TRIVENI GLASS LIMITED · 2017-01-28 · TRIVENI GLASS LIMITED 4 COMMITTEES OF THE BOARD OF...

TRIVENI GLASS LIMITED

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44th ANNUAL REPORT


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Contents

1. Corporate Information

2. Notice to the Annual General Meeting

3. Board Report

4. Annexures

5. Corporate Governance report

6. CEO/CFO Certificate

7. Auditor certificate under clause 49

8. Management Discussion and Analysis Report

9. Independent Auditors Report on Financial Statement

10. Balance Sheet

11. Profit and Loss Account

12. Cash flow Statement

13. Notes to the Accounts

14. Attendance sheet and Proxy Form

Schedule of 44th Annual General Meeting

Date

19th December 2015

Day

Saturday

Place

Hotel Allahabad Regency,

16, Tashkent Marg, Civil Lines,Allahabad.

Time

11:00 AM


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CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. J.K Agrawal (DIN: 00452816) Mr. A K Dhawan (DIN: 00694401) Mr. Peeyush Kumar Kesharwani (DIN: 00559591) Mrs. Jyoti Agarwal (DIN: 07128325)

Managing Director Director Finance Independent Director Additional Director

COMPANY SECRETARY & COMPLIANCE OFFICER Ms. Sushma Membership No.: A34410 Tel: 0532 2407325

E-mail Id: [email protected]

STATUTORY AUDITORS M/s. Amit Ray & Co. Chartered Accountants M No. 403861 & FRN : 000483C Tel: 0532-2402763, 09335157473 E-mail Id: [email protected]

INTERNAL AUDITOR M/s. Gopal Gupta & Associates Chartered Accountants M No. 407472 Tel: 0532-2400703, 09415309678 Email Id: [email protected]

SECRETARIAL AUDITOR Mr. Samarendra Roy Practicing Company Secretary M No. F1406 & C P No 4230 Tel: 9830165672

Email Id: [email protected]

REGISTRARS & SHARE TRANSFER AGENT CB Management Services (P) Ltd P-22, Bondel Road, Kolkata-700 019

Phone : (033) 4011 6700/2280 6692 Fax : (033) 4011 6739, Email : [email protected] Website : www.cbmsl.com

BANKERS State Bank Of India Canara Bank HDFC Bank Ltd

REGISTERED OFFICE & CONTACT DETAILS 1. Kanpur Road, Allahabad 211001 Telephone: 0532 2407325 Fax: 0532-2407450 Email: [email protected] Website: www.triveniglassltd.com

LISTED AT BSE Limited P.J. Towers, Dalal Street Mumbai-400001 Scrip Code: 502281

OTHER DETAILS CIN: L26101UP1971PLC003491 ISIN:INE094C01011

mailto:[email protected]




http://www.triveniglassltd.com/


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COMMITTEES OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE

Mr. Peeyush Kumar Kesharwani Independent Director Mr. Anil Kumar Dhawan Director- Finance

Member & Chairman

Member

Mrs Jyoti Agarwal Additional Director Ms. Sushma Company Secretary

Member Secretary

NOMINATION & REMUNERATION COMMITTEE

Mr. Peeyush Kumar Kesharwani Independent Director

Member

Mrs. Jyoti Agrawal Member & Chairman Additional Director

STAKEHOLDER RELATIONSHIP COMMITTEE


Member & Chairman

Mr. A K Dhawan Director Finance

Member

Mr. J K Agrawal Managing Director

Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Mr. J K Agrawal Managing Director

Member & Chairman

Mr. A K Dhawan Director Finance

Member


Member

IMPORTANT COMMUNICATION TO THE MEMBERS

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued circulars stating that service of Notice / documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, with the

Registrar & Share Transfer Agent of the Company.


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R.O.: 1. Kanpur Road, Allahabad 211001 Tel: 0532 2407325 Fax: 0532-2407450

Email: [email protected] Website: www.triveniglassltd.com

CIN: L26101UP1971PLC003491 NOTICE OF ANNUAL GENERAL MEETING Dear Members, NOTICE IS HEREBY GIVEN THAT THE FORTY FOURTH ANNUAL GENERAL MEETING OF

THE MEMBERS OF TRIVENI GLASS LIMITED WILL BE HELD AT HOTEL ALLAHABAD

REGENCY, 16, TASHKENT MARG, ALLAHABAD - 211001, ON SATURAY 19TH DAY OF

DECEMBER 2015 AT 11.00 A.M. TO TRANSACT THE FOLLOWING BUSINESSES

ORDINARY BUSINESS:

1. To receive, consider and adopt the Balance Sheet as on 31st March’ 2015, the Profit & Loss

Account for the year ended on that date and Report of the Directors and to receive Report

of the Auditors.

2. To re-appoint M/s Amit Ray & Co. as the Statutory Auditor of the Company from the

conclusion of this Annual General Meeting till the Conclusion of next Annual General

Meeting.

“RESOLVED THAT pursuant to the provisions of section 139 and other applicable

provisions, if any, of the Companies Act, 2013 or the Rules framed there under, as

amended from time to time, including any statutory amendment and re-enactment thereof

M/s Amit Ray & Co., Chartered Accountants (Firm Registration No: 000483C), be and is

hereby re-appointed as Auditors of the Company to hold office from the conclusion of this

Annual General Meeting (AGM) till the conclusion of the next AGM, at a remuneration

plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually

agreed between the Board of Directors of the Company and the Auditors.”

3. Appointment of Mrs Jyoti Agarwal as a Director

To consider and, if thought fit, to pass with or without modification, the following

resolution as an Ordinary Resolution:-




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“RESOLVED that Mrs. Jyoti Agarwal (DIN: 07128325), who was appointed as an

Additional Director of the Company with effect from 24th of March 2015 by the Board of

Directors and who holds office upto the date of this Annual General Meeting of the

Company under Section 161(1) of the Companies Act, 2013 (the Act) but who is eligible

for re appointment and in respect of whom the Company has received a notice in writing

under Section 160(1) of the Act from a Member proposing her candidature for the office of

Director, be and is hereby appointed a Director of the Company.”

SPECIAL BUSINESS:

4. RATIFICATION OF COST AUDITORS’ REMUNERATION

To consider and, if thought fit, to pass with or without modification, the following Resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies

Act, 2013 ("Act") and the Rules made there under, as amended from time to time, the Company hereby

ratifies the remuneration of `40,000/- plus out-of-pocket expenses payable to M/s Shishir Jaiswal & Co

who are appointed as Cost Auditors of the Company to conduct Cost Audits relating to such businesses

of the Company as may be ordered by the Central Government under the Act and the Rules there

under, for the year ending 31st March, 2016.”

Regd. Off: 1, Kanpur, Road, By the Order of the Board of Triveni Glass Limited Allahabad-211001 (U.P.) Sd/- Place: Allahabad J K Agrawal Date: 30.10.2015 Din No: 00452816


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NOTES

1. APPOINTMENT OF PROXY

A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO

ATTEND AND VOTE ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF

THE COMPANY. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can

act as proxy on behalf of not more than fifty members and holding in aggregate not more than ten

percent of the total share capital of the Company. Members holding more than ten percent of the total

share capital of the company may appoint single person as proxy who shall not act as proxy for any

other person or shareholder. The instrument of proxy, in order to be effective, should be deposited at

the Registered Office of the Company, duly completed and signed, not later than 48 hours before the

commencement of the meeting. A Proxy Form is annexed to the notice. Proxies submitted on behalf of

limited companies, societies, etc., must be supported by an appropriate resolution / authority, as

applicable.

2. APPOINTMENT OF AUTHORISED REPRESENTATIVE

No person shall be entitled to attend or vote at the meeting as a duly authorised representative of a

Company or body corporate which is a shareholder of the Company, unless a copy of the resolution

appointing him/her as a duly authorized representative certified to be a true copy by the Chairman of

the meeting at which it was passed, shall have been deposited at the Office of the Company not less

than TWO DAYS before the date of the meeting, i.e., on or before the closing hours of the Company

ON 17TH Day of December 2015. The proxy form if any executed by such authorized representative

will be effective provided the same is deposited with the Company along with the above documents on

or before the closing hours of the Company on 17th Day of December 2015 at the above mentioned

address.

3. BOOK CLOSURE DATES

The Register of Members and share Transfer Books of the Company will remain closed from

14.12.2015 to 19.12.2015 (Both Days inclusive)

4. JOINT HOLDERS

As per Articles of Association, if any share stands in the names of two or more persons, the person

name listed first in the register shall, as regards voting, be deemed to be the sole holder thereof. Hence

if shares are in the name of joint holders, then first named person is only entitled to attend the meeting

and is only eligible to vote (by poll or by show of hands) in the meeting.

5. GREEN INITIATIVE

As a measure of economy and a step toward green initiative, Members are requested to bring their copy

of Notice to the meeting. Members/ Proxies should bring the attendance slip duly filled in and signed

for attending the meeting and should have proof of Identity.


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6. SUBMISSION OF PAN

SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in

securities market. Members holding shares in electronic form are, therefore, requested to submit their

PAN to their Depository Participants with whom they are maintaining their Demat accounts. Members

holding shares in physical form can submit their PAN to the Company / RTA.

7. NOMINATION

Members holding shares in physical form and desirous of making a Nomination in respect of their

shareholding in the Company, as permitted under Section 72 of the Companies Act, 2013, are

requested to submit to the Registrars and Transfer Agents the details as required in Form No. SH-13 of

Companies (Share Capital and debentures) Rules 2014.

8. INSPECTION

All documents referred to in the accompanying Notice and Explanatory Statement is open for

inspection at the Office of the Company during office hours on all working days, up to and inclusive of

the date of the Annual General Meeting.

9. ELECTRONIC VOTING

In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies

(Management and Administration) Rules, 2014 as amended by the Companies (Management and

Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement, the Company is

pleased to provide members facility to exercise their right to vote on resolutions proposed to be

considered at the Annual General Meeting (AGM) by electronic means and the business may be

transacted through e-Voting Services. The facility of casting the votes by the members using an

electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be

provided by National Securities Depository Limited (NSDL).

The facility for voting through ballot paper shall be made available at the AGM and the members

attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their

right at the meeting through ballot paper.

The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM

but shall not be entitled to cast their vote again.

The remote e-voting period commences on 16.12.2015 (9:00 AM) and ends on 18.12.2015 (5:00PM).

During this period members’ of the Company, holding shares either in physical form or in

dematerialized form, as on the cut-off date of 12.12.2015, may cast their vote by remote e-voting. The

remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution

is cast by the member, the member shall not be allowed to change it subsequently.

The process and manner for remote e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participants(s)] :


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(i) Open email and open PDF file viz; “ Triveni Glass Limited remote e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login

(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

(v) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

(vii) Select “EVEN” of “Triveni Glass Limited ”.

(viii) Now you are ready for remote e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]

B. In case a Member receives physical copy of the Notice of AGM[for members whose email IDs are

not registered with the Company/Depository Participants(s) or requesting physical copy] :

(i) Initial password is provided at the bottom of the Attendance Slip for the AGM (ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote

e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call

on toll free no.: 1800-222-990.

If you are already registered with NSDL for remote e-voting then you can use your existing user ID and

password/PIN for casting your vote.

You can also update your mobile number and e-mail id in the user profile details of the folio which

may be used for sending future communication(s).

The voting rights of members shall be in proportion to their shares of the paid up equity share capital

of the Company as on the cut-off date of 12.12.2015

https://www.evoting.nsdl.com/


http://www.evoting.nsdl.com/


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Any person, who acquires shares of the Company and become member of the Company after dispatch

of the notice and holding shares as of the cut-off date i.e. 12.12.2015, may obtain the login ID and

password by sending a request at [email protected] or [email protected].

Login to e-voting website will be disabled upon five unsuccessful attempts to key in the correct

password. In such an event, you will need to go through “Forgot Password” option available on the site

to reset the same.

If you forgot your password, you can reset your password by using “Forgot User Details/Password”

option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-

990

Your login id and password can be used by you exclusively for e-voting on the resolutions placed by

the companies in which you are the shareholder

A member may participate in the AGM even after exercising his/her/their right to vote through remote

e-voting but shall not be allowed to vote again at the AGM.

A person, whose name is recorded in the register of members or in the register of beneficial owners

maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of

remote e-voting as well as voting at the AGM through ballot paper.

Mr. Shabhuvesh Dhar Tripathi, Practicing Company Secretary (Membership No. 6623) and Partner

M/s. S.D. Tripathi & Associates, Company Secretaries has been appointed for as the Scrutinizer for

providing facility to the members of the Company to scrutinize the voting and remote e-voting process

in a fair and transparent manner.

The Chairman/ Chairperson shall, at the Annual General Meeting, at the end of discussion on the

resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of

“ballot paper” for all those members who are present at the Annual General Meeting but have not cast

their votes by availing the remote e-voting facility.

The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes

cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at

least two witnesses not in the employment of the Company and shall make, not later than three days of

the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or

against, if any, to the Chairman/Chairperson or a person authorized by him/her in writing, who shall

countersign the same and declare the result of the voting forthwith.

The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the

Company ‘www.triveniglassltd.com’ and on the website of NSDL immediately after the declaration of

result by the Chairman/Chairperson or a person authorized by him in writing. The results shall also be

immediately forwarded to the BSE Limited, Mumbai.




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Explanatory Statement (Pursuant to section 102 of the Companies Act, 2013)

As required by section 102 of the Companies Act, 2013 (Act), the following explanatory statement

sets out all material facts relating to the business mentioned under Item Nos. 4 of the accompanying

Notice:

Item 4 :

The Company is directed, under Section 148 of the Act to have the audit of its cost records conducted

by a cost accountant in practice. The Board of your Company has, on the recommendation of the

Audit Committee, approved the appointment of M/s. Shishir Jaiswal & Co as the Cost Auditors of the

Company to conduct Cost Audits relating to such businesses of the Company as may be ordered by

the Central Government under the Act and the Rules there under for the year ending 31st March,

2016, at a remuneration of Rs. 40,000/- plus out-of-pocket expenses and the ratification of the

shareholders is sought for the same by an Ordinary Resolution at Item No. 4. M/s. Shishir Jaiswal &

Co has furnished a certificate regarding their eligibility for appointment as Cost Auditors of the

Company.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives are

concerned or interested in the Resolution mentioned at Item No. 4 of the Notice.

DISCLOSURE UNDER SECTION 102(3)

The documents relating with these businesses are available for inspection till the date of AGM on all

working days (except on Saturday and Sunday) at the Registered Office of the company from during

office hours.

