the Company for the year ended 31st March, 2014.
Financial Performance
(Rs. Lakhs)
2013-14 2012-13
Gross Turnover 2,29,688 2,12,918
Net Turnover 2,10,508 1,91,344
Other Income 559 1,076
Total Income 2,11,067 1,92,420
Operating Profit (PBDIT) 23,695 17,813
Gross Profit (PBDT) 7,445 898
Profit/(Loss) Before Tax (6,262) (13,959)
Profit/(Loss) After Tax (4,022) (9,179)
Performance Overview
The financial year 2013-14 was stressful for AIS in the initial phase
due to volatile economic conditions, input costs inflation and
depreciation of Rupee. However, the performance of the Company was well
on the projected recovery track and Company has reported Profit After
Tax in the last quarter.
The Net Sales of the Company increased 10.02% from Rs. 1,91,344 lakhs in
2012-13 to Rs. 2,10,508 lakhs in 2013-14. Operating Profit has increased
33.02% from Rs. 17,813 lakhs in the previous year to Rs. 23,695 lakhs in
2013-14. The Company posted the Profit/(Loss) after Tax (PAT) of 4,022
lakhs in 2013-14 as against Profit/(Loss) after Tax of (9,179) lakhs in
the previous year.
A detailed analysis of Company''s operations in terms of performance in
markets, manufacturing activities, business outlook, risks and concerns
forms part of the Management Discussion and Analysis, a separate
section of this Annual Report.
Subsidiaries
The three subsidiaries of your Company  AIS Glass Solutions Limited
(ÂGS") (CIN:U26109DL2004PLC127666), Integrated Glass Materials Limited
(ÂIGML") (CIN:U14220DL2009PLC188298) and GX Glass Sales & Services
Limited (ÂGX") (CIN:U74140DL2010PLC20237) carried on smooth operations
during the year.
In terms of the general exemption granted by the Ministry of Corporate
Affairs, Government of India, under Section 212(8), of the Companies
Act, 1956, copies of the Balance Sheet, Statement of Profit and Loss,
Reports of the Board of Directors and Auditors of subsidiaries of your
Company - AIS Glass Solutions Limited (ÂGS"), Integrated Glass
Materials Limited (ÂIGML") and GX Glass Sales and Services Limited
(ÂGX"), have not been attached with the Balance Sheet of AIS. Further,
pursuant to Accounting Standards (AS-21) Consolidated Financial
Statement presented by your Company includes the financial results of
GS, IGML and GX duly audited by the statutory auditors. These
consolidated financial statements have been prepared in strict
compliance with the applicable accounting standards and listing
agreement. However, the particulars of all the subsidiary companies, as
directed by the Ministry of Corporate Affairs, Government of India in
its above exemption, are attached along with statement as required
under section 212 of the Companies Act, 1956.
The sole purpose of not attaching the annual accounts and other
statements of subsidiary companies is on account of savings on
substantial printing and dispatch costs of this Annual Report. The
Company hereby assures that the annual accounts of the subsidiary
companies and related detailed information shall be made available to
those investors seeking such information at any point in time. The
annual accounts of the subsidiary companies are kept open for
inspection by investors at the Corporate Office of AIS as well as the
Registered Offices of the subsidiary companies during working hours.
The Company shall dispatch a hard copy of the details of accounts of
the subsidiary companies to any shareholder on demand. Further, the
Company regularly files such data to the various regulatory and
government authorities as required.
Lastly, the accounts of the subsidiary companies are also available for
inspection at the corporate website of the Company
 www.aisglass.com
Awards
Your Directors take pleasure in reporting the following awards /
recognition received by your Company during the year:
From Award
Shield for Yield Improvement MSIL
Shield for System Audit Rating
Best Quality TKML
Best Delivery
Consolidated Financial Statements
As required pursuant to the applicable Accounting Standards, the
Consolidated Financial Statements of AIS are attached herewith and form
part of the Annual Report and Accounts.
Dividend
In view of the financial performance of your Company during 2013-14,
your Directors have not recommended any dividend for the financial year
2013-14.
Directors
During the year under review Mr. Keiichi Nakagaki and Mr. Shinzo
Nakanishi, Directors of the Company have resigned with effect from 1st
April, 2013 & 21st May, 2013 respectively.
Pursuant to the provisions of Section 260 of Companies Act, 1956 and
Article 73 of Articles of Associations of the Company, Mr. Masakazu
Sakakida and Mr. Kenichi Ayukawa were appointed as Additional Directors
in the capacity of Independent Director and Promotor Non-Executive
Director respectively on the Board of Directors of the Company with
effect from 1st April, 2013 and 21st May, 2013 respectively and got
confirmed as Directors of the Company liable to retire by rotation at
the Annual General meeting held on 14th August, 2013.
In terms of the provisions of Section 152 of the Companies Act, 2013
(corresponding to Section 256, read with Section 255 of the Companies
Act, 1956) and Article 70 of the Articles of Association of the
Company, Mr. B.M. Labroo, and Mr. Kimikazu Ichikawa, Directors, are
liable to retire by rotation at the forthcoming Annual General Meeting
and being eligible, offer themselves for re-appointment.
The necessary resolutions for obtaining approval of the Members have
been incorporated in the notice of the ensuing Annual General Meeting.
The requisite disclosures regarding appointment and re-appointment of
Directors have been made in the Report on Corporate Governance, which
forms part of the Directors'' Report.
Listing
The equity shares of your Company continue to be listed at BSE Ltd.
(BSE) and National Stock Exchange of India Ltd. (NSE).
The Company has paid the requisite listing fee to the Stock Exchanges
for the financial year 2014-15.
