Asahi Glass 2019 PDF
Asahi Glass 2019 PDF
Asahi Glass 2019 PDF
Ready
34th annual report 2018-19
Business Overview
Seeing through
the report
Corporate Overview Caution regarding Forward-Looking Statements
Chairman’s message 02 This Annual Report contains forward-looking statements, which may be
identified by their use of words like ‘plan’, ‘expect’, ‘will’, ‘anticipate’, ‘believe’, ‘intend’,
Being future ready – Focus 05 ‘project’, ‘estimate’, or other words of similar meaning. All statements that address
expectations or projections about the future, including but not limited to statements
Future – forward 10
about the Company’s strategy for growth, product development, market position,
Q&A with MD & CEO 28 expenditures and financial results, are forward-looking statements.
Pan-India Network 30 Forward-looking statements are based on certain assumptions and expectations
of future events. The Company cannot guarantee that these assumptions and
Performance Highlights 31 expectations are accurate or will be realized. The Company’s actual results,
Building Communities for tomorrow 32 performances or achievements could thus differ materially from those projected in
any such forward-looking statements. The Company assumes no responsibility to
Corporate Information 36 publicly amend, modify or revise any forward-looking statements, on the basis of
any subsequent developments, information or events. The Company has sourced
the industry information from the publicly available sources and has not verified
Statutory Reports those information independently.
Financial Statements
Independent Auditors’ Report (Standalone) 79
AIS – Financials (Standalone) 86
Statement related to Subsidiaries /
Associate Companies / Joint Ventures 124
Independent Auditors’ Report (Consolidated) 125 Online version of the annual report
AIS – Financials (Consolidated) 130 can be viewed at: www.aisglass.com
Led by its technologically empowered business systems and processes, AIS is continually expanding its portfolio of
energy-efficient and environment-friendly products to continue to provide a more sustainable and long-lasting value
proposition for all its stakeholders. It is judiciously investing in the present to shape the future, to make it a better place
for all of us.
Chairman’s Message
Dear Shareholders,
Being Future Ready means setting a vision and execution plan,
which is the cornerstone of long-term sustainable growth for
any company. For an organization designed for tomorrow,
it is important to have the ability to see ahead of time and
be ready to leverage future opportunities. It is equally
important to be equipped with the capability to act upon
those opportunities, through continuous augmentation of a
progressive PDCA cycle.
At AIS, we are continuously strengthening our business model growth, to post consolidated revenue at ` 2,931.91 crores for
to be Future Ready. We strongly believe that to be future ready FY 2018-19, against ` 2,703.35 crores in the previous fiscal. Net
a company needs to have a futuristic vision, customer centricity, profit before tax increased from ` 268.66 crores to ` 280.39 crores,
focused PDCA management, timely investment in technology while EBIDTA went up from ` 487.17 crores to ` 534.12 crores in
and management dedication. Also these ingredients are not the same period. Net profit after tax also correspondingly went
available “off the shelf” to any company, but are created and up from ` 177.38 crores to ` 190.18 crores – an increase of 7.2%.
nurtured through years of focus and hard work and always
keeping customer’s interest at the center of any strategy and In view of the financial performance of AIS in FY 2018-19 and in
execution. line with AIS’s Dividend Policy, Board has recommended a final
dividend of ` 1.0 per share.
That the markets are continuously evolving and transforming
Despite the challenging environment, the automotive industry
was sharply brought out, within and outside India, during
posted growth during FY 2018-19. As per Society of Indian
FY 2018-19. The global economy witnessed turbulence in the UK
Automobile Manufacturers (SIAM), the industry produced
and the Euro region on account of multiple factors but growth
40,26,047 passenger vehicles and 11,12,176 commercial
in the US remained on track at the back of fiscal stimuli. Asia and
vehicles in FY 2018-19 as compared with 40,20,267 and 8,95,448
the Pacific continued to be among the world’s fastest-growing
respectively in FY 2017-18. Overall automobile exports grew
regions, enabling global GDP to stay within the FY 2017-18
by a significant 9.6% during the year. With 77% market share in
range, at 3.6%.
Passenger vehicles segment, AIS continued to remain a leader in
this segment.
The Indian economy showed deceleration owing to multiple
headwinds, with declining growth of private consumption and The auto industry aspires to triple in size by 2026, with the
muted exports which triggered a slowdown. Indian GDP growth pace of infrastructure development supporting growth. These
closed the year at 7.1%. However, the IMF World Economic could be definitive tailwinds for Indian Automotive Component
Outlook report, released in April 2019, has projected growth Industries thereby providing AIS with huge opportunities in
pick-up to 7.3% in CY 2019 and 7.5% in CY 2020. the future. As a leading player in the auto glass segment, we
stand strategically poised to harness the opportunity on the
It is heartening to note that despite the challenging macro strength of our visionary focus, innovation edge, strong product
environment, AIS continued to stay on track with profitable capabilities and extreme customer centricity.
02 |
Net profit before tax increased from ` 268.66 crores to
` 280.39 crores,
while EBIDTA went up from ` 487.17 crores to
` 534.12 crores
Fast-paced developments in the Indian construction and As part of our CSR focus, we continue to engage in education,
real estate industry, driven by demand for housing and retail skill development and training of youth in and around villages of
construction, also continue to propel demand for architectural Bawal, Gujarat and Roorkee, we shall continue to invest in their
glass. Despite a slowdown in the realty sector post RERA and development, going forward.
GST, growth in the segment has remained buoyant mainly for
the large organized players, who are clearly benefiting from the During the year, Mr. Eisuke Shiozaki and Mr. Gautam Thapar
policy reforms. this augurs well for AIS. resigned from the Board of Directors. I sincerely thank
Mr. Shiozaki and Mr. Thapar for their valued contribution to
Recent years have seen an increasing demand for improving and AIS as Directors. I also warmly welcome Mr. Yoji Taguchi, on the
better aesthetics in commercial complexes, which has further Board of AIS. I am sure his rich experience and expertize will add
fueled growth of the use of high performance glass in this immense value to our Company.
segment. Growing environmental awareness is also boosting
demand for high performance glass used across segments, The future growth prospects are clearly positive and AIS, with
with all customers, developers, architects, consultants seeking its future-readiness, is fully geared to make the most of the
energy saving products and replacing artificial light in offices burgeoning potential. The future, we believe, is beckoning us
and residential complexes with glass that brings in sunlight. with its expanding bouquet of exciting new possibilities and we
increase in urbanization, strong housing demand, thrust towards are ready to unleash the full potential of our strengths to harness
affordable housings, impact of regulatory norms/codes, use of the same.
higher value-added glass, aesthetics and growing love for glass
in our everyday life, will ensure healthy growth of architectural On behalf of the Board, I would like to thank all our stakeholders,
glass market in future. As a customer-centric, future-ready including our customers, employees, partners, suppliers,
organization, AIS continues to invest in the expansion of its shareholders, policy makers and the communities around our
capacities and capabilities, to be ready to meet future demands. various manufacturing facilities for their continued support to
AIS in FY 2018-19. We continue to look forward for your support
Our on-going expansion into Gujarat with our 5th automotive and encouragement in the coming years as well.
plant, as well as our new sub-assembly unit at Andhra Pradesh
shall ensure adequate capacities are available at strategic With Best Regards
locations to meet future demand. Cognizant of the role of our B. M. Labroo
people in the realization of this goal, we shall continue to invest Chairman
in their progression through various learning and development
initiatives aimed at their empowerment. In this journey, we
shall also remain focused on enabling the progress of the
communities around which we work, through our CSR charter.
77%
Share in passenger car
industry
04 |
Being future Ready – Focus
The SBUs are driven by a synergistic inter-play of world-class Regular investment in capacity and capability further propels
quality and high-end innovation. AIS’s business scale and reach, as it surges towards the realization
Its transformation from being a mere manufacturer of quality of its sustainable business growth plans. A robust network of
glass to becoming the best-in-class glass solutions provider is distribution channels is another vital engine of its business
guided by its digital and technological prowess, which is led by strategy, which is aligned with the AIS commitment to deliver
its in-house research and development team. more value for the new-age customer and other stakeholders.
06 |
Consumer Glass
Manufacturing Prowess
From a single-location manufacturing company, AIS has
expanded into an organization with multiple production and
assembling facilities across India. It has four state-of-the-art
production facilities, strategically located in proximity to
its customers’ manufacturing facilities, thereby ensuring
seamless service and effective delivery of quality products.
AIS’s plants are optimally automated and deploy the most
modern shop floor practices.
Quality Credentials
The AIS products adhere to stringent global standards of quality Roorkee Taloja
(Uttarakhand) (Maharashtra)
and certifications include:
• ISO 9001: 2008,
TS 16949: 2009 and for Quality Management
Bawal Chennai Patan
Systems (Haryana) (Gujarat)
(Tamil Nadu)
• OHSAS 18001: 2007 for Occupational Health & Safety Upcoming
Management
• IS 2553 Part 1 Certification for Safety Glass
• IS 2553 Part 2 (Temp) for Safety glass — Specification Part 2
For road transport These plants help AIS cater efficaciously to the needs of
• ECE Marking (Cat I, II and III) for Automotive Regulations customers all over India and across Europe, the Middle East,
SAARC countries and the South East Asian countries.
08 |
Glass is a product that allows endless possibilities for a
“connected world”. Its a delight for the designer as well
as engineer. Its physical and chemical properties makes
glass amenable to a host of visual and communication
technologies. Glass is Future Ready - and so is AIS.
Future – forward
AIS is powering its transformation to align with this change. It is In this business transformation, AIS is navigated by its strong ability
creating exciting new blends of aesthetic appeal and sustainable to decode the new-age consumer’s need for attractive, smarter
features, to create glass products and solutions that are designed and technologically more evolved glass products. It is, at the same
to bring the future closer. time, led by its deep insights into the consumer’s growing desire
for sustainable and environment-friendly glass solutions.
10 |
Leveraging sustainability to sustain the future
With the growing global environmental concerns translating
into increased focus on creating a cleaner, greener and healthier
eco-system for the future, AIS has also intensified its commitment
to making its products and processes more sustainable.
The other initiatives of the year – the Dark Green UV Cut glass
for Auto, the re-introduction of AIS Mirror and introduction of
Aluminium range under AIS Windows – were also in tandem with
AIS’s focus on creating a value proposition designed to meet the
needs of tomorrow’s consumers.
Leading the way into the future The Company’s forward-looking business
Sizzling Indian summers demand revolutionary interventions
to make a vehicle ride comfortable. With the introduction
model is also propelling its growth in
of Dark Green UV Cut Glass in the Auto segment, AIS has the international markets and it was
inspired a future of comfort and sustainability. successful in expanding its footprint to
the USA market during the year.
Sliding Window for Buses & Trucks and the Bullet Resistant
Glass are the other product forays of FY 2018-19, that promise
to bring the future closer home for the Company’s OEM
Agility to adapt quickly and effectively to new technologies,
customers, who are increasingly looking for value-added
with a high level of quality quotient, has made AIS the leader
glazing solutions for their feature-rich products.
in creating breakthrough products. As a market leader,
The recently launched IGU for Metro and Railways, available AIS holds a dominant position in the Indian Automobile
in a large range of tint and value addition, is designed to industry, which it has serviced for over three decades with
reduce heat build-up in summer and heat loss in winter. It its robust in-house development capabilities and innovation
lowers UV transmission & noise penetration, while improving expertise.
safety and security.
The preferred partner for both global and domestic OEMs, AIS
Auto holds 77% market share in the Indian passenger car glass
market. Now AIS’s products for commercial vehicles (trucks and
To further boost its commercial vehicle buses), railways, city trains, tractors and off-highways are also
product proposition, AIS is regularly finding increasing traction.
adding products for “off highway”,
With sustained focus on powering cost and operational
tractors, earthmoving equipment and efficiencies, targeted at the development of energy-efficient and
city trains, leading to expansion of its environment-friendly products, AIS is continuously investing in
footprints in this segment. empowering its processes with new technologies.
12 |
Progressing together into the future
Among the major OEMs with whom AIS is partnering future
future is Green growth in the Automotive segment are:
AIS Dark Green UV Cut Glass
In its vision of the future, AIS sees Green as the most
appealing and attractive colour for the Indian automobile
industry. Given that summer temperatures in India range
between 35 to 45 degrees Celsius and even go beyond
45 degrees in extreme conditions there is a need for
innovative solution to provide passenger comfort without
compromizing fuel efficiency.
Apart from reducing the thermal load inside the
cabin, minimizing temperature by several degrees, the
revolutionary Dark Green UV Cut glass product launched by
AIS also eliminates UV radiation by more than 80%.
• It perfectly complies with the Indian regulation for light
transmission of 50% for sidelites.
• This product provides a lifetime solution as opposed to
sun-control films, whose use is banned in India.
• Certified by Skin Care Foundation, this glass is seen to
reduce air conditioning load about 10-15%, thereby
reducing load on compressor.
Laminated Windshields
Tempered Glass for Sidelites and Backlites
Defogger Glass
Glass Antenna
Encapsulated Glass
Solar Control Glass
IR Cut Glass
UV Cut Glass
Dark Green UV Cut Glass
Flush Fitting Glass
14 |
Rain Sensor Windshield
Wiper Heated Windshield
Glass with assembly
Privacy Glass
Acoustic Windshield
IR Cut and Acoustic Windshield
Sliding window for Buses and Trucks
Thinner Glazing (2+1.8mm, 2+1.6mm, 2.8mm)
Bullet Resistant Glass
IGU for Metro and Railways
16 |
AIS’s dicision to restore AIS Clear Mirror in the North Zone and to revive Getting more sensitive to the future
AIS Bronze Mirror, was also rooted in its philosophy to provide 360 AIS’s powerful combination of knowledge, expertise and
degree product bouquet to its customers. To address the consumer experience has positioned it ideally to craft glass products that can
aspiration for improved aesthetics, AIS launched six new shades in give a new interpretation to space and a new meaning to lifestyle.
the AIS Décor Shades portfolio, taking the total number to 16. AIS Architectural SBU is delivering best-in-class offerings to
AIS’s customer profile spans automotive address the needs of the modern consumers, architects, builders,
OEM’s manufacturers, processors, distributors, consultants, fabricators and interior designers. Its customer
dealers, channel partners, institutional clients profile spans automotive safety glass manufacturers, processors,
etc., whom it services through its extensive distributors, dealers, channel partners, institutional clients etc.,
network of whom it services through its extensive network of 4 Zonal offices
1,238 distributors Reflecting its growing sensitivity to future needs, AIS further
expanded its Ecosense range of high performance glass giving
more options to architects to design modern building without
any compromize on sustainability products.
Solar Enhance:
control Nimbus, Harmony, Serene, Oasis
18 |
An expanding product portfolio
Float Glass
• AIS Clear™ - Clear Float Glass
• AIS Tinted™ - Heat Absorbing Glass
Retrofit Solutions
• AIS ReNew®
With its extensive research into the evolving consumer trends and AIS Windows, however, is just one part of the Company’s
needs, AIS has opened new windows for customers, to transport Consumer SBU story, which continues to grow year after year, as it
them into the world of their dreams with its advanced range of moves pro-actively towards new consumer-facing solutions. AIS is
doors and windows. AIS Windows brings end-to-end 360-degree now moving beyond manufacturing, supplying and installation of
solutions viz. design, consultation, glass and frame selection to glass products to providing consultation-led customized solutions
installation, to customers, with the materials of their choice. to the end-customer.
20 |
Powering the consumer The AIS Consumer Glass SBU caters to consumer needs across its
consumers today are much more aware, searching for offerings Automotive and Architectural businesses through:
that are aligned to their personal taste in their living and work GLASXPERTS
spaces. The modern consumer seeks innovation – a need that AIS India’s first organized glass design and installation service for
is well equipped to deliver with its pioneering spirit. ultra HNI and HNI segment, GlasXperts is a one-stop 360-degree
solutions provider for the new-age consumer seeking modern,
AIS’s decision to establish ‘Consumer Glass’ as a separate SBU eco-sensitive aesthetics. It is designed to meet the needs of
consumers looking for the complete range of world-class, high
was inspired by this changing consumer desire. This SBU brings
quality, branded glass products, fittings and systems, with
together diverse AIS portfolios to the end-user’s doorstep, assured safety and hassle-free service, under one roof. GlasXperts
providing consumer-centric solutions through strong design integrates its specialized glass knowledge in design, selection
and execution skills. and installation of glass in homes, to create exciting new life
spaces for work in offices and commercial establishments.
As in other SBUs, technology spearheads its business proposition
in Consumer Glass too, enabling AIS to establish itself as a market AIS has developed an after-market
leader within a short span of time. AIS’s growing footprint in this distribution model for hundreds of dealers
business stands testimony to the success of its strategic focus and and retailers across India, supplying
the increasing consumer popularity of its services. to them automotive safety glass and
sealants, through its associates, AIS
distribution Services limited (AdSl) and
AIS Adhesives limited (AIA) respectively.
Windshield Experts
India’s #1 automotive glass repair & replacement service, Windshield
Experts is focused on delivering timely and prompt service to
customers. Led by `Repair First’ philosophy, it is an ISO 9001:2015,
certified company, conforming to the requirements of the quality
management system.
AIS Windows
A new extension of the Company’s consumer value proposition,
AIS Windows offers end-to-end 360-degree solutions viz. design,
consultation, glass and frame selection to installation to
customers. Blending materials of the customer’s choice, it
offers them high-end product and hardware fittings in uPVC,
aluminium and wood.
Noise
Burglar-resistant Solar control
cancelling
windows windows
windows
end-to-end
360-degree solutions
viz. design, consultation, glass and frame
selection to installation to customers.
22 |
Annual Report 2018-19 | 23
Business Overview
With digitalization emerging as the new way of life for the smart customer,
AIS is aggressively enhancing its digital proposition to improve customer
interface and experience.
FY 2018-19 saw the launch of the following apps to deepen Key Features
engagement with the new-age customer.
Toggle between different patterns for each colour and
shade across all the three great AIS products: AIS Opal, AIS
AIS World of Shades Opal Trendz & AIS Décor.
This Virtual Reality app helps customers visualize Navigate and switch between different interior and exterior
the perfect glass colour scheme for their homes or zones of different spaces.
offices from the comfort of their smartphones, using
Visualize AIS glass from different angles or sections of the
virtual reality. The colour choice can be made across
building.
the AIS solar control and heat reflective glass, namely
AIS Opal, AIS Opal Trendz (India’s only patterned Scroll through variants and shades by directing your gaze
heat-reflective glass brand) and AIS Sunshield. from one option to the next.
Navigate and explore any area of your choice.
The app also helps in visualizing the AIS Décor
range of lacquered glass that is suitable for a range Switch to the 360-degree view at any time to view different
of contemporary interior applications. A VR headset solutions on phone itself.
helps in getting a comprehensive view of the
building with coloured glass.
AIS Virtual World – VR app
The app, which can be navigated and switched This unique Virtual Reality app is a virtual villa of
between different zones in the building, is available AIS’s innovative glass solutions, taking customers
in three interactive modes: through an immersive tour. A realistic and interactive
experience, it gives the user the freedom to explore
the glass solutions and applications in a 360-degree
environment.
Web
360-Degree The app functions by:
Version
Mobile mode
– VR
Providing high quality of artistic detail and multiple points
of interactivity, which can be viewed on a mobile platform
through VR gear or google cardboard.
Showcasing the value proposition through a physical demo,
Virtual Reality which may be otherwise difficult due to any logistics-led
(Works with constraints.
VR Gear)
Using this app, customers can test the glass solutions in a
virtual environment, where they can find all information on
performance and quality of the product/solution.
24 |
AIS Glass Simulator AIS World of Glass
This app brings the right glazing solution to the A showcase of the Company’s diverse products,
customer’s fingertip, giving them the ability to this app is an experiential zone for customers,
choose an ideal energy-efficient glass solution allowing them to exhilarating experience two key
for their architecture. Available on both Android functional benefits – Privacy and Security – provided
and IOS app stores, it helps in the creation of by glass. It includes interactive demonstration of
energy-efficient spaces by scrutinizing various AIS Swytchglas, Glass with Integrated Blinds, AIS
parameters to suggest the best energy-efficient Stronglas, AIS Securityglas, etc., with provision for sharing
glass solution. These parameters include: feedback/requirements. Based on requirements
shared, the AIS team connects with customers to offer
the best solutions in glass.
Location of Building
the building shape and size
The showcase of solutions spans diverse applications, spanning:
Orientation,
Solutions in Glass: The products have been categorized
Geography of
wind-load, etc. based on the functional solutions provided, namely
the location
of the building – Acoustic, Privacy, Safety & Security, Aesthetic and
Energy-efficiency solutions.
Working as a personal glass consultant from the palm of the hand,
it helps in saving time, effort and money, while simultaneously
Solutions for Windows: Showcase of complete door and
providing the best glass solutions for the living or working space. window solutions in uPVC and wood.
Some of the exciting features of the app include an Energy
Specialized applications: Display of innovative and
Simulator, as well as a Project Showcase, to help users see all the
specialized glass applications, such as glass staircases,
eminent projects that have employed AIS glass, as well a section
infinity swimming pool, skylights, canopies, gazebos etc.
that showcases AIS product catalogue.
Follow Us:
Digital Campaigns
The AIS future-driven business strategy spans the entire gamut of consumer needs, beginning with sensitization and awareness
creation. AIS ran a series of digital campaigns during FY 2018-19 to reach out to existing and prospective customers, at an emotive
level that connects with their future aspirations. These digital masterpieces enable the customers to virtually feel AIS products on their
building facades and interiors, to help them make informed purchase decisions.
AIS Renew - Retrofitting Solutions Video Video on Malpractices in the glass industry
https://youtu.be/EAo6qe-FLsI https://www.youtube.com/watch?v=pWqbZBMI8zc
26 |
Getting Future Ready – Our People
‘Award for Talent Management’ by Award for North India Best Employer A
ward for HR Branding, by Creating
Asia Pacific HRM Congress & Awards Brand 2018 - 21st Dec’18 Values - 20th Dec’18
5th Sep’18
CII National HR Circle Competition – 29th Sep’18 (Maximum awards by any participant)
1. Award for Most Effective Recruitment, Engagement & Innovation
2. Retention Strategy, Employee Relations and Employee Engagement
3. Management of Change and Excellence in HRM
Q1. How do you see AIS performance during FY 2018-19? our shop floor performance to drive maximum efficiencies
with improvement in quality. This is the DNA of AIS –
FY 2018-19 was a diabolical year. While every plan was
continuous improvement in a PDCA manner - by external and
adjusted upwards for every month in the first half, the
internal benchmarking, gap analysis and a plan to close the
reverse occurred in the second half – from a small miss to
gaps in a time bound manner. I am proud to state that today,
record dropping drops. I am still not clear what caused it
our shop floor operations are among the best in the world,
but clearly the squeeze on liquidity brought on by an NBFC
especially when weighed with optimal costs and international
default was the first stone of the avalanche. Other factors
quality. The slow-down in the industry gave us a chance to
like overproduction at wholesale despite signs of weakness
implement much deeper improvements in all areas of shop
at retail, an anxiety about consumption with an important
floor operations e.g. – retrofits of critical machines to improve
national election on the horizon are also contributing factors
output and quality, additional maintenance, training and
but clearly in today’s 24/7 world the feedback loops, the starts
safety related activities. We are also working on an ambitious
of the virtuous and vicious cycles, the soaring and weakening
program for “eco-manufacturing” across our plants. We remain
animal spirits are much quicker and more pronounced. As
committed to the dream of “Quality of Japan at Cost of India”.
we face the effects of a painful contraction today, I remain
hopeful, with a steady hand at the national helm, and a few At AIS, we constantly monitor changing consumer
policies to be implemented, India will move back to growth requirements and provide them with an array of high
quicker than what may be the current lament. performance glass products and solutions. Therefore, despite
the market slowdown, work continues in full swing at our
India’s auto industry sales grew by 6.4 % against last year. But
greenfield plant in Gujarat. It is going to be a state-of-the-art
growth in passenger vehicles was muted to 2.7% only, while
automotive glass plant with world-class technologies and
commercial vehicles witnessed a growth of 17.55%. Since the
many unique features. We have also just commissioned
beginning of Q3 FY 2018-19, there was an unprecedented
our brownfield expansion of new truck and bus furnace at
decline in demand for automotive and the industry is battling
Chennai. We are also setting up a new sub-assembly unit at
its worst crisis ever in the last 2 decades. The construction Anantapur (Andhra Pradesh) to cater more effectively to the
industry grew by 10% albeit with a higher growth rate in high future demand of our newest customer – KIA motors. Besides,
performance products. our investments in LCAs (Low Cost Automation), specialised
Amidst this backdrop, AIS continued to stay on track tooling, R&D, new product development, new machine
with profitable growth posting consolidated turnover of development continue relentlessly.
` 2,931.91 crores for FY 2018-19 - a growth of more than 8% In the architectural glass SBU, we continued our improvement
over FY 2017-18. While EBIDTA grew from ` 487.17 crores to activities with enhanced focus on manufacturing
` 534.12 crores in the same period, PBT went up to improvements, design of new products and operational cost
` 280.39 crores, against ` 268.66 crores in FY 2017-18. I optimisation. These initiatives led to a string of new product
strongly believe that this financial performance has been a launches during the year like Enhance Nimbus, Enhance
result of proactive steps taken much before to make our Oceanic Blue Plus, Exceed Auralia, Excel Marvel series &
business model robust. Exceed Vivid series, which were very well accepted by the
Q2. What were the key operational highlights of the year? market. The addition of six new shades to AIS Décor has given
How were these aligned with your key message of consumers a wider choice. With growing desire for aesthetics,
future-readiness? we are also expanding our decorative range and unveiled AIS
Sunshield Trendz range of architectural glass during the year
Operations remained smooth through the year and as per to transform living spaces.
plan. In the automotive glass SBU, we have implemented all
the special initiatives from Maruti Suzuki – like Zero Defect, We are also significantly investing in our digital assets and
Zero Accidents, Comprehensive Excellence Framework, with superior customer experience. At the heart of this strategy is our
great zeal and vigour. We also continued to further improve focus on raising the bar of customer experience by improving the
28 |
features of our products, while introducing new products to add sets and some critics observed that it was way too much
to her convenience. We have given them ease of choice with our capacity as the market back then was 40k. I had a deranged
recently launched mobile apps like “Virtual Reality”, “AIS World of quote at that time which went 40/40/40. From 40k to 40M in
Shades”, which lets them choose perfect glass solution to every 40Y. I was completely wrong – we will be may be 6-7 million
one of their architectural glass needs. “AIS Glass Simulator” is in 2025. But its been an amazing journey from 40K to 4M
another innovative app that allows our customers to choose the today. And everyone, even the sceptics, skept 10 million by
ideal energy efficient glass solution for their architecture from the 2030/35. I still believe India will match China – unfortunately
convenience of their hand-held devices. for a host of reasons beyond my paycheck – it will do so may
be 30 years later.
Q3. Your future-focused strategy necessitates continuous
expansion and growth AIS. How are you managing your The consolidation and reforms triggered in both the Auto
debt in this situation? and Realty sectors because of policy interventions such as
RERA, Euro VI, etc., coupled with the stabilisation of the GST
Our expansion and growth strategy is aligned to the
regime, are beginning to shape new opportunities. Quality
emerging opportunities of the future. This opportunity is led
by changing customer awareness about high performance, Companies like AIS are particularly well placed to make the
aesthetic, connected glass products and solutions, as well most of these opportunities, as evident in our performance
as Regulations around safety, energy consumption, light in FY 2018-19. Increased focus on energy-efficient products
weighting, acoustics and overall human well-being. and environment-friendly glass, in addition to the growing
aspiration for aesthetically pleasing and smart products,
We have continued with our expansion plans by investing about ` is driving a new level of customer convergence with our
1100 crores in the last 3 years. Our parameters for capex approval innovative products. This will continue to translate into
are extremely stringent with high threshold IRR as a prerequisite greater profitable growth for us. Regulations like BS VI, CAFÉ
for any capital investment undertaken with prudence, ensuring norms, NCAP etc. will only drive up demand through the
that no fiscal compromise is made to scale growth. automotive value chain where customers are looking at
safety, fuel efficiency and light weighting in a big way. In the
Due to the above investments and slow-down in the market, Auto sector, demand for both passenger and commercial
we closed our debt on 31st March 2019 at ` 1,644.04 crores, vehicles, as well as new and advanced components, is set to
which is higher than last year by ` 269.98 crores. However, go up as the evolving consumer aspiration for technologically
the mix has improved as compared to last year. Against smarter and environmentally friendly vehicles. The Realty
the backdrop of healthy internal accruals, I am confident sector is also witnessing a growing demand, at the back of
of managing debt, which is 3.08X of EBIDTA. Our long-term initiatives like ‘Housing for All’ and ‘Smart Cities Mission’, as
debt to equity ratio is 1.1, which is quite comfortable. This well as the opening up of various infrastructure sectors to
is important to monitor because the overall debt is slanted 100% FDI.
negatively due to excess working capital as we carry high
inventory for our value added production strategy. In a AIS has been working on pilot projects of “direct to
problem this can be reduced. consumer” model in a limited market segment, which are
showing encouraging signs. Though our investments in
We have repayments of about ` 200 crores this year, which
these pilots remain very small, but they could be scalable
can be managed from internal accruals. I expect debt levels to
models for the future.
subside in the near future. More importantly, the effective cost
of debt has been decreasing which is a good sign. We are driven by the relentless application of PDCA to
delight our customers. Only if we can do that everyday can
Q4. How you see AIS’s future outlook? What are your strategic
we remain relevant and profitable. Every team member of
plans to drive future growth?
AIS is imbued with this culture of deep and long lasting
I am a firm believer in the long-term India growth story. customer orientation. That is our main strategy and
When we started AIS in 1985, we put capacities for 100K car strength.
Pan-India network
5 Patan
Automotive Glass Plant 1 Roorkee
• Float Glass Plant
(Under Construction) • Automotive Glass Plant
• Architectural Glass Plant
1
2 3
6 Kadi
Automotive warehouse 4
2 Bawal
Automotive Glass Plant
cum Sub-Assembly
7 Mumbai (Taloja)
• Float Glass Plant
• Architectural 5
Glass Plant
• Automotive
6
Glass Plant
8 Pune
Automotive
warehouse cum 7
Sub-Assembly
8
3 New Delhi
Registered Office
9 Anantapur
Automotive warehouse
cum Sub-Assembly
(under construction)
9
4 Faridabad
uPVC Windows
10
10 Bengaluru
Automotive warehouse
11
cum Sub-Assembly
11 Chennai
Automotive Glass Plant
Note: For detailed addresses and contact numbers of all AIS’s locations (including AIS offices), please refer to last page.
* Map not to scale. For illustrative purposes only.