Regd. Off: 1, Kanpur, Road, By the Order of the Board of Triveni Glass Limited Allahabad-211001 (U.P.) Sd/- Place: Allahabad J K Agrawal Date: 30.10.2015 Din No: 00452816


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Details of Director’s seeking appointment or re-appointment

Particulars Mrs. Jyoti Agarwal

Date of Birth 25.02.1959

Date of Appointment 24.03.2015

Qualifications B. Sc (Bio), M. Sc (Zoo)

Expertise in Specific Areas Dealership & Communication

Directorship held in other companies NO

Memberships/Chairmanships of Committees of

Board (includes only Audit Committee,

Shareholders Relationship Committee, Investors

Grievances Committee and Nomination

Remuneration Committee)

NIL

Number of Shares held in the Company NIL


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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 RESULTS Financial summary for the Financial Year ended on 31st march 2015 is given below: (Figs in Rs. Lacs)

PARAMETERS F.Y. 2014-2015 F.Y. 2013-2014

Net Income from operations 4530.40 5181.29

Other Income 562.30 45.72

Total Income 5092.70 5227.01

Expenditure 5616.40 4272.88

PBIDT ( 523.70) 954.13

Depreciation 492.22 149.13

Interest 260.71 132.68

Net Profit / Loss (1276.63) 672.32

Exceptional Items (Exchange

Rate Fluctuation)

700 5.49

Net profit from ordinary Activities (576.63) 666.83

EPS (4.57) 5.28

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


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

Product Location Financial Year 2015 Financial Year 2014

Figured & Wired Glass Rajahmundry 56.40 67.01

The production during the year was much lower than last year due to operation of only one plant during

the year. The Plant No 1 remain closed for most parts of the year however due to better capacity

utilization and better yield the production level during the year was reasonable. The company could not

restart new plant due to shortage of natural gas.

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.

(Figures in lacs Sq. Mtr)

Product Financial Year-2015 Financial Year-2014

Sheet and Float Glass - -

Figured & Wired Glass 59.90 62.70

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.


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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


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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


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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.


18

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;


19

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

Regd. Off: 1, Kanpur Road By order of The Board of Directors of Triveni Glass Limited

Allahabad – 211001 (U.P.) Sd/ J.K. Agrawal Place: Allahabad Managing Director Date: 30.10.2015 DIN: 00452816


20

ANNEXURE TO THE DIRECTOR REPORT FOR THE FINANCIAL YEAR ENDED ON 31st MARCH 2015 ANNEXURE- 1

FormNo.MGT-9

EXTRACTOFANNUALRETURN As on the financial year ended on 31.03.2015

[Pursuanttosection92(3)oftheCompaniesAct,2013andrule12(1)of the

Companies(Management and Administration)Rules,2014]

I. REGISTRATION & OTHER DETAILS:

1. CIN L26101UP1971PLC003491

2. Registration Date 15.12.1971

3. Name of the Company TRIVENI GLASS LIMITED

4. Category/Sub-category of the Company

Limited by shares

5. Address of the Registered office & contact details

l, Kanpur Road, Allahabad- 211001.

Tel.: 91-532-2407325 Fax : 91-532-2407450. E-mail:

[email protected].

6. Whether listed company Yes

7. Name, Address & contact details of the Registrar & Transfer Agent, if any.

C B Management Services (P) Ltd. P – 22, Bondel Road, Kolkata – 700019 Phone : (033) 4011 6700/2280 6692/2282 3643/ 2287 0263

Fax : (033) 4011 6739, Email : [email protected] Website : www.cbmsl.com

CIN : U74140WB1994PTC062959 II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the

total turnover of the company shall be stated)

S. No. Name and Description of main

products / services NIC Code of the Product/service

% to total turnover of the company

1 Glass Manufacture 26101 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main

products / services

NIC Code of the

Product/

service

% to total turnover

of the company

1 N.A.


21

(i) Category‐ wise Share Holding

No.of Shares held at the beginning of the year

01.04.2014

No.of Shares held at the end of the year

31.03.2015

%

Change

during

the year

Category of

Shareholder

Demat Physical Total % of

Total

Shares

Demat Physical Total % of

Total

(A) Promoter

1 Indian (a) Individuals/ HUF 486700 16781

9

65451

9

5.19 47642

7

13446

9

61089

6

4.8

4

‐ 0.

35 (b) Central Government(s)

(c) State Government(s)

(d) Bodies Corporate 197717 23414 221131 1.75 196092 23414 219506 1.74 ‐ 0.01

(e) Bank/Financial

Institutions

(f) Others

Sub Total(A)(1) 684417 191233 875650 6.94 672519 157883 830402 6.58 ‐ 0.36

2 Foreign a NRIs-Individuals b Other-Individuals c Bodies Corporate d Bank/Financial

Institutions

e Any Others Sub Total(A)(2) 0 0 0 0 0 0 0 0 0.00

Total Shareholding of

Promoter and

Promoter Group (A)=

(A)(1)+(A)(2)

684417

191233

875650

6.94

672519

157883

830402

6.58

‐ 0.36

(B) Public shareholding

1 Institutions (a) Mutual Funds 0 5716 5716 0.05 0 5716 5716 0.05 0.00

(b) Bank/Financial

Institutions 3537684 3550 3541234 28.06 3537684 3550 3541234 28.06 0.00

(c) Central Government(s) (d) State Government(s) (e) Venture Capital Funds (f) Insurance Companies 432516 0 432516 3.43 432516 0 432516 3.43 0.00

IV SHARE HOLDING PATTERN ( Equity Share Capital Breadk up as Percentage of Total Equity


22

(g) Foreign Institutional

Investors (FII)

0

500

500

0

0

500

500

0

0.00 (h) Foreign Venture Capital

Investors

(i) Other (specify) Sub-Total (B)(1) 3970200 9766 3979966 31.54 3970200 9766 3979966 31.54 0

B 2 Non-institutions (a) Bodies Corporate i) Indian 2331197 40630 2371827 18.79 2351169 40330 2391499 18.95 0.16 ii) Overseas (b) Individuals

i. Individual shareholders

holding nominal share

capital up to Rs 1 lakh

2843734

520148

3363882

26.66

2633072

514698

3147770

24.94

‐ 1.72

ii. Individual shareholders

holding nominal share

capital in excess of Rs. 1

lakh.

1815104

13052

1828156

14.49

2015533

13052

2028585

16.08

1.59 (c) Other (specify) 1 NRI 49129 76400 125529 0.99 55553 76200 131753 1.04 0.05 2 Clearing Member 46674 0 46674 0.37 81709 0 81709 0.65 0.28 3 OCB 0 27600 27600 0.22 0 27600 27600 0.22 0 4 Trust 150 0 150 0 150 0 150 0 0 5 Foreign Fortfolio Investor

Sub-Total (B)(2) 7085988 677830 7763818 61.52 7137186 671880 7809066 61.88 0.36

(B) Total Public

Shareholding (B)=

(B)(1)+(B)(2)

11056188

687596

11743784

93.06

11107386

681646

11789032

93.42

0.36

TOTAL (A)+(B) 11740605 878829 12619434 100 11779905 839529 12619434 100 0

(C) Shares held by

Custodians for GDRs &

ADRs

GRAND TOTAL ( A )+( B 11740605 878829 12619434 100 11779905 839529 12619434 100 0 (ii) Shareholdings of Promoters Shareholding at the beginning of the year (01‐ 04‐ 2014 ) Shareholding at the end of the year

(31‐ 03‐ 2015 ) Sl No. Shareholder's Name No of Shares % of

total

shares of

Compan

y

% of shares

Pledged/encumbe

r ed to total

shares

No of Shares % of

total

shares of

Compan

y

% of shares

Pledged/encu

m bered to

total shares

1 JITENDRA KUMAR AGRAWAL [IN30133019310901 ]

a) At the Beginning of the year 52050 0.41 52050 0.41

b) Change during the year NO CHANGE

c) At the end of the year 52050 0.41

2 JITENDRA KUMAR AGRAWAL [IN30155720863569 ]




3 SANDHYA AGARWAL [IN30155720863593 ]




4 NEETU AGRAWAL [IN30133019585351 ]





23

5 SMITA AGARWAL [IN30155720863585 ]




6 KHUSHBOO AGARWAL [IN30155720863577 ]




7 MEETA AGARWAL [IN30155720863606 ]




8 NARENDRA KUMAR AGRAWAL [07A00008 ]




9 NEELAM GUPTA [IN30032710446177 ]

a) At the Beginning of the year 150 0 150 0


+ c) At the end of the year 150 0

10 PARMANAND AGARWAL [07A00227 ]








12 USHA AGARWAL [07A00081 ]


b) Change during the year

DATE REASON

31.12.2014 SALE ‐ 13350

‐ 0.11

8000 0.06


13 USHA AGARWAL [07A00085 ]




14 RAJIV AGRAWAL [IN30154919106326 ]




15 RAJIV KUMAR AGARWAL [07A00234 ]



c) At the end of the year 500 0

16 AMLA SHINGLA [IN30154919231026 ]




17 NIKHITA AGRAWAL [IN30154919092280 ]




18 SANGEETA AGRAWAL [IN30154919092273 ]



DATE REASON

14.11.2014 BUY 1000 0.01 6333 0.05


19 SANGEETA AGRAWAL [IN30154919105962 ]





24

20 DEVANAND AGRAWAL [07A00001 ]












23 SHAKUNTLA DEVI [07D00066 ]




24 24

ASIAN INDUSTRIAL DEVELOPMENT CO. LTD [03A00156 ]




25 25

HINDUSTHAN SAFETY GLASS WORKS LTD

[03L00704 HINDUSTHAN SAFETY GLASS WORKS LTD [03L00704 ]

HINDUSTHAN SAFETY

GLASS

WORKS LTD [03L00704 ]




26 TSG CREDIT CAPITAL PVT LTD. [IN30154919443317 ]



DATE REASON

15.08.2014 SALE ‐ 1000 ‐ 0.01 9965 0.08


27 SHISHIR HOLDINGS PVT.LTD.[IN30265410015977 ]




28 SHISHIR HOLDINGS PVT.LTD.[04S00762 ]




29 29

UTTAR PRADESH SAFETY GLASS WORKS PVT.LTD. [IN30133019603612 ]




30 3030

UTTAR PRADESH SAFETY GLASS WORKS PVT.LTD. [03L00702 ]




31 31

DECCANS SAFETY GLASS WORKS PVT.LTD [IN30231610060863 ]



DATE REASON

15.08.2014 SALE ‐ 2457 ‐ 0.02 157347 1.25

29.08.2014 SALE ‐ 168 0 157179 1.25

31.12.2014 BUY 2000 0.01 159179 1.26


32 D S G INDUSTRIES PVT.LTD. [03L00700 }




33 PARMANAND AGARWAL [IN30032710032165]



DATE REASON

15.08.2014 SALE ‐ 4000 ‐ 0.03 16025 0.13

22.08.2014 SALE ‐ 2000 ‐ 0.02 14025 0.11


25

29.08.2014 SALE ‐ 1692 ‐ 0.01 12333 0.1

05.09.2014 SALE ‐ 28 0 12305 0.1

12.09.2014 BUY 10000 0.08 22305 0.18

19.09.2014 BUY 8500 0.07 30805 0.25

23.09.2014 SALE ‐ 18500 ‐ 0.15 12305 0.1

24.10.2014 BUY 10000 0.08 22305 0.18

21.11.2014 SALE ‐ 20805 ‐ 0.17 1500 0.01

31.12.2014 BUY 2190 0.02 3690 0.03

23.01.2015 SALE ‐ 2028 ‐ 0.02 1662 0.01


34 USHA AGARWAL [1207470000005365 ] 0 0 0 0

a) At the Beginning of the year


DATE REASON

31.12.2014 BUY 13350 0.11 13350 0.11





DATE REASON

12.09.2014 SALE ‐ 10000 ‐ 0.08 10000 0.08

19.09.2014 SALE ‐ 8500 ‐ 0.07 1500 0.01

14.11.2014 SALE ‐ 1500 ‐ 0.01 0 0


36 ANJANA AGARWAL [IN30039415614690 ]



DATE REASON

04.07.2014 SALE ‐ 6260 ‐ 0.05 0 0


(iii) Change in Promoter's Shareholding (please specify if there is no change

Shareholding at the beginning of the year (01.04.2014) Cumulative Shareholding during the year (01.04.2014 to 31.03.2015 ) Sl.No. No.of Shares % of total shares of the Company No.of Shares % of total shares of the Company 1. 875650 6.94 830402 6.58


26

Shareholding at the beginning of the year

(01.04.2014) Cumulative Shareholding during the year

(01.04.2014 to 31.03.2015 ) Sl.No. For each of the Top 10 Shareholders No.of Shares % of total shares

of the Company No.of Shares % of total shares of the Company

1 STRESSED ASSETS STABILIZATION FUND [IN30045012719558] a) At the Beginning of the year 3536134 28.02 3536134 28.02 b) Change during the year NO CHANGE c) At the end of the year 3536134 28.02

2 CNI RESEARCH LIMITED [1202870000004023 ] a) At the Beginning of the year 579295 4.59 579295 4.59 b) Change during the year NO CHANGE c) At the end of the year 579295 4.59

3 G.I.L REAL ESTATE PVT.LTD.[IN30133018920776 ] a) At the Beginning of the year 552374 4.38 552374 4.38 b) Change during the year NO CHANGE c) At the end of the year 552374 4.38

4 LIFE INSURANCE CORPORATION OF INDIA [IN30081210000012 ] a) At the Beginning of the year 432516 3.43 432516 3.43 b) Change during the year NO CHANGE c) At the end of the year 432516 3.43

5 P.R.B. FINANCE COMPANY PVT.LTD. [IN30133018920823 ] a) At the Beginning of the year 264900 2.1 264900 2.1 b) Change during the year NO CHANGE c) At the end of the year 264900 2.1

6 G.I.L.LEASING AND HIRE PURCHASE PVT.LTD. [IN30133018920807 ] a) At the Beginning of the year 260566 2.06 260566 2.06 b) Change during the year NO CHANGE c) At the end of the year 260566 2.06

7 KAVITA K JAIN [IN30154917186783 ] a) At the Beginning of the year 225000 1.78 225000 1.78 b) Change during the year NO CHANGE c) At the end of the year 225000 1.78

8 NARINDER JIT SINGH [IN30036022023844 ] a) At the Beginning of the year 74202 0.59 74202 0.59 b) Change during the year DATE REASON

(iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADR

25.07.2014 BUY 4881 0.04 79083 0.63 08.08.2014 BUY 50000 0.39 129083 1.02 c) At the end of the year 129083 1.02

9 DIPAK KANAYALAL SHAH [IN30064410001824 ] a) At the Beginning of the year 68610 0.54 68610 0.54 b) Change during the year DATE REASON 20.06.2014 BUY 1390 0.01 70000 0.55 08.08.2014 BUY 57000 0.46 127000 1.01 17.10.2014 BUY 500 0 127500 1.01 12.12.2014 BUY 500 0 127500 1.01 c) At the end of the year 127500 1.01

10 SHREENATH FINSTOCK PVT.LTD. [IN30012610251670 ] a) At the Beginning of the year 120000 0.95 120000 0.95 b) Change during the year NO CHANGE c) At the end of the year 120000 0.95


27

IX) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 3011.65 1519.75 918.01

ii) Interest due but not paid 8034.47

iii) Interest accrued but not due

Total (i+ii+iii) 11046.12 1519.75 918.01

Change in Indebtedness during the financial year

* Addition 158.75 2200.95

* Reduction 1996.02 443.17

Net Change 1996.02 1757.78

Indebtedness at the end of the financial year

i) Principal Amount 1866.60 1678.50 2075.79

ii) Interest due but not paid 7182.85

iii) Interest accrued but not due

Total (i+ii+iii) 9049.50 1678.50 2075.79 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Rs. In Lakhs)