Rights Issue of Equity Shares (Rights Issue)
During the year, Rights Issue Committee at its meeting held on 17th
July, 2013 and 8th August, 2013 approved Terms and schedule of the
Issue. The Rights Issue of the Company remained opened for subscription
from 22nd August, 2013 to 5th September, 2013 and was oversubscribed by
the investors. BSE Limited, the Designated Stock Exchange for the
issue, on 16th September, 2013 had approved the basis of allotment,
effective from 17th September, 2013.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby state and confirm that :
i) in the preparation of annual accounts for the financial year ended
31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
ii) appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2014 and of the profit/
loss for the period from 1st April, 2013 to 31st March, 2014 .
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) the annual accounts for the financial year ended 31st March, 2014
have been prepared on a going concern basis.
Corporate Governance
A separate report on corporate governance along with General
Shareholders Information, as prescribed under the Listing Agreement, is
annexed as a part of this Report along with the Auditor''s Certificate
on corporate governance.
Fixed Deposits
Your Company has not accepted any deposits within the meaning of
Section 58A of the Companies Act, 1956 respectively and, as such, no
amount of principal or interest was outstanding as on the date of the
Balance Sheet.
Auditors and Auditors'' Report
M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of
the Company hold office till the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Company has received a letter from the Statutory
Auditors to the effect that their re-appointment, if made at the
ensuing Annual General Meeting, would be within the limits prescribed
under Section 141(3)(g) of the Companies Act, 2013.
The observations of the Auditors in the Auditor''s Report are explained,
wherever necessary, in the appropriate Notes to the Accounts.
Cost Auditor
The Ministry of Corporate Affairs (MCA) has issued Cost Audit Order
dated 6th November, 2012, making appointment of Cost Auditor mandatory
for companies engaged in production, processing or manufacturing of
glass. Accordingly, in terms of the above order and pursuant to the
provisions of Section 233B of Companies Act, 1956, your Directors have
appointed M/s. Chandra Wadhwa & Co., Cost Accountants, as the Cost
Auditors of the Company for the financial year 2013-14. The Cost Audit
Report for the financial year 2013-14 shall be placed before the Board.
Conservation of Energy, Research & Development, Technology Absorption,
Foreign Exchange Earnings and Outgo
The information relating to conservation of energy, research &
development, technology absorption and foreign exchange earnings and
outgo, as required under Section 217(1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure ÂA", forming part
of this Report.
Particulars of Employees
The information as required in accordance with Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, is set out in Annexure ''B'' to this Report.
However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Report and the Accounts are being sent to all
the Members of the Company excluding the aforesaid information. Any
member interested in obtaining such information may write to the
Company Secretary at the Registered Office or the Corporate Office of
the Company. The said information is also available for inspection at
the Corporate Office during working hours up to the date of the Annual
General Meeting.
None of the employees listed in Annexure ''B'' is a relative of any
Director of the Company except Mr. Sanjay Labroo who is related to Mr.
B. M. Labroo.
None of the employees listed in Annexure ''B'' hold, either by himself or
alongwith his spouse and dependent children, more than 2% of the equity
shares of the Company except Mr. Sanjay Labroo.
Industrial Relations
During the year under review, industrial relations in the Company
continued to be cordial and peaceful.
Acknowledgement
The Board hereby places on record its sincere appreciation for the
continued assistance and support extended to the Company by its
collaborators, customers, bankers, vendors, Government authorities and
employees.
Your Directors acknowledge with gratitude the encouragement and support
extended by our valued Shareholders.
On behalf of the Board of Directors
Place : Gurgaon B. M. Labroo
Dated : 22nd May, 2014 Chairman
Mar 31, 2013
To the Members,
The Directors are pleased to present their 28th Report along with the
audited accounts of the Company for the year ended 31st March, 2013.
Financial Performance
(Rs. Lakhs)
2012-13 2011-12
Gross Turnover 2,12,918 1,81,668
Net Turnover 1,91,344 1,64,574
Other Income 1,076 1,196
Total Income 1,92,420 1,65,770
Operating Profit (PBDIT) 17,813 18,721
Gross Profit (PBDT) 898 3,978
Profit/(Loss) Before Tax (13,959) (8,675)
Profit/(Loss) After Tax (9,179) (5,873)
Performance Overview
The financial year 2012-13 was extremely stressful for AIS due to
volatile economic conditions, input costs inflation and depreciation of
Rupee which had an adverse impact on the performance of AIS. Costs grew
rapidly than sales.
The Net Sales of the Company increased 16.26% from Rs. 1,64,574 lakhs
in 2011-12 to Rs. 1,91,344 lakhs in 2012-13. Operating Profit has
decreased 4.85% from Rs. 18,721 lakhs in the previous year to Rs.
17,813 lakhs in 2012-13. The Company posted the Profit/(Loss) after Tax
(PAT) of Rs. (9,179) lakhs in 2012-13 as against Profit/ (Loss) after
Tax of Rs. (5,873) lakhs in the previous year.
A detailed analysis of Company''s operations in terms of performance in
markets, manufacturing activities, business outlook, risks and concerns
forms part of the Management Discussion and Analysis, a separate
section of this Annual Report.
Subsidiaries
The three subsidiaries of your Company - AIS Glass Solutions Limited
("GS"), Integrated Glass Materials Limited ("IGML") and GX Glass Sales
& Services Limited ("GX") carried on smooth operations during the year.
In terms of the general exemption granted by the Ministry of Corporate
Affairs, Government of India, under Section 212(8), of the Companies
Act, 1956, copies of the Balance Sheet, Profit and Loss Account,
Reports of the Board of Directors and Auditors of subsidiaries of your
Company - AIS Glass Solutions Limited ("GS"), Integrated Glass
Materials Limited ("IGML") and GX Glass Sales and Services Limited
("GX"), have not been attached with the Balance Sheet of AIS. Further,
pursuant to Accounting Standards (AS-21) Consolidated Financial
Statement presented by your Company includes the financial results of
GS, IGML and GX duly audited by the statutory auditors. These
consolidated financial statements have been prepared in strict
compliance with the applicable accounting standards and listing
agreement. However, the particulars of all the subsidiary companies, as
directed by the Ministry of Corporate Affairs, Government of India in
its above exemption, is attached along with statement as required under
section 212 of the Companies Act, 1956.