30 |
Performance Highlights Standalone
(` in Lakhs)
PARTICULARS FY 19* FY 18* FY 17* FY 16 FY 15 FY 14 FY 13 FY 12 FY 11 FY 10
Net Sales 285851 259050 230676 216799 205721 210508 191344 164574 151821 126273
Other Income 2050 2573 2995 612 1763 559 1076 1196 1667 3443
Net Revenue 287901 261623 233671 217411 207484 211067 192420 165770 153488 129716
Operating Profit (before OCI/ in FY 17 to FY 19)** 55432 50268 46267 44329 35141 29045 19409 20598 27253 25137
Interest 13454 12308 14376 14340 15933 16250 16915 14743 12780 12783
Depreciation 11526 9178 7617 10532 10718 13707 14857 12653 11837 12448
Profit/(Loss) Before Tax (before OCI in FY 17 to FY 19) 28834 28244 23658 15785 6368 (6262) (13959) (8675) 2631 (179)
Tax 9827 9709 8854 6058 1347 (2240) (4780) (2802) 1116 (302)
Profit/(Loss) After Tax (before OCI in FY 17 to FY 19) 19007 18535 14804 9727 5021 (4022) (9180) (5873) 1515 123
Paid-up Equity Capital 2431 2431 2431 2431 2431 2431 1599 1599 1599 1599
Advance against Share Application Money 0 0 0 0 0 0 5000
Reserve & Surplus # 122538 108531 92933 37523 29552 25021 5185 14364 20237 18848
Shareholders' Fund 124969 110962 95364 39954 31983 27452 11784 15963 21836 20447
Loans 163604 137141 121955 131642 141757 139501 154354 156186 153488 147063
Capital Employed 246592 248115 229247 165191 169684 162681 162879 170037 165082 162236
Net Fixed Assets 235589 197001 162143 115563 113746 116978 121362 128012 122366 122710
Net Current Assets 43644 46615 57557 48908 47111 35713 32640 36973 50504 41404
Earnings per share (`) 7.82 7.62 6.09 4.00 2.07 (1.96) (5.68) (3.67) 0.95 0.08
Cash Earnings per share (`) 14.07 12.91 11.02 9.45 6.47 3.06 0.56 2.49 8.71 7.67
PBDIT/Average Capital Employed (%) 22% 21% 23% 26% 21% 18% 12% 12% 17% 15%
ROACE (%) (PBIT /Average Capital Employed) 17% 17% 19% 18% 14% 6% 2% 4% 9% 7%
ROANW (%) (PAT /Average Net Worth) 16% 18% 22% 27% 17% -21% -66% -31% 7% 1%
PBDIT to Net Sales 19% 19% 20% 20% 17% 14% 10% 12% 18% 20%
Gross Block to Net Sales 76% 78% 67% 120% 121% 118% 125% 142% 136% 159%
Gross Block to PBDIT 3.93 4.00 3.32 5.85 7.10 8.56 12.37 11.31 7.60 7.98
- Previous year’s figures have been regrouped/rearranged, wherever found necessary, to make them comparable with those of current year.
- Capital employed is arrived after deducting capital work-in-progress and miscellaneous expenditure not written off.
* As per IND AS.
** Before extraordinary/exceptional items and exchange rate fluctuation loss.
# Exclusive of FCMITD A/c.
55,432
2,61,623
50,268
2,33,671
46,267
2,17,411
44,329
2,11,067
2,07,484
1,92,420
1,65,770
35,141
1,53,488
29,045
1,29,716
27,253
25,137
20,598
19,409
FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17* FY18* FY19* FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17* FY18* FY19*
19%
18%
17%
17%
95,364
14%
9%
39,954
31,983
7%
27,452
21,836
6%
20,447
15,963
11,784
4%
2%
FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17* FY18* FY19* FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17* FY18* FY19*
AIS believes that the future rests in inclusive progress of all and it has thus
developed a strong Corporate Social Responsibility (CSR) framework for
the welfare and upliftment of the communities around its manufacturing
facilities.
Bawal
Educating for progress
As part of its educational program in Bawal Block, the Company
is making educational services accessible and available for the
underprivileged students, thus bridging the gap between them
and their urban counterparts.
School Bus Services
The launch of the school buses has benefited a total of 7,440
girls so far, with five buses running in double shift. During
FY 2018-19, the school bus service was availed by 475 girls from
37 villages to access Government Girls Senior Secondary School
School Bus Services
Bawal, enabling them to complete their secondary and higher
secondary education. As many as 140 new admissions were
made in class 9 & 11 due to this service. The educational status
of the girls has improved by almost 70% in the villages where 3-5 years). 55% of the beneficiaries in the last 2 years restarted
school bus is operational. their education and undertook professional courses.
AIS Unnati Centers for Remedial Education Computer Education and Digital Literacy Program
The AIS Unnati Education Centers help in supporting rural girls A partnership has been developed with NIIT Foundation for
from underprivileged backgrounds to complete their school providing professional certification to the youth undergoing
education, by providing drop-out and remedial educational the computer course. During the year, the program reached
support and helping them appear for qualifying examinations. out to 249 youth (99 Boys & 150 Girls). A total of 1,411 youth
762 (300 Boys & 462 Girls) students are currently accessing the have benefited since the inception of the computer program.
tutorial facilities across 22 AIS Unnati Centers. Over the past More than 25 graduated students are working in the field of
13 years, the program has provided tutorial support to over computers professionally and are financially independent now.
5,345 students. Almost 90% of the students enroll themselves A new AIS Unnati Computer Center for Girls was started at
for further education (more than 65% of the students enrolled Nangal Shahbazpur where 30 girls are being provided with the
are girls). Teachers provide concept-based learning through opportunity to learn computers within their village premises and
experiments and other interactive techniques. 42 girls have enrolled in the digital literacy class for the next batch.
AIS Unnati Centre for Drop-Out Education AIS Unnati – Tailoring & Sewing
A total of 1,594 students have been benefited by the During the year, a total of 105 women/girls successfully completed
drop-out unit since 2006. 55% of the beneficiaries in the last the course. Apart from sewing and tailoring, embroidery and
2 years resumed their education and undertook professional basic knitting were also included in the training program so
courses. in FY 2018-19, a total of 159 youth (71 Boys & 88 Girls) that the beneficiaries could utilize these skills in increasing their
were enrolled at the drop-out centers. Open school registration earning capacity. This program helped augment their savings by
fees for 124 students was sponsored under the AIS ICDP grant. almost 50% as they no longer have to depend on outside support
The drop-out students appear for class 10 examination through for sewing and stitching. Six beneficiaries have opened their own
Haryana Open Schooling System. 45% students cleared class 10 sewing shops and the others are doing the sewing work from
(these students had been out of touch with studies for almost home.
32 |
Wash Program
This key intervention initiative is aimed at ensuring clean water
and toilet facilities for the people.
Roorkee
Taking Education forward enterprise or activities, or expansion of the existing enterprise
The AIS educational initiatives in Roorkee are also helping or activity. Over a period of 10 years, approximately ` 352.96
empower people for future development. lakhs of the cumulative amount has been given as loan to
2,918 women for starting their enterprise or income generation
School Bus Service
activity. An amount of ` 49.85 lakhs was distributed among 228
Over the last 11 years, 1,350 girls from 12 villages have used
entrepreneurs in FY 2018-19.
school bus for attending school. Currently, 150 girls from 8
villages are availing this service to commute to the Government
Enterprise Development
Girls Inter College.
AIS-ICDP aims to contribute to greater gender equality, as
Remedial Education well as to more job creation and economic development of
A total of 140 girls (these Centers are only for girls) from 12 women. During FY 2018-19, a total of 289 new enterprises were
neighbouring villages access these centers. The centers provide established by the self-help group members. Total of 3,408
a non-threatening space to the students, where they learn and enterprises have been established.
clear their doubts regarding the difficult school subjects.
Adult Literacy Program
Drop out Education Centre AIS is currently running adult education centers at 11 project
In partnership with NIOS (which provides study material and
villages. Of these, two centers have completed their 18-month
study center, the AIS drop out education centers provided
curriculum. Around 300 women are enrolled in the programs
educational support to 38 girls to appear for class 10 examination
and 61% of the learners are in the age group of 30-50 years.
during the year. 67 dropout girls and women are receiving tuition
Apart from reading & writing and basic numeracy, functional
support. 107 girls are getting remedial education support.
100% students received mentor support and career counseling. literacy was also added this year, which enabled learners to use
Average marks scored by remedial program girls in their high mobile, ATM, withdrawing and depositing money in bank, using
school exams was 12% - higher than that of Uttarakhand Board. calculator, reading calendar etc.
34 |
Training of Community Resource Persons (CRPs) Exposure Visits
Two training programs were organized to enhance the capacity Exposure Visit to Successful SHG Federations (Village
of the community resource persons to help them understand
Organizations)
their roles and responsibilities as a CRP. Nine community
Two exposure visits of 12 & 10 members were organized for the
resource persons (CRPs) were deployed in the field to support
representatives of the village organizations, to introduce them
the project staff in strengthening the self-help groups. CRPs
to the functioning and documentation of their VOs. Members
not only improved the record-keeping of the SHGs but also
ensured their timely meetings. This reduced the workload from visited Rajiv Gandhi Mahila Vikas Pariyojna to observe and
the field staff, who could now focus on groups that were not understand the functioning of the village organizations.
functioning.
Exposure Visits to National Dairy Research Institute (NDRI),
Accounts Training for the Women Entrepreneurs Karnal
During the year, two training programs were organized to build Two exposure visits were organized for the women cattle
the capacity of women entrepreneurs in account-keeping. owners to Artificial Insemination Centre, to teach them
The trainees learned to manage the accounts of their income about the best practices in cattle rearing and importance
generation activity and types of records to be maintained for of breed improvement through artificial insemination. The
a business entity. The training also covers the basic necessity team observed the rearing of milking animals, their fodder,
of starting an enterprise, SWoT analysis of the business and diet, milking techniques, nutrition requirement and general
understanding the concept of cost and price. In the training, 34 awareness. A team of 36 women visited National Dairy Research
women entrepreneurs from different SHGs honed their skill in Institute (NDRI), Karnal. The scientists of Krishi Vigyan Kendra
account maintenance. also conducted a question-answer session, where the women
were able to clear their doubts and confusions about cattle
Enterprise Management Training to Women Entrepreneurs rearing. The team of women observed various varieties of cows
Two-day enterprise management training was organized for the and their milking procedure.
beneficiaries who own cattle. The participants were trained in
best practices involved in taking care of milch cattle, cattle feed Exposure visits for Women Entrepreneurs
making, identifying breeds of cattle, symptoms of heatstroke in During the year, eight exposure visits were organized for the
milch cattle and importance of artificial insemination (AI). A day-
women entrepreneurs and SHG members to introduce them to
long training program was organized for women entrepreneurs
various options of income-generating activities.
running beauty parlours, where they were introduced to
different processes and intricacies involved in bridal make-up, • Group of 16 women visited fishery, tent house work and
facial, threading, pedicure, manicure, hair cutting etc. paper-plate production units. The women learnt about
calculation of the cost-benefit ratio and efficacy of the
Tailoring and Embroidery enterprises.
Four batches of Tailoring and Embroidery Training, comprising
120 girls, completed their course. The tailoring and • Group of 12 women visited paper bowl and plate enterprise,
embroidery center was operational in three project villages. tailoring center and petty shop run by women entrepreneurs.
The girls learned to stitch ladies’ garments and embroidery
work with fashion machines (suits, blouses, petticoats, • Group of 20 women visited to observe the process of making
frocks, gents’ pajamas and flower-making on garments). This of LED bulbs, technical knowhow of making the bulbs, took
year, graduating learners were given training on Start Your note of the raw material required and costing of a finished
Business (SYB), which covers the basic necessity of starting an product. The group also visited an AC and Electric appliances
enterprise, SWAT analysis of the business and understanding repairing and fitter unit.
the concept of cost and price. The training gave the girls a
clear understanding of the challenges faced in starting an • Group of 31 women visited fishery, poultry enterprises and
enterprise and the methods which would help them run an other SHG engaged in cattle feed making, milk collection and
enterprise in an effective manner. selling.
Corporate Information
Board of Directors Board Committees
♦ Mr. B. M. Labroo Audit Committee Corporate Social
Chairman ♦ Mr. Rahul Rana Responsibility Committee
♦ Mr. Sanjay Labroo Chairman ♦ Mr. G. S. Talwar
Managing Director & C.E.O. Chairman
♦ Mr. Gautam Thapar
♦ Mr. Satoshi Ogata Member** ♦ Mr. B. M. Labroo
Dy. Managing Director & C.T.O. (Auto) Member
♦ Ms. Shradha Suri
♦ Mr. Eisuke Shiozaki Member ♦ Mr. Sanjay Labroo
Director* Member
Nomination & Remuneration
♦ Mr. Gautam Thapar Committee
Director** ♦ Mr. Gautam Thapar
♦ Mr. Shailesh Agarwal
♦ Mr. Gurvirendra Singh Talwar Chairman**
Executive Director &
Director ♦ Mr. B. M. Labroo Chief Financial Officer
♦ Mr. Masahiro Takeda Member
Director ♦ Mr. Rahul Rana ♦ Mr. Gopal Ganatra
♦ Mr. Rahul Rana Member Executive Director
Director General Counsel & Company Secretary
Stakeholders’ Relationship
♦ Dr. Satoshi Ishizuka
Committee
Director Statutory Auditors
♦ Mr. B. M. Labroo
♦ V S S A & Associates
♦ Ms. Shradha Suri Chairman
Chartered Accountants
Director
♦ Mr. Satoshi Ogata
Member
♦ Mr. Sanjay Labroo
Member
* Resigned w.e.f. 22nd May, 2019
** Resigned w.e.f. 23rd May, 2019
Offices Bankers
Registered Office Corporate Office ♦ Axis Bank Ltd.
Unit No. 203 to 208, Global Business Park, Tower - B, ♦ Bank of Baroda
Tribhuwan Complex, 5th, 6th & 8th Floor, ♦ DBS Bank India Ltd.
Ishwar Nagar, Mehrauli-Gurugram Road, ♦ HDFC Bank Ltd.
Mathura Road, New Delhi - 110065 Gurugram - 122 002 (India) ♦ ICICI Bank Ltd.
Tel: (011) 49454900 Tel: +91 124 4062212-19 ♦ IDFC First Bank Ltd.
Fax: (011) 49454970 Fax: +91 124 4062244-88 ♦ Kotak Mahindra Bank Ltd.
♦ RBL Bank Ltd.
♦ SBM Bank (India) Ltd.
♦ MUFG Bank Ltd.
♦ The Federal Bank Ltd.
♦ The South Indian Bank Ltd.
♦ Yes Bank Ltd.
36 |
Management Discussion and Analysis
Overview as it is estimated to grow by 4.4%. It is estimated to further
Asahi India Glass Limited (AIS) is a well-known integrated glass rise to 4.8% in 2020, respectively. Growth in emerging and
solutions provider featured amongst the topmost players in the developing Asia is expected to slow to 6.3% in 2019, led by
space. Product range encompasses Automotive, Architectural slowdown in China.
and Consumer Glass segments. With over three decades of
Indian Economy
experience, the Company has built a strong brand equity, led
by innovative and superior quality products and unmatched Despite instability in the global economy, the Indian economy
customer service. continued to be the fastest growing major economy. In the
World Bank’s Ease of Doing Business 2019 Report, India’s ranking
Macro-Economic Review improved by 23 positions to 77th rank in 2018. Though some
pressure persisted during the second half of the fiscal year
Global Economy 2018-19, its GDP is expected to grow by 6.8%, slightly lower
than 7.2% witnessed in FY 2017-18. This deceleration was led
Global economic growth significantly weakened in 2018,
by a slowdown in agriculture, weak consumer spending and
especially in the second half. The world economy grew by
investments and slowdown in manufacturing sector. According
3.6% in 2018, as compared to 3.8% in 2017. The deceleration
to the International Monetary Fund’s World Economic Outlook
in growth can be attributable to the escalated trade tensions
(October-2018), India’s economy is expected to reach USD
between United States (US) and China, macro-economic
2,958 billion in 2019, overtaking France and United Kingdom, to
stress between Argentina and Turkey, disruptions to the auto
become the 5th largest economy in the world.
sector in Germany, tighter credit policies in China and financial
tightening alongside normalization of monetary policy in the WPI Inflation was within expected limits at around 3% level since
larger advanced economies. December 2018. During FY 2018-19, WPI inflation came at 3.18%
versus 2.74% in the previous year. Retail inflation was within the
The expected pick-up in world economy is supported by
target of 4% set by the Reserve Bank of India (RBI). This prompted
significant policy accommodation by major economies. The US the central bank to initiate three rate cuts in February, April and
Federal Reserve, in response to rising global risks, paused interest June 2019 each, to give a boost to economic growth, reducing
rate increases and signaled no increases for the rest of the year. the repo rate to 5.75%. The Indian currency experienced some
The European Central Bank, the Bank of Japan and the Bank of weakness due to negative FII flows and worsening current
England have all shifted to a more accommodative stance. account. Current account deficit (CAD) narrowed to 3.4% of GDP,
Index of Industrial Production (IIP) grew at 3.6% from 4.4% a
China ramped up its fiscal and monetary stimulus to counter the year ago and IIP of Manufacturing registered 3.5% growth. FDI
negative effect of trade tariffs. The outlook for US-China trade inflows remained strong in April-January 2018-19. India’s foreign
tensions has improved with prospects of a trade agreement. exchange reserves were at USD 412.9 billion on 31st March, 2019.
Emerging markets have experienced resumption in portfolio
flows, a decline in sovereign borrowing costs and strengthening The amendments being brought about in GST are expected to
of their currencies relative to the US dollar. further encourage a smooth shift from informal to formal sector.
The economy stands to benefit from the direct cash transfer
While 2019 began on a weak note, a pick-up is expected in the program for farmers and tax relief measures announced for
second half, with full-year growth projections being at 3.3%. the middle-class. In addition, capital infusions to public sector
In 2020, global economic growth is expected to be 3.6%, led banks and application of the Prompt Corrective Action (PCA)
by an expected rebound in Argentina and Turkey and some framework in conjunction with the Insolvency and Bankruptcy
improvement in a set of other stressed emerging market and Code are expected to improve asset quality.
developing economies.
IMF projects India’s economy to pick up to 7.3% in 2019 and to
The emerging and developing economies (EMDE), which grew 7.5% in 2020, led by lower oil prices and accommodative stance
by 4.5% in 2018, is estimated to marginally decelerate in 2019 of monetary policy, low inflationary pressures and robust tax
38 |
needs of the automobile manufacturers globally. AIS Auto has • S egment profits before interest and un-allocable items
world-class manufacturing facilities with in-house research, came in at ` 295.68 crores from ` 279.82 crores in
design and development of new products, production FY 2017-18, registering 5.67% growth.
technologies and equipment.
The Company continued to upgrade its technology and
Industry Structure and Development modernize its manufacturing process and technology. It
FY 2018-19 was a challenging year for the automobile sector, also worked towards improving employee engagement and
driven by lower liquidity, high fuel prices, rising insurance providing better skill upgradation opportunities. Business
costs and increasing popularity of ride-hailing apps. The year expansion strategy continued to be implemented with the
witnessed sales growth of 6.37%. The sale of passenger vehicles existing and new customers. The Company remained committed
grew by 2.7% in April-March 2019-20 over the same period last to highest performance standards and providing best-in-class
year. within Passengers Vehicles segment, passenger cars and services to its customers.
utility Vehicle grew by 2.05% and 2.08% respectively in FY 2018-19
compared to the previous fiscal. Product Portfolio
Overall Commercial Vehicle segment grew by 17.55% in AIS Auto’s range of products include thinner Windshield, UV
FY 2018-19, as compared to the same period last year. Medium Cut Glass, Dark Green UV Cut Glass, Solar Green Glass along
& Heavy Commercial Vehicle (MHCVs) grew by 14.66% and Light with IR Cut and Acoustic Windshields, Water Repellant Sidelites,
Commercial Vehicle (LCVs) grew by 19.46% in April-March 2019 Head Up Display (HUD), Laminated Windshields, Tempered
over the same period last year. Glass for Sidelites and Backlites, Defogger Glass, Glass Antenna,
Encapsulated Glass, Plug-in Window, Solar Control Glass, Flush
Performance
Fitting Glass, Rain Sensor Windshield, Heated Windshield,
The major highlights of FY 2018-19 include: Acoustic Windshield, Extruded Windscreen or Mouldings, Wiper
• et sales came in at ` 1,752.25 crores from ` 1,729.56 crores
N Heated Windshield, Glass with Assembly, Privacy glass, Sliding
in FY 2017-18, registering 1.31% growth. Windows for Buses and Trucks, Thinner Glazing (2+1.8mm,
2+1.6mm, 2.8 mm), Bullet Resistant Glass, IGU for Metro and Best Self Reliant Supplier (Project Management) -
Railways. All these products and new technologies are well Year 2017 from Toyota Kiloskar
accepted by AIS’s customers. Certificate for achieving targets in the category of Delivery
– Year 2017 from Toyota Kiloskar
Operations Trophy and Certificate for Best Environment Promotion
Overall operations remained smooth. AIS started supplies to Supplier from Toyota Kiloskar
new model vehicles including New Ertiga, New Wagon R, Civic, Certificate for Nomination in Excellence in Performance
from Daimler
Yaris, Marazzo and TUV300+ of different customers.
Outlook
AIS continued its expansion plans at its new green field under
Moving ahead, several factors are directed to facilitate long-term
construction plant at Patan (Gujarat) and new sub-assembly unit
industry growth and reduce emissions and oil dependence.
at Anantapur (Andhra Pradesh). AIS also commissioned bus & Some of these are: Government’s Automotive Mission Plan, the
truck furnace at Chennai. National Electric Mobility Mission Plan (NEMMP), Faster Adoption
Various awards and certifications received in FY 2018-19 from its and Manufacturing of Hybrid and Electric Vehicles (FAME)
initiative, implementation of BS-6 emission norms, Corporate
customers include:
Average Fuel Efficiency (CAFE) norms and formulation of
Trophy and Certificate: Gold Award in the Category of Cost end-of-life or scrappage policies. In the Automotive Mission Plan
18-19 from Honda 2026, the government and industry have set a target to triple
industry revenues to USD 300 billion and expand exports by
Trophy and Certificate: Winner Quality category at National
level Kaizen Competition 2018-19, through Honda Cars seven-fold to USD 80 billion. Another major growth driver is the
India Supplier Club from Honda emergence of electric vehicles. Automotive and allied industries,
including the glass industry, are expected to witness robustness
Trophy and Certificate: Winner EHS category at National
level Kaizen Competition 2018-19, through Honda Cars in the coming years.
India Supplier Club from Honda
AIS’s thrust on value-added products, strong brand equity and
Gold Award for Cost from Honda
superior quality unique product range ensures it remains the
Certificate of Appreciation for Performance in Spare Parts first choice of its customers.
“Delivery” from Honda
Kaizen Award for Quality and EHS from Honda Architectural Glass
Shield for Overall Excellence from Maruti Suzuki Architectural glass is the second major business segment,
Certificate for Special Support for the FY 17-18 where the Company offers a wide range of end-to-end
from Maruti Suzuki solutions for use in real estate construction. The Company
Certificate for Spares Performance for the FY 17-18 supplies superior quality products with unique features
from Maruti Suzuki finding a wide variety of applications, including pleasing
1st Place in Quality Marshal Competition 2018 from aesthetics. It has a widespread distribution network spread
Hyundai Motors across the country. Its portfolio includes a wide range
Supplier Synergy cluster award for the year 2017 of float glass, processed glass and other value-added
from Hyundai Motors products. Its product range includes heat reflective glass,
Appreciation Award for celebrating 20 years of energy-efficient reflective glass, solar control glass, uPVC
togetherness from Hyundai Motors windows, tempered burglar-proof glass, lacquered glass,
Best Performer in Material Receipts from Hyundai Motors frosted glass, sound resistant glass, impact resistant glass
and many more products, in varied thickness, shades and
Q1 Award from Ford Motors
other specifications.
Performance Award from SMG
Award for Best Performance in Development Industry Structure and Development
from Ashok Leyland
As the after-effects of the implementation of RERA Act and GST
Award for Extraordinary Performance in Service Parts slowly faded, residential demand and supply picked pace in
Supply from Toyota Kiloskar 2018. This was further backed by various government initiatives
40 |
promoting affordable housing such as interest subsidy, tax rebate, VR app by the Company. The AIS Glass Simulator app helps in
increased and ease in FDI in real estate and construction sector the creation of energy-efficient spaces and green buildings
implementation. As quality supply and credible developers by scrutinizing various parameters to suggest the best
establish their foothold in the market, the share of unsold energy-efficient glass solutions. The AIS World of Shades app lets
inventory is expected to decline further. The recent liquidity crunch the customers visualize the perfect glass colour scheme for their
seen in Non-Banking Financial Companies (NBFCs) impacted a homes or offices from the comfort of their smartphones.
few developers and alternate sources of funding emerged. With
a large number of global and domestic institutional companies Outlook
looking to set up business in India, the commercial space is also In the wake of the continued drop in inflation and interest rates
witnessing robust growth. Glass is an integral material finding and favourable macro-economic sentiments, the RBI softened
application in the real estate construction. AIS, thus, finds itself in its stance on monetary tightening. Various policy measures
a sweet spot with respect to growth in the construction sector. undertaken in FY 2018-19 such as the launch of REIT, GST rate
cuts for housing and removal of risk weights for NBFCs bode
Performance
well for the housing sector. Similarly, the office segment is
With higher share of value-added products in overall segment witnessing growing demand led by entrance of increasing
sale, Architectural Glass division posted robust performance in number of foreign players, emergence of shared office spaces,
FY 2018-19. The major highlights are: new workplace formats and for smart buildings. The retail real
• et sales came in at ` 1,124.36 crores, as compared to
N estate demand is being fueled by growing international brand
` 892.72 crores in FY 2017-18, registering a spectacular presence in malls, evolving formats of stores due to emergence
increase of 25.94%. of e-commerce, setting up of brick & mortar stores by online
players and upsurge in Food & Beverage space, among others.
• S egment profits before interest came in at ` 131.29 crores
as compared to ` 125.05 crores in FY 2017-18, registering AIS is well prepared to take advantage of these emerging
an increase of 4.99%. opportunities, with greater focus on eco-friendly, superior
quality and aesthetically appealing value-added products. The
New products introduced during the year include:
Company’s widespread presence, brand equity and innovative
• Nimbus, Harmony, Serene, Oasis under the Enhance and huge portfolio will enable it to supply high quality
category. architectural glass needed for these upcoming real estate
• Blueberry, Auralia under the Exceed category. segments.
42 |
Report of the Directors
To the Members, Further, no material changes and commitments have occurred
between the end of the Financial Year and the date of the report
The Directors are pleased to present their 34th Report along affecting the financial position of the Company.
with the financial results of the Company for the year ended
31st March, 2019. Subsidiaries and Associates
Pursuant to section 129 and other applicable provisions, if any,
Financial Performance
of the Companies Act, 2013, a separate statement containing
The Company’s financial performance for the year ended salient features of financial statements of all subsidiaries
31st March, 2019 is summarized below: and associates of your Company forms part of the financial
(` Lakhs)
statements.
Particulars 2018-19 2017-18
Net Turnover 2,85,851 2,63,636 The financial statements of subsidiaries & associate Companies
Other Income 2,050 2,573 and related information are available for inspection by Members
Total Income 2,87,901 2,66,209 at the Corporate Office of AIS as well as Registered Office of
Operating Profit (PBDIT)* 54,078 50,218 respective subsidiary and associate companies during business
Gross Profit (PBDT)* 40,624 37,910 hours on all days except Saturdays, Sundays and public
Profit / (Loss) before Tax* 28,834 28,244 holidays upto the date of Annual General Meeting (AGM) to any
Profit / (Loss) after Tax 19,007 18,535 shareholder on demand in accordance with the provisions of
Proposed Dividend 3,646 2,431 Section 136 of Companies Act, 2013.
Tax on Dividend 750 495
Balance Carried to Balance Sheet 19,007 18,535 The financial statements including the consolidated financial
Balance Carried to OCI* (604) (11) statements, financial statements of subsidiaries and all
* excluding exceptional items. other relevant documents required to be attached to this
report have been uploaded on website of the Company
Performance Overview www.aisglass.com. A report on the performance and financial
FY 2018-19 has been a satisfying year for AIS. Financial and position of each of the subsidiary and associate companies
operational performances have largely been close to budgets. as per Companies Act, 2013 is provided as Annexure to the
Your Company managed to implement its plans and executed consolidated financial statements in the prescribed Form
them more efficiently to post better results. AOC-1. During the Financial Year 2018-19, no Company has
become or ceased to be Subsidiary, Joint Venture or Associate
The net turnover of the Company stood at ₹ 2,85,851 Lakhs in of the Company.
2018-19 as against ₹ 2,63,636 Lakhs in 2017-18. Operating Profit
has increased 7.69% from ₹ 50,218 Lakhs in the previous year to Material Subsidiaries
₹ 54,078 Lakhs in 2018-19. The Company posted a profit (PAT) of
Pursuant to Securities and Exchange Board of India (Listing
₹ 19,007 Lakhs in 2018-19 against profit of ₹ 18,535 Lakhs in the
Obligations and Disclosure Requirements) Regulations, 2015,
previous financial year.
as amended (hereinafter referred to as “Listing Regulations”),
A detailed analysis of Company’s operations in terms of the Company has formulated a policy for determining material
performance in markets, business outlook, risks and concerns subsidiaries. This policy is available on the Company’s website
forms part of the Management Discussion and Analysis, a and may be accessed through the link https://www.aisglass.
separate section to this Annual Report. com/policy/Policy_for_Determining_Material_Subsidiaries.pdf.
From Award will be paid on or after 12th August, 2019 to those Shareholders
Honda Trophy and Certificate: Gold Award in whose names appear in the Register of Members as on 30th July, 2019.
the Category of Cost 18-19 The total dividend for the Financial Year will be ₹ 2,431 Lakhs and
Trophy and Certificate: Winner Quality Dividend Distribution Tax will be ₹ 495 Lakhs.
category at National level Kaizen
Competition 2018-19, through Honda In accordance with Regulation 43A of the Listing Regulations,
Cars India Supplier Club the Company has formulated a ‘Dividend Distribution Policy’. The
Trophy and Certificate: Winner EHS Policy is available on the Company’s website www.aisglass.com
category at National level Kaizen and forms part of this report as “Annexure A”.
Competition 2018-19, through Honda
Cars India Supplier Club Reserves
Certificate of Appreciation for The Board has not proposed to carry any amount to Reserves.