Sl. Particulars of Remuneration Name of MD/WTD/ Manager Total No. Amount

Jitendra K Agrawal Anil K Dhawan

MD WTD

1 Gross salary (a) Salary as per provisions 18.00 6.24 24.24 contained in section 17(1) of

the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961 1.01 2.17 3.18

(c) Profits in lieu of salary under

section 17(3) Income-tax Act, 1961 Nil Nil Nil

2 Stock Option Nil Nil Nil

3 Sweat Equity Nil Nil Nil

4 Commission - as % of profit

- others, specify… Nil Nil Nil

5 Others, please specify Nil Nil Nil

Total (A) 19.01 8.41 27.42

Approved by Central Government


28

B. Remuneration to other directors: (Amount in Rs.)

Sl. Particulars of Name of Directors Total No. Remuneration Amount

Peeyush K Kamlesh N Ashoka Jyoti

. Kesharwani Agarwala K. Rastogi Agrawal

1 Independent Directors 60,000 50,000 50,000 Nil 1,60,000 Fee for attending board /

committee meetings

Commission Nil Nil Nil Nil Nil

Others, please specify Nil Nil Nil Nil Nil

Total (1) 60,000 50,000 50,000 Nil 1,60,000 2 Other Non-Executive Directors

Fee for attending board /

committee meetings — — — — —

Commission — — — — —

Others, please specify — — — —

Total (2) — — — — —

Total (B)=(1+2) — — — — —

Total Managerial

Remuneration 1,60,000

Overall Ceiling as — per the Act

. C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (Rs. In Lakhs) Sl.No. Particulars of Remuneration Key Managerial Personnel Total Amount CFO Company

Secretary

1 Gross salary (a) Salary as per provisions 6.24 1.44 7.68 contained in section 17(1) of

the Income-tax Act, 1961

(b) Value of perquisites u/s 2.17 Nil 2.17 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under Nil Nil Nil section 17(3) Income-tax Act, 1961

2 Stock Option Nil Nil Nil

3 Sweat Equity Nil Nil Nil 4 Commission

- as % of profit

- others, specify… Nil Nil Nil

5 Others, please specify Nil Nil Nil

Total (C) 8.41 1.44 9.85 X. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: A. Company: Nil B. Directors: Nil


29

C. Other Officers in Default: Nil Annexure -2

To, The Members Triveni Glass Limited 1, Kanpur Road, Allahabad

Sub: Declaration of Independence under Companies Act, 2013 & clause 49 of Listing Agreement I, Peeyush Kumar Kesharwani, hereby certify that I am a Non-executive Director of Triveni Glass Limited and comply with all the criteria of independent director envisaged under Section 149 (6) and Clause 49 of the Listing Agreement. I hereby certify that:

I. I am not and never have been in the past the promoter of the Company, its holding, subsidiary or associates

Company.

II. I am not related to promoters or Directors of the Company, its holding, Subsidiary or associate Company;

III. Apart from receiving director’s remuneration in the form of sitting fee, I do not have any material

pecuniary relationships or transactions with the company, its holding, subsidiary or Associate Company or

promoters and directors thereof in immediate past 2 financial Year and in the current financial year;

IV. None of my relatives has or had pecuniary relationship or transaction with the company, its holding,

subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its

gross turnover or total income or fifty Lakh rupees, during the two immediately preceding financial years

or during the current financial year;

V. Neither I nor any of my relatives: i. Holds or has held the position of key managerial personnel or is or has been employee of the company or

its holding, subsidiary or associate company in any of the immediately preceding three financial years, ii. is or has been an employee or proprietor or a partner, in any of the immediately preceding three financial

years of, a) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding,

subsidiary or associate company; or b) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or

associate company amounting to ten per cent or more of the gross turnover of such firm;

iii. is a Chief Executive Officer or Director of any Non Profit organisation which receive 25% or more of its receipt from the Company, its holding, Subsidiary, or associates Company or its promoter or Director thereof or which holds two per cent. or more of the total voting power of the company.

iv. hold together with the relatives 2% or more of the total voting power.

v. I am not a material supplier, service provider or customer or a lessor or lessee of the company; vi. I am not less than 21 year.

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

Peeyush Kumar Kesharwani Date: 30.10.2015 (Director) Place: Allahabad


30

ANNEXURE- 3

To, The Members Triveni Glass Limited 1, Kanpur Road, Allahabad

Sub: Declaration of Independence under Companies Act, 2013 & clause 49 of Listing Agreement I, Jyoti Agarwal, hereby certify that I am a Non-executive Director of Triveni Glass Limited and comply with all the criteria of independent director envisaged under Section 149 (6) and Clause 49 of the Listing Agreement. I hereby certify that:

I. I am not and never have been in the past the promoter of the Company, its holding, subsidiary or associates

Company.

II. I am not related to promoters or Directors of the Company, its holding, Subsidiary or associate Company;

III. Apart from receiving director’s remuneration in the form of sitting fee, I do not have any material

pecuniary relationships or transactions with the company, its holding, subsidiary or Associate Company or

promoters and directors thereof in immediate past 2 financial Year and in the current financial year;

IV. None of my relatives has or had pecuniary relationship or transaction with the company, its holding,

subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its

gross turnover or total income or fifty Lakh rupees, during the two immediately preceding financial years

or during the current financial year;

V. Neither I nor any of my relatives: i. Holds or has held the position of key managerial personnel or is or has been employee of the company or

its holding, subsidiary or associate company in any of the immediately preceding three financial years, ii. is or has been an employee or proprietor or a partner, in any of the immediately preceding three financial

years of, b) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding,

subsidiary or associate company; or b) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or

associate company amounting to ten per cent or more of the gross turnover of such firm;

iii. is a Chief Executive Officer or Director of any Non Profit organisation which receive 25% or more of its receipt from the Company, its holding, Subsidiary, or associates Company or its promoter or Director thereof or which holds two per cent. or more of the total voting power of the company.

vii. hold together with the relatives 2% or more of the total voting power.

viii. I am not a material supplier, service provider or customer or a lessor or lessee of the company; ix. I am not less than 21 year.

I undertake that I shall take prior approval of the Board of Directors if and when I have any such relationship or transaction whether material or not and if fail to do so I shall cease to become an independent Director. Sd/- Jyoti Agarwal (Director)

Date: 30.10.2015 Place: Allahabad


31

ANNEXURE- 4

Secretarial Audit Report Form No. MR- 3

For the financial year ended 31st March 2015 Pursuant to Section 204(1) of the Companies Act, 2013 and rule 9 of Companies (Appointment and

Remuneration Personnel) Rules ,2014) To The Members, Triveni Glass Limited 1, Kanpur Road Allahabad- 211001 I have conducted the secretarial audit of the compliance statutory provisions and the adherence to good corporate practices by M/s Triveni Glass Limited, (hereinafter called the Company ), Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon Based on my verification of the Triveni Glass Limited’s books, papers, minute books, forms and returns filled and also the information provided by the company , its officers, agents and authorized representative during the conduct of Secretarial Audit and the representations made by the company , I hereby report that in my opinion , the company has, during the audit period covering the financial year ended on 31.03.2015 has complied with the statutory provisions listed hereunder and also that the company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. I have examined the books, papers, minute book, forms and returns filled and other records maintained by Triveni Glass Limited (“ the company”) for the financial year ended on 31.03.2015 according to the provisions of :

1. The Companies Act, 2013 (the Act) and the rules made thereunder; 2. The Securities Contracts (Regulations’) Act, 1956 (SCRA) and bye-laws framed therunder 3. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to

the extent of Foreign Direct Investment , Overseas Direct Investment and External Commercial borrowings

4. T he following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992

I. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations , 2011;

II. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations ,1992

5. Factories Act,1948 6. Income Tax Act, 1961 7. The Minimum Wages Act ,1948 8. The Environment (Protection ) Act ,1986


32

9. The Water (Prevention & Control of Pollution) Act,1974 10. The Air (Prevention & Control of Pollution) Act ,1981 11. The Central Sales tax ACT,1956 12. The Central Excise Act,1944 13. The Customs Act,1962 14. Employees Provident Act ,1952 15. Employees State Insurance Act ,1948 16. Professional Tax Act,1975 17. Information Technology Act ,2000 18. Legal Metrology Act, 2009 19. The Payment of Gratuity Act, 1972

I have also examined compliance with the applicable clause of the following : Secretarial Standards I and Secretarial Standards II of The Institute of Company

Secretaries of India. The Listing Agreements entered into by the company with BSE limited

I further Report that The Board of Directors of the Company is duly constituted with proper balance of Executive and Independent Directors. The Changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meeting , agenda and detailed notes on agenda were sent at least seven days in advance , and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes I further report that there are adequate systems’ and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit period the company has not made Right issue of Shares. No buy back of Securities , no merger amalgamation /reconstruction etc have taken place , No foreign Technical collaborations have taken place or the Company has not entered in any events , having a major bearing on the company’s affairs in pursuance of the above referred laws , rules , regulations ,guidelines , standards, etc referred to above. During the period under review, the company has compiled with the provisions of the Act, Rules , Regulations , Guidelines, standards etc mentioned above


33

In respect of the laws mentioned specifically to the company, I have relied in information /records produced by the Company during the course of my audit and the reporting is limited to that extend. Place : ALLAHABAD SAMARENDRA ROY Date: 30.10.2015 PRACTICING COMPANY SECRETARY FCS-1406 CP-4230

This Report is to be read with my letter which is annexed as Annexure A and forms an integral part of this report. ‘Annexure A ‘ Our Report of even date is to be read along with this letter

1. Maintenance of Secretarial Record is the Responsibility of the Management of the Company. Our Responsibility is to express an opinion on these secretarial records on our audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The Verification was done on test basis to ensure that correct facts are reflected in Secretarial Records. I believe that the process and practices, I followed a reasonable basis for our opinion

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company

4. Wherever required , I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events

5. The compliance of the provisions of Corporate and other applicable laws, rules , regulations, standards is the responsibility of management . Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit Report is neither an assurance to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company

Place :ALLAHABAD SAMARENDRA ROY Date: 30.10.2015 PRACTICING COMPANY SECRETARY FCS-1406 CP-4230


34

Annexure - 5

Form No. AOC-2

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

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related

parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms

length transactions under third proviso thereto

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

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

(a) Name(s) of the related party: Hotel Allahabad Regency

(b) Nature of Relationship: Service Provider

(c) Nature of contracts/arrangements/transactions: Arm Length Basis

(d) Duration of the contracts / arrangements/transactions: Quarterly Basis

(e) Salient terms of the contracts or arrangements or transactions including the value, if any: NIL

(f) Date(s) of approval by the Board, if any: Nil

(g) Amount paid as advances, if any: Nil

For Triveni Glass Limited

Sd/-

Date: 30.10.2015 J.K. Agrawal

Place: Allahabad (Managing Director)

DIN: 00452816


35

ANNEXURE- 6

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 134 (3) (m) of the Companies Act, 2013, read with

Rule 8 of Companies (Accounts) Rule, 2014 and forming part of the Director's report for the year ended

31st March, 2015 are given below :

A. CONSERVATION OF ENERGY I. conservation measures taken 1. Installed the frequency drives at secondary air blower and water pump optimizing the uses hence

power saving. 2. Installed CFL lights for plant and street lighting for reduction of power consumption 3. Installed light sensing switches for street lighting at colony, plant and for chimney to avoid power

wastage 4. Timing controllers installed and running in auto mode for cullet conveyors to avoid power wastage 5. Installation of fuel line part of furnace and regenerators has been done thus achieving 5 MTmore

glass pull & productivity by nominal increase of gas consumption.

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

S.No. Particulars F.Y. ended on 31.03.2015

F.Y. ended on 31.03.2014

A. Power and Fuel consumption 1. Electricity

a) Purchased units 13491380 1791246 Total Amount 10516138 14143842 Rate Per Unit (Rs.) 7.8 7.90

b) Own Generation 1 DG Set Unit 7032 140

Unit per Liter of Diesel 3.60 3.60 Cost per Unit (Rs.) 15.19 16.65 2 Gas Generator Unit 176376 214385 Unit Per Cu. M of Gas 1.0 1.00 Cost Per Unit (Rs.) 11.62 10.65 2 Natural gas Used Quantity (Cu. M) 4809150 5829943 Total Cost 55900543 61630989 Average Rate 11.62 10.57 B. Consumption per unit of Production Electricity in units 0.12 0.32 3.

Natural Gas /Furnace Oil (Cu. M.) Furnace oil used Qty (Kl) Total Cost Average rate

0.91

895890

36464062

40701/-

0.93 - - -


36

B. TECHNOLOGY ABSORPTION

Research and development

I. Efforts made in technology absorption as per Form- B the annexure to the rules 1. Research and Development 1. Up gradation of technology and effective implementation od ISO 9001:2008 Quality management systems thereby achieving continual improvements of process and products with timely delivery towards meeting customers’ requirements. 2. Addition of New ‘Jigsaw’ design to our exclusive product range to provide the customer base with wide range of product menu. 3. Erected and commissioned cullet conveyors in order to avoid the manual handling of cullet thus reducing combination. 4. R M/c top & button roller circumferential speed monitoring system installed to achieve better surface luster. 5. Installed online batch moisture monitoring & recording system to keep track of the batch moisture to improve the consistency in batch making. 6. Installed an additional magnetic separator in the cullet conveyor to make sure that no iron contamination will be fed into furnace. 7. Installed glass softening logger in order to study the viscosity of glass to predetermine the glass working temperature. 8. Optical digital pyrometer installed for monitoring temperature of glass ribbon as it eaves the mail rollers, 9. Extension of existing RCC flooring cullet yard for bifurcating and sorting various color cullet to meet the production programmes. 10. G1 plant dog house and working end modification done for better production and melting quality.

II. FUTURE PLAN OF ACTION FOR ENERGY CONSERVATION 1. New water circulation system (include pumps) for plant equipment cooling is to be introduced, will vanish the need f water staging hence reduction in power consumption. 2. Installation of pet coke plant for cheep energy sources to run furnace. 3. Installation of centre splitting system.


37

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

S.No. F.Y. 2015 F.Y. 2014

a) Capital Expenditure - -

b) Recurring Expenses 0.26 0.72

Total 0.26 0.72

R&D Expenditure as a percentage of total

Expenditure

-

0.01%

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange, earnings and Outgo are given as below:- (Fig in Rs. Lacs)

Year 2015 Year 2014

(Amt.) (Amt.)

Foreign Exchange earning 173.20 232.12

Foreign Exchange outgoing 17.20 138.98

Regd. Off: 1, Kanpur Road By order of The Board of Directors of Triveni Glass LImited

Allahabad – 211001 (U.P.) Sd/- Sd/- J.K. Agrawal A.K. Dhawan Place: Allahabad Managing Director Director (Finance) Date: 30.10.2015 DIN:00452816 DIN: 00694401


38

ANNEXURE- 7

RISK MANAGEMENT POLICY

Risk Strategy

Triveni Glass Limited recognises that, the risk is an integral and unavoidable component of business and

is committed to managing the risk in a proactive and effective manner The Company believes that the

Risk cannot be eliminated. However, it can be:

Transferred to another party, who is willing to take risk, say by buying an insurance policy or

entering into a forward contract; Reduced, by having good internal controls; Avoided, by not entering into risky businesses Retained, to either avoid the cost of trying to reduce risk or in anticipation of higher profits by

taking on more risk, Shared, by following a middle path between retaining and transferring risk.

Risk Management Framework: We adopt systematic approach to mitigate risks associated with

accomplishment of objectives, operations, revenues and regulations. We believe that this would ensure

mitigating steps proactively and help achieve stated objectives. The entity’s objectives can be viewed in

the context of four categories: (i) Strategic, (2) Operations, (3) Reporting and (4) Compliance.