This sole purpose of not attaching the annual accounts and other
statements of subsidiary companies is on account of savings on
substantial printing and dispatch costs of this Annual Report. The
Company hereby assures that the annual accounts of the subsidiary
companies and related detailed information shall be made available to
those investors seeking such information at any point in time. The
annual accounts of the subsidiary companies are kept open for
inspection by investors at the Corporate Office of AIS as well as the
Registered Offices of the subsidiary companies during working hours.
The Company shall dispatch a hard copy of the details of accounts of
the subsidiary companies to any shareholder on demand. Further, the
Company regularly files such data to the various regulatory and
government authorities as required.
Lastly, the accounts of the subsidiary companies are also available for
inspection at the corporate website of the Company -
www.asahiindia.com.
Awards
Your Director take pleasure in reporting the following awards /
recognitions received by your Company during the year:
From Award
Maruti Suzuki India Limited Overall Performance- Gold
Yield Improvement Certificate
System Audit Rating-Shield
Zee Business Zee Business Good Home
Awards for the Best Company in Glass Industry
Consolidated Financial Statements
As required pursuant to the applicable Accounting Standards, the
Consolidated Financial Statements of AIS are attached herewith and form
part of the Annual Report and Accounts.
Dividend
In view of the financial performance of your Company during 2012-13,
your Directors have not recommended any dividend for the financial year
2012-13.
Directors
During the year under review Mr. Arvind Singh has resigned as
Non-Executive Director of the Company with effect from 8th November,
2012.
Pursuant to the provisions of Section 260 and Article 73 of Articles of
Associations of the Company Mr Gurvirendra Singh Talwar has been
appointed as Additional Director in the Capacity of Independent
Director on the Board of Directors of the Company with effect from 20th
December, 2012 and holds office up to the date of ensuing Annual
General Meeting. A notice under Section 257 of the Companies Act, 1956
has been received from a member proposing the candidature of Mr.
Gurvirendra Singh Talwar as Director of the Company.
In terms of the provisions of Section 256, read with Section 255 of the
Companies Act, 1956 and Article 70 of the Articles of Association of
the Company, Mr. Kimikazu Ichikawa and Mr. Rahul Rana Directors, are
liable to retire by rotation at the forthcoming Annual General Meeting
and being eligible, offer themselves for re-appointment.
The necessary resolutions for obtaining approval of the Members have
been incorporated in the notice of the ensuing Annual General Meeting.
The requisite disclosures regarding appointment and re-appointment of
Directors have been made in the Report on Corporate Governance, which
forms part of the Directors'' Report.
Listing
The equity shares of your Company continue to be listed at the BSE Ltd.
(BSE) and the National Stock Exchange of India Ltd. (NSE).
The Company has paid the requisite listing fee to the Stock Exchanges
for the financial year 2013-14.
Rights Issue of Equity Shares
During the year under review the Board of Directors of the Company at
their meeting held on 10th October, 2012 approved the issue of equity
shares on rights basis upto an amount of Rs. 250 crores. The Company
has also filed the Draft Letter of Offer (DLOF) with Securities
Exchange Board of India (SEBI) on 8th February, 2013 in this regard.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby state and confirm that :
i) in the preparation of annual accounts for the financial year ended
31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
ii) appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2013 and of the profit/
loss for the period from 1st April, 2012 to 31st March, 2013.
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) the annual accounts for the financial year e nded 31st March, 2013
have been prepared on a going concern basis.
Corporate Governance
A separate report on corporate governance along with General
Shareholders Information, as prescribed under the Listing Agreement, is
annexed as a part of this Report along with the Auditor''s Certificate
on corporate governance.
Fixed Deposits
Your Company has not accepted any deposits within the meaning of
Section 58A of the Companies Act, 1956 and, as such, no amount of
principal or interest was outstanding as on the date of the Balance
Sheet.
Auditors and Auditors'' Report
M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of
the Company hold office till the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Company has received a letter from the Statutory
Auditors to the effect that their re- appointment, if made at the
ensuing Annual General Meeting, would be within the limits prescribed
under Section 224 (1B) of the Companies Act, 1956.
The observations of the Auditors in the Auditor''s Report are explained,
wherever necessary, in the appropriate Notes to the Accounts.
Cost Auditor
The Ministry of Corporate Affairs (MCA) has issued Cost Audit Order
dated 30th June, 2011, making appointment of Cost Auditor mandatory for
companies engaged in production, processing, manufacturing of glass.
Accordingly, in terms of the above order and pursuant to the provisions
of Section 233B of the Act, your Directors have appointed M/s. Chandra
Wadhwa & Co., Cost Accountants, as the Cost Auditors of the Company for
the financial year 2012-13. In terms of the above order, the Cost Audit
Report for the financial year 2012-13 shall be placed before the board.
Conservation of Energy, Research & Development, Technology Absorption,
Foreign Exchange Earnings and Outgo
The information relating to conservation of energy, research &
development, technology absorption and foreign exchange earnings and
outgo, as required under Section 217(1 )(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure "A", forming part
of this Report.
Particulars of Employees
The information as required in accordance with Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, is set out in Annexure ''B'' to this Report.