Performance in Spare Parts “Delivery”
Kaizen Award for Quality and EHS Public Deposits
MSIL Shield for Overall Excellence During the FY 2018-19, your Company has not accepted any
Certificate for Special Support for the deposits within the meaning of Section(s) 73 and 76 of the
FY 17-18 Companies Act, 2013 read with the Companies (Acceptance of
Certificate for Spares Performance for Deposits) Rules, 2014 and as such no amount of principal or
the FY 17-18 interest was outstanding as on date of the Balance Sheet.
Hyundai Motors 1st Place in Quality Marshal Competition
2018 Consolidated Financial Statements
Supplier Synergy cluster award for the In accordance with the Companies Act, 2013 and the applicable
year 2017 Accounting Standards, the Consolidated Financial Statements of
Appreciation Award for celebrating 20 AIS are provided in the Annual Report.
years of togetherness
Best Performer in Material Receipts Corporate Governance
Ford Motors Q1 Award A separate report on Corporate Governance along with
SMG Performance Award the General Shareholders Information, as prescribed under
Ashok Leyland Award for Best Performance in Regulation 34 of Listing Regulations, is annexed as a part of
Development the Annual Report along with the Auditor’s Certificate on
TKML Award for Extraordinary Performance in Corporate Governance.
Service Parts Supply
Best Self Reliant Supplier (Project
Business Responsibility
Management) - Year 2017
Your Company has been conducting business from an
Certificate for achieving targets in the
Environmental, Social and Governance (“ESG”) perspective that
category of Delivery – Year 2017
not only delivers long-term shareholder value but also benefits the
Trophy and Certificate for Best
Environment Promotion Supplier society. The Business Responsibility Report as per Regulation 34
Daimler Certificate for Nomination in Excellence of the Listing Regulations is annexed and forms an integral part
in Performance of the Annual Report.
44 |
Particulars of Loans, Guarantees or Investments • roper recording of transactions with internal checks and
P
The details of loans, guarantees and investments under the reporting mechanism.
provisions of section 186 of the Companies Act, 2013 are given
• ompliance with applicable statutes, policies, management
C
at note nos. 4 and 5 of the Standalone Financial Statements.
policies and procedures.
Meetings of the Board and its Committees
The management of your Company periodically reviews the
The details in respect of the number of Board and Committees
financial performance against the approved plans across various
meetings of your Company are set out in the Corporate
parameters and takes necessary action, wherever required.
Governance Report which forms part of the Annual Report.
Audit Committee Your Company has its own Internal Audit department with qualified
Pursuant to the provisions of Section 177 of Companies Act, professionals which carries out periodic audits of all locations and
2013, the Audit Committee consists of three Independent functions. The observations arising out of the internal audits are
Directors - Mr. Rahul Rana as Chairman and Mr. Gautam Thapar & periodically reviewed and its summary along with corrective
Ms. Shradha Suri as members as on 31st March, 2019. action plans, if any, are submitted to top management and Audit
Committee for review, comments and directions.
Board of Directors of the Company has duly accepted the
recommendations of Audit Committee during FY 2018-19. Directors and Key Managerial Personnel
Detailed disclosure in respect of Audit committee is in Corporate
Appointments, Re-appointments and Resignations
Governance Report of the Company which forms part of annual
During the financial year, Mr. Sanjay Labroo (DIN: 00009629)
report.
was re-appointed as Managing Director & C.E.O. by the Board
Vigil Mechanism/ Whistle Blower Policy of Directors at its Meeting held on 12th February, 2019 to
hold office up to 5 (five) consecutive years with effect from
The Company has established a Vigil Mechanism/ Whistle Blower
19th February, 2019, in terms of the provisions of Section(s) 197,
Policy. The purpose of this mechanism is to provide a framework
198 read with relevant rules made thereunder, schedule v and
to report concerns about unethical behavior, actual or suspected
other applicable provisions, if any, of the Companies Act, 2013
fraud or violation of the Company’s code of conduct or ethics
read with Companies (Appointment and Qualification of Directors)
policy and provide adequate safeguards against victimization
Rules, 2014, Regulation 17 of Listing Regulations, Article 80 of the
of the person availing this mechanism. The Policy is available
Articles of Association and subject to approval of the members, as
on Company’s website www.aisglass.com/policies which has
Director in the capacity of Managing Director & C.E.O. at 34th AGM
been appropriately communicated within the organisation
of the Company to be held on 6th August, 2019.
and is effectively operational. The policy provides mechanism
whereby whistle blower may send protected disclosures at Mr. G. S. Talwar (DIN: 00559460) and Mr. Rahul Rana (DIN:
[email protected] and in exceptional cases, 00476406), Independent Directors were appointed by the
directly to the Chairman of Audit Committee. Members in their 29th Annual General meeting held on
6th August, 2014 for a term of 5 (five) consecutive years.
Risk Management
The Board of Directors recommends re-appointment of
AIS has developed and implemented a Risk Management Policy the aforementioned Directors for another term of 5 (five)
to identify and mitigate key risks that may threaten the existence consecutive years in the capacity of Independent Director to
of the Company. hold office up to 5 (five) consecutive years with effect from
6th August, 2019 in terms of the provisions of Section(s) 149,
Internal Financial Controls 152 and other applicable provisions, if any, of the Companies
Your Company has put in place adequate internal financial Act, 2013 read with Schedule IV Companies (Appointment
controls with reference to financial statements. Such system has and Qualification of Directors) Rules, 2014 and Regulation 17
been designed to provide for: of Listing Regulations.
• Adoption of accounting policies in line with applicable
In accordance with the provisions of Section(s) 149, 152 and
accounting standards.
other applicable provisions, if any, of the Companies Act,
• Uniform accounting treatment is prescribed to the 2013, read with Companies (Appointment and Qualification of
subsidiaries of your Company. Directors) Rules, 2014, Dr. Satoshi Ishizuka (DIN: 07692846) and
Mr. B. M. Labroo (DIN: 00040433), Directors, are liable to retire by the state of affairs of the company as at 31st March, 2019 and of
rotation at the forthcoming Annual General Meeting and being the profit and loss of the company for the Financial Year ended
eligible, offer themselves for re-appointment. 31st March, 2019;
(c)
they have taken proper and sufficient care for the
Mr. Eisuke Shiozaki (DIN: 07797863), Independent Director
maintenance of adequate accounting records in accordance
of the Company has resigned w.e.f. 22nd May, 2019 due to his
with the provisions of this Act for safeguarding the assets of
permanent return to Japan and pursuant to Mr. Shiozaki’s
the company and for preventing and detecting fraud and
resignation, Mr. Yoji Taguchi (DIN: 01892369) has been appointed
other irregularities;
as an Additional Director w.e.f. 22nd May, 2019 in the capacity of
Independent Director of for a term of 5 (five) consecutive years, (d)
the annual accounts have been prepared on a going
subject to approval of Members in the forthcoming AGM in concern basis;
accordance with the provisions of Section(s) 149, 152 and other (e)
proper internal financial controls laid down by the
applicable provisions, if any, of the Companies Act, 2013 read Directors were followed by the company and that such
with Schedule IV Companies (Appointment and Qualification of internal financial controls are adequate and operating
Directors) Rules, 2014 and Regulation 17 of Listing Regulations. effectively; and
Mr. Gautam Thapar (DIN: 00012289), Independent Director has (f ) they have devised proper systems to ensure compliance
resigned from the Company w.e.f. 23rd May, 2019 due to other with the provisions of all applicable laws and that such
pre-occupations and travel causing paucity of time for him to systems are adequate and operating effectively.
devote as an Independent Director of the Company.
Statement indicating the manner in which formal annual
Mr. E. Shiozaki and Mr. G. Thapar have confirmed that there were evaluation has been done
no other material reasons for their resignation apart from the In terms of provisions of Companies Act, 2013 and Regulation 17
reasons cited above. of the Listing Regulations, the Board has carried out the annual
evaluation of its own performance and that of its Directors
Declaration of Independence
individually. The evaluation criteria as laid down by the
Your Company has received declaration from all the Nomination and Remuneration Committee included various
Independent Directors confirming that they meet the criteria of aspects of functioning of the Board such as composition, process
Independence as prescribed under Section 149(6) of Companies and procedures including adequate and timely information,
Act, 2013 read with Schedules and Rules made thereunder attendance, delegation of responsibilities, decision-making,
as well as Regulation 16 & 25 of the Listing Regulations. The roles and responsibilities including monitoring, benchmarking,
details of the familiarization programme along with format feedback, stakeholder relationship and Committees.
of the letter of appointment provided to the Independent
Directors at the time of appointment outlining his / her role, The performance of individual Directors including the Chairman
functions, duties and responsibilities have been uploaded on the was evaluated on various parameters such as knowledge and
website of the Company and may be accessed through the link: experience, interest of stakeholders, time devoted etc. The
https://www.aisglass.com/policy/familiarisation_programmes_ evaluation of Independent Directors was based on aspects
for_Independent_Directors.pdf. like participation in and contribution to the Board decisions,
knowledge & experience and judgment.
Directors’ Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Particulars of Remuneration
Directors hereby state and confirm that: The information as required in accordance with Section 197(12)
of the Companies Act, 2013, read with Rule 5(1), the Companies
(a) in the preparation of the annual accounts, the applicable
(Appointment & Remuneration of Managerial Personnel) Rules,
Accounting Standards and Schedule III of the Companies
2014, as amended may be obtained by any Member by writing to
Act, 2013 have been followed along with proper
the Company Secretary at the registered office or the corporate
explanation relating to material departures;
office of the Company. However, as per the provisions of Section 136
(b)
they have selected such accounting policies and applied of the Companies Act, 2013, the Report along with financial
them consistently and made judgments and estimates that statements are being sent to all Members of the Company
are reasonable and prudent so as to give a true and fair view of excluding the aforesaid information.
46 |
Board Diversity at the website and can be accessed through link
The Company recognizes and embraces the importance of a https://www.aisglass.com/policy/Policy_on_Related_Party_
diverse Board in its success. We believe that a truly diverse Transactions.pdf.
Board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural In terms of Section 134(3)(h) of the Companies Act and rules made
thereunder, during the year under review, the Company has not
and geographical background, age and gender, which will
entered into any contract / arrangement / transaction with related
help us in retaining our competitive advantage. Your Board
parties as per section 188(1) of the Companies Act, 2013, which could
comprises of experts in the field of Finance, Law, Corporate
be considered material. The details of the related party transactions
Governance, Management and Leadership skills and also has
entered during the year are provided in the accompanying financial
a Woman Director on the Board.
statements.
Nomination and Remuneration Policy
Conservation of Energy, Technology Absorption and Foreign
The Nomination & Remuneration Policy as approved by the Exchange Earnings and Outgo
Board on recommendation of the Nomination & Remuneration
The information relating to conservation of energy, technology
Committee is available on website of the Company
absorption and foreign exchange earnings and outgo as required
www.aisglass.com and can be accessed through link
under section 134(3)(m) of the Companies Act, 2013 read with
https://www.aisglass.com/policies.
Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as
“Annexure C” to this Report.
Corporate Social Responsibility
In compliance with Section 135 of the Companies Act, 2013 Compliance of Secretarial Standards
read with the Rules made thereunder, the Company has The Company complies with all the applicable secretarial standards.
formed Corporate Social Responsibility (“CSR”) Committee.
The policy on Corporate Social Responsibility as approved Auditor and Auditors’ Report
by the Board of Directors is uploaded on the website of the Statutory Auditors
Company www.aisglass.com. M/s. VSSA & Associates, Chartered Accountants (Firm Registration
No. 012421N) were appointed as Statutory Auditors of AIS, for a
The CSR Committee has adopted a CSR Policy in accordance with term of 5 (five) consecutive years from conclusion of 32nd Annual
the provisions of Section 135 of the Companies Act, 2013 and rules General Meeting till the conclusion of 37thAnnual General Meeting.
made thereunder. The details of the CSR initiatives undertaken by Your Company has received confirmation from M/s. VSSA &
the Company during the FY 2018-19 in the prescribed format are Associates regarding their eligibility under Section 139 and 141 of
annexed as “Annexure B”. the Companies Act, 2013 read with Companies (Accounts) Rules,
2014. As required under Regulation 33 of the Listing Regulations,
Internal Complaints Committee the Auditors have also confirmed that they hold a valid certificate
The Company has in place a Policy on Prevention of Sexual issued by the Peer Review Board of the Institute of Chartered
Harassment at Workplace in line with the requirements of the Sexual Accountants of India.
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules framed thereunder. Further, no fraud was reported by the auditors of the Company
under Section 143(12) of the Companies Act, 2013.
During the period under review, no complaints were received by Cost Auditor
the Internal Complaints Committee established under the Policy Your Company had appointed M/s. Ajay Ahuja & Associates, Cost
for Prohibition, Prevention and Redressal of Sexual Harassment of Accountants (Firm Registration No. 101142), as the Cost Auditors of
Women at Workplace of the Company. your Company for FY 2018-19 to conduct audit of cost records of
the Company. Cost Audit Report for the FY 2018-19 shall be filed
Related Party Transactions with Ministry of Corporate Affairs.
Transactions entered by the Company with related parties
during FY 2018-19 were in the ordinary course of business As per Section 148 and other applicable provisions, if any, of
and on arms’ length basis. The Company has formulated the Companies Act, 2013 read with Companies (Audit and
a policy on Related Party Transactions which is available Auditors) Rules, 2014, your Company is required to maintain cost
accounts and records. The Board of Directors of your company on Significant and Material Orders of Regulators or Courts or
recommendation of the Audit and Risk Management Committee Tribunals
(re-constituted w.e.f. 1st April, 2019) has appointed M/s. Ajay Ahuja No significant and material order was passed by Regulators or
& Associates, Cost Accountants as the Cost Auditor of the Company Courts or Tribunals during the year under review impacting the
for the FY 2019-20. going concern status of your Company and its future operations.
Your Company has received consent from M/s. Ajay Ahuja & Acknowledgements
Associates, Cost Accountants, to act as the Cost Auditor of your
The Board hereby places on record its sincere appreciation for the
Company for the FY 2019-20 along with a certificate confirming
continued assistance and support extended to the Company by its
their independence.
collaborators, customers, bankers, vendors, Government authorities
and employees.
Secretarial Audit
In accordance with the provisions of Section 204 of the Your Directors acknowledge with gratitude the encouragement
Companies Act, 2013 read with the Companies (Appointment and support extended by our valued Shareholders.
and Remuneration of Managerial Personnel) Rules, 2014, your
Company had appointed Mr. Sundeep Kumar Parashar, FCS,
Company Secretary in Practice and proprietor of M/s. SKP & Co., On behalf of the Board of Directors
Company Secretaries, to conduct the Secretarial Audit of your Asahi India Glass Ltd.,
Company for FY 2018-19. The Secretarial Audit Report for FY B. M. Labroo
2018-19 is annexed herewith as “Annexure D” to this Report. Dated : 22nd May, 2019 Chairman
Place : Gurugram DIN: 00040433
48 |
Annexure A to Report of the Directors
Dividend Distribution Policy
50 |
Annexure B to Report of the Directors
Corporate Social Responsibility (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 programs.
The CSR Policy of the Company has been uploaded on the website of the Company and can be accessed
at http://www.aisglass.com/policies.
For the projects or programs undertaken by the Company, please refer to the CSR section in this Annual Report.
3. Average net profit of the Company for last three financial years : ` 22,078 Lakhs
4. Prescribed CSR Expenditure (2% of the amount as in item 3 above) : ` 442 Lakhs
(` in Lakhs)
S. No. CSR project or activity Sector in which Projects or Amount Amount spent on Cumulative Amount
identified the Project is programs (1) Local outlay the projects or expenditure spent: Direct
covered area or other (budget) programs Sub- up to the or through
(2) Specify the project or heads: (1) Direct reporting implementing
State & district program expenditure on period agency
where projects or wise projects or programs
programs were (2) Overheads
undertaken
1. School Bus Service, Education Bawal & Roorkee 95.66 95.71 95.71 Youthreach
AIS Unnati Centres for
Remedial Education &
School Drop-outs
2. Adult Literacy Education Roorkee 11.05 11.06 11.06 Youthreach
Education Centres
3. AIS Unnati Training Vocation skills Bawal 16.12 16.21 16.21 Youthreach
Centre – Tailoring
& Sewing Unit and
Computer Education
(` in Lakhs)
S. No. CSR project or activity Sector in which Projects or Amount Amount spent on Cumulative Amount
identified the Project is programs (1) Local outlay the projects or expenditure spent: Direct
covered area or other (budget) programs Sub- up to the or through
(2) Specify the project or heads: (1) Direct reporting implementing
State & district program expenditure on period agency
where projects or wise projects or programs
programs were (2) Overheads
undertaken
4. Enterprise Vocation skills Roorkee 44.91 44.92 44.92 Youthreach &
Development Disha
5. Drinking water & Water and Roorkee 6.52 6.66 6.66 Youthreach
renovation of toilets Sanitation
6. Project Management Overheads Bawal & Roorkee 18.00 18.00 18.00 Youthreach
Expenses
7. Awareness to stop Environmental Punjab & Haryana 20.00 20.00 20.00 Youthreach
burning of crop sustainability
residue
7. Education and Education and Gujarat 1.76 1.76 1.76 Youthreach
training training
8. Sujalam Sufalam Water reservoir Gujarat 16.87 16.87 16.87 UMA
Youjna Foundation
9. Health Health care Mumbai 2.50 2.50 2.50 United Way of
Mumbai
10. Education and Education and Taloja 12.50 12.50 12.50 Karo Trust
medical facilities to medical relief
children
TOTAL 245.89 246.19 246.19
6. In case the Company has failed to spend the 2% of the average net profit of the last 3 financial years or any part thereof, the
Company shall provide the reasons for not spending the amount.
The Company has spent 1.11% of the average net profits of the last three financial years in 2018-19. The Company’s spend on the
CSR activities has been less than the limits prescribed under Companies Act, 2013. The Company is in the process of identifying
more CSR initiatives at Gujarat and in discussion for execution of more projects, the CSR activities are scalable with few new
initiatives that may be considered in future and moving forgot the Company will endeavor to spend the complete amount on
CSR activities in accordance with the statutory requirements.
The CSR Committee confirms that the implementation and monitoring of CSR activities of the Company is in compliance with the
CSR objectives and CSR Policy of the Company.
52 |
Annexure C to Report of the Directors
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Some of the key measures taken are as follows: b) Enhanced Customer satisfaction.
c)
Engineering team motivation and retention has
a)
Optimizing heating conditions of furnace at
enhanced.
Bawal Plant;
b)
Revamping of autoclaving unit and replacement (iii)
Technology Imported (during the last three years
of halogen lamps by CFL / LED lamps at Taloja reckoned from the beginning of the financial
Plant; year)- N.A.
c)
Air cooler chiller replaced with water cooler (iv)
Expenditure incurred on Research and
chiller at Taloja Plant; Development
d)
Timer provided in AC’s with cut off to eliminate During the year, the Company spent approx. ` 105
wastage of energy at Chennai Plant; and lakhs towards Research, Design and Development
expenses on various new products and production
(iii)
AIS is continuously investing in various new
technologies.
technologies to reduce energy consumption to
minimize carbon footprints. AIS has done capital
(v) Foreign Exchange Earnings and Outgo
investment of around ` 284 lakhs during FY 2018-19
for energy conservation. During the year Foreign Exchange outflow amounted to
` 92,159 lakhs (` 78,972 lakhs) and Earnings in Foreign
2. Technology absorption: Currency amounted to ` 3,099 lakhs (` 996 lakhs).
(i)
Efforts, in the brief, made towards technology
absorption, adaptation and innovation.
On behalf of the Board of Directors
In order to be at par with latest global technology,
Asahi India Glass Ltd.,
we at AIS keep ourselves closely engaged with AGC
with continuous exchange of information in form
of technology collaboration/ licensing. Our team is B. M. Labroo
involved in the visit to various exhibitions, seminars Dated : 22nd May, 2019 Chairman
Place : Gurugram DIN: 00040433
1. The Companies Act, 2013 (“the Act”) and the rules made h)
The Securities and Exchange Board of India
thereunder, as applicable; (Listing Obligations and Disclosure Requirements)
Regulations, 2015; and
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and
the rules made thereunder; i)
The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015.
3.
The Depositories Act, 1996 and the Regulations and
Bye-laws framed thereunder;
We have also examined compliance with the applicable
4. Foreign Exchange Management Act, 1999 and the rules clauses of the following:
and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External (i)
Secretarial Standards issued by the Institute of
Commercial Borrowings; Company Secretaries of India.
54 |
(ii)
The Listing Agreements entered into by the Company Majority decision is carried through while the dissenting
with BSE Limited and National Stock Exchange of members’ views are captured and recorded as the part of
India Limited. the minutes.
During the period under review the Company has We further report that there are adequate systems and
complied with the provisions of the Act, Rules, Regulations, processes in the Company commensurate with the size and
Guidelines, Standards, etc. mentioned above. operations of the Company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
We further report that:
We further report that during the audit period, the
The Board of Directors of the Company is duly constituted Company has not undertaken such events as public, rights
with proper balance of Executive Directors, Non-executive or preferential issue of shares, debentures or sweat equity;
Directors and Independent Directors. The changes in redemption or buy-back of securities; major decision by the
the composition of the Board of Directors that took Members in pursuance to Section 180 of the Companies
place during the period under review were carried out in Act, 2013, merger, amalgamation or reconstruction;
compliance with the provisions of the Act. Foreign Technical Collaboration or any other like event(s)/
action(s) having a major bearing on the Company’s affairs
Adequate notice is given to all directors to schedule the in pursuance of the above referred laws, rules, regulations,
Board Meetings, agenda and detailed notes on agenda guidelines, standards, etc.
were sent at least seven days in advance except wherever
a meeting was duly called on shorter notice as per the For SKP & Co.
prescribed procedure, and a system exists for seeking Company Secretaries
and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful (CS Sundeep K. Parashar)
participation at the meeting. Dated: 22nd May, 2019 M. No.: FCS 6136
Place: Vaishali C.P. No: 6575
56 |
SECTION D: BR INFORMATION
1. Details of Director/Directors responsible for BR
(a) Details of the Director/Directors responsible for implementation of the BR policy/policies
No. Question P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have a policy/policies for Y Y Y Y Y Y Y Y Y
2. Has the policy being formulated in consultation with Y Y Y Y Y Y Y Y Y
the relevant stakeholders?
3. Does the policy conform to any national / Yes, wherever applicable
International standards? If yes, specify? (50 words)
4. Has the policy being approved by the Board? Y N Y Y Y Y Y Y Y
Is yes, has it been signed by MD/owner/CEO/ appropriate
Board Director?
5. Does the company have a specified committee of the Y Y Y Y Y Y Y Y Y
Board/ Director/ Official to oversee the implementation
of the policy?
6. Indicate the link for the policy to be viewed online? Internal policies are available for employees only.
For other policies, refer to www.aisglass.com.
7. Has the policy been formally communicated to all Y Y Y Y Y Y Y Y Y
relevant internal and external stakeholders?
8. Does the company have in-house structure to Y Y Y Y Y Y Y Y Y
implement the policy/ policies?
9. Does the Company have a grievance redressal Y Y Y Y Y Y Y Y Y
mechanism related to the policy/policies to address
stakeholders grievances related to the policy/policies?
10. Has the company carried out independent audit/ Y Y Y Y Y Y Y Y Y
evaluation of the working of this policy by an internal or
external agency?
3. Governance related to BR 2. For each such product, provide the following details
(a)
Indicate the frequency with which the Board in respect of resource use (energy, water, raw material
of Directors, Committee of the Board or CEO etc.) per unit of product (optional):
to assess the BR performance of the Company.
Within 3 months, 3-6 months, annually, more (a)
Reduction during sourcing/production/
than 1 year distribution achieved since the previous year
throughout the value chain?
The BR Principles and related performance of the
Company generally forms part of the monthly (b) Reduction during usage by consumers (energy,
and quarterly business reviews of the Company at water) has been achieved since the previous year?
different levels of the organisation. The nature & volumes of business of the Company
does not make it feasible.
(b) Does the Company publish a BR or a Sustainability
Report? What is the hyperlink for viewing this 3.
Does the company have procedures in place for
report? How frequently it is published? sustainable sourcing (including transportation)?
The Company does not publish a separate BR or (a) If yes, what percentage of your inputs was sourced
a Sustainability Report. However, a newsletter, sustainably? Also, provide details thereof, in
“Reflections” is circulated internally which contains about 50 words or so.
the details of monthly CSR activities undertaken by
the Company. The nature & volumes of business of the company
does not make it feasible.
58 |
Principle 3 (a) Permanent Employees 92%
1. Please indicate the Total number of employees. (b) Permanent Women Employees 95%
7175
(c) Casual/Temporary/Contractual Employees 100%
2. Please indicate the Total number of employees hired on (d) Employees with Disabilities N.A.
temporary/contractual/casual basis.
Principle 4
4181
1. Has the company mapped its internal and external
3.
Please indicate the Number of permanent women stakeholders? Yes/No
employees. Yes, the internal and external stakeholders of the Company
111 are employees, vendors, customers, shareholders, partners,
regulatory authorities and local community.
4. Please indicate the Number of permanent employees
with disabilities. 2.
Out of the above, has the company identified
the disadvantaged, vulnerable & marginalized
0
stakeholders
5. Do you have an employee association that is recognized The Company considers the local community around its
by management manufacturing locations as a vulnerable stakeholder.
The Company has unions & works committee at
3. Are there any special initiatives taken by the company
manufacturing location for the workers.
to engage with the disadvantaged, vulnerable and
marginalized stakeholders? If so, provide details
6.
What percentage of your permanent employees is
thereof, in about 50 words or so.
members of this recognized employee association?
The Company carries out various CSR initiatives for the
All permanent workers are members of these unions and
upliftment / growth & development of people living in the
works committee.
villages around its manufacturing facilities.
7. Please indicate the Number of complaints relating to
Principle 5
child labour, forced labour, involuntary labour, sexual
harassment in the last financial year and pending, as on 1.
Does the policy of the company on human rights
the end of the financial year. cover only the company or extend to the Group/ Joint
Ventures/ Suppliers/ Contractors/ NGOs/ Others?
No. Category No. Category No. of
The Company does not have a separate human right
No. of complaints
policy. However, these factors are covered under various
complaints filed pending as on
HR Policies of the Company.
during the year end of the FY
1 Child labour/ Nil NA
2. How many stakeholder complaints have been received
forced labour/
in the past financial year and what percent was
involuntary
satisfactorily resolved by the management?
labour
The Company has not received any complaints from any
2 Sexual Nil NA
stakeholders pertaining to human rights.
harassment
3 Discriminatory Nil NA Principle 6
employment
1. Does the policy related to Principle 6 cover only the
8.
What percentage of your under mentioned employees company or extends to the Group/ Joint Ventures/
were given safety & skill Upgradation training in the Suppliers/ Contractors/ NGOs/others?
last year? The Environmental Policy covers AIS & its group companies
5. Has the company undertaken any other initiatives on – Yes, these initiatives of the Company are provided under
clean technology, energy efficiency, renewable energy, the CSR policy of the Company and are governed by
etc.? Y/N. If yes, please give hyperlink for web page etc. applicable laws.
60 |
5. Have you taken steps to ensure that this community 3. Is there any case filed by any stakeholder against
development initiative is successfully adopted by the the company regarding unfair trade practices,
community? Please explain in 50 words, or so. irresponsible advertising and/ or anti-competitive
behaviour during the last five years and pending as on
The community development initiative is undertaken end of financial year? If so, provide details thereof, in
on the basis of needs assessment which is based on the about 50 words or so.
feedback of the community itself. The Company initiates
those initiatives which help them in becoming sustainable No
/self-dependent. Thus, the Company ensures that its
initiatives are successfully adopted by the Community. 4.
Did your company carry out any consumer survey/
consumer satisfaction trends?
Principle 9
1.
What percentage of customer complaints/consumer Yes, the feedback of consumers of the Company is usually
cases are pending as on the end of financial year? taken at the time of completion of respective jobs.
However, the Company does not conduct specific surveys
The Company has one consumer cases pending. for the same.
No
62 |
Meetings during the financial year ended 31st March, 2019 and at the last Annual General Meeting are detailed below:
Name of the Directors Category Attendance Particulars
Number of Board Meetings Last
Held Attended AGM
Mr. B. M. Labroo Promoter 4 4 Yes
(Chairman) Non – executive
(DIN: 00040433)
Mr. S. Labroo Promoter 4 4 Yes
(Managing Director & C.E.O.) Executive
(DIN: 00009629)
Mr. S. Ogata Promoter 4 4 Yes
[Dy. Managing Director & C.T.O. (Auto)] Executive
(DIN: 08068218)
Mr. M. Takeda Promoter 4 4 Yes
(DIN: 07058532) Non-executive
Dr. S. Ishizuka Promoter 4 4 Yes
(DIN: 07692846) Non-executive
Mr. G. Thapar Independent 4 2 Yes
(DIN: 00012289)
Mr. G. S. Talwar Independent 4 2 No
(DIN: 00559460)
Mr. E. Shiozaki Independent 4 3 No
(DIN: 07797863)
Mr. R. Rana Independent 4 2 No
(DIN: 00476406)
Ms. S. Suri Independent 4 3 Yes
(DIN: 00176902)
b) Number of directorships / committee memberships held by the Directors of the Company in other Companies including the
names of the other listed entities where the Director is a Director and the category of their Directorship as on 31st March, 2019:
Name of the Directors Outside Directorships, Committee Memberships Names of Other listed
and Chairmanships Companies in which he/ she
Directorships1 Committee Committee holds Directorships and
Memberships2 Chairmanships2 category of Directorships
Mr. B. M. Labroo 5 Nil Nil Nil Nil
(Chairman)
(DIN: 00040433)
Mr. S. Labroo 13 2 1 Nil Nil
(Managing Director & C.E.O.)
(DIN: 00009629)
Mr. S. Ogata 1 Nil Nil Nil Nil
[Dy. Managing Director & C.T.O. (Auto)]
(DIN: 08068218)
Mr. M. Takeda Nil Nil Nil Nil Nil
(DIN: 07058532)
Mr. E. Shiozaki 1 Nil Nil Nil Nil
(DIN: 07797863)
Dr. S. Ishizuka 1 Nil Nil Nil Nil
(DIN: 07692846)
Name of the Directors Outside Directorships, Committee Memberships Names of Other listed
and Chairmanships Companies in which he/ she
Directorships1 Committee Committee holds Directorships and
Memberships2 Chairmanships2 category of Directorships
Mr. R. Rana Nil Nil Nil Nil Nil
(DIN: 00476406)
Mr. G. Thapar 8 2 Nil 1. CG Power Chairman
(DIN: 00012289) and Industrial
Solutions Ltd.