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

Management; (3) Risk Monitoring. Risk Assessment

To meet the stated objectives, it is imperative to make effective strategies for exploiting opportunities and

as a part of this the Company has identified key risks and developed plans for managing the same.

Organizational Objectives

Strategic :

1. Organizational growth.

2. Comprehensive range of products.

3. Sustenance and growth of strong relationships with customers.

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

5. Continuing to enhance industry expertise.

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

Operations

7. Consistent revenue growth.


39

8. Consistent profitability.

9. High quality productivity.

10. Developing culture of innovation.

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

Reporting :

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

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

Risk Management and Risk Monitoring

In principle, risk always result as consequence of activities or as consequence of nonactivities. Risk

Management and Risk Monitoring are important in recognizing and controlling risks

Risks specific to the Company and the mitigation measures adopted

1) Business dynamics : Variance in the demand and supply of the product in various areas. Based on

experience gained from the past, the Company is able to predict the demand during a particular period and

accordingly supply is planned and adjusted.

2) Business Operations Risks : These risks relate broadly to the company’s organization and

management, such as planning, monitoring and reporting systems in the day-to-day management process

namely: Organisation and management risks, Production, process and productivity risks, Business

interruption risks, Profitability risks

Risk mitigation measures: The Company functions under a well defined organization structure. Flow of

information is well defined to avoid any conflict or communication gap between two or more

Departments. Second level positions are created in each Department to continue the work without any

interruption in case of non-availability of functional heads. Sufficient stock of raw materials is kept to

ensure continuous production. Effective steps are being taken to reduce cost of production. Back-up

Captive power generating capacity for uninterrupted production. Strong HR Department to maintain

excellent and cordial relations at all levels of employment.

3) Liquidity Risks : Financial Solvency and liquidity risks Borrowing limits Cash management risks

Risk mitigation measures : Proper financial planning is put in place. Annual and Quarterly Budgets and

Variance Analyses are prepared to have better financial planning. Daily, monthly cash flows are prepared.

Cash management services are availed from Bank to avoid any loss of interest on collections. Exposure to

Foreign Exchange transactions are supported by LCs and Bank Guarantee and suitable hedging policy.

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


40

Risk mitigation measures : Systems put in place for assessment of creditworthiness of Customers.

Provision for bad and doubtful debts made to arrive at correct financial position of the Company.

Appropriate recovery management and follow up.

5) Logistic Risks : Use of outside transport sources.

Risk mitigation measures : Sourcing committed and dedicated service providers. Exploring possibility

of an in-house logistic mechanism if the situation demands. Possibilities to optimize the operations, by

having a combination of transportation through road / rail and sea / air are explored. Comprehensive

transit risk insurance coverage for all incoming and outgoing goods across the organization.

6) Market Risks / Industry Risks : Demand and Supply Risks Quantities, Qualities, Suppliers, lead time,

interest rate risks Raw material rates Interruption in the supply of Raw material

Risk mitigation measures : Raw materials are procured from different sources at competitive prices.

Alternative sources are developed for uninterrupted supply of raw materials Demand and supply are

external factors on which company has no control, but however the Company plans its production and

sales from the experience gained in the past. The Company tries to reduce the gap between demand and

supply. Proper inventory control systems have been put in place.

7) Human Resource Risks : Employee Turnover Risks, involving replacement risks, training risks, skill

risks, etc. Unrest Risks due to Strikes and Lockouts.

Risk mitigation measures : Company has proper recruitment policy for recruitment of personnel at

various level in the organization. Proper appraisal system to give yearly increment is in place. Employees

are trained at regular intervals to upgrade their skills. Labour problems are obviated by negotiations and

conciliation. Activities relating to the Welfare of employees are undertaken.

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

Risk mitigation measures : The property of the company is insured against natural risks, like fire, flood,

earthquakes, etc. Fire Hydrants have been installed at all manufacturing locations. Other apparatus like

extinguishers filled with chemical, Foam etc. have been placed at fire sensitive locations and regular fire

safety drills are carried out. First aid training is given to watch and ward staff and safety personnel.

Workmen of the company are covered under ESI, EPF, etc., to serve the welfare of the workmen.

Engaging professional Risks Assessing Advisors who conduct periodical audit / review and suggest risks

improvement measures from time to time.

9) System Risks : System capability System reliability Data integrity risks Coordinating and interfacing

risks

Risk mitigation measures : EDP department maintains repairs and upgrades the systems on a continuous

basis with personnel who are trained in software and hardware. Password protection is provided at


41

different levels to ensure data integrity. Licensed software is being used in the systems. The Company

ensures “Data Security”, by having access control / restrictions.

10) Legal Risks : These risks relate to the following : Contract Risks Contractual Liability Frauds

Judicial Risks Insurance Risks Patent, Design and Copyright Infringement Risks Legal risk is the risk in

which the Company is exposed to legal action. As the Company is governed by various laws and the

Company has to do its business within four walls of law, where the Company is exposed to legal risk

exposure. The Company engages professionals, advisors who focus on evaluating the risks involved in a

contract, ascertaining our responsibilities under the applicable law of the contract, restricting our

liabilities under the contract, and covering the risks involved, to meet the general and specific

requirements so that they can ensure adherence to all contractual obligations and commitments.

Management places and encourages its employees to place full reliance on professional guidance and

opinion and discuss impact of all laws and regulations to ensure company’s total compliance. The

suggestions and recommendations from professional agencies and industrial bodies, chambers of

commerce etc., are carefully analysed and acted upon wherever relevant. The Company has established a

compliance management system in the organization and Secretary of the Company ensures the

submission of the quarterly compliance reports by functional heads for placing the same before the Board

supported by periodical Secretarial Audit Reports by Practicing Company Secretaries.

11) Disclaimer Clause : The Management cautions readers that the risks outlined above are not

exhaustive and are for information purposes only. Management is not an expert in assessment of risk

factors, risk mitigation measures and in having a complete / proper management’s perception of risks.

Readers are therefore requested to exercise their own judgement in assessing various risks associated with

the




42

Annexure - 8

REPORT ON CSR ACTIVITIES

1. A brief outline of the company's CSR policy, including overview of projects or programs proposed to be

undertaken and a reference to the web-link to the CSR policy and projects or programmes: N.A.

2. The Composition of the CSR Committee:

S.No. Name Category Designation

1. Mr. Jitendra Kumar Agrawal Managing Director Member & Chairman

2. Mr. Anil Kumar Dhawan Director (Finance) Member

3. Mr. Peeyush Kumar Kesharwani Independent Director Member

3. Average net Profit of the company for last three financial years: The company has suffered losses during

the three immediately preceding financial years

4. Prescribed CSR Expenditure (two per cent. Of the amount as in item 3 above): NIL

5. Details of CSR spent during the financial year:

a) Total amount to be spent for the financial year: NIL

b) Amount unspent , if any: NIL

c) Manner in which the amount spent during the financial year: N.A.

6. In case the company has failed to spend the two per cent of the average net profit of the last three

financial years or any part thereof, the company shall provide the reasons for not spending the amount in

its Board report:

The company has suffered losses during the three immediately preceding financial years and therefore

the provision to invest 2% of the amount in Corporate Social Responsibility Activities according to the

provisions of Schedule VII of Companies Act 2013 would be applicable on the company.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is

in compliance with CSR objectives and Policy of the company: N.A.


Date: 30.10.2015 Sd/- Place: Allahabad

J.K. Agrawal (Managing Director) (Chairman CSR Committee) DIN: 00452816

.


43

CORPORATE GOVERNANCE

(Pursuant to Clause 49 of Listing Agreement Entered in to with the Stock Exchange) COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company seeks to focus on enhancement of long-term value creation for all stakeholders without compromising on integrity, social obligations and regulatory compliances. As a responsible corporate citizen, Your Company encourages and recognizes employee participation in environment and social initiatives that contribute to organizational sustainability, training, learning, personal growth, conservation of energy and other scarce resources, promoting safety and health of its employees and of the neighboring communities. Company believes that profitability must go hand in hand with a sense of responsibility towards all stakeholders The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors. BOARD OF DIRECTORS The Board of Directors of the Company is comprised of Executive, non executive, and Independent Director. The Executive Directors are responsible for the overall operations and working of the Company and Non executive Independent Director provides and evaluates the strategic directions of the Company; formulates and reviews management policies, serves and protects the overall interests of shareholders to ensure long-term value creation for stakeholders.

Composition The Board of Directors is comprised of 5 Directors on 31st March 2015.

Category No. of Directors Percentage of total No. of Directors

Executive Directors 2 50

Non Executive Independent Directors 2 50

Total 4 100

Name of the Director Designation Category

Mr. J.K. Agrawal Managing Director Executive Director

Mr. A.K. Dhawan Director Finance Executive Director

Mr. Peeyush Kr. Kesharwani

Mrs. Jyoti Agarwal

Director

Women Director

Non Executive Independent Director

Non Executive Additional Director

None of the Non Executive Directors have any material pecuniary relationship with the Company.

None of the Directors have inter se relationship.


44

BOARD MEETING

During the financial year ended March 31, 2015, four meetings of the Board of Directors were

held as just in the line with the minimum requirement of 4 times. None of the two Board Meetings have a

gap of more than 120 days between them in terms of Clause 49 of listing agreement. The dates of

meetings 30.05.2014, 31.07.2014, 30.08.2014, 31.10.2014, 30.01.2015 and 24.03.2015.

Attendance record of the Directors for the Board Meetings held during their tenure is given below:

Sr.

No

.

Name of Director No. of Meeting

attending during

2014-15

No. of Directorship in

other Public

Companies

No. of

Committee

positions held

in other public

companies

Board Last

AGM Listed Others

Chair

man Member Held* Atten

ded

1. Mr. J.K. Agrawal 6 6 Yes 0 0 0 0

2. Mr. A.K. Dhawan 6 6 Yes 0 0 0 0

3. Mr. P.K. Kesharwani 6 6 Yes 0 0 0 0

4. Mrs Jyoti Agarwal 6 0 No 0 0 0 0

* Denotes number of meetings held during the tenure of directorship of each director.

Note:

None of the Directors of your Company is a member of more than 10 Committees or is the Chairman of more than five Committees across all the Public Companies in which they are Directors.

The directorship/ committee membership is based on the disclosures received from the directors. RESUME OF THE DIRECTOR PROPOSED TO BE APPOINTED The brief resume of Director seeking appointment is appended with the notice for calling Annual General Meeting. COMMITTEES OF THE BOARD

The Board has constituted the following standing Committees to carry out the purpose and various

function assigned to them by the Board of Directors or under the law for time being in force:

I. Audit Committee

II. Remuneration And Nomination Committee

III. Shareholders’/Investors’ Grievance Committee

IV. Corporate Social Responsibility Committee


45

I. AUDIT COMMITTEE

The purpose of the audit committee is to ensure the objectivity, credibility and correctness of the

Company’s financial reporting and disclosure processes, internal controls, risk management

policies and processes, tax policies, compliance and legal requirements and associated matters.

i) Terms of reference

1. Oversight of the Company's financial reporting process and disclosure of its financial information

to ensure that the financial statements are correct, sufficient and credible.

2. Recommending the appointment and removal of statutory and internal Auditors (whenever

required), fixation of audit fee and also approval for payment for any other services.

3. Approval of payment to statutory auditors for any other services rendered by the statutory

auditors.

4. Reviewing with Management the quarterly / half yearly and the annual financial statements

before submission to the Board, focusing primarily on:

– Matters required to be included in the Director's Responsibility Statement to be included in

` the Board's report in terms of section 134 of the Companies Act, 2013.

– Any Change in accounting policies and practices.

– Major accounting entries based on exercise of judgment by management.

– The going concern assumption.

– Compliance with accounting standards.

– Compliance of legal requirement concerning financial statements.

– Any related party transactions.

5. Reviewing with the management, statutory and internal Auditors, the adequacy and compliance

of internal control system. 6. Reviewing with the management, the quarterly financial statements before submission to the

board for approval. 7. Reviewing the adequacy of internal audit function, reporting structure coverage and frequency of

internal audit. 8. Discussion on internal Auditors significant findings and follow up there on. 9. Reviewing the findings of any internal investigations by the Internal Auditors into matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material nature

and reporting the matter to the Board.

10. Discussion with Statutory Auditors about the scope of audit as well as have post audit discussion

to ascertain any area of concern.

11. Reviewing the Company's financial and risk management policies.

12. To look into the reasons for substantial defaults in the payment to the depositors, debenture

holders, shareholders (in case of non-payment of declared dividends) and creditors.

Further the Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee),

submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;


46

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be

subject to review by the Audit Committee

ii) Composition:

The Audit Committee is currently comprised of three members, including Mrs Jyoti Agrawal and Mr.

Peeyush Kumar Kesharwani, who is heading the committee and Mr. Anil Kumar Dhawan induced from

last year as well.

iii) Meeting and attendance:

During the year under review meetings of the Audit committee were held on 30.05.2014,

31.07.2014, 30.08.2014, 31.10.2014 and 30.01.2015. Attendance record of Directors present thereat is

as under:

Name of the Member No. of Meetings Held* No. of Meetings attended

Mr. Peeyush Kumar Kesharwani 5 5

Mr. Anil Kumar Dhawan 5 5

Mrs Jyoti Agarwal 5

0

II. REMUNERATION AND NOMINATION COMMITTEE

Role of Remuneration and Nomination Committee

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees in the senior management;

2. To identify the persons who are qualified to become the director and who may be appointed in the senior management.

3. To lay down the criteria and policy for selection relating to the appointment of Directors, Officers in the senior Management and their remuneration.

4. Formulation of criteria for evaluation of Independent Directors and the Board; 5. Devising a policy on Board diversity.

CONSTITUTION Remuneration and Nomination committee is comprised of the following Directors

Name Category Designation

Mr. Peeyush Kumar Kesharwani Independent Director Member

Mrs Jyoti Agarwal Additional Director Member & Chairman

ATTENDANCE RECORD & DETAILS OF THE COMMITTEE MEETING During the year under review meetings of the Remuneration & Nomination committee were held on

31.05.2015, 30.08.2015 and 24.03.2015 Attendance record of Directors present thereat is as under:


47



Mrs. Jyoti Agarwal 3 0

REMUNERATION POLICY

Remuneration policies of the Triveni Glass Limited have been designed in such fashion so that it attract and retain the talent. DEATAILS OF REMUNERATION OF DIRECTOR

Name Position Sitting Fees Salary & Perks Total

Mr. J.K. Agrawal Managing Director - Rs. 19.01 lacs Rs. 19.01 lacs

Mr. A.K. Dhawan Director (Finance) - Rs. 8.41 lacs Rs. 8.41 lacs

Dr. Kamlesh N. Agarwala Director Rs. 50,000 - Rs. 50,000

Mr..A.K. Rastogi Director Rs. 50,000 - Rs. 50,000

Mr. Peeyush Kumar Kesharwani Director Rs. 60,000 - Rs. 60,000

Mrs. Jyoti Agarwal Director - - -

III. STAKEHOLDERS RELATIONSHIP / SHAREHOLDERS GRIEVANCES COMMITTEE

The purpose of constituting investor grievance committee is to expedite the process of redressal of investors’ grievances and it is responsible for specifically look in to the matters related to the shareholders grievances and their complaints related to non receipt of share certificates, letter of allotment, nonpayment of dividend etc.