However, as per the provisions of Section 219(1) (b)(iv) of the
Companies Act, 1956, the Report and the Accounts are being sent to all
the Members of the Company excluding the aforesaid information. Any
member interested in obtaining such information may write to the
Company Secretary at the Registered Office or the Corporate Office of
the Company. The said information is also available for inspection at
the Corporate Office during working hours up to the date of the Annual
General Meeting.
None of the employees listed in Annexure ''B'' is a relative of any
Director of the Company except Mr. Sanjay Labroo who is related to Mr.
B. M. Labroo.
None of the employees listed in Annexure ''B'' hold, either by himself or
alongwith his spouse and dependent children, more than 2% of the equity
shares of the Company except Mr. Sanjay Labroo.
Industrial Relations
During the year under review, industrial relations in the Company
continued to be cordial and peaceful.
Acknowledgement
The Board hereby places on record its sincere appreciation for the
continued assistance and support extended to the Company by its
collaborators, customers, bankers, vendors, Government authorities and
employees.
Your Directors acknowledge with gratitude the encouragement and support
extended by our valued Shareholders.
On behalf of the Board of Directors
Place : Gurgaon B. M. Labroo
Dated : 21st May, 2013 Chairman
Mar 31, 2012
The Directors are pleased to present their 27th Report along with the
audited accounts of the Company for the year ended 31st March, 2012.
Financial Performance
Rs.Lakhs
2011-12 2010-11
Gross Turnover 1,81,668 1,70,907
Net Turnover 1,64,574 1,51,821
Other Income 1,196 1,667
Total Income 1,65,770 1,53,488
Operating Profit (PBDIT) 18,721 27,248
Gross Profit (PBDT) 3,978 14,468
Profit/(Loss) Before Tax (8,675) 2,631
Profit/(Loss) After Tax (5,873) 1,515
Balance Carried to Balance Sheet 1,975 7,848
Performance Overview
The current financial year was unusually stressful for AIS due to
volatile economic conditions, input costs inflation and depreciation of
Rupee which had an adverse impact on the performance of AIS. Costs
grew rapidly than sales.
As a result of the above, the Net Sales of the Company increased 8.40%
from Rs. 1,51,821 lakhs in 2010-11 to Rs. 1,64,574 lakhs in 2011- 12.
Operating Profit has decreased 31.29% from Rs. 27,248 lakhs in the
previous year to Rs. 18,721 lakhs in 2011-12. The Company posted the
Profit/(Loss) after Tax of Rs. (5,873) in 2011-12 as against Profit after
Tax of Rs. 1515 Lakhs in the previous year.
A detailed analysis of Company's operations in terms of performance in
markets, manufacturing activities, business outlook, risks and concerns
forms part of the Management Discussion and Analysis, a separate
section of this Annual Report.
Subsidiaries
The three subsidiaries of your Company - AIS Glass Solutions Limited
("GS"), Integrated Glass Materials Limited ("IGML") and GX Glass Sales
& Services Limited (GX) carried on smooth operations during the year.
In terms of the general exemption granted by the Ministry of Corporate
Affairs, Government of India, under Section 212(8), of the Companies
Act, 1956, copies of the Balance Sheet, Profit and Loss Account,
Reports of the Board of Directors and Auditors of subsidiaries of your
Company - AIS Glass Solutions Limited ("GS"), Integrated Glass
Materials Limited ("IGML") and GX Glass Sales and Services Limited
("GX"), have not been attached with the Balance Sheet of AIS. Further,
pursuant to Accounting Standards (AS-21) Consolidated Financial
Statement presented by your Company includes the financial results of
GS, IGML and GX duly audited by the statutory auditors. These
consolidated financial statements have been prepared in strict
compliance with the applicable accounting standards and listing
agreement. However, the particulars of all the subsidiary companies, as
directed by the Ministry of Corporate Affairs, Government of India in
its above exemption, is attached along with statement as required under
section 212 of the Companies Act, 1956.
The sole purpose of not attaching the annual accounts and other
statements of subsidiary companies is on account of savings on
substantial printing and dispatch costs of this Annual Report. The
Company hereby assures that the annual accounts of the subsidiary
companies and related detailed information shall be made available to
those investors seeking such information at any point in time. The
annual accounts of the subsidiary companies are kept open for
inspection by investors at the Corporate Office of AIS as well as the
registered offices of the subsidiary companies during working hours.
The Company shall dispatch a hard copy of the details of accounts of
the subsidiary companies to any shareholder on demand. Further, the
Company regularly files such data to the various regulatory and
government authorities as required.
Lastly, the accounts of the subsidiary companies are also available for
inspection at the corporate website of the Company -
www.asahiindia.com.
Awards
Your Director take pleasure in reporting the following awards /
recognitions received by your Company during the year:
From Award
Maruti Suzuki India Limited Manufacturing Excellence Award
Best HR Initiatives Award Hyundai Motor India Limited 5 Star Award
Consolidated Financial Statements
As required pursuant to the applicable Accounting Standards, the
Consolidated Financial Statements of AIS are attached herewith and form
part of the Annual Report and Accounts.
Dividend
In view of the financial performance of your Company during 2011-12,
your Directors have not recommended any dividend for the financial year
2011-12.
Directors
During the year under review Mr. Arvind Singh (designated as President)
has resigned as whole-time Director of the Company with effect from 1st
January, 2012.
However, considering Mr. Arvind Singh's wide experience, rich knowledge
and valuable contribution to the Company, Mr. Arvind Singh has been
re-appointed as Additional Director in the capacity of Non - Executive
Director on the Board of Directors of the Company with effect from 25th
January, 2012.
Pursuant to the provisions of Section 260 and Article of Associations
of the Company, Mr. Singh holds office upto the date of ensuing Annual
General Meeting. A notice under Section 257 of the Companies Act, 1956
has been received from a member proposing the candidature of Mr. Arvind
Singh as Director of the Company.