2. Ballarpur NED*
Industries Ltd.
Mr. G. S. Talwar 10 Nil Nil DLF Ltd. NED*
(DIN: 00559460)
Ms. S. Suri 11 1 Nil Subros Ltd. MD
(DIN: 00176902)
* Non-executive Director
1. Excludes Directorship in AIS. Also excludes directorships in Foreign Companies and Section 8 Companies as per Companies Act, 2013.
2. In accordance with Listing Regulations, Memberships/ Chairmanships of only Audit Committee and Stakeholders’ Relationship Committee of
public limited companies have been considered. Also excludes the Memberships & Chairmanships in AIS. No Director is a Member of more
than 10 Board - level Committees of public limited companies or is Chairman of more than 5 such Committees.
Board Independence
The Independence of a Director is determined by the criteria stipulated under Regulation 16(1)(b) of the Listing Regulations & Section 149 (6)
of the Companies Act, 2013. Based on the confirmation/ disclosures received from the Independent Directors, no Director holds directorship
in more than the prescribed limit in the Listing Regulations as on 31st March, 2019.
Further, Board has evaluated the independence of Directors and opines that the independent Directors fulfill the conditions specified
in Listing Regulations and are independent of the management.
Matrix setting out the skills / expertise / competence required in the context of its business for it to function effectively and
those actually available with the Board:
1. Strategy and Ability to think strategically; identify and critically assess strategic Yes
planning opportunities and threats. Develop effective strategies in the
context of the strategic objectives of the Company, relevant policies
and priorities.
4. Sales, Marketing & Experience in developing strategies to grow sales and market share, build Yes
Brand building brand awareness and equity and enhance enterprise reputation.
64 |
Information provided to the Board framework to report any matter or activity which may affect
The information being provided to the Board includes: the interest of the Company including but not limited to
reporting of concerns about unethical behaviour, actual or
- Annual operating plans and budgets and any updates suspected fraud or violation of applicable laws or rules of the
thereof; Company including code of conduct and provide adequate
- Capital budgets and any updates thereof; safeguards against victimization of the person availing this
mechanism. The Policy is available on the Company’s website
-
Quarterly results of the Company and its operating
www.aisglass.com/policies and has been appropriately
divisions and business segments;
communicated within the organisation and is effectively
- Minutes of Meetings of the Audit Committee and other operational. The policy provides mechanism whereby whistle
Committees of the Board; blower may send protected disclosures directly to the
- Recruitment and remuneration of senior officers just below Committee as formed under the Policy and in exceptional
board level, including appointment and removal of Chief circumstances to the Chairman of Audit Committee and no
Financial Officer and the Company Secretary; personnel has been denied access to the Committee.
- Materially important show cause, demand, prosecution
and penalty notices; Material Subsidiaries
Pursuant to Listing Regulations, the Company has formulated
- Fatal or serious accidents, dangerous occurrences, any
a policy for determining material subsidiaries. This policy is
material effluent or pollution problems;
available on the Company’s website www.aisglass.com/policies.
- Any material default in financial obligations to and by the
Company, or substantial non-payment for goods sold by Shares and convertible instruments held by Non-executive
the Company; Directors
- Any issue which involves possible public or product liability Mr. B. M. Labroo, Mr. Gautam Thapar and Mr. Rahul Rana hold
claims of substantial nature, including any judgement or 1,37,83,920 equity shares, 85,120 equity shares and 15,200
order which, may have passed strictures on the conduct of equity shares respectively as on 31st March, 2019. No other
the Company or taken an adverse view regarding another Non-executive Director holds any equity share as on that date.
enterprise that can have negative implications on the
Company; Code of Conduct
- Details of any joint venture or collaboration agreement; AIS’s Board has adopted a Code of Conduct for Members of the
Board and Senior Management (“Code”). The Code lays down, in
- Transactions that involve substantial payment towards
detail, the standards of business conduct, ethics and governance.
goodwill, brand equity or intellectual property;
- Significant labour problems and their proposed solutions. A copy of the Code has been posted on the Company’s website
Any significant development in Human Resources/ www.aisglass.com.
Industrial Relations front like signing of wage agreement,
implementation of Voluntary Retirement Scheme, etc.; The Code has been circulated to all Members of the Board
- Sale of material nature, of investments, subsidiaries and and Senior Management and compliance of the same
assets which is not in the normal course of business; has been affirmed by them. A declaration signed by the
Managing Director & C.E.O. to this effect is given below:
- Quarterly details of foreign exchange exposures and the
steps taken by management to limit the risks of adverse I hereby confirm that:
exchange rate movement, if material; and
The Company has obtained from all the Members of the
- Non-compliance of any regulatory, statutory nature or Board and Senior Management an affirmation that they have
listing requirements and shareholders service such as complied with the Code of Conduct in the financial year
non-payment of dividend, delay in share transfer, etc. 2018-19.
Vigil Mechanism
The Company has established a Vigil Mechanism/ Whistle S. Labroo
Blower Policy. The purpose of this mechanism is to provide a Managing Director & C.E.O.
Separate Independent Directors Meeting Part C of Schedule II of the Listing Regulations read with Section
Independent Directors are required to hold and attend a 177 of the Companies Act, 2013. The terms of reference of the
separate meeting in accordance with the provisions of Listing Audit Committee, inter- alia, includes the following:
Regulations. The Independent Directors met one time during
the financial year ended 31st March, 2019 on 12th February, 2019 Powers of Audit Committee
and inter alia, discussed: a) To investigate any activity within its terms of reference.
• the performance of Non-Independent Directors and the b) To seek information from any employee.
Board of Directors as a whole; c) To obtain outside legal or other professional advice.
• t he performance of the Chairperson of the Company, d)
To secure attendance of outsiders with relevant expertise, if
taking into account the views of Executive Directors and it considers necessary.
Non-executive Directors; and
Composition, Meetings & Attendance of the Committee
• a ssess the quality, quantity and timeliness of flow of The Audit Committee comprises of three Non-executive
information between the Company Management and the Directors, all of them are Independent Directors. All the Members
Board that is necessary for the Board to effectively and of the Committee have accounting and financial management
reasonably perform its duties. expertise.
In addition to the formal meeting, interactions outside the The Audit Committee met four times during the financial year
Board Meetings also take place between the Chairman and on 22nd May, 2018, 7th August, 2018, 3rd November, 2018 and
Independent Directors. 12th February, 2019. The time gap between any two meetings
was less than 120 (one hundred and twenty). The composition
Familiarisation Programme for Independent Directors
of the Audit Committee and the attendance of its Members are
The provision of an appropriate induction programme for new detailed below:
Directors is a part of corporate governance standards of AIS. The
Independent Directors, from time to time, request Management Name of Category Status Number of Meetings
to provide details related to any activity, project or process of Members Held Attended
the Company. The management provides such information and Mr. R. Rana Independent Chairman 4 1
training either at the meeting of Board of Directors or otherwise.
Mr. G. Thapar Independent Member 4 3
The details of Familiarisation Programme for Independent Directors
can be accessed through the link https://www.aisglass.com/policy/ Ms. S. Suri Independent Member 4 4
familiarisation_programmes_for_Independent_Directors.pdf.
Mr. Gopal Ganatra, Executive Director, General Counsel &
Committees of the Board Company Secretary acts as Secretary to the Audit Committee.
AIS has four Board Committees – Audit Committee, Nomination
The functions of the Audit Committee, inter alia, include the
and Remuneration Committee, Stakeholders’ Relationship
following:
Committee and Corporate Social Responsibility Committee.
• versight of the Company’s financial reporting process and
o
Details regarding the role and composition of the Board the disclosure of its financial information to ensure that the
Committees, including the number of meetings held during financial statement is correct, sufficient and credible;
the financial year 2018-19 and attendance of the Members are
provided below: • recommendation for appointment, remuneration and
terms of appointment of auditors of the Company;
Audit Committee
• a pproval of payment to statutory auditors for any other
Terms of Reference
services rendered by the statutory auditors;
The composition of audit committee meets the requirements of
Section 177 of the Companies Act, 2013 and Regulation 18 of the • reviewing, with the management, the annual financial
Listing Regulations. The terms of reference of this Committee, statements and auditor’s report thereon before submission
inter alia, covers the matters specified for Audit Committee under to the board for approval, with particular reference to:
66 |
o matters required to be included in the director’s • iscussion with internal auditors of any significant findings
d
responsibility statement to be included in the board’s and follow up there on;
report in terms of clause (c) of sub-section (3) of
• reviewing the findings of any internal investigations
Section 134 of the Companies Act, 2013;
by the internal auditors into matters where there is
o changes, if any, in accounting policies and practices suspected fraud or irregularity or a failure of internal
and reasons for the same; control systems of a material nature and reporting the
o major accounting entries involving estimates based matter to the board;
on the exercise of judgment by management; • discussion with statutory auditors before the audit
o
significant adjustments made in the financial commences, about the nature and scope of audit as well as
statements arising out of audit findings; post-audit discussion to ascertain any area of concern;
o compliance with listing and other legal requirements • to look into the reasons for substantial defaults in the
relating to financial statements; payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;
o disclosure of any related party transactions;
• to review the functioning of the whistle blower mechanism;
o modified opinion(s) in the draft audit report;
• a pproval of appointment of Chief Financial Officer after
• r eviewing, with the management, the quarterly financial
assessing the qualifications, experience and background,
statements before submission to the board for approval;
etc. of the candidate;
• r eviewing, with the management, the statement of uses /
• arrying out any other function as is mentioned in the
C
application of funds raised through an issue (public issue,
terms of reference of the audit committee.
rights issue, preferential issue, etc.), the statement of funds
utilized for purposes other than those stated in the offer • eviewing the utilization of loans and/or advances from/
R
document / prospectus / notice and the report submitted investment by the holding company in the subsidiary
by the monitoring agency monitoring the utilisation of exceeding ` 100 crore or 10% of the asset size of the
proceeds of a public or rights issue, and making appropriate subsidiary.
recommendations to the board to take up steps in this
• anagement discussion and analysis of financial condition
m
matter;
and results of operations;
• r eviewing and monitoring the auditor’s independence and
performance, and effectiveness of audit process; • s tatement of significant related party transactions
(as defined by the audit committee), submitted by
• a pproval or any subsequent modification of transactions of management;
the listed entity with related parties;
• anagement letters / letters of internal control weaknesses
m
• scrutiny of inter-corporate loans and investments; issued by the statutory auditors;
• v aluation of undertakings or assets of the listed entity, • internal audit reports relating to internal control
wherever it is necessary; weaknesses;
• evaluation of internal financial controls and risk
• r eview of appointment, removal and terms of remuneration
management systems;
of the chief internal auditor; and
• reviewing, with the management, performance of statutory
• statement of deviations:
and internal auditors, adequacy of the internal control
systems; o quarterly statement of deviation(s) including report
of monitoring agency, if applicable, submitted to
• reviewing the adequacy of internal audit function, if any,
stock exchange(s) in terms of Regulation 32(1).
including the structure of the internal audit department,
staffing and seniority of the official heading the o annual statement of funds utilized for purposes other
department, reporting structure coverage and frequency than those stated in the offer document/prospectus/
of internal audit; notice in terms of Regulation 32(7).
Nomination and Remuneration Committee Independent Directors, Board, Committees and other Directors
Terms of Reference which include criteria for performance evaluation of the
non-executive directors and executive directors.
The Nomination and Remuneration Committee has been
constituted to formulate the criteria for determining
The criteria for performance evaluation cover the areas
qualifications, positive attributes, independence of a Director,
relevant to the functioning as Independent Directors such
criteria for evaluation of Independent Director and Board,
policy on Board diversity and reviewing and recommending as preparation, participation, conduct and effectiveness. The
to the Board a policy relating to the remuneration of performance evaluation of Independent Directors is done
Directors, Key Managerial Personnel and other employees. by the entire Board of Directors and in the evaluation the
Such recommendations are made considering the overall Directors who are subject to evaluation do not participate.
performance and annual financial results of the Company.
Further the Committee will also identify and recommend to In developing the methodology to be used for evaluation, on
the Board, persons who are qualified to become Directors and the basis of best standards and methods meeting international
who may be appointed in senior management in accordance parameters, the Board/ Committee may take the advice of an
with the criteria laid down, and recommend to the Board their Independent Professional Consultant.
appointment and removal and shall carry out evaluation of
every Director’s performance. Nomination and Remuneration Policy
The Nomination & Remuneration Policy as approved by the
Composition, Meetings & Attendance of the Committee Board on recommendation of the Nomination & Remuneration
The Nomination and Remuneration Committee comprises Committee is available on website of the Company
of three Non-executive Directors, two of them are www.aisglass.com/policies.
Independent Directors. The Composition of the Nomination
and Remuneration Committee is in compliance with the Remuneration to Directors
provisions of Section 178 of the Companies Act, 2013 and Managing Director & C.E.O. and other Executive Directors are paid
Regulation 19 of the Listing Regulations. The Committee remuneration by way of salary, benefits, perquisites & allowances
met two times during the financial year on 22 nd May, 2018, (fixed component) and commission (variable component) on
and 12 th February, 2019. The composition and attendance
the net profits of the Company. The annual increments are as per
of the Nomination and Remuneration Committee is as
the salary scale approved by the Members and are effective from
follows:-
1st April of each year.
Name of Category Status Number of Meetings
Members Held Attended The commission payable to the Managing Director & C.E.O.
and other Executive Directors is decided by the Board, on
Mr. G. Thapar Independent Chairman 2 2
recommendations of Nomination and Remuneration Committee
Mr. B. M. Labroo Promoter, Member 2 2 and within the limits sanctioned by the Shareholders.
Non- executive
Mr. R. Rana Independent Member 2 1 Non-executive Directors are paid sitting fees for attending
During the financial year 2018-19, the Company did not issue the meetings of the Board and its Audit and Nomination &
any stock options to its Directors and employees. Remuneration Committees and the commission on net profits of
the Company as approved by the Board within the overall limits
Mr. Gopal Ganatra, Executive Director, General Counsel & sanctioned by the Shareholders.
Company Secretary acts as the Secretary to the Nomination and
Remuneration Committee. There has been no pecuniary relationship or transaction of the
Non-executive Director vis-a-vis the Company during the year
Performance Evaluation Criteria for Independent Directors
except sitting fees paid to them as detailed above.
Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17(10) of the Listing Regulations, the Company The details of remuneration paid/ payable to the Directors for
has devised a mechanism for performance evaluation of the financial year 2018-19 are given below:
68 |
Name of Directors Sitting Fees (`) Salary, Allowances and Commission# (`) Total
perquisites (`) (`)
1000
900
No. of Complaints
800
700
600
500
400
300
200
100
0
FY 11 FY 12 FY 13 FY 14 FY 15 FY 16 FY 17 FY 18 FY 19
*It does not include request of transfer of shares.
Corporate Social Responsibility Committee Composition, Meetings & Attendance of the Committee
The Corporate Social Responsiblity (CSR) Committee comprises During the financial year 2018-19, 1 (one) meeting of Corporate
of three Non-executive Directors with Independent Director as Social Responsibility Committee was held on 25th May, 2018. The
Chairman. Corporate Social Responsibility (CSR) Committee of AIS composition and attendance of the Committee is as under:
has been constituted in accordance with Section 135 of Companies Name of Category Status No. of Meetings
Act, 2013 read with Companies (Corporate Social Responsibility Members Held Attended
Policy) Rules, 2014 (including any statutory modification(s) or Mr. G. S. Talwar Independent Chairman 1 0
re-enactment thereof for the time being in force). The Committee
formally look into the current CSR activities of the Company in line Mr. B. M. Labroo Promoter Member 1 1
with requirements of Companies Act, 2013 and way forward to Non-executive
pursue AIS’s social projects and programmes in a focused manner Mr. S. Labroo Promoter Member 1 1
ensuring maximum positive impact. Executive
AIS’s on-going CSR initiatives are focused on, inter alia, Management Discussion and Analysis
education, health, water and sanitation, women empowerment A separate chapter on Management Discussion and Analysis is
and livelihood development. given in this Annual Report.
70 |
Other Disclosures of Practices and Procedures for Fair Disclosure of Unpublished
Internal Complaints Committee Price Sensitive Information” and “Code of Conduct to Regulate,
The Company has in place a Policy on Prevention of Sexual Monitor and Report Trading by Designated persons”.
Harassment at Workplace in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, “Code of Practices and Procedures for Fair Disclosure of
Prohibition and Redressal) Act, 2013 and rules framed thereunder. Unpublished Price Sensitive Information” prescribes the
framework for fair disclosure of events and occurrences that could
During the period under review, no complaints were received by impact price discovery in the market for securities of the Company
the Internal Complaints Committee established under the Policy and “Code of Conduct to Regulate, Monitor and Report Trading by
for Prohibition, Prevention and Redressal of Sexual Harassment Designated persons” has been formulated to regulate, monitor
of Women at Workplace of the Company . and report trading by employees and other connected persons.
Disclosures in relation to the Sexual Harassment of Women at
CEO/ CFO Certification
Workplace (Prevention, Prohibition and Redressal) Act, 2013 is
as under: Managing Director & C.E.O. and Chief Financial Officer have
certified to the Board with respect to the financial statements,
S. No. Details Status
internal controls and other matters as required under Listing
1 Number of Complaints filed during the Nil
Regulations.
Financial Year
2 Number of Complaints disposed of during Nil
Commodity Price Risk or Foreign Exchange Risk and Hedging
the Financial Year
Activities
3 Number of Complaints pending as on the Nil
end of the Financial Year The Company is exposed to the risks associated with volatility in
foreign exchange rates mainly on account of import raw materials,
Disclosures of related party transactions stores & spares and CAPEX payments. The Company uses foreign
There have been no significant material related party transactions currency forward contracts to hedge its risks associated with
(RPTs). The related party transactions as per applicable foreign currency fluctuations. The Company does not use forward
accounting standards are disclosed in the Notes to Accounts in contracts for speculative purposes. A robust planning and
this Annual Report. All details relating to business transactions strategy ensures the Company’s interests are protected despite
where Directors may have a potential interest are provided to volatility in foreign exchange rates and commodity prices. The
the Board and the interested Directors neither participate in the details of foreign currency exposure are disclosed in the Note
discussions nor do they vote on such matters. No. 40 to the Standalone Financial Statements.
The Audit Committee and the Board of Directors of the Company Details of utilization of funds raised through preferential
have formulated the Policy on dealing with RPTs and Policy allotment or qualified institutions placement as specified under
on materiality of RPTs which is uploaded on the website of Regulation 32 (7A)
the Company and can be accessed through link https://www.
aisglass.com/policy/Policy_on_Related_Party_Transactions.pdf. Total Fees paid to Statutory auditors
The total fees paid to M/s VSSA & Associates, Statutory Auditors
Details of non-compliance by the Company
by the Company and its subsidiaries; on a consolidated basis
During the last three years there has been no instance of for the Financial Year 2018-19 is ` 50,16,681 (Rupees Fifty Lakhs
non-compliance by the Company on any matter related to capital Sixteen thousand Six Hundred and Eighty One).
markets. However, the company submitted its financial results for
the quarter ended 31st December, 2016 after the expiry of timeline Shareholders
stipulated in Regulation 33(3)(a) of Listing Regulations with an
Disclosure regarding appointment/ re-appointment/
inadvertent delay of one day and hence, National Stock Exchange
resignation of Directors
of India Ltd. and BSE Ltd. had imposed penalties amounting to
` 5,000 each which was paid by the company in due time. In terms of Section 149 of the Companies Act, 2013 and Article 70
of the Articles of Association of the Company, Dr. Satoshi Ishizuka
Code for prevention of Insider Trading Practices and Mr. B. M. Labroo, Directors of the Company will retire at the
In compliance of the provisions of SEBI (Prohibition of Insider forthcoming Annual General Meeting of the Company, and being
Trading) Regulations, 2015, the Company has formulated “Code eligible, offer themselves for re-appointment.
Financial Year Day and Date Time Location of the meeting Special Resolution(s) passed
Postal Ballot
During the year under review, the Company passed a resolution through postal ballot, details of the resolution are as under:
Name of the Resolution Type of No. of votes Votes Cast in favour Votes cast against
Resolution Polled
No. of votes % No. of votes %
Approval for Mr. B. M. Labroo (DIN : 00040433) Special 18,56,71,998 18,42,14,771 99.22 14,57,227 0.78
to continue as Non –executive Director of the
Company, designated as Chairman beyond
1st April, 2019.
The details of publications of financial results in the year under As on 31st March, 2019, the Company has complied with the all
applicable mandatory requirements of the Listing Regulations.
review are as under:
72 |
Non-Mandatory Requirements Book Closure
The Chairman of the Board is a Non-executive Director who is The dates of book closure will be 31st July, 2019 to
maintaining the Chairman’s office and his position is separate 6th August, 2019 (both days inclusive)
from that of the Managing Director & C.E.O.
Dividend
Shareholders’ Rights/ Information
Your Directors have recommended dividend of ` 1 (at 100%) on
Information like financial results, official news releases, press Equity Shares of ` 1 each for the financial year 2018-19. Dividend,
releases, presentation to analysts, etc. are displayed on the if declared, shall be paid on or after 12th August, 2019.
Company’s website www.aisglass.com.
Listing
Auditors’ Certificate on Corporate Governance
BSE Ltd. and National Stock Exchange of India Ltd. (NSE)
The Company has obtained a Certificate from the Statutory
Auditors regarding compliance of conditions of corporate
governance, as mandated in Listing Regulations. The certificate Stock Codes
is annexed to this Annual Report. ISIN No. INE439A01020
For the year ending 31st March, 2020, results will be announced 1) Mr. Gopal Ganatra, Executive Director, General Counsel
by: & Company Secretary, through the e-mail address,
[email protected], under the “For Investor” section of
First quarter Second week of August, 2019 the website of the Company; or
Second quarter Second week of November, 2019
Third quarter Second week of February, 2020 2) Mr. Shailesh Agarwal, Executive Director & Chief Financial
Fourth quarter and annual Fourth week of May, 2020 Officer.
150
100
50
0
Apr-18
May-18
Jun-18
Jul-18
Aug-18
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Mar-19
AIS’s Share Performance versus NSE Nifty
150
100
50
0
Apr-18
May-18
Jun-18
Jul-18
Aug-18
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Mar-19
Note: AIS share price, BSE Sensex and NSE Nifty are indexed to 100 as on 1st April, 2018
74 |
Monthly high and low share price of AIS for 2018-19 at BSE and NSE:
Month Bombay Stock Exchange National Stock Exchange
High (`) Low (`) High (`) Low (`)
Apr 2018 372.05 333.30 371.00 331.00
May 2018 385.20 328.25 386.00 329.00
Jun 2018 351.95 328.00 346.95 326.00
Jul 2018 346.25 320.00 347.00 325.00
Aug 2018 352.75 319.25 355.00 318.45
Sep 2018 367.00 317.45 366.00 315.00
Oct 2018 341.95 279.40 320.00 276.90
Nov 2018 294.70 250.00 295.05 253.00
Dec 2018 269.65 238.50 267.55 240.00
Jan 2019 272.00 253.65 272.80 254.00
Feb 2019 262.00 242.30 262.00 241.35
Mar 2019 282.75 255.05 283.85 255.00
Source: www.bseindia.com, www.nseindia.com
S. Particulars Number of % of Total In the case of transfers in physical form which are lodged at the
No. Shares Issued Capital above offices of the Registrar and Share Transfer Agent, such
transfers are processed within the stipulated time period. All
1. Shares held in 2,57,52,672 10.59 share transfers are approved by the officials authorised by the
dematerialized form Board and thereafter ratified by the Stakeholders’ Relationship
in CDSL Committee at its next meeting.
2. Shares held in 21,29,09,180 87.59
dematerialized form Communication
in NSDL Communication regarding share transfer, change of address,
dividend, etc. can be addressed to the RTA at the addresses
3. Shares held in physical 44,28,079 1.82
given above. Shareholders’ correspondence/ communication is
form
acknowledged and attended to within the stipulated time, as
Total 24,30,89,931 100 applicable.
76 |
Credit Rating
The Credit Ratings obtained by the Company during FY 2018-19 are below:
Bank Facilities Rating
Long Term Bank Facilities CARE A; Stable’
Short Term Bank Facilities CARE A1’
I, Sundeep Kumar Parashar, Company Secretary in Practice, hereby state that based on the examination of records and documents
provided by the management of the company, its officers and written representations received from the Directors of the Company,
it is certified that as on 31st March, 2019, none of the directors on the board of the Company have been debarred or disqualified
from being appointed or continuing as directors of company by the Board/Ministry of Corporate Affairs or any such statutory
authorities.
To the Members of Auditing specified under Section 143 (10) of the Companies Act,
Asahi India Glass Limited, 2013, in so far as applicable for the purpose of this certificate and
as per the Guidance Note on Reports or Certificates for Special
We have examined the compliance of conditions of Corporate Purposes issued by The ICAI which requires that we comply with
Governance by Asahi India Glass Limited for the year ended the ethical requirements of the Code of Ethics issued by The ICAI.
on 31st March, 2019 as stipulated in Regulations 17 to 27 and
clauses (b) to (i) of Regulation 46(2) and para C and D of Schedule We have complied with the relevant applicable requirements
V to the Securities and Exchange Board of India (SEBI) (Listing of the Standard on Quality Control (SQC) 1, quality control for
Obligations and Disclosure Requirements) Regulations, 2015 firms that perform audits and reviews of Historical Financial
(the “Listing Regulations”). Information and Other Assurance and Related Services
Engagements.
Management’s Responsibility
Opinion
The compliance of conditions of Corporate Governance is the
Based on our examination of the relevant records and according
responsibility of the Management. This responsibility includes
to the information and explanations provided to us and the
the design, implementation and maintenance of internal control
representations provided by the management, we certify that
and procedures to ensure the compliance with the conditions of
the Company has complied with the conditions of Corporate
the Corporate Governance stipulated in the Listing Regulations.
Governance as stipulated in the Listing Regulations, as applicable
Auditor’s Responsibility for the year ended March 31, 2019, as referred to in paragraph 1
above.
Our responsibility is limited to examining the procedures and
implementation thereof adopted by the Company for ensuring We further state that such compliance is neither an assurance
compliance with the conditions of the Corporate Governance. It as to the future viability of the Company nor of the efficiency
is neither an audit nor an expression of opinion on the Financial or effectiveness with which the management has conducted the
Statements of the Company. affairs of the Company.
We have examined the books of account and other relevant For V S S A & Associates
records and documents maintained by the Company for the
Chartered Accountants
purposes of providing reasonable assurance on the compliance
{Firm Registration No. 012421N}
with Corporate Governance requirements by the Company.
78 |
Independent Auditors’ Report
To the Members of the Standalone Ind AS Financial Statements as a whole, and in
Asahi India Glass Limited forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Report on the audit of the Standalone Ind AS Financial
Statements We have determined that there are no key audit matters to
communicate in our report.
Opinion
We have audited the Standalone Ind AS Financial Statements of Management’s Responsibility for the Standalone Ind AS
Asahi India Glass Limited (“the Company”), which comprise the Financial Statements
Balance Sheet as at 31st March, 2019, the Statement of Profit The Company’s Board of Directors is responsible for the matters
and Loss, Statement of Changes in Equity and Statement of stated in Section 134 (5) of the Companies Act, 2013 (“the Act”)
Cash Flows for the year then ended, and notes to the Financial with respect to the preparation of these Standalone Ind AS
Statements, including a summary of significant accounting Financial Statements that give a true and fair view of the financial
policies and other explanatory information. position, financial performance including Other Comprehensive
Income, changes in equity and cash flows of the Company in
In our opinion and to the best of our information and according accordance with the accounting principles generally accepted
to the explanations given to us, the aforesaid Standalone Ind in India, including the Indian Accounting Standards (Ind AS)
AS Financial Statements give the information required by the prescribed under Section 133 of the Act. This responsibility
Act in the manner so required and give a true and fair view in also includes maintenance of adequate accounting records in
conformity with the accounting principles generally accepted accordance with the provisions of the Act for safeguarding of the
in India, of the state of affairs of the Company as at 31st March, assets of the Company and for preventing and detecting frauds
2019 and its profit, changes in equity and its cash flows for the and other irregularities; selection and application of appropriate
year ended on that date. accounting policies; making judgements and estimates that
are reasonable and prudent; and design, implementation and
Basis for Opinion maintenance of adequate internal financial controls, that were
We conducted our audit in accordance with the Standards on operating effectively for ensuring the accuracy and completeness
Auditing (SAs) specified under section 143(10) of the Companies of the accounting records, relevant to the preparation and
Act, 2013. Our responsibilities under those Standards are further presentation of the Standalone Ind AS Financial Statements that
described in the Auditor’s Responsibilities for the Audit of the give a true and fair view and are free from material misstatement,
Standalone Ind AS Financial Statements section of our report. We whether due to fraud or error.
are independent of the Company in accordance with the Code
In preparing the Standalone Ind AS Financial Statements,
of Ethics issued by The Institute of Chartered Accountants of
management is responsible for assessing the Company’s ability to
India together with the ethical requirements that are relevant to
continue as a going concern, disclosing, as applicable, matters related
our audit of the Standalone Ind AS Financial Statements under
to going concern and using the going concern basis of accounting
the provisions of the Companies Act, 2013 and the Rules there- unless management either intends to liquidate the Company or to
under, and we have fulfilled our other ethical responsibilities in cease operations, or has no realistic alternative but to do so.
accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient The Board of Directors are also responsible for overseeing the
and appropriate to provide a basis for our opinion. Company’s financial reporting process.
Key Audit Matters Auditor’s Responsibilities for the Audit of the Standalone
Key audit matters are those matters that, in our professional Ind AS Financial Statements
judgement, were of most significance in our audit of the Our objectives are to obtain reasonable assurance about whether
Standalone Ind AS Financial Statements of the current period. the Standalone Ind AS Financial Statements as a whole are free
These matters were addressed in the context of our audit of from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable Statements represent the underlying transactions and events in
assurance is a high level of assurance, but is not a guarantee that a manner that achieves fair presentation.
an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise We communicate with those charged with governance
from fraud or error and are considered material if, individually regarding, among other matters, the planned scope and
or in the aggregate, they could reasonably be expected to timing of the audit and significant audit findings, including
influence the economic decisions of users taken on the basis of any significant deficiencies in internal control that we identify
these Standalone Ind AS Financial Statements. during our audit.