Terms of reference

1. To consider and review the queries/complaints received from Share/ Debenture Holders. 2. To take steps to redress queries/ complaints and ensure speedy satisfaction to shareholders/

investors. 3. To work under the control & supervision of the Board of Directors

Composition

The Stakeholder Relationship Committee comprises of three members, including Mr. A.K Dhawan, Mr.

J.K. Agrawal and Mr. Peeyush Kumar Kesharwani who is heading the committee

Meeting and attendance

During the year under review meetings of the Stakeholder Relationship Committee were held on

14.04.2014, 22.09.2014, 04.11.2014, 05.11.2014, 28.11.2014 and 30.01.2015. Attendance record of

Directors present thereat is as under:


48



Mr. Jitendra Kumar Agrawal 6 6


. Role and Powers of Stakeholder Relationship Committee/Shareholders’ Grievance Committee

The Investors’ Grievance Committee shall have the following role, functions and responsibilities:

(i) To look into and supervise the redressal of shareholders’/Investors’ Complaints.

(ii) To oversee the performance of the Registrars and Share Transfer Agents and recommend

measures for overall improvement of the quality of investor services.

(iii) To consider and approve the transfer of shares, transmission of shares, dematerialization of

shares, transposition of shares, issuance of duplicate share, deletion of names, splitting and

consolidation of shares, etc

IV. CORPORATE SOCIAL RESPONSBILITY COMMITTEE In terms of Companies Act, 2013 Every Company having turnover of Rs. 1000 Crore or Networth of Rs.

500 or Net Profit of Rs. 5 Crore or more shall constitute a committee to be named as Corporate Social

Responsibility Committee. Accordingly the Board of Directors in its meeting held on 30.01.2015 was

constituted a Committee designated as Corporate Social Responsibility Committee (CSR Committee).

COMPOSITION The composition of CSR committee is as follows:

S.No. Name Category Designation

1. Mr. Jitendra Kumar Agrawal Managing Director Member & Chairman

2. Mr. Anil Kumar Dhawan Director (Finance) Member

3. Mr. Peeyush Kumar Kesharwani Independent Director Member

ROLE OF CSR COMMITTEE The role of the CSR and Sustainability Committee is, inter alia, to formulates, review, monitor and direct

the CSR policies and practices of Company and recommend to the Board of Directors its CSR policies to

be followed. The Committee seeks to guide the Company in integrating its social and environmental

objectives with its business strategies and assists in crafting unique models to support creation of

sustainable livelihoods.

MEETING & ATTENDANCE RECORD During the year under review meetings of the Corporate Social Responsibility Committee were held on

30.01.2015. Attendance record of Directors present thereat is as under:



Mr. Jitendra Kumar Agrawal 1 1



49

GENERAL BODY MEETINGS Date and venue of last three Annual General Meeting

Nature of Meeting

Date Venue Special Resolution passed

Annual General Meeting

30th September 2014

Hotel Allahabad Regency, 16 Tashkent Marg, Allahabad-211001

1.Ratification of Direcctor’s Remuneration

2. Reappointment of Managing Director

3. Ratification of remuneration of Cost Auditor

4.Appointment of Dr Kamlesh Narain Agarwala

5. Appointment of Mr. Peeyush Kumar Kesharwani

6. Appointment of Mr Ashoka Kumar Rastogi

7. Alteration of Article of Association of Company


26th July 2013 Hotel Allahabad Regency, 16 Tashkent Marg, Allahabad-211001

Appointment of Auditor under section 224 A of the Companies Act 1956


15th December 2012

Hotel Allahabad Regency, 16 Tashkent Marg, Allahabad-211001

Appointment of Auditor under section 224 A of the Companies Act 1956

POSTAL BALLOT

During the year ended March 31, 2015, Your Company did not sought approval from its shareholders for passing Ordinary/Special resolution through the process of Postal ballot in accordance with provisions of section 110 of the companies Act 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014.

MEANS OF COMMUNICATION

The Company communicates with the shareholders through its Annual report and publication of financial results. The Board of Directors of the Company approves and takes on record the Un-audited financial results within 45 days of the close of the quarter and the results are announced to the Stock Exchange Limited. Further the highlights of the quarterly results published in the newspapers named Financial Express and Amrit Prabhat.


50

GENERAL SHAREHOLDER INFORMATION

a) Annual General Meeting

- Date and Time : 19th December 2015 at 11.00 A.M.

- Venue : Hotel Allahabad Regency,

16 Tashkent Marg, Allahabad-211001

b) Financial Year of the Company

The financial Year of the Company from April 1st to March 31st

Tentative Schedule for financial Year 2015-16

- 1st Quarter ending June 30, 2015 : Will Declare on End of July 2015

- 2nd Quarter ending September 30, 2015 : End of October 2015

- 3rd Quarter ending December 31, 2015 : End of January 2016

- Annual Result for the year ended March 31, 2015 : End of May 2016

c) Date of Book Closure/Record Date : 14.12.2015 to 19.12.2015(Both Days inclusive) for the purpose of Annual General Meeting

d) Registered Office : 1, Kanpur Road, Allahabad-211001

e) Dividend Payment Date : N.A.

f) Listing of Equity Shares on Stock Exchanges : BSE Limited g) Stock Code BSE Limited : 502281

h) Registrar & Share Transfer Agents : CB Management Services Pvt. Ltd.

P-22, Bondel Road, Kolkata

Tel: (033) 4011 6700/2280 6692

E-mail: [email protected]

i) Market Price Data

Month High (Rs.) Low (Rs.)

April’ 2014 12.28 8.00

May’2014 10.49 7.05

June, 2014 12.95 9.55

July,2014 15.52 10.10

August’2014 19.60 14.65

September’2014 16.00 12.00

October, 2014 12.62 9.95

November, 2014 16.37 12.28

December, 2014 14.50 10.51

January ‘2015 15.00 12.18

February’2015 18.35 12.75

March’ 2015 19.15 15.10


51

j) Liquidity Liquidity is offered to the Members of the Company as the Equity shares of the Company are listed and actively traded on BSE Limited.

k) Dematerialization of Shares The Company’s scrip forms part of the Compulsory Demat segment for all investors effective 8th March,2001. In order to facilitate the investors to have an easy access to the demat system, the Company has joined with both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd.(CDSL). As on 31st March, 2015 93.35% of the Company’s paid-up share capital representing 11779905 equity shares are held in Dematerilized form and the balance 6.65% representing 839529 equity shares are in physical form.

l) Outstanding GDRs/ADRs/Warrants or any other convertible instruments Your Company does not have any GDRs/ADRs/Warrants or any other Convertible Instruments. m) Address for Correspondence

The Correspondence may be addressed to Ms. Sushma the Company Secretary & Compliance officer of the Company, at the Registered Office of the Company at 1, Kanpur Road, Allahabad-211001 Uttar Pradesh or CB Management Services Pvt. Ltd. P-22, Bondel Road, Kolkata-

700019, West Bengal, Tel: (033) 4011 6700/2280 6692, E-mail: [email protected]

n) Investor Correspondence i) For transfer of shares, payment of dividend on shares and any other queries relating to the

shares is handled by the Company's Registrar & Share Transfer Agent at the following address: M/s CB Management Services Pvt. Ltd. P-22, Bondel Road, Kolkata-700019, West Bengal,

Tel: (033) 4011 6700/2280 6692, E-mail: [email protected]

ii) Ms. Sushma has been designated as the Compliance Officer of the Company as required under the Listing Agreement with Stock Exchange.

o) Shareholding Pattern

The shareholding pattern as on 31st March 2015:

CATEGORY

NO.OF SHARES HELD % OF HOLDING

FIs/Banks 3541234 28.06

Insurance Companies 432516 3.43

MUTUAL FUND & UTI 5716 0.05

FII 500 -

PROMOTERS 830402 6.58

NRI/OCB 159353 1.26

PUBLIC 5176355 41.02

CORPROATE BODIES / Trust 2391649 18.95

CLEARING MEMBERS 81709 0.65

TOTAL 12619434

100.00



52

p) Distribution of Shareholding as on 31.03.2015

Range

(No.of shares )

No.of

shareholders

% of

shareholders

No.of shares % of shares

1-500 11675 89.57 1246790 9.88

501-1000 653 5.01 541439 4.29

1001-2000 320 2.45 505901 4.01

2001-3000 105 0.81 270731 2.14

3001-4000 44 0.34 158436 1.26

4001-5000 54 0.41 256709 2.03

5001-10000 84 0.64 603942 4.79

10001 & above 100 0.77 9035486 71.60

TOTAL 13035 100.00 12619434 100.00


Allahabad – 211001 (U.P.) Sd/- Sd/- J.K. Agrawal A.K. Dhawan Place: Allahabad Managing Director Director (Finance) Date: 30.10.2015 DIN: 00452816 DIN: 00694401


53

Certificate by CEO/CFO on compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement(s) The Board of Directors Triveni Glass Limited I, A.K. Dhawan, the Director Finance is responsible for the finance and overall functions of the company

hereby certify that for the Financial Year 2014-15 that:

(a) I have reviewed financial statements and the cash flow statement for the year and that to the best of

their knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;

(ii) These statements together present a true and fair view of the company’s affairs and are in

compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of my knowledge and belief, no transactions entered into by the company

during the year which are fraudulent, illegal or violative of the company’s code of conduct.

(c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that

I have evaluated the effectiveness of internal control systems of the company pertaining to financial

reporting and I have disclosed to the auditors, deficiencies in the design or operation of such internal

controls, if any, of which they I am aware and the steps we have taken or propose to take to rectify these

deficiencies.

(d) I have indicated to the auditors and the Board Members

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed

in the notes to the financial statements; and

(iii) instances of significant fraud of which they have become aware and the involvement therein, if

any, of the management or an employee having a significant role in the company’s internal

control system over financial reporting.

Sd/-

Date: 30.10.2015 A.K. Dhawan Place: Allahabad Director Finance DIN: 00694401


54

Declaration by the CEO under Clause 49 of the Listing Agreement

As per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company has

laid down a Code of Conduct for its Board of Directors and Senior Management.

I, J.K. Agrawal, the Managing Director of the Company confirm the compliance of this code by myself

and other members of the Board of Directors and Senior Management personnel as affirmed by them

individually, for the year ended 31st March, 2015.


Sd/-

Date: 30.10.2015 J.K. Agrawal

Place: Allahabad (Managing Director)

DIN: 00452816


55

AUDITOR CERTIFICATE ON CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT To The Members Triveni Glass Limited 1, Kanpur Road, Allahabad-21101 (U.P.) We have examined the compliance of conditions of corporate governance by M/s. Triveni Glass Limited for the year ended on 31.03.2015 as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchange(s). The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mention Listing Agreement. We further state that such compliance is neither as assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Amit Ray & Co. Chartered Accountants FRN: 000483C

Sd/- Place: Allahabad Amitava Ray Date: 30.10.2015 (Partner)


56

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Directors presents before you the Company’s Management Discussion and Analysis Report for the year ended on 31.03.2015 The management of the company is presenting herein the overview, opportunities and threats, initiatives by the company and overall strategy of the company and its outlook for the future. This outlook is based on management’s own assessment and it may differ materially from those expressed or impaired depending upon global and Indian demand- supply conditions, changes in government regulations, tax regimes and economic developments within India and overseas.

OVERVIEW OF INDIAN ECONOMY

According to the "Global Economic Prospects 2015" report released by the World Bank India’s economic Global growth in 2014 was lower than initially expected and picked up only marginally in 2014, to 2.6 percent, from 2.5 percent in 2013. Inflation has started slowing in many developing countries as commodity prices declined and, in some, macroeconomic policies tightened, which also helped slow

private sector credit growth and domestic demand pressures more generally. India is also projected to

lead regional growth, averaging 4.1 percent over 2015–17 benefiting from stronger external demand and rising tourism receipts. The World Bank has projected an economic growth rate of 6.0 per cent in fiscal year 2015 for India, while IMF has pegged the growth forecast at 7.5 per cent in 2015 for the country. The economic growth rate for financial year ending March, 2015, is projected to be 7.4 per cent, higher than 4.9 per cent in the previous fiscal, as given by the Central Statistics Office. Overall, global growth is expected to rise moderately, to 3.0 percent in 2015, and average about 3.3 percent through 2017. High-income countries are likely to see growth of 2.2 percent in 2015-17, up from 1.8 percent in 2014, on the back of gradually recovering labor markets, ebbing fiscal consolidation, and still low financing costs. In developing countries, as the domestic headwinds that held back growth in 2014 ease and the recovery in high-income countries slowly strengthens, growth is projected to gradually accelerate, rising from 4.4 percent in 2014 to 4.8 percent in 2015 and 5.4 percent by 2017. Lower oil prices will contribute to diverging prospects for oil-exporting and -importing countries, particularly in 2015. The two global crises — Greece debt woes and the China’s market meltdown — have not led to a sell-off by foreign investors in India, at least till July 8. On the contrary, India has witnessed capital inflows and analysts are expecting a rise in inflows in the wake of the Chinese market crash as they are not ruling out a significant hike in fund allocation to emerging markets like India. MARKET OVERVIEW & INDUSTRY STRUCTURE

The figured glass market holds great potential and the demand has been increasing every year with the Govt focus on low cost Housing the demand for figured glass will only go up. As on date there are only four manufacturers out of which your company is one of them. As there are no new entrants in this Industry there is great scope for us to increase our capacity utilization. Also there is a huge untapped export market which one can explore and tap to increase business. There is ever increasing demand for new designs and new colours which your company is trying to take maximum advantage of the same. There is some competition from other products like reflective glass, tinted float, mirror etc but the same can be countered by offering quality new products and by more effort by the marketing team. We expect the Industry to grow further during the next year.

http://economictimes.indiatimes.com/topic/World%20Bank

http://economictimes.indiatimes.com/topic/Central%20Statistics%20Office


57

STRENGTHS

We are one of the major manufacturers having installed capacity of 195 m.t /day, infact our plants which

are located in Andhra Pradesh have strategic advantage of catering to the requirement of southern

market including Orissa, M.P and Maharashtra as these happen to be low freight areas. As plants are on

natural gas we are able to keep our cost of production at a reasonable level. Further with Vishakapatnam

/ Chennai port being located just about 200 kms from our factory it holds tremendous advantage of

speedy exports to neighboring countries like Sri Lanka, Bangladesh, Vietnam , Burma etc. We being one

of the oldest manufacturers of glass have the necessary expertise to make quality products to cater to

the sensitive market. The company is capable to supply jumbo sized figured glass. Govt has announced

House for all schemes and there is scope for increase in demand for figured glass in future.

WEAKNESSES

The major weakness facing the with the company is non availability of adequate quantity of natural gas

from Gail which is a constraint for the company to increase its capacity utilization due to the high cost of

over withdrawal gas, to overcome this problem the company has already made arrangements to replace

natural gas and we would be in a position to start our second plant soon. There will not be dependency

on natural gas.

OPPORTUNITIES

As mentioned earlier Glass Industry has demand for new designs and holds tremendous scope for new

products. The company has started producing value added glass eg. Frosted glass by running two

machines and is producing about 45 m.t per month of this value added product. There is scope to further

increase the capacity. The company is already in the process of adding new designs and as on today we

have large range

THREATS

The major threat is on account of uncertainty of supply of natural gas to the plant, arising out of the New

Govt policy wherein priority has been given to power, fertilizer sectors and city supplies leaving our

Industry in the dark. Also there is constant threat of price increase and cut in supply of gas. Hence it is

very necessary for the Industry to look out for alternate sources of energy. The company has decided to

go in for Petcoke which is a much cheaper source of energy and also there is no constraint on availability

of the same.