In terms of the provisions of Section 256, read with Section 255 of the
Companies Act, 1956 and Article 70 of the Articles of Association of
the Company, Dr. Surinder Kapur and Mr. Gautam Thapar, Directors, are
liable to retire by rotation at the forthcoming Annual General Meeting
and being eligible, offer themselves for re-appointment.
The necessary resolutions for obtaining approval of the Members have
been incorporated in the notice of the ensuing Annual General Meeting.
The requisite disclosures regarding appointment and re-appointment of
Directors have been made in the Report on Corporate Governance, which
forms part of the Directors' Report.
Listing
The equity shares of your Company continue to be listed at the Bombay
Stock Exchange (BSE) and the National Stock Exchange (NSE).
The Company has paid the requisite listing fee to the Stock Exchanges
for the financial year 2012-13.
Directors' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby state and confirm that :
i) in the preparation of annual accounts for the financial year ended
31st March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
ii) appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2012 and of the profit/loss
for the period from 1st April, 2011 to 31st March, 2012.
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) the annual accounts for the financial year ended 31st March, 2012
have been prepared on a going concern basis.
Corporate Governance
A separate report on corporate governance along with General
Shareholders Information, as prescribed under the Listing Agreement, is
annexed as a part of this Report along with the Auditor's Certificate
on corporate governance.
Fixed Deposits
Your Company has not accepted any deposits within the meaning of
Section 58A of the Companies Act, 1956 and, as such, no amount of
principal or interest was outstanding as on the date of the Balance
Sheet.
Auditors and Auditors' Report
M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of
the Company hold office till the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Company has received a letter from the Statutory
Auditors to the effect that their re-appointment, if made at the
ensuing Annual General Meeting, would be within the limits prescribed
under Section 224 (1B) of the Companies Act, 1956.
The observations of the Auditors in the Auditor's Report are explained,
wherever necessary, in the appropriate Notes to the Accounts.
Cost Auditor
During the year under review, the Ministry of Corporate Affairs (MCA)
has issued Cost Audit Order dated 30th June, 2012, making appointment
of Cost Auditor mandatory for companies engaged in production,
processing, manufacturing of glass. Accordingly, in terms of the above
order and pursuant to the provisions of Section 233B of the Act, your
Directors have appointed M/s. Chandra Wadhwa & Co., Cost Accountants,
as the Cost Auditors of the Company for the financial year 2011-12. In
terms of the above order, the cost audit report for financial year
2011-12 shall be placed before the Board.
Conservation of Energy, Research & Development, Technology Absorption,
Foreign Exchange Earnings and Outgo
The information relating to conservation of energy, research &
development, technology absorption and foreign exchange earnings and
outgo, as required under Section 217(1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure "A", forming part
of this Report.
Particulars of Employees
The information as required in accordance with Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, is set out in Annexure 'B' to this Report.
However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Report and the Accounts are being sent to all
the Members of the Company excluding the aforesaid information. Any
member interested in obtaining such information may write to the
Company Secretary at the Registered Office or the Corporate Office of
the Company. The said information is also available for inspection at
the Corporate Office during working hours up to the date of the Annual
General Meeting.
None of the employees listed in Annexure 'B' is a relative of any
Director of the Company except Mr. Sanjay Labroo who is related to Mr.
B. M. Labroo.
None of the employees listed in Annexure 'B' hold, either by himself or
alongwith his spouse and dependent children, more than 2% of the equity
shares of the Company except Mr. Sanjay Labroo.
Industrial Relations
During the year under review, industrial relations in the Company
continued to be cordial and peaceful.
Acknowledgement
The Board hereby places on record its sincere appreciation for the
continued assistance and support extended to the Company by its
collaborators, customers, bankers, vendors, Government authorities and
employees.
Your Directors acknowledge with gratitude the encouragement and support
extended by our valued Shareholders.
On Behalf of the Board of Directors
Place : Gurgaon B. M. Labroo
Dated : 17th May, 2012 Chairman
Mar 31, 2011
The Directors are pleased to present their 26th Report along with the
audited accounts of the Company for the year ended 31st March, 2011.
Financial Performance
(Rs. Lakhs)
2010-11 2009-10
Gross Turnover 1,70,907 1,42,971
Net Turnover 1,51,821 1,26,273
Other Income 1,667 3,385
Total Income 1,53,488 1,29,658
Operating Profit (PBDIT) 27,248 25,052
Gross Profit (PBDT) 14,468 12,269
Profit/(Loss) Before Tax 2,631 (179)
Profit/(Loss) After Tax 1,515 123
Balance Carried to Balance Sheet 7,848 6,333
Performance Overview
The performance of the Company during 2010-11 was largely on expected
lines and well on the projected recovery track. The strong macro
environment, especially the huge upsurge in demand both in the
automotive and real estate sectors has further helped your Company to
gather stronger momentum during the year.
However, owing to capacity mis-match there were locational demand
supply imbalances, due to which the Company had to incur huge
expenditure on premium freight and sacrifice some operating
efficiencies to ensure that customer demands are met consistently.
As a result of the above, the net sales of the Company increased 20.23%
from Rs. 1,26,273 Lakhs in 2009-10 to Rs.1,51,821 Lakhs in 2010-11.
Operating profit has increased 8.77% from Rs. 25,052 Lakhs in the
previous year to Rs. 27,248 Lakhs in 2010-11. The Company posted the
profit after tax (PAT) of Rs. 1,515 Lakhs in 2010-11 as against profit
after tax of Rs. 123 Lakhs in the previous year.
A detailed analysis of Companys operations in terms of performance in
markets, manufacturing activities, business outlook, risks and concerns
forms part of the Management Discussion and Analysis, a separate
section of this Annual Report.