As part of an audit in accordance with SAs, we exercise We also provide those charged with governance with a statement
professional judgement and maintain professional skepticism that we have complied with relevant ethical requirements
throughout the audit. We also: regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought
Identify and assess the risks of material misstatement of the to bear on our independence, and where applicable, related
Standalone Ind AS Financial Statements, whether due to fraud or safeguards.
error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate From the matters communicated with those charged with
to provide a basis for our opinion. The risk of not detecting a governance, we determine those matters that were of most
material misstatement resulting from fraud is higher than for significance in the audit of the Standalone Ind AS Financial
one resulting from error, as fraud may involve collusion, forgery, Statements of the current period and are therefore the key
intentional omissions, misrepresentations, or the override of audit matters. We describe these matters in our auditor’s
internal control. report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we
Obtain an understanding of internal control relevant to the determine that a matter should not be communicated in our
audit in order to design audit procedures that are appropriate report because the adverse consequences of doing so would
in the circumstances. Under section 143(3)(i) of the Companies reasonably be expected to outway the public interest benefits
Act, 2013, we are also responsible for expressing our opinion on of such communication.
whether the Company has adequate internal financial controls
system in place and the operating effectiveness of such controls. Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report), Order,
Evaluate the appropriateness of accounting policies used and
2016 (“the Order”) issued by the Central Government
reasonableness of accounting estimates and related disclosures
of India in terms of sub-section (11) of section 143 of
made by management.
the Companies Act, 2013, we give in the “Annexure-A”, a
Conclude on the appropriateness of management’s use of the statement on the matters specified in paragraphs 3 and 4
going concern basis of accounting and, based on the audit of the Order to the extent applicable.
evidence obtained, whether a material uncertainty exists related
2. As required by Section 143 (3) of the Act, we report that:
to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude a) We have sought and obtained all the information and
that a material uncertainty exists, we are required to draw explanations which to the best of our knowledge and
attention in our auditor’s report to the related disclosures in the belief were necessary for the purposes of our audit.
Standalone Ind AS Financial Statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are b) In our opinion, proper books of account as required
based on the audit evidence obtained upto the date of our by law have been kept by the Company so far as it
auditor’s report. However, future events or conditions may cause appears from our examination of those books.
the Company to cease to continue as a going concern.
c) The Balance Sheet, the Statement of Profit and Loss
Evaluate the overall presentation, structure and content of including Other Comprehensive Income and the
the Standalone Ind AS Financial Statements, including the Cash Flow Statement dealt with by this Report are in
disclosures and whether the Standalone Ind AS Financial agreement with the books of account.
80 |
d) In our opinion, the aforesaid Standalone Ind AS i) The Company has disclosed the impact of pending
Financial Statements comply with the Indian litigations on its financial position in its Standalone Ind
Accounting Standards specified under Section 133 of AS Financial Statements - refer Note 39 to Standalone
the Act read with Rule 7 of the Companies (Accounts) Ind AS Financial Statements.
Rules, 2014.
ii) The Company did not have any long-term contracts
e) On the basis of the written representations received
including derivative contracts for which there were
from the directors, as on 31st March, 2019 taken on
any material foreseeable losses.
record by the Board of Directors, none of the directors
is disqualified as on 31st March, 2019, from being iii) There were no amounts which were required to be
appointed as a director in terms of Section 164 (2) of transferred to the Investor Education and Protection
the Act. Fund by the Company.
f ) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to For V S S A & Associates
our separate Report in “Annexure B”. Chartered Accountants
{Firm Registration No. 012421N}
g) 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 CA Samir Vaid
our opinion and to the best of our information and Place: New Delhi Partner
according to the explanations given to us: Dated: 22nd May, 2019 Membership No. 091309
i. a)
The Company has maintained proper records are not required to and have not carried out any detailed
showing full particulars, including quantitative details examination of such accounts and records.
and situation of fixed assets.
vii. a) According to the information and explanations given
b)
The Company has a regular program of physical to us and the records of the Company examined
verification of its fixed assets through which all fixed by us, the Company has been generally regular in
assets are verified, in a phased manner over a period of depositing undisputed statutory dues, including
three years. In our opinion, the periodicity of physical Provident Fund, Employees’ State Insurance, Income
verification is reasonable having regard to the size of Tax, Duty of Customs, Goods and Services Tax, Cess
the Company and the nature of its assets. As informed and other statutory dues with the appropriate
to us, no material discrepancies were noticed on such authorities during the year. We are informed that
verification. there are no undisputed statutory dues as at the year
end, outstanding for a period of more than six months
c) The title deeds of immovable properties are held in from the date they become payable.
the name of the Company.
b) According to the information and explanations given
ii. The inventories except goods in transit have been physically to us there are no dues of Income Tax, Goods and
verified by the management at reasonable intervals during Services Tax, Sales Tax, Service Tax, Duty of Customs,
the year, and no material discrepancies were noticed on
Duty of Excise, Value Added Tax as on 31st March, 2019
physical verification.
which have not been deposited with the appropriate
authorities on account of any dispute other than
iii. The Company has not granted any loans, secured or
those mentioned below:-
unsecured to companies, firms, limited liability partnerships
or other parties covered in the register maintained under
Section 189 of the Companies Act, 2013 as per information Nature Of dues Amount Period Forum where
and explanations given to us. Consequently the provisions (` Lakhs) to which the dispute is
of clauses 3(iii)(a), (iii)(b) and (iii)(c) of the Order are not amount pending
applicable. relates
Sales Tax/VAT 970 2002-03 and High Court
iv. In our opinion and according to the information and 2003-04
explanations given to us, in respect of investments, Sales Tax/VAT 3933 2006-07, 2007- Deputy/Joint
guarantees and security provisions of Section 185 and 186 08, 2011-12 to Commissioner/
of the Companies Act, 2013 have been complied with. 2014-15 VAT Tribunal
v. As per information and explanations given to us, the Excise Duty and 4117 2002-03 to Commissioner
Company has not accepted any deposits from the public Service Tax 2015-16 of Central
under Section 73 to 76 of the Companies Act, 2013 and Excise/Service
hence the provisions of clause 3 (v) of the Order are not Tax/ Additional
Director
applicable.
General/CESTAT
vi. We have broadly reviewed the records maintained by the Others 15 Commissioner
Company pursuant to the Rules prescribed by the Central Customs
Government for maintenance of cost records under Sub
Section (1) of Section 148 of the Companies Act, 2013 and viii. According to the records of the Company examined by us
are of the opinion that prima facie the prescribed accounts and on the basis of information and explanations given to
and records have been made and maintained. However, we us, the Company has not defaulted in repayment of dues to
82 |
banks, financial institutions and Government. The Company Ind AS Financial Statements as required by the applicable
has not obtained any borrowings by way of debentures. accounting standards.
ix. In our opinion and according to the information and xiv. According to the information and explanations given to
explanations given to us, term loans have been applied us and based on our examination of the records of the
for the purpose for which they were raised. The Company Company, the Company has not made any preferential
has not raised any monies by way of initial public offer or allotment or private placement of shares or fully or partly
further public offer (including debt instruments). convertible debentures during the year under review.
Accordingly, provisions of clause 3(xiv) of the Order are not
x. To the best of our knowledge and according to the applicable to the Company.
information and explanations given to us, no fraud by the
Company and material fraud on the Company by its officers xv. According to the information and explanations given
or employees has been noticed or reported during the year. to us, the Company has not entered into any non-cash
transactions with directors or persons connected with
xi. In our opinion and according to the information and
them and hence provisions of clause 3(xv) of the Order are
explanations given to us, managerial remuneration has
not applicable to the Company.
been paid or provided in accordance with the requisite
approvals mandated by the provisions of Section 197 read
xvi. In our opinion and according to the information and
with Schedule V to the Companies Act, 2013.
explanations given to us, the Company is not required to
be registered under Section 45-IA of the Reserve Bank of
xii. In our opinion and according to the information and
India Act, 1934.
explanations given to us, the Company is not a Nidhi
Company. Therefore, the provisions of clause (xii) of the
For V S S A & Associates
Order are not applicable to the Company.
Chartered Accountants
xiii. In our opinion and according to the information and {Firm Registration No. 012421N}
explanations given to us all transactions with the related
parties are in compliance with Sections 177 and 188 of CA Samir Vaid
the Companies Act, 2013, where applicable. The details of Place: New Delhi Partner
such related party transactions have been disclosed in the Dated: 22nd May, 2019 Membership No. 091309
We have audited the internal financial controls over financial system over financial reporting and their operating effectiveness.
reporting of Asahi India Glass Limited (“the Company”) as of 31st Our audit of internal financial controls over financial reporting
March, 2019 in conjunction with our audit of the Standalone Ind included obtaining an understanding of internal financial
AS Financial Statements of the Company for the year ended on controls over financial reporting, assessing the risk that a
that date. material weakness exists and testing and evaluating the design
and operating effectiveness of internal control based on the
Management’s Responsibility for Internal Financial Controls assessed risk. The procedures selected depend on the auditor’s
The Company’s management is responsible for establishing judgement, including the assessment of the risks of material
and maintaining internal financial controls based on the misstatement of the Financial Statements, whether due to fraud
internal control over financial reporting criteria established or error.
by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of We believe that the audit evidence we have obtained is sufficient
Internal Financial Controls over Financial Reporting issued by and appropriate to provide a basis for our audit opinion on the
The Institute of Chartered Accountants of India (“The ICAI”). Company’s internal financial controls system over financial
These responsibilities include the design, implementation and reporting.
maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient Meaning of Internal Financial Controls over Financial
conduct of its business, including adherence to Company’s Reporting
policies, the safeguarding of its assets, the prevention and A Company’s internal financial control over financial reporting is
detection of frauds and errors, the accuracy and completeness a process designed to provide reasonable assurance regarding
of the accounting records, and the timely preparation of reliable the reliability of financial reporting and the preparation of
financial information, as required under the Companies Act, Financial Statements for external purposes in accordance
2013. with Generally Accepted Accounting Principles. A Company’s
internal financial control over financial reporting includes those
Auditor’s Responsibility policies and procedures that (1) pertain to the maintenance of
Our responsibility is to express an opinion on the Company’s records that, in reasonable detail, accurately and fairly reflect
internal financial controls over financial reporting based on our the transactions and dispositions of the assets of the Company;
audit. We conducted our audit in accordance with the Guidance (2) provide reasonable assurance that transactions are recorded
Note on Audit of Internal Financial Controls over Financial as necessary to permit preparation of Financial Statements in
Reporting (the “Guidance Note”) issued by The Institute of accordance with generally accepted accounting principles, and
Chartered Accountants of India and the standards on auditing, that receipts and expenditures of the Company are being made
issued by ICAI and deemed to be prescribed under Section only in accordance with authorizations of management and
143(10) of the Companies Act, 2013, to the extent applicable directors of the Company; and (3) provide reasonable assurance
to an audit of internal financial controls, both applicable to an regarding prevention or timely detection of unauthorized
audit of internal financial controls both issued by the Institute acquisition, use, or disposition of the Company’s assets that
of Chartered Accountants of India. Those standards and the could have a material effect on the Financial Statements.
Guidance Note require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance Inherent Limitations of Internal Financial Controls over
about whether adequate internal financial controls over financial Financial Reporting
reporting was established and maintained and if such controls Because of the inherent limitations of internal financial controls
operated effectively in all material respects. over financial reporting, including the possibility of collusion
or improper management override of controls, material
Our audit involves performing procedures to obtain audit misstatements due to error or fraud may occur and not be
evidence about the adequacy of the internal financial controls detected. Also, projections of any evaluation of the internal
84 |
financial controls over financial reporting to future periods 2019, based on the internal control over financial reporting
are subject to the risk that the internal financial control over criteria established by the Company considering the essential
financial reporting may become inadequate because of changes components of internal control stated in the Guidance Note
in conditions, or that the degree of compliance with the policies on Audit of Internal Financial Controls over Financial Reporting
or procedures may deteriorate. issued by the Institute of Chartered Accountants of India.
As per our report of even date For and on behalf of the Board
86 |
Statement of Profit and Loss for the
Year Ended 31st March, 2019
(` Lakhs)
Particulars Note Year Ended Year Ended
31st March, 2019 31st March, 2018
Income
Revenue from Operations 25 285851 263636
Other Income 26 2050 2573
Total Income 287901 266209
Expenses
Cost of Materials Consumed 95558 87525
Purchase of Stock-in-Trade 1147 3393
Changes in Inventories of Finished Goods, Work-in-Progress,
Stock-in-Trade and Others 27 (5814) 607
Excise Duty - 4586
Employee Benefits Expense 28 26089 25245
Finance Costs 29 13454 12308
Depreciation and Amortization Expense 30 11526 9178
Other Expenses 31 116843 94635
Total Expenses 258803 237477
Profit before Exceptional Items and Tax 29098 28732
Exceptional Items 32 264 488
Profit Before Tax 28834 28244
Tax Expense
Current Tax
For the Year (6150) (6028)
Relating to Earlier Year - 40
Deferred Tax (3677) (3721)
Profit for the Year 19007 18535
Other Comprehensive Income
Items that will not be reclassified to Profit or Loss
Net Actuarial Loss on Defined Benefit Plans (605) (299)
Net Gain/(Loss) on Fair Value of Equity Instruments (131) 313
Other Comprehensive Income reclassified to Profit or Loss - (105)
Deferred Tax on Other Comprehensive Income 132 80
Other Comprehensive Income for the year, Net of Income Tax (604) (11)
Total Comprehensive Income for the year 18403 18524
Earnings per Equity Share 38
Basic (`) 7.82 7.62
Diluted (`) 7.82 7.62
See accompanying notes to the Financial Statements 1 to 51
As per our report of even date For and on behalf of the Board
88 |
(` Lakhs)
Particulars Year Ended Year Ended
31st March, 2019 31st March, 2018
Amount Amount Amount Amount
Repayment of Non-Current Borrowings (10496) (28558)
Proceeds from Current Borrowings (Net) (3382) 9255
Dividend and Dividend Tax Paid (4396) (2926)
Net Cash Generated From Financing Activities 8613 (48)
Net Increase in Cash and Cash Equivalents 300 146
(A + B + C)
Cash and Cash Equivalents at the Beginning of the Year 1506 1360
Cash and Cash Equivalents at the End of the Year 1806 1506
Notes:
i) The Statement of Cash Flows has been prepared in accordance with the ‘Indirect Method’ as set out in the Ind AS 7 on “Statement of
Cash Flows”
II) Previous Year figures have been restated wherever necessary.
As per our report of even date For and on behalf of the Board
As per our report of even date For and on behalf of the Board
90 |
Notes to the Standalone Financial Statements for the
Year Ended 31st March, 2019
1A. Corporate Information the assets to its working condition for its intended
Asahi India Glass Limited (“the Company”) is a public use, net changes on foreign exchange contracts and
limited Company incorporated in India with its Registered adjustments arising from exchange rate variations
Office at Delhi and is listed on the Bombay Stock Exchange attributable to the assets.
Limited (BSE) and the National Stock Exchange of India
Subsequent costs are included in the asset’s carrying
Limited (NSE). The Company is engaged interalia, in the
amount or recognized as a separate asset, as appropriate,
business of manufacturing of Auto Glass, Float Glass and
only when it is probable that future economic benefits
other value added Glasses.
associated with the item will flow to the entity and the
cost can be measured reliably. All other repairs and
1B. Significant Accounting Policies
maintenance are charged to profit or loss during the
The significant accounting policies applied by the Company reporting period in which they are incurred.
in the preparation of its Financial Statements are listed below.
Such accounting policies have been applied consistently to Depreciation Method and Estimated Useful Life
all the periods presented in these Financial Statements. Depreciation is provided on the straight line method over
the estimated useful life of the assets as prescribed under the
(a) Statement of Compliance Schedule II to the Companies Act 2013 except in respect of
The Financial Statements have been prepared as a the following assets, where useful life is different than those
going concern in accordance with Indian Accounting prescribed in Schedule II ( based on technical evaluation):
Standards (Ind AS) notified under Section 133 of
i. Carpeted roads-other than RCC - Auto SBU 15 years
the Companies Act, 2013 (“the Act”) including the
rules notified under the relevant provisions of the ii. Carpeted roads-other than RCC - Float SBU 25 years
Companies Act, 2013. iii. Fences (Boundary Walls) - Float SBU 25 years
iv. Plant and Equipments
(b) Basis for Preparation & Presentation
a) Tooling, Utility, Forklifts, Testing 20 years
The Financial Statements have been prepared under
Equipments
the historical cost convention on accrual basis with the
exception of certain assets and liabilities carried at fair b) Continuous Process Plant and 18 years
values. The Assets and Liabilities have been classified Electrical Installations forming part
as Current/Non Current as per the Companies normal thereto
operating cycle and other criteria set out in the c) Float Glass Melting Furnace 15 years
Act. Based on the nature of products and the time d) Other parts of Plant and 25 years
between the acquisition of assets for processing Equipments (where cost of a part
and their realization in cash and cash equivalents, asset is significant to total cost of
the Company has ascertained its operating cycle as the asset)
12 months for the purpose of Current/Non Current
v. Electrical Installations- Auto SBU 25 years
classification of assets and liabilities.
The principal accounting policies are set out below. vi. Leasehold Land and improvements are depreciated
over the period of lease.
(c) Property, Plant and Equipment-Tangible Assets
Property, Plant and Equipment are stated at cost, net vii. Plant & Equipment not represented by physical assets
of recoverable taxes, trade discounts and rebates less owned by the Company are amortized over a period
accumulated depreciation and impairment losses, of 5 years
if any. Such cost includes purchase price, borrowing viii. Gains and losses on disposals are determined by
cost and any cost directly attributable to bringing comparing proceeds with carrying amount and such
gains or losses are recognized as income or expense Assets held under finance leases are initially recognized as
in the Statement of Profit and Loss. assets of the Company at their fair value at the inception of
the lease or, if lower at the present value of the minimum
ix. Cost of items of Property, Plant and Equipment not lease payments. The corresponding liability to the lessor is
ready for intended use as on the Balance Sheet date is included in the Balance Sheet as a finance lease obligation.
disclosed as capital work in progress. Advances given Amounts due from lessees under finance leases are
towards acquisition of Property, Plant and Equipment recognized as receivables at the amount of the Company’s
outstanding at each Balance Sheet date are disclosed net investment in the leases. Finance lease income is
as Capital Advance under Other Non Current Assets. allocated to accounting periods so as to reflect a constant
periodic rate of return on the Company’s net investment
(d) Intangible Assets and Amortization outstanding in respect of the leases.
Intangible assets are stated at cost, net of recoverable
taxes, trade discounts and rebates less accumulated Rental expenses from operating leases is recognized
amortization and impairment loss, if any. The cost on straight line basis over the term of the relevant lease
comprises of purchase price, borrowing costs and any cost unless the payments are structured to increase in line
directly attributable to bringing the asset to its working with expected general inflation to compensate for the
condition for the intended use. expected inflationary cost increase where such increases
are recognized in the period in which such benefits accrue.
Gains and losses on disposals are determined by comparing
proceeds with carrying amount. These are recognized as (g) Financial Instruments, Financial Assets, Financial
income or expense in the Statement of Profit and Loss. Liabilities and Equity Instruments
Financial Assets and Financial Liabilities are recognized
Cost of items of intangible assets not ready for intended
when the Company becomes a party to the contractual
use as on the Balance Sheet date is disclosed as intangible
provisions of the relevant instrument. Since the transaction
assets under development.
price does not differ significantly from the fair value of
the financial asset or financial liability, the transaction
Amortization Method and Estimated Useful Life
price is assumed to be the fair value on initial recognition.
Amortization is charged on a straight line basis over
Transaction costs that are directly attributable to the
the estimated useful life. The estimated useful life and
acquisition or issue of financial assets and financial
amortization method are reviewed at the end of each
liabilities are added to or deducted from the fair value on
annual reporting period with the effect of any changes in
initial recognition of financial assets or financial liabilities.
the estimate being accounted for on a prospective basis.
Purchase and sale of financial assets are recognized using
trade date accounting.
(e) Impairment
Tangible and Intangible assets are tested for impairment i. Financial Assets
whenever events or changes in circumstances indicate Financial assets include Trade Receivables, Advances,
that the carrying amount may not be recoverable. An Security Deposits, Cash and Cash Equivalents etc which
impairment loss is recognized for the amount by which the are classified for measurement at amortized cost. The
asset’s carrying amount exceeds its recoverable amount. The Company accounts its investments in subsidiaries
recoverable amount is the higher of an asset’s fair value less
and associates at cost. However, all other equity
costs of disposal and value in use. Non financial assets that
investments are measured at fair value, with value
suffered an impairment are reviewed for possible reversal of
changes recognized through “Other Comprehensive
the impairment at the end of each reporting period.
Income.”
(f) Leases Management determines the classification of an
Leases are classified as finance leases whenever the terms asset at initial recognition depending on the purpose
of the lease transfer substantially all the risks and rewards for which the assets were acquired. The subsequent
of ownership to the lessee. All other leases are classified as measurement of financial assets depends on such
operating leases. classification.
92 |
Impairment: (h) Inventories
The Company assesses at each reporting date whether Inventories are valued at lower of cost and net realizable value
a financial asset (or a group of financial assets) are except waste which is valued at estimated realizable value as
tested for impairment based on available evidence certified by the management. The basis of determining cost
or information. Expected credit losses are assessed for various categories of inventories are as follows:
and loss allowances recognized if the credit quality of
Stores, Spare Parts, Weighted moving average
the financial asset has deteriorated significantly since
Packing Materials and method except stores
initial recognition.
Raw Materials segregated for specific purposes
De-Recognition: and materials in transit valued at
their specific cost.
Financial assets are derecognized when the right
to receive cash flow from the assets has expired, Work in Progress and Material cost plus appropriate
or has been transferred and the Company has Finished Goods share of production overheads.
transferred substantially all of the risks and rewards Stock in Trade First in First Out method based
of ownership. on actual cost.
Exchange gains or losses on foreign currency current tax liabilities and when they relate to income taxes
borrowings taken prior to 1st April, 2017 which are levied by the same taxation authority.
related to the acquisition or construction of qualifying
assets are adjusted in the carrying cost of such assets. The Company periodically evaluates positions taken in the
tax returns with respect to situations in which applicable
Exchange Fluctuations on other long term foreign tax regulations are subject to interpretation and establishes
currency monetary items prior to above date are provisions where appropriate.
accumulated in Foreign Currency Monetary Item
Translation Difference Account. Deferred tax is the tax arising from temporary differences
between the carrying amounts of assets and liabilities in
ii. Derivative Financial Instruments the Balance Sheet and the corresponding tax bases used in
In the ordinary course of business, the Company uses the computation of taxable profit. Deferred tax liabilities are
certain financial instruments to reduce business risks generally recognized for all taxable temporary differences
which arise from its exposure to foreign exchange and deferred tax assets are recognized to the extent that
rate risks, commodity price risks and interest rate it is probable that taxable profits will be available against
fluctuations. The instruments are confined mainly to which deductible temporary differences can be utilized.
forward contracts, certain other derivative financial Deferred tax is calculated at the tax rates that are expected
instruments and interest rate swaps. to apply in the period when the liability is settled or the
asset realized, based on tax rates that have been enacted
Derivatives are initially accounted for and measured at or substantively enacted by the reporting date.
fair value from the date derivative contract is entered
into and subsequently remeasured to their fair value Deferred income tax assets and liabilities are off set against
each other and the resultant net amount is presented in
at the end of each reporting period.
the Balance Sheet if and only when the Company currently
(k) Cash and Cash Equivalents has a legally enforceable right to set off the current income
tax assets and liabilities.
For the purpose of presentation in the statement of Cash
Flows, Cash and Cash Equivalents includes cash in hand, Current and deferred tax is recognized in profit or loss,
cheques/drafts in hand, demand deposits with banks, except to the extent that it relates to items recognized in
short term balances, highly liquid investments that are Other Comprehensive Income or directly in equity. In this
readily convertible into known amounts of cash and which case the tax is also recognized in Other Comprehensive
are subject to insignificant risk of changes in value. Book Income or directly in equity respectively.
overdrafts are shown within Other Financial Liabilities in the
Balance Sheet and form part of Cash and Cash Equivalents (m) Employee Benefits
in the Cash Flow Statement.
i. Short Term Employee Benefits
(l) Taxes on income Short term employee benefits are expensed as the
related service is provided. A liability is recognized
Income tax expense represents the sum of the current tax
for the amount expected to be paid if the Company
and deferred tax.
has a present legal or constructive obligation to pay
this amount as a result of past service provided by
Current tax charge is based on taxable profit for the
the employee and the obligation can be estimated
year. Taxable profit differs from profit as reported in the
reliably.
Statement of Profit and Loss because some items of income
or expense are taxable or deductible in different years or
ii. Post Employment Benefits
may never be taxable or deductible. The Company’s liability
for current tax is calculated using Indian tax rates and laws Defined Contribution Plans
that have been enacted by the reporting date. The Company’s defined contribution plans are
superannuation and employees provident fund,
Current tax assets and liabilities are offset when there is a Employee State Insurance/Labour Fund and
legally enforceable right to set off current tax assets against employees pension scheme (under the provisions of
94 |
the Employees’ Provident Funds and Miscellaneous iv. The expenditure on voluntary retirement scheme is
Provisions Act, 1952) since the Company has no further charged to the Statement of Profit and Loss in the
obligation beyond making the contributions. The year in which it is incurred.
Company’s contributions to these plans are charged to
the Statement of Profit and Loss as incurred. (n) Investments in Subsidiaries
Investments in subsidiaries are long term and are carried at
Defined Benefits Plans cost less impairment loss, if not temporary, in the separate
Liability for defined benefit plans is provided on Standalone Financial Statements.
the basis of valuations as at the Balance Sheet date,
carried out by an independent actuary. (o) Earnings Per Share
Basic Earnings Per Share is calculated by dividing the profit
Gratuity for the period attributable to the owners of Company by
The gratuity fund benefits are administered by a Trust the weighted average number of equity shares outstanding
recognized by Income Tax Authorities through Group during the period. The weighted average number of equity
Gratuity Schemes. The liability for gratuity at the end shares outstanding during the period and for all periods
of the each financial year is determined on the basis presented is adjusted for events, such as bonus shares, other
of actuarial valuation carried out by the independent than the conversion of potential equity shares that have
Actuary. The method used for measuring the liability changed the number of equity shares outstanding without
for gratuity is Projected Unit Credit Method. Actuarial a corresponding change in resources. For the purposes of
gains and losses are recognized in the Statement calculating diluted earnings per share the profit for the period
of Other Comprehensive Income in the period of attributable to the owners of the Company and the weighted
occurrence of such gains and losses. The obligations average number of shares outstanding during the period is
for gratuity are measured at the present value of adjusted for the effects of all dilutive potential equity shares.
estimated future cash flows discounted at rates
reflecting the prevailing market yields of Indian (p) Non Current Assets held for Sale
Government securities as at the Balance Sheet date for Non Current Assets are classified as held for sale if their
the estimated term of the obligations. The estimate of carrying amount will be recovered principally through a
future salary increases considered takes into account sale transaction rather than continuing use and a sale is
the inflation, seniority, promotion and other relevant considered highly probable. They are measured at the lower
factors.The expected rate of return of plan assets is the of their carrying amount and fair value less cost to sell.
Company’s expectation of the average long term rate
of return expected on investments of the fund during Non Current Assets are not depreciated or amortized while
the estimated term of the obligations. Plan assets are they are classified as held for sale.
measured at fair value as at the Balance Sheet date.
Non Current Assets classified as held for sale are presented
iii. Other Long Term Benefit Plans separately from the other assets in the Balance Sheet.
The liabilities for earned leave are not expected to
be settled wholly within 12 months after the end of (q) Exceptional Items
the period in which the employees render the related When items of income or expense are of such nature, size
service. They are therefore measured as the present and incidence that their disclosure is necessary to explain
value of expected future payments to be made in the performance of the Company for the year, the Company
respect of services provided by employees up to the makes a disclosure of the nature and amount of such items
end of the reporting period using the Projected Unit separately under the head “Exceptional Items.”
Credit Method. The benefits are discounted using the
market yields at the end of the reporting period that (r) Segment Reporting
have terms approximating to the terms of the related Operating segments are reported in a manner consistent
obligation. Re-measurements as a result of experience with the internal reporting provided to the Chief Operating
adjustments and changes in actuarial assumptions Decision Maker (CODM). The Managing Director and Chief
are recognized in Other Comprehensive Income. Executive Officer of the Company has been identified as
CODM and responsible for allocating the resources, assess off to the nearest lakhs as per the requirement of Schedule
the financial performance of segments and position of the III of the Companies Act, 2013 unless otherwise stated.
Company and makes strategic decisions.
(v) Dividends
The Company has identified two reportable segments Dividend proposed (including income tax thereon) is
“Automotive Glass” and “Float Glass” based on the recognized in the period in which interim dividends are
information reviewed by the CODM. Refer note 40 for approved by the Board of Directors or in respect of final
“Segment Information” presented. dividend when approved by shareholders.
96 |
2. Property, Plant and Equipment
As At 31st March 2019 (` Lakhs)
Description Gross Block Depreciation/Amortization and Impairment Net Block
As At Additions Other Deductions/ As At As At For Deductions/ As At As At As At
1st April, Adjustments Retirement 31st March, 1st April, the Year Adjustments 31st March, 31st March, 31st March,
2018 2019 2018 2019 2019 2018
Freehold Land 31342 1211 - 23 32530 - - - - 32530 31342
Leasehold Land 30721 - - - 30721 814 407 - 1221 29500 29907
Buildings 38843 2549 133 - 41525 2723 1564 - 4287 37238 36120
Plant and Equipment 88977 10675 643 606 99689 10121 8383 70 18434 81255 78856
Electrical Installations and Fittings 6926 477 45 - 7448 1111 337 - 1448 6000 5815
Furniture and Fixtures 412 190 - - 602 69 49 - 118 484 343
Office Equipments 1324 736 - 4 2056 266 297 1 562 1494 1058
Data Processing Equipments 865 150 - - 1015 274 221 - 495 520 591
Vehicles 1057 127 - 14 1170 173 138 4 307 863 884
200467 16115 821 647 216756 15551 11396 75 26872 189884 184916
Intangible Assets
Software 702 277 - - 979 305 136 - 441 538 397
702 277 - - 979 305 136 - 441 538 397
Total 201169 16392 821 647 217735 15856 11532 75 27313 190422 185313
As At 31st March 2018
Description Gross Block Depreciation/Amortization and Impairment Net Block
As At Additions Other Deductions/ As At As At For Deductions/ As At As At As At
1st April, Adjustments Retirement 31st March, 1st April, the Year Adjustments 31st 31st 31st
2017 2018 2017 March, March, March,
2018 2018 2017
Freehold Land 29778 1476 88 - 31342 - - - - 31342 29778
Leasehold Land 30721 - - - 30721 407 407 - 814 29907 30314
Buildings 32420 6337 97 11 38843 1309 1414 - 2723 36120 31111
Plant and Equipment 52183 33737 3568 511 88977 3881 6326 86 10121 78856 48302
Electrical Installations and Fittings 5558 1290 106 28 6926 680 435 4 1111 5815 4878
Furniture and Fixtures 284 128 - - 412 35 34 - 69 343 249
Office Equipments 682 642 - - 1324 105 161 - 266 1058 577
Data Processing Equipments 463 402 - - 865 99 175 - 274 591 364
Vehicles 933 220 - 96 1057 98 114 39 173 884 835
153022 44232 3859 646 200467 6614 9066 129 15551 184916 146408
Intangible Assets
Software 495 207 - - 702 193 112 - 305 397 302
495 207 - - 702 193 112 - 305 397 302
Total 153517 44439 3859 646 201169 6807 9178 129 15856 185313 146710
Notes:
1. Buildings include cost of shares of ` 500 (previous year: ` 500) in a Co-operative Society.
2. Other adjustments (Gross Block) include:
(a) Increase in rupee liability `15 lakhs ` 69 lakhs and `4 lakhs (previous year decrease in rupee liability `13 lakhs `181 lakhs and `6 Lakhs) in
respect of differences in foreign exchange rates in Buildings, Plant and Equipments and Electrical Installations and Fittings respectively.