OUTLOOK

Though new plants have come into production, they are finding it difficult to survive due to quality

problems and other issues.

Uncertainty over gas prices is a major factor of how the industry will run. If gas prices are increased as

per earlier Government’s plans, it will cause a severe strain on margins.

Improvement in the construction industry, should lead to an increase in demand for figured glass.

Bifurcation of state of Andhra Pradesh should result in lot of growth in next 10 years in Seemandhra. This

should also result in increased demand for glass in this state.

And lastly with overall development in the country our industry should also grow.


58

FINANCIAL PERFORMANCE

During the year the turnover came down from Rs 5819.29 lacs to Rs 4530.40 lacs basically on account

of closure of one plant of the company for the whole year. The plant could not be opened fot the non-

availability of fuel (Natural Gas). Against net profit of Rs 666.83 lacs last year. This year the company

incurred a loss of Rs 469.90 lacs due to higher fuel burden and higher depreciation charged as per the

provisions of Companies Act 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has a proper and adequate system of internal controls commensurate with its size to

ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition

and the transactions are authorized, recorded and reported correctly. Proper controls and checks are

exercised by the company by following the procedures prescribed in the various manuals. The Audit

Committee of the Board reviews Internal Control Systems of the company on periodical basis and is

headed by a Non- Executive Independent Director. The Company has appointed external firms of

Chartered Accountants as Internal Auditors.

DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

Your company recognizes the value of human resource, therefore, the human resource policies are

framed in such manner that they not only aim at achieving the organizational goal but also recognize,

appreciate and develop the individual interest of the employees. The Human Resource Development

policies of the company are so framed that it is in the best interest of the organization as well as

employees of the company.

FORWARD LOOKING STATEMENT

The Company is focused to create business values for its customers. Statement in this report,

particularly those which relate to Management Discussion and Analysis, describing the company’s future

plans, objectives, projections, estimates and expectations may constitute “forward looking statements”

within the meaning of applicable laws and regulations. Actual results might vary materially from those

either expressed or implied.




59

INDEPENDENT AUDITORS REPORT

To The Members of Triveni Glass Limited Allahabad,

We have audited the accompanying financial statements of Triveni Glass Limited, which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended. Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the preparation of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s


60

judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements, subject to,

i. We could not physically verify the Plant & machinery at Allahabad unit as we were not

allowed to enter the factory premises due to labour disturbances. Hence the balances of Rs.4, 31, 42,493.04 appearing against Plant & Machinery remain unaudited and we had conducted the physical verification at Rajahmundry unit.

ii. Liability of Rs 21.18 crores is appearing as Advance against sale of land, building, Plant and machinery.

Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in above point (i) & (ii), the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2015, (b) In case of the statement of Profit & loss of the loss of the company for the year ended

on that date, and (c) In case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2015 (“the order”), issued by the Central Government of India in terms of sub section (11) of section 143 of the Companies Ac,2015, we give in the Annexure a statement on the matters specified in paragraph 3 & 4 of the order, to the extent applicable.

As required by Section 143 (3) of the Act, we report that:


61

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) Except for the effects of the matter described in the point (i) & (ii) above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) Except for the effects of the matter described in the points (i) & (ii) above, in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st

March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Place: Allahabad For Amit Ray & Co. Date: 30.10.2015 Chartered Accountants

Amitava Ray (Partner) M. No.: 006947 FRN: 000483C

The Annexure referred to in paragraph 1 of our Report of even date to the members of Triveni

Glass Limited for the year ended March 31, 2015

i. (a)The company has maintained proper records showing full particulars including quantitative details and

situation of fixed asset


62

(b)According to the information an explanation given to us, physical verification of fixed assets has not been

done during the year. But there is a regular program of verification which, in our opinion, is reasonable

having regard to the size of the company and nature of its assets. No material discrepancies were noticed on

such verification.

ii. (a)As explained to us, inventories have been physically verified at Rajahmundry unit during the year by the

management at reasonable intervals.

(b)In our opinion and according to the information and explanations given to us, the procedures of physical

verification of inventories followed by the management are reasonable and adequate in relation to the size of

the company and the nature of its business.

(c)In our opinion and on the basis of our examination of the records, the Company is maintaining proper records

of its inventories. No material discrepancy was noticed on physical verification of stocks at Rajahmundry unit

by the management as compared to book records

iii. Company has not granted any loans, secured or unsecured to companies, firms or other

parties covered in the register maintained under section 189 of the Companies Act.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal

control procedure commensurate with the size of the company and the nature of its business, for the purchase of

inventories & fixed assets and for sale of goods.

v. In our opinion and according to the information and explanations given to us by the management, the

Company has accepted loan from Mr. J. K. Agrawal (Managing Director) amounting to Rs.103.65

lacs.

vi. The Central Government has prescribed maintenance of cost records for the Glass Industry and the

cost Audit has been conducted for the year 2013-14 as per the Govt. order and report submitted to

Govt. against which there are no adverse observations.

vii. (a) According to the records of the Company, the following undisputed Statutory dues including

Provident Fund, Income Tax, Sales Tax, Excise Duty, Cess and other statutory dues, wherever

applicable, have not been deposited with the appropriate authorities and are outstanding as at 31st

March, 2015

Name of the Statute Nature of the Dues Amount

(Rs. in Lac)

Period to which the amount

relates

Income Tax Act, 1961 Income Tax Deducted from

Source

-Allahabad

4.23

1.45

March ’15 since

March ’15 paid


63

-Rajahmundry

Fringe Benefit Tax -

Allahabad

31.77 2008-2009

Provident Fund Act

Employee Family pension

Fund

Rajahmundry

21.89

1.60

Since Paid March ’15

Central Excise Rajahmundry 2.47 March ‘ 15 – since paid

State Sales Tax

Rajahmundry

6.22

46.02

19.59

32.12

30.75

2009-2010

2010-2011

2012-2013

2013-2014

2014-2015

134.70

Total 198.11

(b) The disputed statutory dues aggregating to Rs 6351.21 Lacs, that have not been deposited on account

of matters pending before appropriate authorities are as under:

SL

NO

NAME OF THE STATUTE NATURE OF THE

DUES

FORUM WHERE

DISPUTE IS PENDING

AMOUNT

(Rs. in Lac)

1. Central Excise Act and

CENVAT Credit Rules,

2004

Central Excise Duty

and CENVAT credit

Central Excise Service

Tax Appellate Tribunal,

New Delhi

726.00

2. Central Excise Act and

CENVAT Credit Rules,

2004

Central Excise Duty

and CENVAT credit

Central Excise Service

Tax Appellate Tribunal,

New Delhi

111.00

3.* Central & State Sales Tax/

Trade Tax

Sales Tax /Trade Tax Various Sales Tax / Trade

Tax Appellate Authorities,

Allahabad

88.45

* The Company has deposited an amount of Rs.11.49 Lacs under protest.

4. Central & State Sales Tax/

Trade Tax

Sales Tax /Trade Tax Supreme Court, New

Delhi

107.21

5

6.

Custom Act, 1962

Customs Act, 2004

EPCG Scheme

Advance Licence

Asst. Commissioner

Customs Visakhapatnam

DGFT Kanpur

659.60

367.00

7 Central Excise & State Sales

Tax/Trade Tax

Excise

Rajahmundry

86.33

13.62

8 Commissioner of Central

Excise Allahabad

Excise

Central Excise Tribunal-

New Delhi

2096.00


64

Penalty 2096.00

Total 6351.21

(c) There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.

viii. The Company has incurred cash losses during the financial year covered by our audit.

ix. The company has defaulted in repayment of dues to financial institutions which are as follows:

AMOUNT DUE (Rs.in Lacs) Period Due to

Principal 1255.00 Upto 31st March 2015 IDBI (SASF)

Interest 1845.00 IDBI (SASF)

Principal Upto 31st March 2015 State Bank of India, Lucknow

Interest 247.00 State Bank of India, Lucknow

Principal 508.00 Upto 31st March 2015 Canara Bank, Kolkata

Interest 82.00 Canara Bank, Kolkata

Total 3937.00

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 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 funds from outside sources 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. the company has 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. The company is hoping that once the company is able to locate a suitable

buyer for the plant they shall be able to negotiate and clear the SASF dues.

As regards the SBI India, the company had 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 to

SBI. The company has paid a further sum of Rs 80 lacs during the year 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 finalized.

As regards 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. The company has written to them that as the package has

been finalized once and we also have made payment of Rs 59 lacs against the same they should accept

the same. Till 31.03.2015 no headway could be made in this regard, but in May 2015 after a lot of

persuasion and discussions the company was able to arrive at a revised settlement of Rs 610 lacs. The

sanction letter is awaited.


65

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/ (Loss) before tax (576.63) 666.83

Add/(Less) :

Other Income - -

Unclaimed Balance Written back - -

Sundry Debit balance written off - -

Depreciation 492.22 149.13

Profit on sale of fixed assets - (3.63)

Interest provided in P & L a/c (net of capitalization) - -

Operating profit before working capital changes (84.41) 812.33

Adjustment for :

(increase)/Decrease in Inventories 667.20 (626.40)

(increase)/Decrease in loans & advances 464.93 65.00

(increase)/Decrease in trade & other receivables 408.45 97.00

Increase/(Decrease) in trade payables (290.07) (31.64)

Increase/(Decrease) in Other liabilities 704.58 (247.88)

NET CASH FROM OPERATING ACTIVITIES (A) 1,871.56 - 68.41

B. CASH FLOW FROM INVESTING ACTIVITIES :

Sale/(Purchase) of fixed assets (18.12) (185.23)

Sale of Investments/ fixed assets - 5.93

Net CASH USED IN INVESTING ACTIVITIES (B) (18.12) (179.30)

C. CASH FLOW FROM FINANCING ACTIVITIES :

Proceeds from Long Term Borrowings 1,996.61 (634.00)

Increase in Short Term Borrowings 158.76 743.11

Increase in Share Capital - -

Proceeds from Cash Credit - -

Repayment of Other Loan - -

NET CASH USED IN FINANCING ACTIVITIES © (1,837.85) 109.11

D. Prior Period Paid Out - -

NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS 15.59 (1.78)

(A) + (B) + (C) + (D)

Cash and cash equivalents as at April 1, 2014 290.48 292.25

Cash and cash equivalents as at March 31, 2015 306.07 290.47

As per our attached Report of even date

Chartered Accountants Mr. J.K. Agrawal Managing Director

FRN:. 000483C Mr. A.K. Dhawan Director Finance

Director

Amitava Ray Mrs. Jyoti Agarwal Director

(Partner)

M.No.(006947)

Place : Allahabad

Date :30.10.2015

For the Year ended

31.03.2014

(Rs. In Lacs)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015

Note:1. The above cash flow statement has been prepared by using the Indirect method set out in Accounting Standard 3-

ParticularsFor the Year ended

31.03.2015


For Amit Ray & Co.

2. Cash & Cash Equivalents consists of cash on hand, bank balances with banks.

Mr. P K Kesharwani

Figures shown above are the actual defaulted liabilities on the basis of OTS, the book liabilities are

higher in view of provisions for Interest, etc created in earlier year.

x. According to the information and explanations given to us, the Company has not given any guarantees

for loan taken by others from bank or financial institutions during the year.

xi. According to the books and records of the company and as per the information and explanation given

to us by the management, the company has not utilised any fund raised on short term basis for long

term investment and vice versa.

xii. According to the information and explanation given to us and as represented by the Management and

based on our examination of the books and records of the company, no material fraud on or by the

Company was noticed or reported during the year.

FOR AMIT RAY & CO.

CHARTERED ACCOUNTANTS

(FRN: 000483C)

AMITAVA RAY

(PARTNER)

M. NO. 006947

PLACE: ALLAHABAD

DATE: 30.10.2015


66


67

Note

No.

Balance as at

31.03.2015

Balance as at

31.03.2014

I. EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 1 1,262.88 1,262.88

(b) Reserves and surplus 2 -6,863.70 -6,287.07

(c) Money received against share warrants - -

2 Share application money pending allotment -4.93 -4.93

3 Non-current liabilities

(a) Long-term borrowings 3 9,049.50 11,046.11

4 Current liabilities

(a) Short-term borrowings 4 1,678.50 1,519.74

(b) Trade payables 5 736.48 1,026.55

(c) Other current liabilities 6 3,378.91 2,674.33

TOTAL 9,237.64 11,237.61

II. ASSETS

Non-current assets

1.0 (a) Fixed assets 7

(i) Tangible assets 7,836.21 8,110.30

(iii) Capital work-in-progress 8.88 209.77

(b) Non-current investments 8 17.69 17.69

2.0 Current assets

(a) Inventories 9 478.35 1,145.55

(b) Trade receivables 10 228.13 636.58

(c) Cash and Bank Balances 11 306.07 290.48

(d) Short-term loans and advances 12 362.31 827.24

9,237.64 11,237.61

As per our attached Report of even date For and on behalf of the Board

For Amit Ray & Co.


FRN: 000483C Mr. A.K. Dhawan Director Finance

Mr. Peeyush Kumar Kesharwani Director

Mrs. Jyoti Agarwal Director

Amitava Ray

(Partner)

M.No. 006947

Place : Allahabad

Date: 30.10.2015


Balance Sheet as at : 31st March 2015

( Rs. in Lakhs)

Significant Accounting Policies and Notes on Financial Statement 1 to 29

Notes referred to above form an integral part of the finanacial statements

TOTAL

Particulars


68

Note

No.

For the Year ended

31.03.2015

For the Year ended

31.03.2014

Revenue from operations 13 4,530.40 5,181.29

Other income 14 562.30 45.72

Total Revenue (I + II) 5,092.70 5,227.01

Expenses:

Cost of materials consumed 15 1,623.91 1,858.57

Changes in inventories of finished goods work-in-progress

and Stock-in-Trade16

382.01 -533.85

Employee benefits expense 17 302.20 265.04

Finance costs 18 260.71 132.68

Depreciation and amortization expense 492.22 149.13

Other Expenses 19 2,262.38 2,276.32

Write Off 20 568.40 183.30

Prior period Adjustment 21 474.51 223.50

Total expenses 6,366.34 4,554.69

Profit before exceptional and extraordinary items and

tax (III-IV) (1,273.64) 672.32

Exceptional items (Exchange fluctuations) (2.99) (5.49)

Profit before extraordinary items and tax (V - VI) (1,276.63) 666.83

Extraordinary Items (Liabilities written back) (700.00) -

Profit before tax (VII- VIII) (576.63) 666.83

Tax expense:

(1) Current tax - -

(2) Deferred tax - -

Profit (Loss) for the period from continuing operations

(VII-VIII) (576.63) 666.83

Profit/(loss) from discontinuing operations - -

- -

Profit/(loss) from Discontinuing operations (after tax)

(XII-XIII) (576.63) 666.83

(576.63) 666.83

Earnings per equity share:

(1) Basic (4.57) 5.28

(2) Diluted (4.57) 5.28

Significant Accounting Policies and Notes on Financial

Statement 1 to 29

Notes referred to above form an integral part of the

finanacial statements

As per our attached Report of even date For and on behalf of the Board

For Amit Ray & Co.


