REPORT OF THE DIRECTORS Dear Stakeholders, The Board of Directors of Your Company hereby present 44th Annual Report for the Financial Year ended on 31st March 2015 together with the Audited Statement of Accounts for the said Financial Year. Financial Performance The Financial Performance of the company during the period under reporting was not too good specially on account of the fact that only one plant was in operation throughout the year as the second plant could not be operated due to non availability of gas. As a result the revenue from operations fell from Rs 5181.29 lacs to Rs 4530.40 lacs during the current year. The overall operation of the plant was satisfactory as it achieved a yield of nearly 80% during the year much of it was contributed by the high yield of 86.01% achieved during the last quarter of the financial year. The company was able to liquidate substantial portion of its stocks and thereafter achieved a sales volume of Rs 119.77 lacs square meter on 1 MM basis against production of Rs 112.83 lacs square meter. Against a net profit of Rs 666.83 lacs made last year there is a loss of Rs 576.63 lacs during the current financial year mainly on account of additional fuel bill of nearly Rs 400 lacs during the period October, November and 1st week of December 2014 wherein there was no gas supply to the plant from GAIL and hence company had to procure furnace oil at market rates. This also affected the productivity during the quarter. Besides the above there has been major increase in cost of Rs 343 lacs on account of depreciation charged for the current year due to changes in the mode of calculating depreciation as per the provisions of Companies Act 2013. There was a further impact on account of reduction in inventories of Rs 382 lacs while last year the same had increased by Rs 583 lacs. Due to slackness of demand during the first and second quarter of the year and also on account of slight decline in market prices the realization was poor in the first two quarters but the same picked up in the later part of the year and the company finished the year with good realization. The exports during the year were Rs 173.22 lacs as compared to Rs 232.22 lacs in the previous year. The company did not import any further material for trading due to the past bad experience and only tried to sell the stocks in hand and was successful in selling glass worth Rs 11.64 lacs during the year. Sales The sales during the year were good as the company besides being able to sell the full production was able to liquidate substantial quantity of stocks, however the export sales were lower due to lack of export orders. CAPITAL EXPENDITURE: The Company incurred Capital Expenditure of Rs 218.08 lacs during the year which was mainly on account of certain additions to the sand and finished goods godown and capitalization of civil expense on Allahabad plant on account of mirror plant which was not capitalize earlier as the Plant and machinery was not installed. COST REDUCTION & PRODUCTIVITY IMPROVEMENT Your Company has in place appropriate systems to monitor cost incurred in different areas of operation. Several initiatives have been taken to further reduce cost at all level of operation at Company's Rajahmundry Plant wherein significant savings in Manpower and energy costs have been achieved. CAPITAL STRUCTURE The Authorised Share Capital of the Company is Rs. 200000000 and Subscribed & Paid up share capital is Rs. 126290000. There was no change in the share capital made during the year under review. PUBLIC DEPOSITS The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. ANNUAL RETURN Information pursuant to Section 134 (3) (a) of the Companies Act, 2013, the extract of Annual Return as provided under sub - section (3) of Section 92 is given in the Annexure 1 to this Report. DIRECTORS & MEETINGS Information pursuant to Section 134 (3) (b) of the Companies Act, 2013, the Board of Directors at present consists of Mr. Jitendra Kumar Agrawal, Managing Director, Mr. Anil Kumar Dhawan Director (Finance) and Independent Directors namely Mr. Peeyush Kumar Kesharwani and Mrs Jyoti Agarwal. The details of Meetings of the Company held in the year are given in Corporate Governance Compliance Report DIRECTORS' RESPONSIBILITY STATEMENT As required under section 134 (3) (c) of the Companies Act, 2013 regarding the Directors' Responsibility Statement, it is hereby stated: i. In the preparation of annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. The Directors 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 at the end of the financial year ended on March 31st 2015 and of the profit or loss of the Company for that period. iii. The Directors had taken proper and sufficient care for the maintenance of 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. iv. The Directors have prepared the annual accounts on a going concern basis. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS Statement pursuant to Section 134 (3) (d) of the Companies Act 2013 read with section 149 (6) of Companies Act 2013 is given in the Annexures 2,& 3 to this Report. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT & REMUNERATION Information pursuant to Section 134 (3) (e) of the Companies Act, 2013 read with subsection (3) of Section 178 is given under Corporate Governance Compliance Report. AUDITORS & AUDITORS' REPORT The Auditors, M/s. Amit Ray & Co., Chartered Accountants, the existing statutory Auditor of the Company retire at the forthcoming, Annual General Meeting and being eligible, offer themselves for reappointment. The said Auditors have given consent for the appointment furnished the Certificate of their eligibility for re-appointment.Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint Amit Ray & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of next . EXPLANATION TO THE AUDITORS' QUALIFICATION As required under section 134 (3) (f) of the Companies Act, 2013, explanation or comments by the Board on qualification, reservation and adverse remark made by the Auditors 1. Qualification under points (vii) (a) & (b) of the Annexure to the Auditors Report. Auditor has qualified that Company has not paid the statutory dues as mentioned under the said point. As informed to all that Company is a sick Company and has been in struggling phase. However the company has since deposited the contributions towards Family Pension except the damages amount for which it has filed an appeal before the PF Commissioner, New Delhi for being waived off. The company has cleared substantial amount of the other statutory dues during the year as a result the same came down from Rs.302.19 lacs as on 31.3.2014 to Rs 198.11 lacs as on 31.3.2015. The company is hopeful of clearing the balance dues during the year 2015-16. Further regarding the disputed amounts pending before various authorities, the liability was Rs.6351.21 lacs. In the major case involving Rs. 4193 lacs our appeal before Central Excise Tribunal, New Delhi was still pending. Against the remaining cases the company has filed necessary appeals before the competent authorities and the same are pending for decision. As regards point (xi) our comments are given in the Auditors report itself. 2. Qualification under point (ix) of the Annexure to the Auditors Report. The Company replies to the Auditors Note on defaults to SASF and Institution Bankers is give in note itself. Cost Auditor's details The Central Government has approved the appointment of M/s Shishir Jaiswal & Co. Cost Accountants as Cost Auditors for conducting Cost Audit of the Company for the Financial Year 2014-15. The due date for filing the Cost Audit Reports for the Financial Year ended 31st March, 2015 is 30th December 2015. The due date for filing the Cost Audit Report of the Company for the Financial Year ended 31st March, 2014 was 30th September,2014 and the Cost Audit Report was filed by the Cost Auditor M/s Shishir Jaiswal & Co Cost Accountants, on 28th November 2014 in XBRL Mode as mandated by the Ministry of Corporate Affairs vide their circular no. 8/2012 dated 10th May, 2012. SECRETARIAL AUDITORS The Board of Directors of the Company have appointed Mr. Samrendra Roy, Practicing Company Secretary , as the Secretarial Auditor of the Company for the financial year 2014-15, in terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Audit is annexed herewith as Annexure 4 and forms an integral part of this Report. The comments mentioned in Secretarial Audit Report are self explanatory RELATED PARTY TRANSACTIONS Information pursuant to Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 5 to this Report. Corporate Information pursuant to Section 134 (3) (i) of the Companies Act, 2013, the states of companies affairs are given below NOTICES & APPEALS Appeals As informed to the members that the Company is before BIFR for rehabilitation as a part of rehabilitation it was proposed to sell the Allahabad plant so as to settle the dues of the workers and Institutions and Bankers from the Sale process of the plant BIFR set up a Asset Sale Committee and made IDBI New Delhi the operating Agency to take the sale proceeds forward but for some reasons the sale of Allahabad plant could not materialize, in the mean time BIFR took a view that as there is no progress in the case, they ordered for winding up of the company. The Company being aggrieved filed an appeal before AAIFR to restrain BIFR from winding up of the company and subsequently the company filed an appeal for delisting from BIFR, however as SASF withdraw the OTS package the company could not get itself delisted from BIFR. The company also filed an appeal before BIFR requesting them to direct SASF to restore the OTS Package and also not to take any action against the company for recovery of their dues till the winding up notice is adjudicated by the AAIFR Board. However BIFR did not consider our request and dismissed our appeal. The company filed an appeal before AAIFR who have directed BIFR to consider our appeal a fresh in light of the submission made by us. Debt Restructuring As mentioned in the last Annual Report that