(b) Interest capitalised `84 lakhs ` 430 lakhs and `9 lakhs (previous year ` 78 lakhs ` 1106 lakhs and ` 24 lakhs) in Buildings, Plant and Equipments
and Electrical Installations and Fittings respectively.
4. Investments
Number of Shares Face Value (`) per Share Amount
As At 31st As At 31st As At 31st As At 31st As At 31st As At 31st
March, March, March, March, March, March,
2019 2018 2019 2018 2019 2018
i) Subsidiaries and Associates
Long Term - Trade
Equity Instruments
Unquoted (Measured at Cost)
Subsidiary Companies
AIS Glass Solutions Ltd. 3281999 3281999 10 10 328 328
GX Glass Sales & Services Ltd. 7976850 7976850 10 10 1804 1802
Integrated Glass Materials Ltd. 1400000 1400000 10 10 140 140
2272 2270
Associates
AIS Adhesives Ltd. 1049895 1049895 10 10 105 105
AIS Distribution Services Ltd. 100000 100000 10 10 192 192
Scopfy Components Pvt. Ltd. 9000000 9000000 10 10 900 900
1197 1197
ii) Others (designated at fair value
through Other Comprehensive
Income)
Quoted
Jamna Auto Industries Ltd. 825000 825000 1 1 518 649
518 649
Unquoted
Beta Wind Farm Pvt. Ltd. 322924 442890 10 10 61 84
Caparo Power Ltd. 3186484 3186484 10 10 319 319
Kamachi Sponge & Power Corporation 332000 300000 10 10 23 20
Ltd.
Sai Wardha Power Generation Ltd. 972934 972934 10 10 97 97
ARS Energy Ltd. 840 600 10 10 2 2
Watsun Infrabuild Pvt. Ltd. 370664 - 10 - 37 -
539 522
In Government Securities
National Saving Certificates* - - - - - -
Total 4526 4638
Aggregate Amount of Quoted Investments and Market Value thereof 518 649
Aggregate Amount of Unquoted Investments 4008 3989
Aggregate Amount of Impairment in the Value of Investments - -
* Pledged with Sales Tax Authorities, rounded off to Nil
98 |
5. Loans (` Lakhs)
As At As At
31st March, 2019 31st March, 2018
(a) Loans Receivables considered good-Unsecured
Security Deposits
a) Related Party 45 45
b) Others 2513 1783
(b) Loans Receivables which have significant increase in Credit Risk - -
(c) Loans Receivables-credit impaired - -
Total 2558 1828
Notes:
(a) ` 45 lakhs (previous year: `45 lakhs) due from R.S. Estates Private Limited.
(b) Others include interest accrued on Government Deposits of ` 51 lakhs (previous year: ` 49 lakhs)
9. Inventories (` Lakhs)
As At As At
31st March, 2019 31st March, 2018
Raw Materials 15610 15373
Work-in-Progress 5278 4036
Finished Goods 27950 23294
Stock-in-Trade 730 795
Stores, Spares and Loose Tools 17341 15707
Others
Waste and Scrap 58 77
Total 66967 59282
Inventories include Material-in-Transit:
Raw Materials 3930 4503
Stores, Spares and Loose Tools 584 1082
Inventories are valued at lower of cost and net realizable value except waste and scrap which is valued at estimated realizable
value.
12. Loans
Loans Receivables considered good-Unsecured
Security Deposits 171 297
Loans Receivables which have significant increased in Credit Risk - -
Loans Receivables - Credit Impaired - -
Total 171 297
100 |
13. Current Tax Assets (Net) (` Lakhs)
As At As At
31st March, 2019 31st March, 2018
Advance Income Tax - 131
Total - 131
(d) Dividends:
The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to
the approval of Shareholders in the ensuing Annual General Meeting except in case of interim dividend.
In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive any of the remaining
assets of the Company, after distribution of all preferential amounts. However no such preferential amounts exist currently.
The distribution will be in proportion to the number of equity shares held by the Shareholders.
Details of dividend paid and proposed: (` Lakhs)
Particulars 2018-19 2017-18
(i) Equity Shares
Final dividend for the year ended 31st March, 2018 of ` 1.50 (previous year: 3646 2431
` 1.00) per fully paid equity share
(ii) Dividend not recognized at the end of the reporting period
In addition to the above dividend, since year end the directors have 2431 3646
recommended the payment of a final dividend of ` 1.00 (previous year:
` 1.50) per fully paid equity share. This proposed dividend is subject to the
approval of Shareholders in the ensuing Annual General Meeting.
102 |
Description of Reserves
(a) Capital Reserve: Capital Reserve represents reserve of the Company which is not available for distribution as dividend.
(b) Capital Redemption Reserve: Capital Redemption Reserve is reserve created on redemption of preference shares.
(c) Securities Premium: Securities Premium represents excess amount received by the Company over the face value of its
share to be utilized for specific purposes only as per Section 52 of the Companies Act, 2013.
(d) Amalgamation Reserve: Amalgamation Reserve is reserve created on amalgamation of erstwhile Float Glass India Ltd.
with the Company.
(e) General Reserve: General Reserve is free reserve of the Company which is kept aside out of Company’s profits to meet
future requirements as and when they arise. The Company had transferred a portion of the Profit After Tax to General
Reserve pursuant to earlier provisions of the Companies Act. 1956. Mandatory transfer to General Reserve is not required
under the Companies Act, 2013.
(f) Retained Earnings: Retained Earnings are the accumulated profits of the Company after reduction of dividend and Income
tax on dividend.
(g) Other Reserves - FVOCI: Other Comprehensive Income represents actuarial gain/loss on remeasurement of defined
benefit obligation and fair valuation of Investments.
Unsecured Loans
Rupee Term Loans from Banks 7238 7993
(` Lakhs)
Name of Bank / As At 31st March, 2019 Security Given Instalments Maturity
Others Non-Current Current Outstanding
ICICI Bank Ltd. 7431 1963 First pari-passu charge on Roorkee 19 Dec-23
and Chennai Plant movable and
immovable fixed assets both present
and future
ICICI Bank Ltd. 5630 1317 First pari-passu charge on Rewari 21 Jun-24
Plant movable and immovable fixed
assets both present and future
HDFC Bank Ltd. 3119 2489 First pari-passu charge on Roorkee 9 Jun-21
Plant movable and immovable fixed
assets both present and future
HDFC Bank Ltd. 4394 767 First pari-passu charge on T-7 Taloja 23 Dec-24
Plant movable and immovable fixed
assets both present and future
IDFC Bank Ltd. 6985 1550 First pari-passu charge on Roorkee 22 Sep-24
Plant movable and immovable fixed
assets both present and future
South Indian Bank Ltd. 9560 1433 First pari-passu charge on Rewari 23 Feb-25
Plant movable and immovable fixed
assets both present and future
Bank of Baroda 8322 1662 First pari-passu charge on T-7 Taloja 24 Mar-25
Plant movable and immovable fixed
assets both present and future
RBL Bank Ltd. 6089 405 First pari-passu charge on T-7 Taloja 32 Sep-27
Plant movable and immovable fixed
assets both present and future
Kotak Mahindra Bank - 799 Subservient charge on all existing 6 Sep-19
Ltd and future current assets
SBM Bank (India) Ltd. 5995 - First pari-passu charge on T-7 Taloja 18 Dec-24
Plant movable and immovable fixed
assets both present and future
Federal Bank 7982 - First charge on Plant & Machinery of 16 Aug-24
Patan Plant, and immovable fixed
assets both present and future
Kotak Mahindra Bank 4294 694 First pari-passu charge on Rewari 30 Feb-22
Ltd Plant movable and immovable fixed
assets both present and future
AXIS Bank 5000 - First pari-passu charge on Chennai 8 Mar-22
Plant movable and immovable fixed
assets both present and future
Total 74801 13079
Secured Rupee Term
Loans from Others
Bajaj Finance Ltd. 6338 904 Pledge of 82.55% equity shares of 80 Aug-24
AIS Glass Solutions Ltd. held by the
Company
104 |
(` Lakhs)
Name of Bank / As At 31st March, 2019 Security Given Instalments Maturity
Others Non-Current Current Outstanding
Bajaj Finance Ltd. 5991 - First pari-passu charge on Chennai 6 Dec-21
Plant movable and immovable fixed
assets both present and future
Total 12329 904
Unsecured Term
Loans from Banks
Federal Bank 1250 3996 - 5 Jun-20
Federal Bank 1000 1998 - 6 Jul-20
Federal Bank 4988 - - 8 Mar-22
Total 7238 5994
Secured Finance
Lease Obligation
Kotak Mahindra Prime 90 108 Hypothecation of Vehicles 1141 Jan-22
Ltd.
Total 90 108
As At As At
31st March, 2019 31st March, 2018
Deposits from Customers 1975 1887
Total 1975 1887
19. Provisions
20. Borrowings
*`16857 lakhs (previous year ` 6843 lakhs) are secured by first pari-passu charge on current assets of the Company and the
balance of `104 lakhs (previous year Nil) is secured by first charge on T-16 Taloja Plant movable and immovable fixed assets both
present and future.
As At As At
31st March, 2019 31st March, 2018
Current Maturities (Refer Note 17)
Long Term Borrowings 21811 10359
Finance Lease Obligations 108 108
Interest Accrued 581 417
Unclaimed Dividend* 114 34
Book Overdraft 155 115
Creditors for Capital Goods 5443 3485
Other Payables
Deposits from Customers/Vendors 108 77
Payable to Employees 1871 1889
Technical Fee / Royalty Payable 245 443
Total 30436 16927
* There are no amounts due for payment to the Investor Education and Protection Fund under Section 125(1) of the Companies
Act, 2013
22. Other Current Liabilities
Advances from Customers and Others 1658 1495
Other Payables
Deferred Income 5 -
Statutory Dues 5773 4670
Total 7436 6165
23. Provisions
Provision for Employee Benefits
Leave Encashment 84 380
Gratuity 558 470
Superannuation 30 30
Total 672 880
106 |
26. Other Income (` Lakhs)
27. Changes in inventory of finished goods, work-in-progress, stock in trade and others
32. Exceptional item of `264 lakhs (previous year: `488 lakhs) represents expenses on account of compensation and payment under
Voluntary Retirement Scheme to employees.
108 |
iii) Reconciliation of Tax Expense and the Accounting Profit Multiplied by India’s Domestic Tax Rate
Year Ended Year Ended
31st March, 2019 31st March, 2018
Profit Before Tax 28834 28244
Tax Using the Company’s Domestic Tax Rate of 34.944% (Previous Year Tax 10075 9775
Rate 34.608%)
Tax Effect of:
Non-Deductible Tax Expenses (115) (171)
Non Taxable Income 83 249
Earlier Year Tax Adjustments - (40)
Others (216) (104)
Total Tax Expense in the Statement of Profit and Loss 9827 9709
b) Proposed Dividend and Dividend Distribution Tax on Proposed Dividend not recognized at the end of the Reporting
Period
The directors have recommended dividend amounting to `2431 lakhs (previous year: `3646 lakhs). The same is subject
to approval by shareholders at the ensuing Annual General Meeting of the Company and therefore proposed dividend
(including dividend distribution tax) has not been recognised as a liability as at the balance sheet date.
110 |
(c) Reconciliation of Leave Encashment Liability
The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit liability
and its components
Particulars 2018-19 2017-18
Balance at the Beginning of the Year 380 350
Benefits Paid (196) (233)
Current Service Cost 84 24
Interest Cost 29 27
Actuarial (Gain)/Loss recognized in Other Comprehensive Income
changes in demographic assumptions 309 212
Balance at the End of the Year 606 380
vi) Others:
1) AGC Inc. (Formerly Asahi Glass Co. Ltd., Japan)
2) Maruti Suzuki India Limited
Particulars As At As At
31st March, 2019 31st March, 2018
Amount Recoverable towards Advances
From Subsidiaries 2248 2015
Enterprises Owned or Significantly Influenced by Key Management Personnel 45 45
Amount Recoverable other than above
From Subsidiaries 12773 11363
From Associates 486 1461
Enterprises Owned or Significantly Influenced by Key Management Personnel - -
From Others 118 4763
Amount Payable
To Associates 77 60
To Key Managerial Personnel 242 282
To Others 640 1169
*Rounded off to Nil
112 |
d) Related Party Relationship is as identified by the Company on the basis of available information and accepted by the Auditors as
correct.
39. Disclosure as per Ind AS-37 ‘Provisions, Contingent Liabilities and Contingent Assets
As at As at
31st March, 2019 31st March, 2018
Contingent Liabilities
(a) Claims against the Company not Acknowledged as Debts*
i) Excise, Custom Duty and Service Tax 4132 670
ii) Disputed Sales Tax Demand 4902 1423
iii) Others 1012 377
(b) Guarantees
i) Bank Guarantees and Letters of Credit Outstanding 4315 3815
(c) Other money for which the Company is Contingently Liable
i) Channel Financing from Banks 6756 5795
(` Lakhs)
As at As at
31st March, 2019 31st March, 2018
ii) Bills Discounted 5659 1491
Commitments
Estimated amount of contracts remaining to be executed on capital account and not 3762 7714
provided for excluding Capital Advances
* The Company has been advised that the demands are likely to be deleted and accordingly no provision is considered necessary.
b) Other Information
Particulars Year Ended 31st March 2019 Year Ended 31st March 2018
Automotive Float Glass Unallocable Total Automotive Float Glass Unallocable Total
Glass Glass
Segment assets 202510 145809 18181 366500 161386 142714 18660 322760
Deferred Tax Assets - - 4507 4507 - - 8052 8052
Total assets 202510 145809 22688 371007 161386 142714 26712 330812
Segment liabilities 61120 19076 2238 82434 61542 18388 2779 82709
Share capital and reserves - - 124969 124969 - - 110962 110962
Secured and unsecured - - 163604 163604 - - 137141 137141
loans
Total liabilities 61120 19076 290811 371007 61542 18388 250882 330812
114 |
c) Secondary Segment Information (` Lakhs)
Revenue by Geographical Market Year Ended 31st March 2019 Year Ended 31st March 2018
India Outside India Total India Outside India Total
External 289813 5702 295515 268264 3341 271605
Inter segment sales (7614) - (7614) (5396) - (5396)
Total 282199 5702 287901 262868 3341 266209
i. The Company’s Operating Segments are established on the basis of the information that is evaluated by the “Chief
Operating Decision Maker” as defined in Ind AS 108 - Operating Segments in deciding how to allocate resources and in
assessing performance. The segments have been identified taking into account nature of products and services,production
processes,risks and returns and the internal business reporting systems.
ii. For management purposes, the Company is organised into two major operating divisions - Automotive Glass and Float
Glass. These divisions are the basis on which the company reports its primary segment information.
iii. All segment assets and liabilities are directly attributable to the segment. Segment assets include all operating assets used
by the segment and consist primarily of fixed assets, inventories, trade receivables, loans and advances and operating
cash and bank balances. Segment liabilities include all operating liabilities and consist primarily of creditors and accrued
liabilities. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable
basis have been disclosed as unallocable.
iv. Segment revenues and segment results include transfers between business segments. Pricing is decided by marketing and
logistics department.
These transfers are eliminated on consolidation.
v. Joint expenses are allocated to business segments on a reasonable basis. All other revenues and expenses are directly
attributable to the segments. They do not include interest income on inter corporate deposit and interest expense.
vi. There are no non current assets located outside India.
vii. Revenue derived from a single external customer amounting to more than 10% of the entity’s revenue attributable to
Automotive glass segment - `55595 Lakhs (Previous Year ` 56378 Lakhs)
41. Financial Risk Management
The Company’s activities expose it to foreign currency risk, liquidity risk, interest rate risk and credit risk. In order to minimise
any adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange
forward contracts and foreign currency/commodity swaps are entered into by the Company to hedge certain foreign currency
and commodity exposure. Derivatives are used exclusively for hedging and not as trading or speculative instruments.
The Company is exposed to the following risks from its use of financial instruments:
- Credit Risk
- Liquidity Risk
- Foreign Currency Risk
- Interest Rate Risk
(a) Credit Risk
Credit risk arises from the possibility that the counter parties may not be able to settle their obligations. To manage trade
receivables, the Company periodically assesses the financial reliability of customers, taking into account the financial
conditions, economic trends, analysis of historical bad debts and ageing of such receivables.
(i) Exposure to Credit Risk
The carrying amount of financial assets represent the maximum credit exposure. The maximum exposure to credit risk
at the reporting date was:
(` Lakhs)
Particulars As At As At
31st March, 2019 31st March, 2018
Financial Assets for which Loss Allowance is measured using 12 months
Expected Credit Losses
Non-Current Investments 4526 4638
Non-Current Loans 2558 1828
Other Non-Current Financial Assets 53 121
Trade Receivables 37995 42400
Cash and Cash Equivalents 1961 1621
Bank Balances other than Cash and Cash Equivalents 114 34
Current Loans 171 297
Current Tax Assets (Net) - 131
Other Current Financial Assets 16013 14220
63391 65290
(ii) Ageing Analysis of Trade Receivables
The ageing analysis of the trade receivables is as below:
Particulars Ageing Total
Not due Less than Six More than Six
Months Months
Gross Carrying Amount As At 31st March, 2019 17303 6485 14207 37995
Gross Carrying Amount As At 31st March, 2018 24398 5544 12458 42400
116 |
(i) Financing Arrangements
The Company has access to the following undrawn borrowing facilities at the end of the reporting period:
(` Lakhs)
Particulars As At As At
31st March, 2019 31st March, 2018
Fixed-Rate Borrowings - -
Floating-Rate Borrowings
Bank Overdraft 26289 46706
Rupee Term Loans 15000 2632
Total 41289 49338
31st March, 2018
Non-Derivative Financial Liabilities
Rupee Term Loans from Banks 9550 75562 85112
Rupee Term Loans from Others - 7240 7240
Foreign Currency Loans from Banks 809 7822 8631
Finance Lease Obligations 108 207 315
Trade and Other Payables 57865 9452 67317
Other Financial Liabilities 6460 1887 8347
Short Term Borrowings 35843 - 35843
The currency profile of financial assets and financial liabilities as at 31st March, 2019 and 31st March, 2018 are as
below:
(` Lakhs)
Particulars USD EURO JPY INR Equivalent
31st March, 2019
Financial Assets
Trade and Other Receivables 12 - - 798
12 - - 798
Financial Liabilities
Foreign Currency Term Loans 240 16600
Others 308 23 23120
Trade Payables and Other Financial Liabilities 233 11 1691 18036
781 34 1691 57756
Net Exposure (769) (34) (1691) (56958)
Sensitivity Analysis
The Company is mainly exposed to JPY, USD and EURO.
The following table provides details of the Company’s sensitivity to a 2% increase and decrease in the INR against
the relevant foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated
monetary items as tabulated above and adjusts their translation at the period end for a 2% change in foreign currency
rates. The sensitivity analysis includes external loans. A positive number below indicates an increase in profit or equity
and vice-versa.
2% Movement Profit and Loss (Before Tax) Profit and Loss (Before Tax)
Strengthening (Weakening) Strengthening (Weakening)
31st March, 2019 31st March, 2018
INR/USD 1064 (1064) 1002 (1002)
INR/EUR 62 (62) 65 (65)
INR/JPY 32 (32) 31 (31)
Total 1158 (1158) 1098 (1098)
118 |
Fair Value Sensitivity Analysis for Fixed-Rate Instruments
The Company’s fixed rate instruments are carried at amortized cost. They are therefore not subject to interest rate risk, since
neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
Cash Flow Sensitivity Analysis for Variable-Rate Instruments
A change of 50 basis points in interest rates at the reporting date would have increased/(decreased) profit or loss by the
amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.
The analysis is performed on the same basis for the previous year.
(` Lakhs)
Particulars Profit or Loss
50 bp Increase 50 bp Decrease
31st March, 2019
Foreign Currency Loans (83) 83
Short Term Loans (161) 161
Rupee Term Loans (574) 574
(818) 818
31st March, 2018
Foreign Currency Loans (43) 43
Short Term Loans (179) 179
Rupee Term Loans (465) 465
(687) 687
42. Fair Value Measurements
(a) Financial Instruments by Category.
Particulars As At 31st March, 2019 As At 31st March, 2018
Fair Value Fair Value Amortized Cost Fair Value Fair Value Amortized Cost
through Profit through Other through Profit through Other
and Loss (FVPL) Comprehensive and Loss (FVPL) Comprehensive
Income (FVOCI) Income (FVOCI)
Financial Assets
Investments
- Equity Instruments - 1057 3469 - 1171 3467
Trade Receivables - - 37995 - - 42400
Loans - - 2729 - - 2125
Cash and Cash Equivalents - - 1961 - - 1621
Other Bank Balances - - 114 - - 34
Other Financial Assets - - 53 - - 121
Total Financial Assets - 1057 46321 - 1171 49768
Financial Liabilities
Borrowings - - 141595 - - 126467
Finance Lease Obligations - - 90 - - 207
Trade Payables - - 62939 - - 67317
Payable for Capital Expenditure - - 5443 - - 3485
Other Financial Liabilities - - 26968 - - 15329
Total Financial Liabilities - - 237035 - - 212805
Financial Assets and Liabilities Measured at Fair Value- Recurring Fair Value Measurement
Level 1 Level 2 Level 3 Total
As At 31st March, 2018
Financial Assets:
Investments in Quoted Equity Instruments 649 - - 649
Investments in Unquoted Equity Instruments - 522 - 522
Total 649 522 - 1171
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as
follows.
Level 1: Hierarchy includes financial instruments measured using quoted prices. This includes investments in quoted equity
instruments. Quoted equity instruments are valued using quoted prices on recognized stock exchange.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques
which maximise the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The fair value of financial assets and liabilities included in Level 3 is determined in accordance with generally accepted pricing
models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes of
similar instruments. This level includes derivative MTM assets/liabilities. Fair value of derivative assets/liabilities such as interest
rate swaps and foreign exchange forward contracts are valued using valuation techniques, which employs the use of market
observable inputs. The most frequently applied valuation techniques include forward pricing and swap models and present
value calculations.
There have been no transfers in either direction for the years ended 31st March, 2019 and 31st March, 2018.
The fair value of the financial assets are determined at the amount that would be received to sell an asset in an orderly transaction
between market participants.
120 |
Fair Value of Financial Assets and Liabilities Measured at Amortized Cost
The carrying amounts of short term trade receivables, trade payables, creditors for capital goods and cash and cash equivalents
are considered to be the same as their fair values, due to their short-term nature. For financial assets & liabilities that are measured
at fair value, the carrying amounts are equal to the fair value.
43. Capital Management
The Company’s objectives when managing capital are to:
- safeguard its ability to continue as a going concern, so that it can continue to provide returns for Shareholders and benefits
for other Stakeholders and
- maintain an appropriate capital structure of debt and equity.
The Board of Directors has the primary responsibility to maintain a strong capital base and reduce the cost of capital through
prudent management in deployment of funds and sourcing by leveraging opportunities in domestic and international financial
markets so as to maintain investors, creditors and markets confidence and to sustain future development of the business. The
Board of Directors monitors the return on capital, which the Company defines as result from operating activities divided by total
Shareholders’ equity. The Board of Directors also monitors the level of dividends to Equity Shareholders.
Under the terms of major borrowing facilities, the Company is required to comply with the financial covenants as may be
prescribed by the lenders. There have been no breaches in the financial covenants of any interest bearing borrowings.
The Company monitors capital, using a medium term view of three to five years, on the basis of a number of financial ratios
generally used by industry and by the rating agencies. The Company is not subject to externally imposed capital requirements.
The Company monitors capital using gearing ratio which is net debt divided by total equity. Net debt comprises of long term
and short term borrowings less cash and cash equivalent. Equity includes equity share capital and reserves that are managed as
capital. The gearing ratio at the end of the reporting period was as follows:
(` Lakhs)
Particulars As At As At
31st March, 2019 31st March, 2018
Total Debt 163604 137141
Cash and Cash Equivalent (1961) (1621)
Net Debt 161643 135520
Equity 124969 110962
Net debt to equity ratio 1.29 1.22
44. Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED)
On the basis of confirmations obtained from the suppliers who have registered themselves under the Micro, Small and Medium
Enterprises Development Act, 2006 (MSMED) and based on the information available with the Company, the following are the
details.
Particulars As At As At
31st March, 2019 31st March, 2018
a) Amount remaining unpaid to any supplier:
1) Principal Amount 1063 533
2) Interest due thereon 3 -
b) Amount of interest paid in terms of Section 16 of the MSMED Act along-with the - -
amount paid to the suppliers beyond the appointed day.
c) Amount of interest due and payable for the period of delay in making payment - -
(which have been paid but beyond the appointed day during the year) but without
adding the interest specified under the MSMED Act.
d) Amount of interest accrued and remaining unpaid 3 -
e) Amount of further interest remaining due and payable even in the succeeding - -
years, until such date when the interest dues as above are actually paid to the small
enterprises, for the purpose of disallowances as a deductible expenditure under
Section 23 of MSMED Act
b) The details of expenditure incurred during the year by the said R&D Centres are as under:-
46. Details of investments made, loans and advances given and guarantees given covered under Section 186 (4) of the
Companies Act, 2013:
i) Advances given and Investments made are given under the respective heads.
ii) Corporate Guarantees given by the Company in respect of loans/credit facilities/other business purposes extended to
following companies :
Particulars As At As At
31st March, 2019 31st March, 2018
GX Glass Sales & Services Ltd 50 50
122 |
47. Disclosure as required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
Loans and Advances in the Nature of Advances:
(i) To Subsidiary Companies (` Lakhs)
Name of the Company Outstanding Balance As At Maximum Amount Outstanding As At
31st March, 2019 31st March, 2018 31st March, 2019 31st March, 2018
Integrated Glass Materials Limited 2248 2015 2248 2015
(ii) To Firms/Companies in which directors are interested
Particulars Outstanding Balance As at Maximum Amount Outstanding As At
31st March, 2019 31st March, 2018 31st March, 2019 31st March, 2018
To Firms/companies in which
directors are interested - - - -
Investment by the loanee (as detailed
above) in the shares of the Company - - - -
As per our report of even date For and on behalf of the Board
Place : Gurugram
Dated : 22nd May, 2019
124 |
Independent Auditors’ Report
To the Members of Key Audit Matters
Asahi India Glass Limited Key audit matters are those matters that, in our professional
Report on the Audit of the Consolidated Ind AS Financial judgement, were of most significance in our audit of the
Statements Consolidated Ind AS Financial Statements of the current period.
These matters were addressed in the context of our audit of the
Opinion Consolidated Ind AS Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a separate
We have audited the accompanying Consolidated Ind AS Financial
opinion on these matters.
Statements of Asahi India Glass Limited (hereinafter referred to as
the “Holding Company”) and its subsidiaries (Holding Company
We have determined that there are no other key audit matters to
and its subsidiaries together referred to as “the Group”), its
communicate in our report.
associates which comprise the Consolidated Balance Sheet as at
31st March, 2019, and the Consolidated Statement of Profit and
Responsibilities of Management and Those Charged
Loss, the Consolidated Statement of Changes in Equity and the
with Governance for the Consolidated Ind AS Financial
Consolidated Cash Flows Statement for the year then ended, and
Statements
notes to the Consolidated Ind AS Financial Statements, including
a summary of significant accounting policies (hereinafter referred The Holding Company’s Board of Directors is responsible for
to as “the Consolidated Financial Statements”). the preparation and presentation of these Consolidated Ind AS
Financial Statements in terms of the requirements of the Companies
In our opinion and to the best of our information and according Act, 2013 that give a true and fair view of the Consolidated financial
to the explanations given to us, the aforesaid Consolidated Ind position, Consolidated financial performance including Other
AS Financial Statements give the information required by the Comprehensive Income, Consolidated Changes in Equity and
Act in the manner so required and give a true and fair view in Consolidated Cash Flows of the Group including its Associates in
conformity with the accounting principles generally accepted in accordance with the accounting principles generally accepted in
India, of their Consolidated state of affairs of the Group as at 31st India, including the Indian Accounting Standards (Ind AS) specified
March, 2019 of Consolidated profit, Consolidated changes in under Section 133 of the Act. The respective Board of Directors
equity and its Consolidated cash flows for the year then ended. of the companies included in the Group and of its associates are
responsible for maintenance of adequate accounting records in
Basis for Opinion accordance with the provisions of the Act for safeguarding the
assets of the Group and for preventing and detecting frauds
We conducted our audit in accordance with the Standards on
and other irregularities; selection and application of appropriate
Auditing (SAs) specified under section 143(10) of the Companies
accounting policies; making judgements and estimates that are
Act, 2013. Our responsibilities under those Standards are further
reasonable and prudent; and the design, implementation and
described in the Auditor’s Responsibilities for the Audit of the
maintenance of adequate internal financial controls, that were
Consolidated Ind AS Financial Statements section of our report.
operating effectively for ensuring the accuracy and completeness
We are independent of the Group in accordance with the Code
of the accounting records, relevant to the preparation and
of Ethics issued by The Institute of Chartered Accountants of
presentation of the Consolidated Ind AS Financial Statements that
India, and we have fulfilled our other ethical responsibilities in
give a true and fair view and are free from material misstatement,
accordance with the provisions of the Companies Act, 2013. We
whether due to fraud or error, which have been used for the
believe that the audit evidence we have obtained is sufficient
purpose of preparation of the Consolidated Ind AS Financial
and appropriate to provide a basis for our opinion.
Statements by the Directors of the Holding Company, as aforesaid.