FRN: 000483C Mr. A.K. Dhawan Director Finance

Mr. Peeyush Kumar Kesharwani Director

Mrs. Jyoti Agarwal Director

Amitava Ray

(Partner)

M No. 006947

Place : Allahabad

Date : 30.10.2015


Statement of Profit and loss for the year ended 31st March 2015

Particulars

( Rs. in lakhs)


69

Number Rs. Number Rs.

25,000.00 25.00 25,000.00 25.00

19,750,000.00 1,975.00 19,750,000.00 1,975.00

19,775,000.00 2,000.00 19,775,000.00 2,000.00

12,619,434.00 1,261.94 12,619,434.00 1,261.94

12,619,434.00 1,261.94 12,619,434.00 1,261.94

Forfeiture of shares

10,950.00 0.94 10,950.00 0.94

12,619,434.00 1,262.88 12,619,434.00 1,262.88

Number Rs. Number Rs.

Shares outstanding at the beginning of the

year 12,619,434.00 126,194,340.00

- -

Shares Issued during the year - - - -

Shares bought back during the year - - - -

Shares outstanding at the end of the

year

12,619,434.00 1,261.94 - -

No. of Shares held % of Holding No. of Shares

held

% of Holding

Stressed Asset Stabilisation Fund (IDBI) 3,536,134.00 28.02% 3,536,134.00 28.02%

2014-2015 2012-2014

Equity Shares :

Fully paid up pursuant to contract(s)

without payment being received in cash 12,619,434.00 12,619,434.00

Fully paid up by way of bonus shares - -

Shares bought back - -

Preference SharesParticulars

Total

As at 31 March 2014As at 31 March 2015Name of Shareholder

(Rs. in Lakhs)

(Rs. in Lakhs)

Particulars Year (Aggregate No. of Shares)

Equity Shares ofRs. 10 each

Subscribed & Paid up

Equity Shares ofRs. 10 each

Issued

Equity Shares

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH,2015

To be issued on such terms & conditions as the company may

decide from time to time.

Amount Paid up on shares forfeited

(10950 shares forfeited during 06-07)

Equity Shares ofRs. 10 each fully paid

Subscribed but not fully Paid up

Note 1 : Share Capital

Authorised

Preference shares ofRs. 100 each

(Rs. in Lakhs)

As at 31 March 2015 As at 31 March 2014 Share Capital


70

Note 2 : Reserve & Surplus

As at 31 March 2015 As at 31 March 2014

Rs. Rs.

221.86 221.86

- -

- -

221.86 221.86

4,408.75 4,408.75

- -

- -

- -

- -

Closing Balance 4,408.75 4,408.75

(10,917.68) (11,584.51)

(576.63) 666.83

(-) Transfer to Reserves

Closing Balance (11,494.31) (10,917.68)

(6,863.70) (6,287.07)

Opening balance

Reserves & Surplus

a. Capital Reserves

Opening Balance

b. Securities Premium Account

Less : Premium Utilised for various reasons

(+) Net Profit/(Net Loss) For the current year

Opening Balance

(+) Current Year Transfer

(-) Written Back in Current Year

Total

Add : Securities premium credited on Share issue

Closing Balance

Premium on Redemption of Debentures

c. Surplus

( Rs. in Lakhs)

For Issuing Bonus Shares


71


Rs. Rs.

978.16 1819.78

7967.69 9122.69

8,945.85 10,942.46

2. Amount 8945.85 10942.46

103.65 103.65

103.65 103.65

9,049.50 11,046.11

Note 4 : Short Term Borrowings


Rs. Rs.

1678.50 1519.75

1,678.50 1,519.74

NOTE-5 TRADES PAYABLE


Rs. Rs.

736.48 1026.55

736.48 1,026.55

(a) Term loans

Total

(b) Other loans and advances (By Director)

(Secured By : First Charge on Assets

Second charge on Stocks , inventory & plant &

machinery )

Secured

In case of continuing default as on the balance sheet

date in repayment of loans and interest with respect to

(b) (e) & (g)

Unsecured

1. Period of default

Long Term Borrowings

(Secured By : First Charge on stocks & inventory ,

plant 7 machinery

Second charge on assets)

Unsecured

Trade Payable

(A) Trade Payable

Total

(A) Other loans and advances

(i) From Companies

Total

from banks

from other parties - SASF (IDBI)

( Rs. in Lakhs)

Short Term Borrowings

( Rs.in Lakhs)

Note 3: Long Term Borrowings


72

Note 6 : Other Current Liabilities

( Rs. in Lakhs)

Other Current Liabilities


Rs. Rs.

(a) Current maturities of long-term debt (Statutory dues)

377.14 514.80 (b) Income received in advance 474.82 849.85

(c)Employees Payable 325.99 1241.40

(d)unpaid salary

0.00 0.14

(e) Others 2,200.95 68.16

Total 3378.91 2,674.33

Balance as at

1 April 2014

Additions/

(Disposals)

Acquired through

business

combinations

Balance as at 31

March 2015

Balance as at

1 April 2014

Depreciation

charge for the

year

Adjustment

due to

revaluations

On

disposals

Balance as at 31

March 2015

Balance as at

31 March 2015

Balance as at

31 March 2014

A Tangible Assets

Land (Freehold) 75.08 - 75.08 - - - - - 75.08 75.08

Buildings 2,851.72 37.41 - 2,889.13 1,206.99 25.76 - - 1,232.75 1,656.38 1644.73

Plant and Machinery 18,896.02 179.41 - 19,075.43 12,526.10 460.13 - - 12,956.23 6,119.20 6368.99

Furniture and Fixtures 256.41 1.26 - 257.67 244.71 5.49 - - 250.20 7.47 11.70

Vehicles 84.03 - - 84.03 75.11 0.84 - - 75.95 8.08 9.80

Others (specify nature) - - - - - - - - -

Total 22,163.26 218.08 - 22,381.34 14,052.91 492.22 - - 14545.13 7,836.21 8,110.30

B Capital Work In Progress 8.88 209.77

Total - - - - - - - - - 8.88 209.77

Note 7 : Fixed Assets

Net Block

Fixed Assets

Gross Block Accumulated Depreciation

( Rs. in Lakhs)


73

Note 8 : Non - Current investments

As at 31 March 2015As at 31 March

2014

A. Other Investments (Refer B below)

(a) Investments in Government or Trust securities -

(b) Investments in Mutual Funds 17.69 17.69

(c) Other non-current investments (specify nature)

Total 17.69 17.69

B.

Sr. No. Name of the Body Corporate Subsidiary /

Associate / JV/

Quoted

/

Partly

Paid /

Whethe

r stated

2015 2014 2015 2014 2015 2014

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13)

(A) Investments in Government or Trust securities -

(B) Investments in Mutual Funds 17,880.00 100 100% 100% 1,769,262.00 1,769,262.00

17.69 17.69

( Rs. in Lakhs)

( Rs. in Lakhs)

Total

Details of Other Investments

No. of Shares / Units Extent of Holding (%) Amount (Rs.) If Answer to

Column (9) is

'No' -

Basis of

Valuation

Particulars

Rs. (Rs. in Lakhs) Rs. (Rs. in Lakhs)

a. Raw Materials and components (Valued at cost price

or market price) which ever is less 19,484,779.35 27,557,951.99

194.85 275.58

b. Finished goods (Valued at cost price or market price)

which ever is less 20,459,717.83 58,660,414.06

Goods-in transit

204.60 586.60

c. Stores and spares (Valued at cost price or market

price) which ever is less 7,850,611.88 28,334,913.13

Goods-in transit

78.91 283.35

d. Others

Total 478.35 1,145.55

Note 9 : Inventories


( Rs. in Lakhs)

Inventories


74

( Rs. in Lakhs)

Trade ReceivablesAs at 31 March

2015

As at 31 March

2014

Trade receivables outstanding for a period exceeding

six months from the date they are due for payment

Secured, considered good 64.83 297.9

Unsecured, considered good

Unsecured, considered doubtful

Trade receivables outstanding for a period less than six

months from the date they are due for payment

Secured, considered good

Unsecured, considered good

Unsecured, considered doubtful 192.72 368.09

Less: Provision for doubtful debts -29.42 -29.42

Total 228.13 636.58

Note 10 : Trade Receivables

( Rs.in Lakhs)

Cash and cash equivalents

a. Balances with banks 4.28 11.08

This includes:

Other Commitments

Bank deposits with more than 12 months maturity

b. Cheques, drafts on hand

c. Cash on hand 0.07 0.12

d. Others (Fixed Deposits) 301.72 279.27

Total 306.07 290.48

( Rs.in Lakhs)

Short-term loans and advances

Others 1.16 -

Secured considered good 361.15 826.83

Unsecured, considered good - -

Doubtful - 0.40

Total 362.31 827.24

Note 11 : Cash & Bank Balances

Note 12 : Short Term Loans & Advances

As at 31 March

2015

As at 31 March

2014

As at 31 March

2015

As at 31 March

2014


75

Note 14 : Other Income

(Rs. in Lakhs)

Particulars

For the year ended 31 March

2015

For the year ended 31

March 2014

Interest Income (in case of a company other than a finance company) 25.01 20.32

Dividend Income - -

Net gain/loss on sale of investments - -

Other non-operating income (net of expenses directly attributable to such income) 537.29 25.41

Total 562.30 45.72

NOTE 15- Cost Of Material Consumed

( Rs. in Lakhs)

Particulars 2015 2014

Soda Ash 765.80 764.99

Glass Cullet 563.55 854.36

Silica Sand 149.56 155.00

Borax - -

Others 145.00 84.22

Total 1623.9

1 1858.57

( Rs.in Lakhs)

Particulars

For the year

ended 31 March

2015

For the year ended

31 March 2014

Sale of products (Domestic) 4,904.22 5,558.98

Trading sales 11.87 28.82

Sale of products (Export) 173.20 232.12

Less:

Excise duty 558.89 638.64

Total 4,530.40 5,181.29

Note 13 : Revenue From Operations


76

Additional Information Pursuant to the Provision of Part 2 Of the

Schedule VI of the Companies Act 1956 Is given below

Rs. (in Lakhs)

Quantity Value Opening Value Closing Value

Quantity Quantity

Figured & Wired Glass Lakh Sq. Mtr. of 2mm 2015 59.89 5089.14 5.96 586.6 2.49 204.6

-do- Thickness 2014 62.7 5819.92 1.65 52.75 5.96 586.6

B. Details Of Raw Material Consumed

Rs. (in Lakhs)

Unit of

Quantity Quantity Value Quantity Value

Soda Ash M.T. 3480.9 765.8 3638.85 764.99

Glass Cullet M.T. 13418 563.55 10340.83 854.36

Silica Sand M.T. 10693 149.56 11824.69 155.00

Borax 0 0 0 0

Others 0 145 0 84.22

1623.91 1858.57

C. Value of imported and indigenous raw materials, Spare Parts And Components consumed

Rs. In Lakhs % Rs. In Lakhs %

Raw Materials

Imported 0 0 42.05 2.27

Indigenous 1623.9 100 1816.52 97.73

1623.9 100.00 1858.57 100.00

Stores, Spare Parts &

Components

Imported 8.06 87.05 29.01 85.77

Indigenous 1.2 12.95 4.81 14.23

9.26 100.00 33.82 100.00

(A) Particulars in respect of Sales & Stock :

Unit of Quantity

Sales of Goods

Manufactured by the

Company

Year

Total

2014

2015

2015

2014

StockSales

2015Unit

during the year and percentage of each to the total consumption

2014


77

NOTE 16- Changes in inventories of finished goods work-in-progress and Stock-in-Trade

Rs. (in Lakhs)

Increase/ Decrease in stock of Finished Goods For the Year

Ended 31 March 2015

For the Year Ended 31 March

2014

Closing Stock

204.60

586.60

Less: Opening Stock

586.60 52.75

Total -382.01 533.85

Rs. (in Lakhs)

(E) Expenditure in Foreign Currencies during the Year (Rs. in Lakhs)

(iii) Bank Charges & Others (iii) Bank Charges & Others

(ii) Commission

(ii) Components & Spare Parts

(ii) Commission

0

0

1.88

1.880

0

2014

0

0

2014

(i) Traveling Expenses

29.61

(iii) Capital Goods

42.050(i) Raw Material

(iv)Trading

Export of Goods calculated on FOB basis

C.I.F. Value of goods imported by the

Company during the year :

8.06

2015

0

2015

173.2 232.12

2015

(D) Earning in Foreign Exchange

2015

9.14 0

67.92

Total


78

NOTE 18- Finance Cost

Rs. (in Lakhs)

Particulars

For the year ended 31 March 2015 For the year ended 31 March 2014

Interest expense 4.19 0.80

Other borrowing costs 256.52 131.88

Total 260.71 132.68

Rs. (in Lakhs)

For the year ended

31 March 2015

For the year

ended 31 March

2014

246.37 239.69

6.26 1.87

- -

2.04 1.13

9.25 4.66

27.42 8.41

(g) Medical expenses 6.00 3.84

(h) Bonus 4.85 5.44

302.20 265.04

Rs. (in Lakhs)

For the year ended

31 March 2015

For the year

ended 31 March

2014

24.24 6.24

3.18 2.17

- -

27.42 9.38

Total

(d) Staff welfare expenses

(e) LTC

(c) Gratuity fund contributions

(i) Provident fund

(ii) Superannuation scheme

(f)Managerial remuneration

(I) Managerial Remuneration :

(a) Salaries and incentives

Employee Benefits Expense

Total

(i) Salaries

(b) Contributions to -

Note 17 : Employee Benefits Expenses

(e) LTC

(ii) Perquisites in Cash or Kind

(iii) Contribution to Provident Fund and other Fund


79

NOTE-19 OTHER EXPENSES

Other Expenses

For the year ended 31 March 2015


Rs. Rs.