SASF had served a notice under section 13(2) of the Securitization and Reconstruction of financial Assets and Enforcement of Security Investment 2001 on the company in April 2013, but the company was successful in arriving at a OTS settlement with SASF in Oct 2013, for a sum of RS 3550 lacs. The company in right earnest and inspite of the Allahabad Plant not being sold was able to arrange and pay SASF a sum of Rs 1155 lacs by 31.01.2015, but as the company had not been able to pay the full amount as per terms of OTS, SASF choose to withdraw the OTS package vide its letter dated 09.02.2015. We have requested them to restore the package and have also take up the matter with BIFR/AIFR to prevail upon SASF to Restore the package as the delay in making the payment has not been due to any fault of the company, but that of the Asset Sale Committee constituted by the operating agency, IDBI Bank, New Delhi, who have not been able to sell the Allahabad Plant and have delayed the process forcing SASF to withdraw the package. We are hopeful that once we are able to locate a suitable buyer for the plant we shall be able to negotiate and clear the SASF dues. SBI Bank The company has paid the full principal amount of Rs 1489 lacs by March 2014 and only the interest for the delay period amounting to Rs 327 lacs was outstanding to be paid. The company has paid a further sum of Rs 80 lacs against the same and is making regular payments to them and is confident to clear the balance amount once the buyer for Allahabad plant is found. CANARA Bank As mentioned in the last Annual report that a settlement at Rs 590 lacs had been arrived at with them but subsequently their Head office have not approved the OTS and asked for substantial improvement in the package. We have written to them that as the package was once finalized and we also have made payment of Rs 59 lacs against the same they should accepts the same.Till 31.03.2015 no headway could be made on this, but in May 2015 after a lot of persuasion and discussion we were able to arrive at a revised settlement of Rs 610 lacs. The sanction letter is awaited. HUMAN RELATIONS The company on the basis of the agreement arrived of with the workers in December 2014 took of the job of settling their dues and till 31.03.2015 and a sum of Rs 800 lacs had been paid to them and the process was on and will aim to settle dues of all the workers by July - August 2015 . The Human relations of the company at Rajhmundary unit remained cordial during the year. ENVIRONMENT AND SAFETY A lot of emphasis is placed on occupational, environment, health and safety of the employees of the Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much greener environment has been created by using waste water and only those plants have been planted which make the environment clean and dust free. The Company recognizes employees' safety and is always inclined to improve on such standards. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members of the Company are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report. CORPORATE GOVERNANCE As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report. Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders' expectations while continuing to comply with the mandatory provisions of corporate governance and it has been endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit. APPRECIATION Directors wish to place on record their deep thanks and gratitude to; a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co-operation and continued support. b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed and to the Customers for their valued patronage. c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year. RESERVE & SURPLUS Information pursuant to Section 134 (3) (j) of the Companies Act, 2013 is that the Company has incurred loss during the current year of Rs 576.63 lacs as a result the accumulated losses of the company increased from Rs 10917.68 lacs to 11494.31 lacs at the end of the year 31.03.2015.Captal Reserves of the company stood a Rs 221.86 lacs and Security Premium Account was Rs 4408.75 lacs. DIVIDEND Information pursuant to Section 134 (3) (k) of the Companies Act, 2013, in the view of huge accumulated losses in the balance sheet of your company and considering the fact that the company is in the stage of recovery from a sick company your directors are not in a position to recommend any dividend for the financial year ending March 2015. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Information pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 6 to this Report. RISK MANAGEMENT POLICY Information pursuant to Section 134 (3) (n) of the Companies Act, 2013 is given in the Annexure 7 to this Report CSR REPORT Information pursuant to Section 134 (3) (o) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 8 to this Report By order of The Board of Directors of Triveni Glass Limited Sd/ J.K. Agrawal DIN: 00452816 Managing Director Place: Allahabad Date: 30.10.2015 Regd. Off: 1, Kanpur Road Allahabad - 211001 (U.P.) |