Emphasis of Matters/Other Matters
In preparing the Consolidated Ind AS Financial Statements, the
We draw attention to Emphasis of Matters/Other Matters
respective Board of Directors of the companies included in the
paragraph in Auditors Reports of two subsidiary companies
Group and of its associates are responsible for assessing the
regarding accumulated losses and resultant effect on their net
ability of the Group and of its associates to continue as a going
worth and current liabilities exceeding current assets. However
concern, disclosing, as applicable, matters related to going
the same does not have any adverse impact on going concern
concern and using the going concern basis of accounting unless
status of the Group as a whole.
management either intends to liquidate the Group or to cease
Our opinion is not modified in respect of this matter. operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in conclusions are based on the audit evidence obtained upto the
the Group and of its associates are responsible for overseeing date of our auditor’s report. However, future events or conditions
the financial reporting process of the Group and of its associates. may cause the Group and its associates to cease to continue as
a going concern.
Auditor’s Responsibilities for the Audit of the Consolidated
Ind AS Financial Statements Evaluate the overall presentation, structure and content of
Our objectives are to obtain reasonable assurance about whether the Consolidated Ind AS Financial Statements, including the
the Consolidated Ind AS Financial Statements as a whole are free disclosures and whether the Consolidated Ind AS Financial
from material misstatement, whether due to fraud or error, and Statements represent the underlying transactions and events in
to issue an auditor’s report that includes our opinion. Reasonable a manner that achieves fair presentation.
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect Obtain sufficient appropriate audit evidence regarding the
a material misstatement when it exists. Misstatements can arise financial information of the entities or business activities
from fraud or error and are considered material if, individually within the Group and its associates to express an opinion
or in the aggregate, they could reasonably be expected to on the Consolidated Ind AS Financial Statements. We are
influence the economic decisions of users taken on the basis of responsible for the direction, supervision and performance of
these Consolidated Ind AS Financial Statements. the audit of the Financial Statements of such entities included
in the Consolidated Ind AS Financial Statements of which we
As part of an audit in accordance with SAs, we exercise are the independent auditors. For the other entities included
professional judgement and maintain professional skepticism in the Consolidated Ind AS Financial Statements, which have
throughout the audit. We also: been audited by other auditors, such other auditors remain
responsible for the direction, supervision and performance of
Identify and assess the risks of material misstatement of the the audits carried out by them. We remain solely responsible for
Consolidated Ind AS Financial Statements, whether due to our audit opinion.
fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and We communicate with those charged with governance of
appropriate to provide a basis for our opinion. The risk of not the Holding Company and such other entities included in the
detecting a material misstatement resulting from fraud is higher
Consolidated Ind AS Financial Statements of which we are the
than for one resulting from error, as fraud may involve collusion,
independent auditors regarding, among other matters, the
forgery, intentional omissions, misrepresentations, or the
planned scope and timing of the audit and significant audit
override of internal control.
findings, including any significant deficiencies in internal control
that we identify during our audit.
Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
We also provide those charged with governance with a statement
in the circumstances. Under section 143(3)(i) of the Companies
that we have complied with relevant ethical requirements
Act, 2013, we are also responsible for expressing our opinion
regarding independence, and to communicate with them all
on whether the Group has adequate internal financial controls
system in place and the operating effectiveness of such controls. relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
Evaluate the appropriateness of accounting policies used and the safeguards.
reasonableness of accounting estimates and related disclosures
made by management. From the matters communicated with those charged with
governance, we determine those matters that were of most
Conclude on the appropriateness of management’s use of the significance in the audit of the Consolidated Ind AS Financial
going concern basis of accounting and, based on the audit Statements of the current period and are therefore the key audit
evidence obtained, whether a material uncertainty exists related matters. We describe these matters in our auditor’s report unless
to events or conditions that may cast significant doubt on the law or regulation precludes public disclosure about the matter
ability of the Group and its associates to continue as a going or when, in extremely rare circumstances, we determine that
concern. If we conclude that a material uncertainty exists, we are a matter should not be communicated in our report because
required to draw attention in our auditor’s report to the related the adverse consequences of doing so would reasonably be
disclosures in the Consolidated Ind AS Financial Statements or, expected to outweigh the public interest benefits of such
if such disclosures are inadequate, to modify our opinion. Our communication.
126 |
Other Matters e) On the basis of the written representations received from
We did not audit the Financial Statements of three subsidiaries the directors of the Holding Company, as on 31st March,
whose Financial Statements reflect total assets of `13393 lakhs as 2019 taken on record by the Board of Directors of the
at 31st March, 2019, total revenues of `9791 lakhs and net cash Holding Company, and the reports of the statutory auditors
flows amounting to `25 lakhs for the year ended on that date as of its subsidiary companies and associate companies
considered in the Consolidated Ind AS Financial Statements. The incorporated in India, none of the directors of the Group
Consolidated Ind AS Financial Statements also include the Group’s companies and its associate companies incorporated in
share of net profit of `740 lakhs for year ended 31st March, 2019 India is disqualified as on 31st March, 2019, from being
as considered in the Consolidated Ind AS Financial Statements in
appointed as a director in terms of Section 164 (2) of the
respect of three associates whose Financial Statements have not
Act.
been audited by us. These Financial Statements have been audited
by other auditors whose reports have been furnished to us by the
f ) With respect to the adequacy of the internal financial
Management and our opinion on the Consolidated Ind AS Financial
Statements in so far as it relates to the amounts and disclosures controls over financial reporting of the Group and the
included in respect of these subsidiaries and associates, and our operating effectiveness of such controls, refer to our
report in terms of sub-sections (3) and (11) of Section 143 of the Act, separate Report in “Annexure”.
in so far as it relates to the aforesaid subsidiaries and associates, is
based solely on the reports of the other auditors. g) With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of the
Our opinion on the Consolidated Ind AS Financial Statements, Companies (Audit and Auditor’s) Rules, 2014, in our opinion
and our report on Other Legal and Regulatory Requirements and to the best of our information and according to the
below, is not modified in respect of the above matters with explanations given to us:
respect to our reliance on the work done and the reports of the
other auditors and the Financial Statements certified by the i) The Consolidated Ind AS Financial Statements disclose the
Management.
impact of pending litigations on the Consolidated financial
position of the Group and its associates- Refer Note 35 to
Report on Other Legal and Regulatory Requirements
Consolidated Ind AS Financial Statements.
1. As required by Section 143 (3) of the Act, we report, to the
extent applicable, that:
ii) The Group and its associates did not have any material
foreseeable losses on long-term contracts including
a) We have sought and obtained all the information and
derivative contracts.
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit of the
aforesaid Consolidated Ind AS Financial Statements. iii) There were no amounts which were required to be
transferred to the Investor Education and Protection Fund
b) In our opinion, proper books of account as required by law by the Holding Company, its subsidiary companies and
relating to preparation of the aforesaid Consolidated Ind associate companies incorporated in India.
AS Financial Statements have been kept so far as it appears
from our examination of those books and the reports of the
other auditors.
In conjunction with our audit of the Consolidated Ind AS reporting was established and maintained and if such controls
Financial Statements of the Company as of and for the year operated effectively in all material respects.
ended 31st March, 2019, we have audited the internal financial
controls over financial reporting of Asahi India Glass Limited Our audit involves performing procedures to obtain audit
(hereinafter referred to as “the Holding Company”) and its evidence about the adequacy of the internal financial controls
subsidiary companies and its associate companies, which are system over financial reporting and their operating effectiveness.
companies incorporated in India, as of that date. Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial
Management’s Responsibility for Internal Financial Controls controls over financial reporting, assessing the risk that a
The respective Board of Directors of the Holding Company, material weakness exists, and testing and evaluating the design
its subsidiary companies and its associate companies which and operating effectiveness of internal control based on the
are companies incorporated in India, are responsible for assessed risk. The procedures selected depend on the auditor’s
establishing and maintaining internal financial controls judgement, including the assessment of the risks of material
based on “the internal control over financial reporting criteria misstatement of the financial statements, whether due to fraud
established by the respective companies considering the or error.
essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial We believe that the audit evidence we have obtained and the
Reporting issued by The Institute of Chartered Accountants audit evidence obtained by the other auditors of the subsidiary
of India (the ICAI)”. These responsibilities include the design, companies and associate companies which are companies
implementation and maintenance of adequate internal financial incorporated in India, in terms of their reports referred to in the
controls that were operating effectively for ensuring the orderly Other Matters paragraph below, is sufficient and appropriate to
and efficient conduct of its business, including adherence to the provide a basis for our audit opinion on the internal financial
respective Company’s policies, the safeguarding of its assets, controls system over financial reporting of the Holding Company,
the prevention and detection of frauds and errors, the accuracy its subsidiary companies and its associate companies which are
and completeness of the accounting records, and the timely companies incorporated in India.
preparation of reliable financial information, as required under
the Companies Act, 2013. Meaning of Internal Financial Controls over Financial
Reporting
Auditor’s Responsibility A Company’s internal financial control over financial reporting is
Our responsibility is to express an opinion on the internal a process designed to provide reasonable assurance regarding
financial controls over financial reporting of the Holding the reliability of financial reporting and the preparation of
Company, its subsidiary companies and its associate companies, financial statements for external purposes in accordance with
which are companies incorporated in India, based on our audit. generally accepted accounting principles. A Company’s internal
We conducted our audit in accordance with the Guidance Note financial control over financial reporting includes those policies
on Audit of Internal Financial Controls over Financial Reporting and procedures that (1) pertain to the maintenance of records
issued by The Institute of Chartered Accountants of India and that, in reasonable detail, accurately and fairly reflect the
the standards on auditing, prescribed under Section 143(10) of transactions and dispositions of the assets of the Company; (2)
the Companies Act, 2013, to the extent applicable to an audit provide reasonable assurance that transactions are recorded
of internal financial controls. Those standards and the Guidance as necessary to permit preparation of financial statements in
Note require that we comply with ethical requirements and plan accordance with generally accepted accounting principles and
and perform the audit to obtain reasonable assurance about that receipts and expenditures of the Company are being made
whether adequate internal financial controls over financial only in accordance with authorizations of management and
128 |
directors of the Company; and (3) provide reasonable assurance operating effectively as at 31st March, 2019, based on the
regarding prevention or timely detection of unauthorized internal control over financial reporting criteria established by
acquisition, use, or disposition of the Company’s assets that the respective companies considering the essential components
could have a material effect on the financial statements. of internal control stated in the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting issued by
Inherent Limitations of Internal Financial Controls over the ICAI.
Financial Reporting
Because of the inherent limitations of internal financial controls Other Matters
over financial reporting, including the possibility of collusion Our aforesaid reports under Section 143(3)(i) of the Act on
or improper management override of controls, material the adequacy and operating effectiveness of the internal
misstatements due to error or fraud may occur and not be financial controls over financial reporting in so far as it relates
detected. Also, projections of any evaluation of the internal to three subsidiary companies and three associate companies,
financial controls over financial reporting to future periods which are companies incorporated in India, is based solely on
are subject to the risk that the internal financial control over the corresponding reports of the auditors of such companies
financial reporting may become inadequate because of changes incorporated in India.
in conditions, or that the degree of compliance with the policies
or procedures may deteriorate. Our opinion is not modified in respect of the above matters.
Opinion
In our opinion and to the best of our information and according
to the explanations given to us and based on the consideration For V S S A & Associates
of the reports of the other auditors referred to in the Other Chartered Accountants
Matters paragraph below, the Holding Company, its subsidiary {Firm Registration No. 012421N}
companies and its associate companies which are companies
incorporated in India, have, in all material respects, an adequate CA Samir Vaid
internal financial controls system over financial reporting and Place: New Delhi Partner
such internal financial controls over financial reporting were Dated: 22nd May, 2019 Membership No. 091
130 |
Consolidated Statement of Profit and Loss for the
Year Ended 31st March, 2019 (` Lakhs)
Particulars Note Year Ended Year Ended
31st March, 2019 31st March, 2018
Income
Revenue from Operations 24 291304 267902
Other Income 25 1887 2433
Total Income 293191 270335
Expenses
Cost of Materials Consumed 96050 88836
Purchase of Stock-In-Trade 2258 3785
Changes in Inventory of Finished Goods, Work-In-Progress, Stock-In-Trade and Others 26 (5905) 650
Excise Duty - 4605
Employee Benefits Expense 27 27981 26784
Finance Costs 28 13521 12374
Depreciation and Amortization Expense 29 11852 9477
Other Expenses 30 119871 96866
Total Expenses 265628 243377
Share of Profit of Associates 740 396
Profit Before Exceptional Items and Tax 28303 27354
Exceptional Items 31 264 488
Profit Before Tax 28039 26866
Tax Expense
Current Tax
For the Year (6150) (6028)
Relating to Earlier Year - 40
Deferred Tax (3062) (3311)
Profit After Tax 18827 17567
Non Controlling Interest 191 171
Profit for the Year 19018 17738
Other Comprehensive Income
Items that will not be reclassified to Profit or Loss
Net Actuarial Loss on Defined Benefit Plans (612) (305)
Net Gain/(Loss) on Fair Value of Equity Instruments (131) 313
Other Comprehensive Income Reclassified to Profit or Loss - (105)
Deferred Tax on Other Comprehensive Income 134 81
Other Comprehensive Income for the Year, Net of Income Tax (609) (16)
Total Comprehensive Income for the Year 18409 17722
Profit for the Year Attributed to:
Owners of the Company 19018 17738
Non Controlling Interest 191 171
Other Comprehensive Income for the Year Attributed to:
Owners of the Company (609) (16)
Non Controlling Interest - -
Total Comprehensive Income for the Year Attributed to:
Owners of the Company 18409 17722
Non Controlling Interest 191 171
Earnings per Equity Share 34
Basic (`) 7.82 7.30
Diluted (`) 7.82 7.30
As per our report of even date For and on behalf of the Board
132 |
(` Lakhs)
Particulars Year Ended Year Ended
31st March, 2019 31st March, 2018
Amount Amount Amount Amount
Proceeds from Non-Current Borrowings 40835 34739
Repayment of Non-Current Borrowings (10501) (28757)
Proceeds from Current Borrowings (Net) (3336) 9196
Dividend and Dividend Tax Paid (4397) (2926)
Net Cash Generated From Financing Activities 9080 (122)
Net Increase in Cash and Cash Equivalents (A + B + C) 278 53
Cash and Cash Equivalents at the Beginning of the Year 1564 1511
Cash and Cash Equivalents at the End of the Year 1842 1564
As per our report of even date For and on behalf of the Board
As per our report of even date For and on behalf of the Board
134 |
Notes to the Consolidated Financial Statements for the
Year Ended 31st March, 2019
1A. Corporate Information set out in the Act. Based on the nature of products
Asahi India Glass Limited (“the Company”) is a public limited and the time between the acquisition of assets for
Company and is listed on the Bombay Stock Exchange processing and their realization in cash and cash
Limited (BSE) and the National Stock Exchange of India equivalents, the Group has ascertained its operating
Limited (NSE). The Company and its subsidiaries (jointly cycle as 12 months for the purpose of current/non
referred to as the Group hereinunder) and associates are current classification of assets and liabilities.
engaged interalia, in the business of manufacturing of
Auto Glass, Float Glass and other value added Glasses and (c) Principles of Consolidation
allied products. The Consolidated Financial Statements have been
prepared on the following basis :
The Subsidiaries considered in these Consolidated Financial (i) The Group combines the Financial Statements
Statements are: of the parent and its subsidiaries line by line
Name of the Company Country of % Voting % Voting adding together like items of assets, liabilities,
Incorporation Power held Power Held equity income and expenses.
As At 31st As At 31st
March, 2019 March, 2018 (ii)
Intra group transactions, balances and
AIS Glass Solutions Ltd. India 82.55 82.55 unrealized gains on transactions between group
Integrated Glass Materials Ltd. India 100.00 100.00 companies are eliminated.
Gx Glass Sales and Services Ltd. India 93.48 93.48
(iii) Unrealised losses are also eliminated unless the
The Associates considered in these Consolidated Financial transaction provides evidence of an impairment
Statements are: of the transferred asset.
Name of the Company Country of % Voting % Voting (iv) Accounting policies of subsidiaries have been
Incorporation Power Held Power Held
changed where necessary to ensure consistency
As At 31st As At 31st
with the policies adopted by the Group.
March, 2019 March, 2018
AIS Adhesives Ltd. India 47.83 47.83 (v)
The Consolidated Financial Statements have
AIS Distribution Services Ltd. India 49.98 49.98 been prepared using uniform accounting
Scopfy Components Pvt. Ltd. India 30.00 30.00
policies for like transactions and other events
in similar circumstances and are presented to
1B. Significant Accounting Policies
the extent possible in the same manner as the
(a) Statement of Compliance
Company’s separate Financial Statements.
The Consolidated Financial Statements of the
(vi)
Non Controlling Interest in the net income
Group have been prepared to comply with the
and net assets of the Consolidated Financial
Indian Accounting Standards (Ind AS), including the
Statements is computed and shown separately.
rules notified under the relevant provisions of the
Companies Act, 2013. (vii) Investments in associate companies have been
accounted under the equity method as per Ind
(b) Basis for Preparation AS 28 “Investment in Associates” and accordingly
The Financial Statements have been prepared under Consolidated Financial Statements include the
the historical cost convention on accrual basis with Company’s share of profit or loss of the associates.
the exception of certain assets and liabilities carried
at fair values by Ind AS. The assets and liabilities have (d) Property, Plant and Equipment-Tangible Assets
been classified as current/non current as per the Property, Plant and Equipment are stated at cost, net
Group’s normal operating cycle and other criteria of recoverable taxes, trade discounts and rebates less
accumulated depreciation and impairment losses, such gains or losses are recognized as income or
if any. Such cost includes purchase price, borrowing expense in the Statement of Profit and Loss.
cost and any cost directly attributable to bringing
the assets to its working condition for its intended ix. Cost of items of Property, Plant and Equipment
use, net changes on foreign exchange contracts and not ready for intended use as on the Balance
adjustments arising from exchange rate variations Sheet date is disclosed as capital work in
attributable to the assets. progress. Advances given towards acquisition of
Property, Plant and Equipment outstanding at
Subsequent costs are included in the asset’s each Balance Sheet date are disclosed as Capital
carrying amount or recognized as a separate asset, Advance under Other Non Current Assets.
as appropriate, only when it is probable that future
economic benefits associated with the item will flow (e) Intangible Assets and Amortization
to the entity and the cost of the item can be measured Intangible assets are stated at cost, net of recoverable
reliably. All other repairs and maintenance are taxes, trade discounts and rebates less accumulated
charged to profit or loss during the reporting period amortization and impairment loss, if any.
in which they are incurred.
The cost comprises of purchase price, borrowing costs
Depreciation Method and Estimated Useful Life and any cost directly attributable to bringing the asset
Depreciation is provided on the straight line method to its working condition for the intended use.
over the estimated useful life of the assets as per the
rates in the manner prescribed under the Schedule II Gains and losses on disposals are determined by
to the Companies Act, 2013 except in respect of the comparing proceeds with carrying amount. These are
following assets where useful life is different than recognized as income or expense in the Statement of
those prescribed in Schedule II (Based on technical Profit and Loss.
evaluation):
Cost of items of intangible assets not ready for
i. Carpeted roads-other than RCC - Auto SBU 15 years intended use as on the Balance Sheet date is disclosed
ii. Carpeted roads-other than RCC - Float SBU 25 years as intangible assets under development.
iii. Fences (Boundary Walls) - Float SBU 25 years
Amortization Method and Estimated Useful Life
iv. Plant and Equipment
Amortization is charged on a straight line basis over
a) Tooling, Utility, Forklifts, Testing Equipments 20 years
the estimated useful life. The estimated useful life
b) Continuous Process Plant and Electrical 18 years and amortization method are reviewed at the end of
Installations forming part thereto each annual reporting period with the effect of any
c) Float Glass Melting Furnace 15 years changes in the estimate being accounted for on a
d)
Other parts of Plant and Equipment 25 years prospective basis.
(where cost of a part asset is significant to
total cost of the asset) (f) Impairment
v. Electrical Installations- Auto SBU 25 years Tangible and Intangible assets are tested for
impairment whenever events or changes in
vi.
Leasehold Land and improvements are circumstances indicate that the carrying amount may
depreciated over the period of lease. not be recoverable. An impairment loss is recognized
for the amount by which the asset’s carrying amount
vii. Plant & Equipment not represented by physical exceeds its recoverable amount. The recoverable
assets owned by the Group are amortized over a amount is the higher of an asset’s fair value less
period of five years. costs of disposal and value in use. Non financial
assets that suffered an impairment are reviewed for
viii. Gains and losses on disposals are determined by possible reversal of the impairment at the end of each
comparing proceeds with carrying amount and reporting period.
136 |
(g) Leases Management determines the classification of
Leases are classified as finance leases whenever the an asset at initial recognition depending on the
terms of the lease transfer substantially all the risks purpose for which the assets were acquired. The
and rewards of ownership to the lessee. All other subsequent measurement of financial assets
leases are classified as operating leases. depends on such classification.
carrying amounts approximate fair value due to economic environment in which the Group
short maturity of these instruments. operates. The Consolidated Financial Statements
are presented in Indian Rupee (INR) which is
De-recognition: Group’s functional and presentation currency.
Financial Liabilities are de-recognized when
the liability is extinguished, that is, when the Foreign currency transactions are translated
contractual obligation is discharged, cancelled into the functional currency using the exchange
and on expiry. rates at the dates of the transactions. Foreign
exchange gains and losses resulting from the
(i) Inventories settlement of such transactions and from the
Inventories are valued at lower of cost or net translation of monetary assets and liabilities
realizable value except waste and scrap which is denominated in foreign currencies at year
valued at estimated realizable value as certified by end exchange rates are generally recognized
the management. The basis of determining cost for in Statement of Profit and Loss except on
various categories of inventories as follows: transactions entered into to hedge certain
foreign currency risks.
Stores, Spare Parts, Weighted moving
Exchange gains or losses of foreign currency
Packing Materials and average method except
borrowings taken prior to 1st April, 2017 which
Raw Materials stores segregated for
are related to the acquisition or construction of
specific purposes and
qualifying assets are adjusted in the carrying
materials in transit valued
cost of such assets. Exchange fluctuations on
at their specific cost.
other long term foreign currency monetary
Work in Progress and Material cost plus items prior to the above date are accumulated
Finished Goods appropriate share of in Foreign Currency Monetary Item Translation
production overheads. Difference Account.
Stock in Trade First in First Out method
based on actual cost. ii. Derivative Financial Instruments
In the ordinary course of business, the Group
(j) Revenue uses certain financial instruments to reduce
Revenue is recognized when the performance business risks which arise from its exposure
obligation is satisfied by transferring a promised to foreign exchange rate risks, commodity
good or service (i.e. an asset) to a customer. An asset is price risks and interest rate fluctuations. The
transferred when (or as) the customer obtains control instruments are confined mainly to forward
of that asset. Revenue is measured at the fair value contracts, certain other derivative financial
of the consideration received or receivable net of instruments and interest rate swaps.
discounts, taking into account contractually defined
terms and excluding taxes and duties collected Derivatives are initially accounted for and
on behalf of the Government. Interest income is measured at fair value from the date derivatives
accrued on time proportion basis, by reference to the contract is entered into and subsequently
principal outstanding and the effective interest rate remeasured to their fair value at the end of each
applicable. Rental income from investment properties reporting period.
is recognized on a straight line basis over the term of
the relevant leases. Income from services is accounted (l) Cash and Cash Equivalents
over the period of rendering of services. For the purpose of presentation in the Statement of
Cash Flows, cash and cash equivalents includes cash
(k) Foreign Currency Transactions in hand, demand deposits with banks, short term
i. Items included in the Financial Statements are balances, highly liquid investments that are readily
measured using the currency of the primary convertible into known amounts of cash and which
138 |
are subject to insignificant risk of changes in value. Current and deferred tax is recognized in profit or loss,
Book overdrafts are shown within Other Financial except to the extent that it relates to items recognized
Liabilities in the Balance Sheet and form part of cash in Other Comprehensive Income or directly in
and cash equivalents in the Cash Flow Statement. Equity. In this case the tax is also recognized in
Other Comprehensive Income or directly in Equity
(m) Taxes on Income respectively.
Income tax expense represents the sum of the current
tax and deferred tax. (n) Employee Benefits
(i) Short Term Employee Benefits
Current tax charge is based on taxable profit for the
Short term employee benefits are expensed
year. Taxable profit differs from profit as reported in
as the related service is provided. A liability is
the Statement of Profit and Loss because some items
recognized for the amount expected to be paid
of income or expense are taxable or deductible in
if the Group has a present legal or constructive
different years or may never be taxable or deductible.
obligation to pay this amount as a result of
The Group’s liability for current tax is calculated using
past service provided by the employee and the
Indian tax rates and laws that have been enacted by
obligation can be estimated reliably.
the reporting date.
(ii) Post Employment Benefits
Current tax assets and liabilities are offset when there
is a legally enforceable right to set off current tax
Defined Contribution Plans
assets against current tax liabilities and when they The Group’s defined contribution plans are
relate to income taxes levied by the same taxation superannuation and employees provident
authority. fund and employees pension scheme (under
the provisions of the Employees’ Provident
The Group periodically evaluates positions taken in Funds and Miscellaneous Provisions Act, 1952)
the tax returns with respect to situations in which since the Group has no further obligation
applicable tax regulations are subject to interpretation beyond making the contributions. The Group’s
and establishes provisions where appropriate. contributions to these plans are charged to the
Statement of Profit and Loss as incurred.
Deferred tax is the tax expected to be payable or
recoverable in the future arising from temporary Defined Benefits Plans
differences between the carrying amounts of
Liability for defined benefit plans is provided on
assets and liabilities in the Balance Sheet and the
the basis of valuations as at the Balance Sheet
corresponding tax bases used in the computation
date, carried out by an independent actuary.
of taxable profit. Deferred tax liabilities are generally
recognized for all taxable temporary differences and
Gratuity
deferred tax assets are recognized to the extent that
it is probable that taxable profits will be available The gratuity fund benefits are administered by
against which deductible temporary differences a Trust recognized by Income Tax Authorities
can be utilized. Deferred tax is calculated at the tax through Group Gratuity Schemes. The liability
rates that are expected to apply in the period when for gratuity at the end of the each financial year
the liability is settled or the asset realized, based on is determined on the basis of actuarial valuation
tax rates that have been enacted or substantively carried out by the Insurer’s Actuary. The method
enacted by the reporting date. used for measuring the liability for Gratuity is
Projected Unit Credit Method. Actuarial gains
Deferred income tax assets and liabilities are offset and losses are recognized in the Statement of
against each other and the resultant net amount is Other Comprehensive Income in the period
presented in the Balance Sheet if and only when the of occurrence of such gains and losses. The
Group currently has a legally enforceable right to set obligations for gratuity are measured at the
off the current income tax assets and liabilities. present value of estimated future cash flows
discounted at rates reflecting the prevailing effects of all dilutive potential equity shares.
market yields of Indian Government securities
as at the Balance Sheet date for the estimated (p) Non Current Assets Held for Sale
term of the obligations. The estimate of future Non current assets are classified as held for sale if
salary increases considered takes into account their carrying amount will be recovered principally
the inflation, seniority, promotion and other through a sale transaction rather than continuing
relevant factors. The expected rate of return of use and a sale is considered highly probable. They are
plan assets is the Group’s expectation of the measured at the lower of their carrying amount and
average long term rate of return expected on fair value less cost to sell.
investments of the fund during the estimated
term of the obligations. Plan assets are measured Non current assets are not depreciated or amortized
at fair value as at the Balance Sheet date. while they are classified as held for sale.
(iii) Other Long Term Benefit Plans Non current assets classified as held for sale are
The liabilities for earned leave are not expected presented separately from the other assets in the
to be settled wholly within 12 months after the Balance Sheet.
end of the period in which the employees render
the related service. They are therefore measured (q) Exceptional Items
as the present value of expected future When items of income or expense are of such nature,
payments to be made in respect of services size and incidence that their disclosure is necessary to
provided by employees up to the end of the explain the performance of the Group for the year, the
reporting period using the Projected Unit Credit Group makes a disclosure of the nature and amount
Method. The benefits are discounted using the of such items separately under the head “Exceptional
market yields at the end of the reporting period Items.”
that have terms approximating to the terms of
the related obligation. Re-measurements as a (r) Segment Reporting
result of experience adjustments and changes Operating segments are reported in a manner
in actuarial assumptions are recognized in Other consistent with the internal reporting provided to
Comprehensive Income. the Chief Operating Decision Maker (CODM). The
Managing Director and Chief Executive Officer of
(iv)
The expenditure on voluntary retirement the Company has been identified as CODM and is
scheme is charged to the Statement of Profit responsible for allocating the resources, assesses the
and Loss in the year in which it is incurred. financial performance of segments and position of
the Group and makes strategic decisions.
(o) Earnings Per Share
Basic earnings per share is calculated by dividing The Group has identified two reportable segments
the profit for the period attributable to the owners “Automotive Glass” and “Float Glass” based on the
of Group by the weighted average number of equity information reviewed by the CODM. Refer Note 39 for
shares outstanding during the period. The weighted segment information presented.
average number of equity shares outstanding during
the period and for all periods presented is adjusted (s) Provisions and Contingent Liabilities
for events, such as bonus shares, other than the A provision is recognized if as a result of a past
conversion of potential equity shares that have event, the Group has a present obligation (legal or
changed the number of equity shares outstanding constructive) that can be estimated reliably and it is
without a corresponding change in resources. For the probable that an outflow of economic benefits will
purposes of calculating diluted earnings per share the be required to settle the obligation. Provisions are
profit for the period attributable to the owners of the recognized at the best estimate of the expenditure
Group and the weighted average number of shares required to settle the present obligation at the
outstanding during the period is adjusted for the Balance Sheet date. If the effect of time value of
140 |
money is material, provisions are discounted using (w) Borrowing Cost
a current pre tax rate that reflects, when appropriate Borrowing costs directly attributable to the acquisition
the risks specific to the liability. The increase in the or construction of qualifying assets are capitalized as
provision due to passage of time is recognized as an part of the cost of such assets. A qualifying asset is
interest expense. one that necessarily takes substantial period of time
to get ready for its intended use. All other borrowing
A contingent liability exists when there is a possible
costs are charged to the Statement of Profit and Loss
but not probable obligation, or a present obligation
for the period for which they are incurred.
that may, but probably will not, require an outflow
of resources, or a present obligation whose amount
(x)
Use of Estimates and Critical Accounting
cannot be estimated reliably. Contingent liabilities
Judgements
do not warrant provisions but are disclosed unless
the possibility of outflow of resources is remote. The preparation of Financial Statements is in
Contingent assets are neither recognized nor conformity with Generally Accepted Accounting
disclosed in the Consolidated Financial Statements. Principles which requires management to make
However, when the realization of income is virtually estimates and assumptions.
certain then the related asset is not a contingent asset
and its recognition is appropriate. The estimates and the associated assumptions are
based on historical experience, opinions of experts
(t) Research and Development and other factors that are considered to be relevant.