Subsidiaries
During the year, your Company incorporated GX Glass Sales & Services
Limited (GX), as a wholly-owned subsidiary, to expand its presence in
the architectural glass value-chain by capturing the end, consumer-
facing part of the architectural glass business through exclusive
glass design, supply and installation service. GX was incorporated on
7th May, 2010 with a specific objective of being the one-stop solution
for end-users of glass and meet their complete requirements of
architectural glass. GX is in the process of ramping up its operations.
The other two subsidiaries of your Company - AIS Glass Solutions
Limited ("GS") and Integrated Glass Materials Limited ("IGML") carried
on smooth operations during the year.
In terms of the general exemption granted by the Ministry of Corporate
Affairs, Government of India, under Section 212(8), of the Companies
Act, 1956, copies of the Balance Sheet, Profit and Loss Account,
Reports of the Board of Directors and Auditors of subsidiaries of your
Company - AIS Glass Solutions Limited ("GS"), Integrated Glass
Materials Limited ("IGML") and GX Glass Sales and Services Limited
("GX"), have not been attached with the Balance Sheet of AIS. Further,
pursuant to Accounting Standard - 21 (AS-21) the consolidated financial
statements presented by your Company includes the financial results of
GS, IGML and GX duly audited by the statutory auditors. These
consolidated financial statements have been prepared in strict
compliance with the applicable accounting standards and listing
agreement. Further, the particulars of all the subsidiary companies, as
directed by the Ministry of Corporate Affairs, Government of India in
its above exemption, are attached along with statement as required
under section 212 of the Companies Act, 1956.
The sole purpose of refraining from attaching the annual accounts and
other statements of subsidiary companies along with the Annual Report
of AIS is on account of substantial savings on printing and dispatch
costs of this Annual Report. The Company hereby assures that the annual
accounts of the subsidiary companies and related detailed information
shall be made available to those investors seeking such information at
any point of time. The annual accounts of the subsidiary companies are
kept open for inspection by investors at the Corporate Office of AIS as
well as the Registered Offices of the subsidiary companies during
working hours. The Company shall dispatch a hard copy of the details of
accounts of the subsidiary companies to any shareholder on demand.
Further, the Company regularly files such data to the various
regulatory and government authorities as required.
Lastly, the accounts of the subsidiary companies are also available for
inspection at the corporate website of the Company -
www.asahiindia.com.
Awards
Your Directors take pleasure in reporting the following awards /
recognitions received by your Company during the year :
From Award
Toyota Kirloskar Motors Ltd. Best Kaizen Award
Certificate of appreciation
for being an Etios Partner and
Establishing New Facility
Certificate for achieving
targets in the category of
DELIVERY for the year 2010
2nd position in International Convention of Quality Circle held in
Hyderabad
Occupational Health and Safety Management System
Standard (OHSAS 18001: 2007)
OHSAS 18001: 2007 certification of Bawal plant by DNV
TPM Excellence Award 2010 for the Bawal Plant
Consolidated Financial Statements
As required pursuant to the applicable Accounting Standards, the
Consolidated Financial Statements of AIS are attached herewith and form
part of the Annual Report and Accounts.
Dividend
In view of the financial performance of your Company during 2010-11,
your Directors have not recommended any dividend for the financial year
2010-11.
Directors
During the year, the existing tenure of Mr. Arvind Singh, Whole-time
Director expired on 27th June, 2010. Accordingly, Mr. Singh has been
re-appointed as a Whole-time Director with effect from 28th June, 2010
for a further period of five years.
The above has been duly approved by the Shareholders of the Company by
way of passing of special resolution at the 25th Annual General Meeting
held on 28th July, 2010. Further, Mr. Singh has been appointed as
Director liable to retire by rotation.
Consequent upon resignation of Mr. Marehisa Ishiko from the Board of
Directors of the Company with effect from 27th July, 2010, Asahi Glass
Co. Ltd. (AGC) has nominated Mr. Kimikazu Ichikawa as Director in place
of Mr. Marehisa Ishiko. Mr. Ichikawa was appointed as Additional
Director of the Company on the Board of Directors of the Company with
effect from 29 July, 2010.
The Board places on record, its sincere appreciation for valuable
contribution of Mr. Ishiko during his tenure as Director of AIS.
Pursuant to the provisions of Section 260 and Article 73 of the
Articles of Association of the Company, Mr. Ichikawa holds office up to
the date of the ensuing Annual General Meeting. A notice under Section
257 of the Companies Act, 1956 has been received from a member
proposing the candidature of Mr. Ichikawa as Director of the Company.
In terms of the provisions of Section 256, read with Section 255 of the
Companies Act, 1956 and Article 70 of the Articles of Association of
the Company, Mr. B. M. Labroo and Mr. Keiichi Nakagaki, Directors, are
liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment.
The necessary resolutions for obtaining approval of the Members have
been incorporated in the notice of the ensuing Annual General Meeting.
The requisite disclosures regarding appointment and re-appointment of
Directors have been made in the Report on Corporate Governance, which
forms part of the Directors Report.
Listing
The equity shares of your Company continue to be listed at the Bombay
Stock Exchange (BSE) and the National Stock Exchange (NSE).
The Company has paid the requisite listing fee to the Stock Exchanges
for the financial year 2011-12.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby state and confirm that :
i) in the preparation of annual accounts for the financial year ended
31 March, 2011, the applicable accounting standards have been followed
along with proper explanation relating to material departures.
ii) appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2011 and of the profit /
loss for the period from 1st April, 2010 to 31st March, 2011.
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) the annual accounts for the financial year ended 31 March, 2011
have been prepared on a going concern basis.
Corporate Governance
A separate report on corporate governance along with General
Shareholders Information, as prescribed under the Listing Agreement, is
annexed as a part of this Report along with the Auditors Certificate
on corporate governance.