Advertisement 838,223.99 3,330,304.99

Bank Charges & Commission 433,167.60 562,165.06

Carriage inwards 92,135.00 98,506.00

Director fees 175,000.00 110,000.00

Electric charges & expenses 4,633,698.73 1,915,277.76

Internal audit fees 98,877.00 114,608.00

legal charges 2,362,290.00 2,195,255.00

Listing fees 59,725.12 270,604.44

Newspaper books & Periodicals 2,570.00 1,770.00

Printing & Stationary 282,943.24 130,054.78

Postage , telegram , telephone & telex 821,369.08 1,192,687.83

Security service charges 1,811,089.50 2,607,958.00

Consultancy fee & Professional fee 899,482.00 1,737,748.00

Consultancy expenses 125,315.00 288,008.00

Sundry Expenses 4,692,018.44 5,109,827.90

Sundry expenses Subscription 55,319.00 80,698.00

Transportation Expense 176,414.37 -

Travelling Expenses (directors) 531,179.68 567,001.55

Travelling & conveyance expenses 3,498,328.33 3,681,442.99

Upkeep of car 144,925.00 29,200.00

Upkeep of other vehicle 159,701.00 140,070.00

Fuel Expenses 553,941.00 578,367.13

Repairing Expenses 236,968.69 221,593.29

Filing Fees 70,300.00 -

Hire Charges 475,356.00 -

Stipend 157,700.00 118,376.00

Insurance Premium(Others) 673,077.90 594,784.00

Consumption of stores for production 926,026.17 3,381,657.20

Packing Charges 62,606,928.95 72,067,957.21

Consumption of fuel 94,520,910.18 61,630,989.03

Power Charges 5,882,440.00 14,143,842.00

Rent 877,452.00 1,109,773.00

Rates & Taxes 89,421.00 944,926.00

Repairs to Building (DIRECT) 16,891.00 19,600.00


80

Repairs to Building (others) 525,839.00 1,565,964.26

Repairs to Plant & Machinery (Direct) 1,035,369.87 2,912,854.93

Repairs to Plant & Machinery (others) 2,547,306.76 1,454,716.11

Repairs to others 284,048.53 96,697.04

Repairs to vehicle 26,624.05 114,410.78

Shortage A/c - -

Round off 379.62 -

Selling expense freight & transport charges Export 3,379,105.27 5,750,265.63

Selling expense (export) commission 80,591.42 267,789.14

Miscellaneous Manufacturing Exp. 9,258,362.40 9,168,279.88

Rebate 19,886,624.00 27,019,177.00

Research and development (lab) 25,614.36 72,392.19

Auditor Remuneration 207,304.00 234,832.00

Total Expenses (In Rs.) 226,238,354.25 227,632,432.12

Total (Rs. in Lacks) 2,262.38 2,276.32

NOTE- 20 Write OFF

Rs. (in Lakhs)

Write OFF



Sundry Debit Balance Written off 568.40 183.30

TOTAL 568.40 183.30

NOTE- 21 Prior Period Item

Rs. (in Lakhs)

Prior Period Adjustment



Prior Period Adjustment 474.51 223.50

TOTAL 474.51 223.50


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NOTE NO.22 Contingent liabilities and receivables :

i) Contingent liabilities:

(a) The Company received Show-cause cum Demand Notices in routine way regarding non-admissibility of Modvat credit due to technical defects in documentation. Most of the defects are curable and are allowed at the first or second stage of hearing. As on 31.03.2014, such show-cause cum demand notices proposing to disallow modvat credit stood at Rs. 111.00 lacs (2013-14 Rs. 122.00 lacs).

(b) The Commissioner Central Excise reconfirmed demand of Rs 20.96 crores and imposed equal

penalty thereon after adjudicating the case. He also imposed penalties on Directors and Senior Officers of the Company. We had filed appeal against the order along with the stay application for waiver or pre deposit before Central Excise Tribunal New Delhi who have allowed unconditional stay.

(c) Sales Tax Department has created a demand of Rs. 107.21 lacs (2014-Rs.107.21 lacs)

disputing the rate of tax on Tinted Glass and other sales tax matters, which the Co. has not admitted and filed appeal against above mentioned demands, However, the Hon’ble Court has dismissed our appeal against which we have filed SLP before Hon’ble Supreme Court and the SLP has been admitted on 20.04.2011 for final hearing. Allahabad High Court has also disallowed our appeal against higher rate of tax on Tinted Glass for period subsequent to 1996 onwards and we filed SLP against the same before the Honorable Supreme Court to be tied up and to with earlier hearing applications.

(d) Modvat credit on capital goods availed during installation of Float Glass plant to the extent of

Rs. 7.26 Crores was disallowed by Jurisdictional Deputy Commissioner and equal penalty was imposed by wrongly treating Float Glass as a separate and independent unit while the fact is otherwise. Float Glass Plant is an expansion of the then factory and the department itself has endorsed Float Glass Plant in our Central Excise License (Registration Certificate) as expansion. Against, the order of the Commissioner (Appeals), we have filed appeal before CESTAT, New Delhi, which has completely waived pre-deposit of 50% of the required amount. Now the case will be heard and decided on merits in due course.

(e) There are three (3) EPCG licenses wherein in case of the main license for input of 2nd hand

figured glass though the export obligations have been completed by us but necessary documents have not been filled with DGFT Kanpur. Hence a liability of Rs 117 lacs plus interest Rs 288 lacs as on 31st of March 2015 is disputed. In case of another license the duty amount due is Rs 79 lacs plus interest Rs 165 lacs total Rs 244 lacs. In case of third license which is for frosting machine the liability is about R 10 lacs. In case of advance licenses the duty amount due is Rs 107 lacs and another Rs 260 lacs is due on account of interest and penalty. As our case is before BIFR hence we have requested in our debt restructuring proposal for waiver of interest and penalty amount. In case of the advance licenses, once our balance export made during the years 1995-2005 are accepted by DGFT Kanpur then there advance licenses will also get fulfilled there will not be any liability on this and therefore final liability is only on second and third EPCG license that is Rs 79 lacs which may arise.

(f) Recently the company has also filled appealed before Tribunal against order passed by appellate

Commissioner Allahabad for Rs 788191/- and Rs 421831/- demanding duty on sound delivery charges against government supplies


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(g) The company has since paid the full amount to the 56 workers under the arbitrator clause as

ordered by the Supreme Court. (h) Our request for remission on Duty of Finished goods has been rejected by the Assistant

Commissioner, thus creating a demand of Rs 43237/- and equal penalty thereon. We have filed appeal against the said order.

(i) Being aggrieved with the order of Commissioner Appeals confirming demand of Rs 130372 and

imposing equal penalty thereon for allegedly charging higher prices from deposit compared to expected prices . We have filed appeal before Central Excise Tribunal Delhi which has directed us to deposit of the balance amount till the case is finally decided The amount has been adjusted against the input credit available with us.

Note No.23

As per AS 15

Retirement benefits namely gratuity & earned leave liability for Rajahmundry employees has been duly provided in Allahabad books. Note No-24 (A) Segment Information As per AS - 17 (i) Business Segment

(1) Segment Revenue At the end for the year ended 31st March 2014 (Rs. Lacs)

Total Figured

Glass

a) External Sales 173.20

b) Inter Segment Sales -

c) Total Revenue 5092.70 (ii) Geographical Segment (Rs. In Lacs)

Statement of Secondary Segment wise Sales & External Receivables

Out of India With in India Total

Segment Segment

Segment Revenue 173.20 4915.94 5092.70

- - - Segment Assets (-) (-) (-)

- - - Capital Expenditure (-) (-) (-) [Figures in bracket pertain to previous year.]


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Segment Reporting as per Accounting Standard AS-17 issued by Institute of Chartered Accountants of India. (i) Business Segments: The Company has considered “Business Segment” as the Primary Segment for disclosures, which comprises of Flat Glass . (ii) Geographical Segments: Geographical Segment is the “Secondary Segment” and location of its market I.e. “India” and “Out of India”. (iii) Segment Revenue : Segment Revenue comprises of Sales and related income that are directly identifiable with the Segment. (iv) Segment Expenses: Directly identifiable with the segment are charged to the respective Segment. (v) All the accounting policies adopted for the Segment reporting are inline with those of the Company. Note No:- 25

As per AS-18 “Related Party Disclosures” : (a) No transaction of sale, purchase or supply of any goods material or services has been

entered into by the company with the promoters, Directors their relatives etc. (b) Key management personnel - Sri J K Agrawal, Managing Director (Managerial remuneration

paid is Rs 19.01 lacs), Sri A K Dhawan, Director (Finance) (Managerial remuneration paid is Rs. 8.41 lacs).

Note No:- 26

As per AS-22 Taxes on Income: No provision of Income Tax has been made due to the carried forward losses and unabsorbed

depreciation of earlier year. As per AS-22 deferred tax assets should be recognized and carried forward only to the extent

that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. AS-22 also describes that where an enterprise has unabsorbed depreciation or carry forward losses under tax laws, deferred tax should be recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will available against which such deferred tax assets can be realized.

Since there is no virtual certainty supported by convincing evidence for any future taxable income, deferred tax assets have not been recognized during the current year.

Note No:- 27

As per AS-28 ‘Impairment of Assets’ During the year, closing stock of finished products has been valued by including the estimated

amount of excise duty payable thereon, Rs 22.50 lacs as per the ICAI guidelines, However, this has no effect on the profit of the company for the year.


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Note No:- 28

1. Other Points

A. Earning per share

Particulars 2015 2014 Net Profit/(Loss) (576.63) 666.83 No of Equity Shares 12,619,434 12,619,434 Nominal value per Share 10 10 Basic Earnings per Share (4.57) 5.28 Diluted Earnings per share (4.57) 5.28 B. Guarantee, Counter Guarantee issued in favour of Bank are R.166.82 lacs (2014- Rs.166.82

lacs ) and in respect of Letter of Credit Rs.60 Lacs (2014-Rs.60 lacs ):

C. Total expenditure incurred on Research & Development during the year Rs. 0.26 lacs (2013- 14

Rs.0.72 Lacs)

D. Depreciation has not been provided for Allahabad Plants as the same has been closed since

March 2006 and due to wear and tear over the years they are presently unusable.

E. No Revenue recognition has been postponed during the current year

F. During the year, closing stock of finished products have been valued by including the estimated

amount of Excise Duty payable thereon Rs.22.50 lacs as per the ICAI guidelines, However, this

has no effect on the profit of the Company for the year.

G. Figures of previous year have been regrouped and rearranged wherever found necessary.

H. No Borrowing cost has been capitalized during the year

I. The names of SSI Units to whom Rs. 1.00 lac or more is outstanding for more than 30 days are

Varun Industries, Capricon Stypack (I) Pvt Ltd. and Bedi Enterprises. No interest has been

provided on these dues as the BIFR has declared it as a sick company.

J. Principal amounting to Rs. 1763.00 Lacs and Interest default was Rs 2174.00. Lacs during the

current year. (Last year Principal default was Rs.2908.00 lacs and Interest default was

Rs. 1724.50 Lacs).

k. Installed Capacity as on 31.03.2015 and Actual Production (Net of Breakages):

Particulars of Goods Unit of Quantity Year Installed Actual

Figured & Wired Glass

Lac Sq. Mtr. of

3mm Thickness 2015 99.00 56.40

-do-

(Rajahmundry) -do- 2014 99.00 67.01


85

Note No:- 29 Accounting Policies:

1. Fixed Assets: (a) Fixed Assets are shown at historical cost except for certain land, building and Plant and

Machinery, which are shown at revalued amount. (b) In respect of projects involving construction, related pre-operation expenses upto

commencement of production form part of the value of the assets capitalized 2. Depreciation:

(a) Depreciation is charged in the accounts under straight-line method at the rates specified in schedule XIV of the Companies Act, 1956.

(b) Depreciation on additions to/deductions from Fixed Assets during the year is charged on pro-rata basis from/upto the month in which the asset is available for use/disposal.

(c) Assets costing up to Rs. 5000/- are fully depreciated in the year of capitalization 3. Borrowing Cost

Borrowing cost attributable to the Fixed Assets during their construction are capitalized. Other borrowing costs are recognized as an expense in the period in which they are incurred.

4. Inventories:

(i) Raw material, fuel, packing materials and stores are valued at cost, on weighted average basis or market price whichever is lower.

(ii) Finished goods are valued at lower of cost or net realizable value. 5. Investment: Investments are intended for long-term and are carried at cost. Provision is made for

diminution, other than temporary, in the value of such investments.

6. Retirement Benefits:

Retirement benefits are dealt in the following manner: (a) Provident fund is accounted on accrual basis with contributions made to recognized fund. (b) Gratuity and superannuation liabilities are determined on the basis of actuarial valuations done

at the end of the year and accordingly contributions are made to recognized fund set-up for the purpose.

(c) Leave encashment benefit on retirement is determined on the basis of actuarial valuation and such liability is provided in the accounts.

7. Foreign Exchange transactions:

(a) Foreign Currency transactions are initially recorded at the rates of exchange ruling on the date of transaction.

(b) Foreign Currency Loans/Deposits/Liabilities are reported with reference to the rates of exchange ruling at the year end and the difference resulting from such translations as well as due to payment/ discharge of liabilities in foreign currency related to fixed assets / capital work-


86

in-progress is adjusted in their carrying cost and that related to current assets are recognized as revenue/expenditure during the year.

(c) Export Sales in Foreign Currency are accounted for at the exchange rate prevailing at the time of realization. Expenditure in Foreign Currency is accounted for at the Exchange Rate prevailing at the time of expenditure.

8. Income recognition

Sale of goods is recognized on dispatches to customers.

Interest is recognized on time proportion basis, dividend is recognized when right to

receive payment is established.

Place: Allahabad

Date: 30.10.2015

Signed in terms of our Report of even date On behalf of the Board

For AMIT RAY & CO.. Chartered Accountants

Sd/- Amitava Ray Mr.J. K. Agrawal Managing Director

(Partner) Mr.A. K. Dhawan Director Finance

(Membership No. 006947 Mrs. Jyoti Agarwal Director

F.R.NO.000483C Mr.Peeyush Kumar Kesharwani Director


87


R.O.: 1, Kanpur Road, Allahabad – 21101 Uttar Pradesh Tel: 0532 2407325 Fax: 0532-2407450

Email: [email protected] Website: www.triveniglassltd.com

CIN: L26101UP1971PLC003491 Attendance Slip

I/ We hereby record my/ our presence at the 44th Annual general Meeting of the Company being

held on Saturday 19th December 2015 at 11:00 AM at Hotel Allahabad Regency at 16, Tashkent

Marg, Civil Lines, Allahabad- 211001

Registered Folio No /DP-ID

& Client ID

Name & Address of the

Shareholder

Joint Shareholders

Details of Shares Held

Class of Share Number of Shares

Dated: Member’s / Proxy’s Signature Place:

Note : 1. Shareholder/Proxy desiring to attend the meeting is requested to bring his/her/their Attendance Slip duly filed in and signed, to the meeting hall and hand over at the entrance. 2. Shareholder/Proxy desiring to attend the meeting is requested to bring his/her/their copy of the Annual Report for reference at the meeting. Note: Pl cut here and bring the above Attendance Slip to the meeting.

Electronic Voting Particulars

Evoting Start Date & Time Evoting End Date &Time

16th December 2015 from 9:00 AM 18th December 2015 till 5:00 PM




88

Form No. MGT-11 Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3)

of the Companies (Management and Administration) Rules, 2014]

CIN: L26101UP1971PLC003491 Name of the company: Triveni Glass Limited Registered office: 1, Kanpur Road, Allahabad – 21101 Uttar Pradesh

Name of the member (s): Registered address: E-mail Id: Folio No/ Client Id: DP ID:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1. Name: Address: E-mail Id: Signature: ……………., or failing him

2. Name: Address: E-mail Id: Signature:……………., or failing him

3. Name: Address: E-mail Id: Signature


89

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 44th Annual general meeting of the company, to be held on the 19th Day of December 2015 11:00 a.m.at Hotel Allahabad Regency 16, Tashkent Marg, Civil Lines, Allahabad- 211001 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolutions No.

1. To receive, consider and adopt the Balance Sheet as on 31st March’ 2015, the Profit & Loss

Account for the year ended on that date and Report of the Directors and to receive Report

of the Auditors.

Y/N

2. To re-appoint M/s Amit Ray & Co. as the Statutory Auditor of the Company from the

conclusion of this Annual General Meeting till the Conclusion of next Annual General

Meeting.

Y/N

3. Appointment of Mrs Jyoti Agrawal

Y/N

4. Ratification of cost auditors’ remuneration

Y/N

Signed this…… day of……… 2015

Signature of shareholder Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Revenue Stamp


90

Allahabad Junction to Hotel Allahabad Regency at 16, Tashkent Marg, Allahabad -

211001 venue of 44th Annual general Meeting of ‘Triveni Glass Limited

Annual Report 2015

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