Fixed Deposits
Your Company has not accepted any deposits within the meaning of
Section 58A of the Companies Act, 1956 and, as such, no amount of
principal or interest was outstanding as on the date of the Balance
Sheet.
Auditors and Auditors Report
M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of
the Company hold office till the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Company has received a letter from the Statutory
Auditors to the effect that their re-appointment, if made at the
ensuing Annual General Meeting, would be within the limits prescribed
under Section 224 (1B) of the Companies Act, 1956.
The observations of the Auditors in the Auditors Report are explained,
wherever necessary, in the appropriate Notes to the Accounts.
Conservation of Energy, Research & Development, Technology Absorption,
Foreign Exchange Earnings and Outgo
The information relating to conservation of energy, research &
development, technology absorption and foreign exchange earnings and
outgo, as required under Section 217(1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure "A", forming part
of this Report.
Particulars of Employees
The information as required in accordance with Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, is set out in Annexure B to this Report.
However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Report and the Accounts are being sent to all
the Members of the Company excluding the aforesaid information. Any
member interested in obtaining such information may write to the
Company Secretary at the Registered Office or the Corporate Office of
the Company. The said information is also available for inspection at
the Corporate Office during working hours up to the date of the Annual
General Meeting.
None of the employees listed in Annexure B is a relative of any
Director of the Company, except Mr. Sanjay Labroo who is related to Mr.
B.M. Labroo.
None of the employees listed in Annexure B hold, either by himself or
alongwith his spouse and dependent children, more than 2% of the equity
shares of the Company, except Mr. Sanjay Labroo.
Industrial Relations
During the year under review, industrial relations in the Company
continued to be cordial and peaceful.
Acknowledgement
The Board hereby places on record its sincere appreciation for the
continued assistance and support extended to the Company by its
collaborators, customers, bankers, vendors, Government authorities and
employees.
Your Directors acknowledge with gratitude the encouragement and support
extended by our valued Members.
On behalf of the Board of Directors
Place : Gurgaon B. M. Labroo
Dated : 16th May, 2011 Chairman
Mar 31, 2010
The Directors are pleased to present their 25lh Report along with the
audited accounts of the Company for the year ended 31st March, 2010.
Financial Performance
(Rs. Lakhs)
2009-10 2008-O9
Gross Turnover 1,42,971 1,35,398
Net Turnover l,26,275 1,21,821
Other Income 5,485 1,154
Total Income 1,29,658 1,22,975
Operating Profit (PBDIT) 25,052 14,206
Gross Profit (PBDT) 12,269 1,773
Profit/(Loss) Before Tax (.179) (9,576)
Profit/(Loss) After Tax 126 (4,060)
Balance Carried to Balance Sheet 6,333 6,210
Performance Overview
The performance of the Company during 2009-10 was well on the projected
recovery track. The strong macro environment, especially the huge
upsurge of demand in the automotive sector, has further helped your
Company to gather stronger momentum. Further the Look Within
initiatives of the management also resulted in generating greater
operating efficiencies.
As a result of the above, in 2009-10 the net sales of the Company
increased 3.65% from Rs. 1,21,821 lakhs in 2008-09 to Rs. 1,26,273
lakhs in 2009-10. Operating profit has increased 76.35% from Rs. 14,206
lakhs in the previous year to Rs. 25,052 lakhs in 2009-10. The Company
posted profit after tax (PAT) of Rs. 123 lakhs as against a loss of Rs.
4,060 lakhs in the previous year.
A detailed analysis of Companys operations in terms of performance in
markets, manufacturing activities, business outlook, risks and concerns
forms part of the Management Discussion and Analysis, a separate
section of this Annual Report.
Subsidiaries
The two subsidiaries of your Company-AIS Glass Solutions Ltd. and
Integrated Glass Materials Ltd. carried on smooth operations during the
year. Integrated Glass Materials Ltd. is in the process of ramping up
its operations.
In terms of approval granted by the Central Government under Section
212(8), of the Companies Act, 1956, copies of the Balance Sheet, Profit
and Loss Account, Reports of the Board of Directors and Auditors, of
the subsidiaries of your Company - AIS Glass Solutions Limited ("GS")
and Integrated Glass Materials Limited ("IGML"), have not been attached
with the Balance Sheet of AIS. Further, pursuant to Accounting
Standards (AS-21) Consolidated Financial Statement presented by your
Company includes the financial results of GS and IGML duly audited by
the statutory auditors. These consolidated financial statements have
been prepared in strict compliance with the applicable accounting
standards and listing agreement. However, the particulars of both the
subsidiary companies, as directed by the Central Government in its
above exemption, is attached along with statement as required under
section 212 of the Companies Act, 1956.
This approval was solely sought for the purpose of substantial savings
on printing and dispatch costs of this Annual Report. The Company
hereby assures that the annual accounts of the subsidiary companies and
related detailed information shall be made available to the investors
seeking such information at any point of time. Further the annual
accounts of the subsidiary companies are kept open for inspection by
investors at the Corporate Office of AIS as well as at the registered
offices of the subsidiary companies during working hours. The Company
shall dispatch a hard copy of the details of accounts of the subsidiary
companies to any shareholder on request. Further, the Company regularly
files such data to the various regulatory and government authorities as
required.
Further, the accounts of the subsidiary companies are also available
for inspection at the corporate website of the Company -
www.asahlilndla.com.
Awards
Your Directors take pleasure in reporting the following
awards/recognitions received by your Company during the year:
From Award
Maruti Suzuki India Ltd. Certificate of Appreciation
Vendor Performance Award Gold Category
Manufacturing Excellence Award
Toyota Kirloskar Motors Ltd. Achieving Target of Quality
Achieving Target of Delivery
Whirlpool of India Ltd. Best Supplier Award
Gold Category
Tata Motors Ltd. Cost Efficiency Award
Mahindra & Mahindra Ltd. First Prize for Lowest PPM
First Prize for Best Delivery/ Logistics
Automotive Components Excellence Award
Manufacturers Association Bronze Medal
(ACMA)
Consolidated Financial Statements
As required pursuant to the applicable Accounting Standards, the
Consolidated Financial Statements of AIS are attached herewith and form
part of the Annual Report and Accounts.
Dividend
In view of the financial performance of your Company during 2009-10,
your Directors have not recommended any dividend for the financial year
2009-10.
Directors
During the year, the existing tenure of Mr. KeizaburoKojima, Whole-time
Director of the Company, nominated by Asahi Glass Co. Ltd. (AGC), Japan
expired on 11th August, 2009. Consequent thereto, AGC nominated Mr.
Hideaki Nohara as Whole-time Director on the Board of Directors of the
Company, being designated as Dy. Managing Director & C.T.O. (Auto).
Accordingly, Mr. Nohara has been appointed as Whole-time Director on
the Board of the Company in place of Mr. K. Kojima with effect from
12th August, 2009.
The above has been duly approved by the Shareholders of the Company by
way of passing of special resolution through the Postal Ballot on 9th
October, 2009. Further, your Company has already applied for the
requisite approval under the provisions of the Companies Act, 1956 to
the Central Government to this effect.
Pursuant to the provisions of Section 260 and Article 73 of the
Articles of Association of the Company, Mr. Nohara holds office up to
the date of ensuing Annual General Meeting. A notice under Section 257
of the Companies Act, 1956 has been received from a member proposing
the candidature of Mr. Hideaki Nohara as Director of the Company.
Consequent upon resignation of Mr. Masayuki Kamiya from the Board of
Directors of the Company with effect from 21st January, 2010, AGC has
nominated Mr. Marehisa Ishiko as Director in place of Mr. Masayuki
Kamiya. Mr. Ishiko was appointed as Additional Director of the Company
on the Board of Directors of the Company with effect from 21st January,
2010.
The Board places on records, its sincere appreciation for valuable
contributions of the Directors who resigned during the year.
In terms of the provisions of Section 256, read with Section 255 of the
Companies Act, 1956 and Article 70 of the Articles of Association of
the Company, Dr. Surinder Kapur, Mr. Rahul Rana and Mr. Shinzo
Nakanishi, Directors, are liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment.
The necessary resolutions for obtaining approval of the Members have
been incorporated in the notice of the ensuing Annual General Meeting.
The requisite disclosures regarding appointment and re-appointment of
Directors have been made in the Report on Corporate Governance, which
forms part of the Directors Report.
Listing
The equity shares of your Company continue to be listed at the Bombay
Stock Exchange (BSE) and the National Stock Exchange (NSE).
The Company has paid the requisite listing fee to the Stock Exchanges
for the financial year 2010-11.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby state and confirm that :
i. in the preparation of annual accounts for the financial year ended
31st March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
ii. appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2010 and of the profit/loss
for the period from 1st April, 2009 to 31st March, 2010.
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv. the annual accounts for the financial year ended 31st March, 2010
have been prepared on a going concern basis.
Corporate Governance
A separate report on corporate governance along with General
Shareholders Information, as prescribed under the Listing Agreement, is
annexed as a part of this Report along with the Auditors Certificate
on corporate governance.
Fixed Deposits
Your Company has not accepted any deposits within the meaning of
Section 58A of the Companies Act, 1956 and, as such, no amount of
principal or interest was outstanding as on the date of the Balance
Sheet.
Auditors and Auditors Report
M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of
the Company hold office till the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Company has received a letter from the Statutory
Auditors to the effect that their re-appointment, if made at the
ensuing Annual General Meeting, would be within the limits prescribed
under Section 224 (IB) of the Companies Act, 1956.
The observations of the Auditors in the Auditors Report are explained,
wherever necessary, in the appropriate Notes to the Accounts.
Conservation of Energy, Research & Development, Technology Absorption,
Foreign Exchange Earnings and Outgo
The information relating to conservation of energy, research &
development, technology absorption and foreign exchange earnings and
outgo, as required under Section 217(1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure "A", forming part
of this Report.
Particulars of Employees
The information as required in accordance with Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, is set out in Annexure B to this Report.
However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Report and the Accounts are being sent to all
the Members of the Company excluding the aforesaid information. Any
member interested in obtaining such information may write to the
Company Secretary at the Registered Office or the Corporate Office of
the Company. The said information is also available for inspection at
the Corporate Office during working hours up to the date of the Annual
General Meeting.
None of the employees listed in Annexure B is a relative of any
Director of the Company.
None of the employees listed in Annexure B hold, either by himself or
alongwith his spouse and dependent children, more than 2% of the equity
shares of the Company.
Industrial Relations
During the year under review, industrial relations in the Company
continued to be cordial and peaceful.
Acknowledgement
The Board hereby places on record its sincere appreciation for the
continued assistance and support extended to the Company by its
collaborators, customers, bankers, vendors, Government authorities and
employees.
Your Directors acknowledge with gratitude the encouragement and support
extended by our valued Members.
On behalf of the Board of Directors
Place : Gurgaon B. M. Labroo
Dated : 14th May, 2010 Chairman
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More Information on Asahi India Glass Ltd.
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Asahi India Glass Ltd. Tools
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Asahi India Glass Ltd. Company Details
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Company History
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Asahi India Glass Ltd. Key Financial Ratios
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Asahi India Glass Ltd. Results
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Asahi India Glass Ltd. Financial Data
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Asahi India Glass Ltd. Reports
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Asahi India Glass Ltd. Corporate Announcements
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