Research costs are expensed as incurred. Product Actual results may differ from these estimates.
development costs are capitalised when technical and
Significant judgements and estimates are made
commercial feasibility of the products is demonstrated,
in areas relating to useful lives of Property, Plant
future economic benefits are probable, the Company
has an intention and ability to complete and use or and Equipment, impairment of Property, Plant and
sale the products and costs can be measured reliably. Equipment, Investments, acturial assumptions
In other cases such development costs are taken to relating to recognition and measurement of employee
the Statement of Profit & Loss. The costs which can defined benefit obligations and recognition of
be capitalised include the cost of material, direct provisions and exposure of contingent liabilities
labour, overhead costs that are directly attributable to relating to pending litigations or other outstanding
preparing the asset for its intended use. claims etc.
142 |
3. Capital Work-In-Progress (` Lakhs)
As At As At
31st March, 2019 31st March, 2018
Buildings under Construction 18791 3004
Plant and Equipment under Installation 19913 6744
Electrical Installations under Erection 3761 504
Expenditure Incurred in the Course of Construction or Acquisition 2206 936
Others 582 240
Total 45253 11428
4. Investments
Number of Shares Face Value (`) per Share Amount
As At As At As At As At As At As At
31st March, 2019 31st March, 2018 31st March, 2019 31st March, 2018 31st March, 2019 31st March, 2018
i) In Associates
Long Term - Trade
Equity Instruments
Unquoted (measured at cost)
AIS Adhesives Ltd. 1049895 1049895 10 10 772 643
AIS Distribution Services Ltd. 100000 100000 10 10 1885 1484
Scopfy Components Pvt. Ltd. 9000000 9000000 10 10 1102 893
3759 3020
ii) Others (designated at fair value
through Other Comprehensive
Income)
Quoted
Jamna Auto Industries Ltd. 825000 825000 1 1 518 649
518 649
Unquoted
Beta Wind Farm Pvt. Ltd. 442890 442890 10 10 61 84
Caparo Power Pvt. Ltd. 3186484 3186484 10 10 319 319
Kamachi Sponge and Power 300000 300000 10 10 23 20
Corporation Ltd.
Sai Wardha Power Generation Ltd. 972934 972934 10 10 97 97
ARS Energy Ltd. 840 600 10 10 2 2
Watsun Infrabuild Pvt. Ltd. 370664 - 10 - 37 -
539 522
In Government Securities
National Saving Certificates* - -
Total 4816 4191
Aggregate Amount of Quoted Investments and Market Value thereof 518 649
Aggregate Amount of Unquoted Investments 4298 3542
Aggregate Amount of Impairment in the Value of Investment - -
* Pledged with Sales Tax Authorities, rounded off to Nil
5. Loans (` Lakhs)
As At As At
31st March, 2019 31st March, 2018
(a) Loans Receivables Considered Good-Unsecured
Security Deposits
a) Related Party 45 45
b) Others 2592 1821
(b) Loans Receivables which have significant increase in Credit Risk - -
(c) Loans Receivables-Credit Impaired 4 -
2641 1866
Allowance for Doubtful Receivables (4) -
Total 2637 1866
Notes:
(a) `45 lakhs (previous year: ` 45 lakhs) due from R.S. Estates Private Limited.
(b) Others include interest accrued on Government Deposits of `51 lakhs (previous year: ` 49 lakhs)
144 |
9. Inventories (` Lakhs)
As At As At
31st March, 2019 31st March, 2018
Raw Materials 16092 15966
Work-in-Progress 5468 4217
Finished Goods 28133 23440
Stock-in-Trade 850 922
Stores, Spares and Loose Tools 17537 15894
Others
- Waste, Scrap and By Product etc. 1019 986
Total 69099 61425
Inventories include Material-in-Transit:
Raw Materials 4007 4503
Stores, Spares and Loose Tools 584 1082
Inventories are valued at lower of cost and net realizable value except waste and scrap which is valued at estimated realizable
value.
12. Loans
Loans Receivables Considered Good-Unsecured
Security Deposits 171 297
Loans Receivables which have significant increase in Credit Risk - -
Loans Receivables-Credit Impaired - -
Total 171 297
146 |
(d) Dividends:
The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to
the approval of Shareholders in the ensuing Annual General Meeting except in case of interim dividend.
In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive any of the remaining
assets of the Company, after distribution of all preferential amounts. However no such preferential amounts exist currently.
The distribution will be in proportion to the number of equity shares held by the Shareholders.
Details of dividend paid and proposed: (` Lakhs)
Particulars 2018-19 2017-18
(i) Equity Shares
Final dividend for the year ended 31st March, 2018 of `1.50 (previous year: ` 3646 2431
1.00) per fully paid equity share
(ii) Dividend not recognized at the end of the reporting period
In addition to the above dividend, since year end the directors have 2431 3646
recommended the payment of a final dividend of ` 1.00 (previous year:
` 1.50) per fully paid equity share. This proposed dividend is subject to the
approval of Shareholders in the ensuing Annual General Meeting.
16. Other Equity
Particulars 2018-19 2017-18
(a) Capital Reserve
Opening Balance 38 16
Received during the year - 22
Closing Balance 38 38
c) Securities Premium
Opening Balance 23862 23862
Closing Balance 23862 23862
Description of Reserves
(a) Capital Reserve: Capital Reserve represents reserve of the Company which is not available for distribution as dividend.
(b) Capital Redemption Reserve: Capital Redemption Reserve is reserve created on redemption of preference shares.
(c) Securities Premium: Securities Premium represents excess amount received by the Company over the face value of its
share to be utilized for specific purposes only as per Section 52 of the Companies Act, 2013.
(d) Amalgamation Reserve: Amalgamation Reserve is reserve created on amalgamation of erstwhile Float Glass India Limited
with the Company.
(e) General Reserve: General Reserve is free reserve of the Company which is kept aside out of Company’s profits to meet
future requirements as and when they arise. The Company had transferred a portion of the Profit After Tax to General
Reserve pursuant to earlier provisions of the Companies Act, 1956. Mandatory transfer to General Reserve is not required
under the Companies Act, 2013.
(f) Retained Earnings: Retained Earnings are the accumulated profits of the Company after reduction of dividend and Income
tax on dividend.
(g) Other Reserves - FVOCI: Other Comprehensive Income represents actuarial gain/loss on remeasurement of defined
benefit obligation and fair valuation of Investments.
Unsecured Loans
Rupee Term Loans from Banks 7238 7993
148 |
(` Lakhs)
Name of Bank / Others As At 31st March, 2019 Security Given Instalments Maturity
Non-Current Current Outstanding
HDFC Bank Ltd. 4394 767 First Pari-passu charge on T-7 Taloja Plant 23 Dec-24
movable and immovable fixed assets
both present and future
IDFC Bank Ltd. 6985 1550 First Pari-passu charge on Roorkee Plant 22 Sep-24
movable and immovable fixed assets
both present and future
South Indian Bank Ltd. 9560 1433 First Pari-passu charge on Rewari Plant 23 Feb-25
movable and immovable fixed assets
both present and future
Bank of Baroda 8322 1662 First Pari-passu charge on T-7 Taloja Plant 24 Mar-25
movable and immovable fixed assets
both present and future
RBL Bank Ltd. 6089 405 First Pari-passu charge on T-7 Taloja Plant 32 Sep-27
movable and immovable fixed assets
both present and future
Kotak Mahindra Bank Ltd - 799 Subservient charge on all existing and 6 Sep-19
future current assets
SBM Bank (India) Ltd. 5995 - First Pari-passu charge on T-7 Taloja Plant 18 Dec-24
movable and immovable fixed assets
both present and future
Federal Bank 7982 - First charge on Patan Plant, Plant & 16 Aug-24
Machinery and immovable fixed assets
both present and future
Kotak Mahindra Bank Ltd 4294 694 First Pari-passu charge on Rewari Plant 30 Feb-22
movable and immovable fixed assets
both present and future
AXIS Bank 5000 - First Pari-passu charge on Chennai Plant 8 Mar-22
movable and immovable fixed assets
both present and future
Total 74801 13079
Secured Rupee Term
Loans from Others
Bajaj Finance Ltd. 6338 905 Pledge of 82.55% equity shares of AIS 80 Aug-24
Glass Solutions Ltd. held by the Company
Bajaj Finance Ltd. 5991 - First Pari-passu charge on Chennai Plant 6 Dec-21
movable and immovable fixed assets
both present and future
Bajaj Finance Ltd. 212 38 Secured by first charge on factory land 20 May-24
and building of AIS Glass Solutions Ltd.
Roorkee plant both present and future
Bajaj Finance Ltd. 487 8 Secured by first charge on factory land 48 Feb-24
and building of AIS Glass Solutions Ltd.
Roorkee plant both present and future
Total 13028 951 -
Unsecured Term Loans -
from Banks
Federal Bank 1250 3995 - 5 Jun-20
Federal Bank 1000 1997 - 6 Jul-20
Federal Bank 4988 0 - 8 Mar-22
Total 7238 5992
Secured Finance Lease
Obligation
Kotak Mahindra Prime Ltd. 95 113 Hypothecation of Vehicles 1231 Jan-22
Total 95 113
19. Provisions
Provision for Employee Benefits 987 78
Total 987 78
20. Borrowings
Loans Repayable On Demand
Secured
From Banks * 17007 24343
Unsecured
From Banks 15500 10000
From Others - 1500
Total 32507 35843
*`16903 lakhs (previous year ` 6843 lakhs) are secured by first pari-passu charge on current assets of the Company and the balance
of `104 lakhs (previous year Nil) is secured by first charge on T-16 Taloja Plant movable and immovable fixed assets both present
and future.
150 |
23. Provisions (` Lakhs)
As At As At
31st March, 2019 31st March, 2018
Provision for Employee Benefits
Leave Encashment 86 381
Gratuity 563 472
Superannuation 30 30
Total 679 883
26. Changes in Inventory of Finished Goods, Work-In-Progress, Stock in Trade and Others
Year Ended Year Ended
31st March, 2019 31st March, 2018
Inventory at the Beginning of the Year
Finished Goods 23440 23668
Work-in-Progress 4217 4048
Stock in Trade 922 1533
Others - Waste, Scrap and by Product etc. 986 966
29565 30215
Inventory at the End of the Year
Finished Goods 28133 23440
Work-in-Progress 5468 4217
Stock in Trade 850 922
Others - Waste, Scrap and By Product etc. 1019 986
35470 29565
Total (5905) 650
31. Exceptional item of `264 lakhs (previous year: `488 lakhs) represents expenses on account of compensation and payment under
Voluntary Retirement Scheme to employees.
152 |
32. Disclosure as per Ind AS 12 ‘Income Taxes’
(a) Income Tax Expense
i) Income Tax Recognized in Statement of Profit and Loss (` Lakhs)
Particulars Year Ended Year Ended
31st March, 2019 31st March, 2018
Current Tax Expense
Current Year (6150) (6028)
Adjustment for Earlier Years - 40
(6150) (5988)
Deferred Tax Expense
Origination and Reversal of Temporary Differences (3062) (3311)
Total (9212) (9299)
Particulars Year Ended 31st March, 2019 Year Ended 31st March, 2018
Before Tax Tax Net of Tax Before Tax Tax Net of Tax
(Expense)/ (Expense)/
Benefit Benefit
Net Actuarial Gains/(Losses) (612) 213 (399) (305) 58 (247)
on Defined Benefit Plans
Net Gains/(Losses) on Fair (131) (79) (210) 208 23 231
Value of Equity Instruments
Total (743) 134 (609) (97) 81 (16)
iii) Reconciliation of Tax Expense and the Accounting Profit Multiplied by India’s Domestic Tax Rate
Particulars Year Ended Year Ended
31st March, 2019 31st March, 2018
Profit Before Tax 28039 26866
Tax Using Domestic Tax Rate of 34.944% (Previous Year Tax Rate 34.608%) 9798 9298
Tax Effect of:
Non-Deductible Tax Expenses (115) (171)
Non Taxable Income 83 249
Earlier Year Tax Adjustments - (40)
Others (553) (104)
Adjustment Pertaining to Subsidiaries - 67
Total Tax Expense in the Statement of Profit and Loss 9212 9299
i) Associates:
1) AIS Adhesives Limited
2) AIS Distribution Services Limited
3) Scopfy Components Private Limited
v) Others:
1) AGC Inc. (Formerly Asahi Glass Co. Ltd., Japan)
2) Maruti Suzuki India Limited
154 |
b) Transactions with the Related Parties are as follows: (` Lakhs)
Nature of Transactions Associates Enterprises Key Management Others
owned or Personnel and
significantly their Relatives
influenced by
Key Management
Personnel
2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18
1. Expenses
- Stores and Spares 408 30 - - - 440 463
- Purchase of Stock in Trade - - - - - - 7 5
- Remuneration to Directors and KMP - - - - 836 808 -
- Directors Sitting Fee - - - - 7 7 -
- Miscellaneous Expenses - - 23 21 - 1 5
- Rent Paid - - 47 47 4 4 -
- Repairs and Maintenance - - - - - 140 53
- Royalty / Technical Fee - - - - - - 413 483
- Interest 11 - - 11 - - 2 132
2. Income
- Sale of Goods Etc. 15133 13236 - - - - 55713 56380
- Sale of Capital Goods - - - - - - 288 251
- Interest 28 - - - - - 15 8
3. Purchases of Capital Goods / Services
- Purchase of Capital Goods 24 - - - 1323 7213
- Fee for Technical Services - - - - 2453
4. Purchases of Investment - 900 - - - - - -
5. Loan Received 400 100 - 200 - - - -
6. Loan Repaid 400 150 - 200 - - - -
35. Disclosure as per Ind AS -37 Provision, Contingent Liabilities and Contingent Assets
As at As at
31st March, 2019 31st March, 2018
Contingent Liabilities
(a) Claims against the Group not Acknowledged as Debts*
i) Excise, Custom Duty and Service Tax 4132 670
ii) Disputed Income Tax Demand 10 10
iii) Disputed Sales Tax Demand 5160 1549
iv) Others 1012 377
(b) Guarantees
i) Bank Guarantees and Letters of Credit Outstanding 4443 3837
(c) Other money for which the Group is Contingently Liable
i) Channel Financing from Banks 6756 5795
ii) Bills Discounted 5659 1491
Commitments
Estimated amount of contracts remaining to be executed on capital account and not 4104 7714
provided for excluding Capital Advances
* The Group has been advised that the demands are likely to be deleted and accordingly no provision is considered necessary.
156 |
b) Other Information (` Lakhs)
Particulars Year Ended 31st March 2019 Year Ended 31st March 2018
Automotive Float Glass Unallocable Total Automotive Float Glass Unallocable Total
Glass Glass
Segment Assets 202510 145809 13390 361709 161386 142714 13869 317969
Deferred Tax Assets - - 7238 7238 - - 10166 10166
Total Assets 202510 145809 20628 368947 161386 142714 24035 328135
Segment Liabilities 61120 19076 3905 84101 61542 18388 4180 84110
Share Capital and Reserves - - 121569 121569 - - 107557 107557
Non Controlling interest - - (1127) (1127) - - (937) (937)
Secured and Unsecured Loans - - 164404 164404 - - 137406 137406
Total Liabilities 61120 19076 288751 368947 61542 18388 248206 328136
Notes:
i. The Group’s Operating Segments are established on the basis of the information that is evaluated by the “Chief
Operating Decision Maker” as defined in Ind AS 108 - Operating Segments in deciding how to allocate resources
and in assessing performance. The segments have been identified taking into account nature of products and
services,production processes,risks and returns and the internal business reporting systems.
ii. For management purposes, the Group is organised into two major operating divisions - Automotive Glass and Float
Glass. These divisions are the basis on which the Group reports its primary segment information.
iii. All segment assets and liabilities are directly attributable to the segment. Segment assets include all operating assets
used by the segment and consist primarily of fixed assets, inventories, trade receivables, loans and advances and
operating cash and bank balances. Segment liabilities include all operating liabilities and consist primarily of creditors
and accrued liabilities. Investments, tax related assets and other assets and liabilities that cannot be allocated to a
segment on reasonable basis have been disclosed as unallocable.
iv. Segment revenues and segment results include transfers between business segments. Pricing is decided by marketing
and logistics department. These transfers are eliminated on consolidation.
v. Joint expenses are allocated to business segments on a reasonable basis. All other revenues and expenses are directly
attributable to the segments. They do not include interest income on inter corporate deposit and interest expense.
vi. There are no non current assets located outside India.
vii. Revenue derived from a single external customer amounting to more than 10% of the entity’s revenue attributable to
Automotive glass segment - `55595 Lakhs (Previous Year ` 56378 Lakhs)
158 |
Based on historic default rates, the Group believes that, apart from the above, no impairment allowance is necessary
in respect of any other assets as the amounts are insignificant.
(b) Liquidity Risk
Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk management
is to maintain sufficient liquidity and to ensure funds are available for use as per the requirements.
The Group has an appropriate liquidity risk management framework for the management of short, medium and long term
funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate cash reserves,
banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities.
(i) Financing Arrangements
The Group had access to the following undrawn borrowing facilities at the end of the reporting period:
(` Lakhs)
Particulars As At As At
31st March, 2019 31st March, 2018
Fixed-Rate Borrowings - -
Floating-Rate Borrowings
Bank Overdraft 26293 46756
Rupee Term Loans 15000 2632
Total 41293 49388
(ii) Maturities of Financial Liabilities
The following are the contractual maturities of derivative and non-derivative financial liabilities, based on contractual
cash flows:
Contractual Maturities of Financial Liabilities Contractual Cash Flows
Less than One Year More than One Year Total
31st March, 2019
Non-Derivative Financial Liabilities
Rupee Term Loans from Banks 19071 82039 101110
Rupee Term Loans from Others 951 13028 1399
Foreign Currency Loans from Banks 1834 14766 16600
Finance Lease Obligations 113 95 208
Trade and Other Payables 63841 - 63841
Other Financial Liabilities 8739 2065 10804
Short Term Borrowings 32507 - 32507
Sensitivity Analysis
The Group is mainly exposed to JPY, USD and EURO.
The following table provides details of the Group’s sensitivity to a 2% increase and decrease in the INR against the
relevant foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary
items as tabulated above and adjusts their translation at the period end for a 2% change in foreign currency rates. The
sensitivity analysis includes external loans. A positive number below indicates an increase in profit or equity and vice-
versa.
2% Movement Profit and Loss (Before Tax) Profit and Loss (Before Tax)
Strengthening (Weakening) Strengthening (Weakening)
31st March, 2019 31st March, 2018
INR/USD 1064 (1064) 1002 (1002)
INR/EUR 62 (62) 65 (65)
INR/JPY 32 (32) 31 (31)
Total 1158 (1158) 1098 (1098)
(d) Interest Rate Risk
The Group is exposed to interest rate risk arising mainly from long term borrowings with floating interest rates. The Group
is exposed to interest rate risk because the cash flows associated with floating rate borrowings will fluctuate with changes
in interest rates. The Group manages the interest rate risks by entering into different kinds of loan arrangements with varied
terms (eg. fixed, floating, rupee,foreign currency ,etc.).
160 |
Fair Value Sensitivity Analysis for Fixed-Rate Instruments
The Group’s fixed rate instruments are carried at amortized cost. They are therefore not subject to interest rate risk, since
neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
Financial Liabilities
Borrowings - - 142340 - - 126717
Finance Lease Obligations - - 95 - - 217
Trade Payables - - 63841 - - 68109
Payable for Capital - - 5448 - - 3485
Expenditure
Other Financial Liabilities - - 27325 - - 15542
Total Financial Liabilities - - 239049 - - 214070
162 |
(c) Fair Value of Financial Assets and Liabilities Measured at Amortized Cost (` Lakhs)
The Board of Directors of Group Companies has the primary responsibility to maintain a strong capital base and reduce the cost
of capital through prudent management in deployment of funds and sourcing by leveraging opportunities in domestic and
international financial markets so as to maintain investors, creditors and markets confidence and to sustain future development
of the business. The Board of Directors monitors the return on capital, which is defined as result from operating activities divided
by total Shareholders’ equity. The Board of Directors also monitors the level of dividends to Equity Shareholders.
Under the terms of major borrowing facilities, the Group is required to comply with the financial covenants as may be prescribed
by the lenders. There have been no breaches in the financial covenants of any interest bearing borrowings.
The Group monitors capital, using a medium term view of three to five years, on the basis of a number of financial ratios generally
used by industry and by the rating agencies. The Group is not subject to externally imposed capital requirements.
The Group monitors capital using gearing ratio which is net debt divided by total equity. Net debt comprises of long term and
short term borrowings less cash and cash equivalent. Equity includes equity share capital and reserves that are managed as
capital. The gearing ratio at the end of the reporting period was as follows:
Particulars As At As At
31st March, 2019 31st March, 2018
Total Debt 164404 137406
Cash and Cash Equivalent (2045) (1679)
Net Debt 162359 135727
Equity 121569 107557
Net debt to equity ratio 1.34 1.26
40. Consequent to the introduction of Goods and Service Tax (GST) w.e.f. 1st July, 2017, VAT, Excise Duty etc. have been absorbed in
the GST and accordingly the same is not recognized as part of sales. This has resulted in lower reported sales in the current year
in comparison to the sales reported under the pre-GST structure of indirect taxes. With the change in structure of indirect taxes,
expenses are also being reported net of taxes.
41. Amount in the Financial Statements are presented in ` lakhs except for per share data and as other-wise stated. Previous years
figures have been regrouped/rearranged wherever considered necessary.
As per our report of even date For and on behalf of the Board
164 |
ASAHI INDIA GLASS Limited
(CIN: L26102DL1984PLC019542)
Registered Office: Unit No. 203 to 208, Tribhuwan Complex,
Ishwar Nagar, Mathura Road, New Delhi - 110 065 Phone: (011) 4945 4900
Corporate Office: Global Business Park, Tower-B, 5th Floor,
Mehrauli-Gurugram Road, Gurugram - 122 002
Email: [email protected], Website: www.aisglass.com
Phone: (0124) 4062212-19, Fax: (0124) 4062244/88
Notice
NOTICE is hereby given that the Thirty Fourth Annual General Meeting (AGM) of Members of Asahi India Glass Ltd. will be held on
Tuesday, the 6th day of August, 2019 at 3:00 P.M. at Air Force Auditorium, Subroto Park, New Delhi – 110 010 to transact the following
business:
165
be and is hereby appointed as a Non-executive Director in hereinabove, subject to the applicable overall
the capacity of Independent Director of the Company to ceiling limits prescribed under Schedule V to
hold office for a term of 5 (five) consecutive years.” the Companies Act, 2013 provided that the total
remuneration to be paid to Mr. Sanjay Labroo,
7. To consider, and if thought fit, to pass with or without Managing Director, in the event of absence or
modification(s), the following Resolution as a special inadequacy of profits in any financial year shall
Resolution: not exceed ` 3,50,00,000 (Rupees Three Crore
“ Resolved that pursuant to provisions of Section(s) 196, 197, and Fifty Lakh Only) during any financial year
198 and 203 read with relevant Rules, Schedule V and other during his tenure.
applicable provisions, if any, of the Companies Act 2013 (as
amended from time to time) and any other law prevailing (iii) Provided further that in case of adequacy of
for the time being in force the company hereby approve profits, the Company may pay remuneration
the re-appointment of Mr. Sanjay Labroo (DIN: 00009629) as to Mr. Sanjay Labroo, Managing Director upto
Managing Director, to be designated as Managing Director 5% of net profits of the Company in terms
& Chief Executive Officer for a period of 5 (Five) years w.e.f. of provisions of the Companies Act, 2013
19th February, 2019 on the remuneration and the other and SEBI (Listing Obligations and Disclosure
terms and conditions as recommended by the Nomination Requirements) Regulations, 2015.
& Remuneration Committee and noted hereunder with
the liberty to the Board of Directors thereof to alter or vary (iv)
The Managing Director shall be entitled to
the terms & conditions of the said appointment as per the encashment of leave as per the Rules and
provisions of Schedule V of the Companies Act 2013 or any Regulations of the Company, as applicable.
amendment thereto.
(v) The Managing Director so long as he functions
A. Salary: as such, shall not be paid any sitting fee for
Basic salary of ` 10,50,000/- per month in the scale of pay attending the meetings of the Board of Directors
of ` 10,50,000-52,500-12,60,000 with annual increment or Committees thereof
of ` 52,500/- falling due on 1st April every year.
(vi)
Subject to the applicable provisions of the
B. Commission:
Companies Act, 2013, and Articles of Association
Upto 2.25 per cent commission on net profits of the of the Company, Mr. Sanjay Labroo shall not be
Company in each financial year, subject to the overall subject to retirement by rotation during his tenure
limit as stipulated in Section 197 read with Schedule as Managing Director of the Company.”
V of the Companies Act, 2013 (as amended from time
to time). 8. To consider and if thought fit, to pass with or without
C. Allowances and Perquisites: modification(s), the following Resolution as a Special
Resolution:
In addition to salary and commission, the Managing
Director shall be entitled to allowances and perquisites “Resolved that in accordance with provisions of Section(s)
in terms and accordance with the Management 149, 150, 152, Schedule IV and other applicable provisions of
Regulations of the Company, as applicable and in the Companies Act, 2013, if any, and rules made thereunder
force from time to time. read with Companies (Appointment and Qualification of
Directors) Rules, 2014 and Regulations 16(1)(b) & 17 of
D. Other terms and conditions: SEBI (Listing Obligations and Disclosure Requirements)
(i) The Managing Director shall also be entitled to such Regulations, 2015 (including any statutory modification(s)
other benefits, schemes, privileges and amenities or re-enactment thereof for the time being in force),
including provident fund, superannuation fund, Mr. Rahul Rana (DIN: 00476406), Non-executive Independent
gratuity fund, etc., as are applicable in accordance Director of the Company, who has submitted a declaration
with the Management Regulations of the that he meets the criteria of Independence as provided in
Company in force from time to time. the Act, rules & Regulations made thereunder and who is
eligible for re-appointment, be and is hereby re-appointed
(ii) In the event of absence or inadequacy of profits as an Independent Director of the Company to hold office
in any financial year, the Managing Director shall for second term of 5 (Five) consecutive years w.e.f. 6th August,
be entitled to the remuneration, as mentioned 2019.
166
Resolved further that Mr. Gopal Ganatra, Executive Director,
NOTES:
General Counsel and Company Secretary of the Company A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
1)
be and is hereby authorised to intimate the concerned MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES
regulatory authorities for giving effect to this resolution.” TO ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF
9. To consider and if thought fit, to pass with or without AND SUCH PROXY/ PROXIES NEED NOT BE A MEMBER
modification(s), the following Resolution as a Special OF THE COMPANY. THE INSTRUMENT APPOINTING
Resolution: THE PROXY/ PROXIES SHOULD BE DEPOSITED AT THE
REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED
“Resolved that in accordance with provisions of Section(s)
AND SIGNED, NOT LESS THAN FORTY-EIGHT (48) HOURS
149, 150, 152, Schedule IV and other applicable provisions of
the Companies Act, 2013, if any, and rules made thereunder BEFORE COMMENCEMENT OF THE AGM i.e. BY 3:00 P.M. ON
read with Companies (Appointment and Qualification of 4TH AUGUST, 2019.
Directors) Rules, 2014 and Regulation(s) 16(1)(b) and 17 A person can act as proxy on behalf of Members not
of SEBI (Listing Obligations and Disclosure Requirements) exceeding fifty (50) and holding in the aggregate not
Regulations, 2015 (including any statutory modification(s) more than ten per cent (10%) of the total share capital of
or re-enactment thereof for the time being in force), the Company carrying voting rights. A member holding
Mr. Gurvirendra Singh Talwar (DIN: 00559460), Non-
more than ten per cent (10%), of the total share capital of
executive Independent Director of the Company, who
the Company carrying voting rights may appoint a single
has submitted a declaration that he meets the criteria of
person as proxy and such person shall not act as proxy for
Independence as provided in the Act, rules & Regulations
another person or shareholder.
made thereunder and who is eligible for re-appointment be
and is hereby re-appointed as a Non-executive Independent 2) Information or details pertaining to the Directors proposed
Director of the Company to hold office for second term of 5 to be appointed or re-appointed pursuant to Regulation
(five) consecutive years w.e.f. 6th August 2019. 36(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
Resolved further that Mr. Gopal Ganatra, Executive
2015 and Secretarial Standard-2 issued by the Institute of
Director, General Counsel and Company Secretary of the Company Secretaries of India at Item Nos. 3 and 4 of the
Company be and is hereby authorised to intimate the Ordinary Business and Item Nos. 6 to 10 of Special Business
concerned regulatory authorities for giving effect to this are provided as Annexure - 1 to this Notice.
resolution.”
3) Explanatory Statement in respect of Special Business, as
10. To consider and if thought fit, to pass with or without
required under Section 102 of the Companies Act, 2013 is
modification(s), the following Resolution as a Special
enclosed as ‘Annexure’ to this Notice.
Resolution:
“Resolved that pursuant to the provisions of Regulation 4)
The Company has notified closure of Register of
17(1A) of SEBI (Listing Obligations and Disclosure Members and Share Transfer Books from 31st July, 2019 to
Requirements) Regulations, 2015 and other applicable 6th August, 2019 (both days inclusive) for the purpose
provisions if any, of the Companies Act, 2013 (including
of payment of dividend for the financial year ended
any amendment, modification, variation or re-enactment
31st March, 2019 and the Annual General Meeting.
thereof for the time being in force) and pursuant to the
recommendation of the Board of Directors, approval of 5) The Dividend on Equity Shares, if declared at the Annual
members of the Company be and is hereby accorded General Meeting, will be paid within a period of 30 days
for continuation of Mr. Gurvirendra Singh Talwar from the date of declaration to those Members whose
(DIN: 00559460), as a Non-executive Independent names appear on the Company’s register of members, after
Director of the Company, after attaining age of 75 years
giving effect to all valid share transfers in physical form
during his second term with the Company.”
lodged with Link Intime India Private Limited, Registrar
and Share Transfer Agent of the Company on or before
By order of the Board
30th July, 2019; and whose names appear in the list
Gopal Ganatra of beneficial owners on 30th July, 2019 furnished by
Executive Director National Securities Depository Limited (NSDL) and Central
Dated: 22nd May, 2019 General Counsel & Company Secretary Depository Services (India) Limited (CDSL) for this purpose.
Place: Gurugram Membership No.: F7090 The dividend will be paid on or after 12th August, 2019.
167
6)
Pursuant to applicable provisions of the Companies 9) Members are requested to produce the enclosed attendance
Act, 2013 read with the Investor Education and Protection slip, duly signed as per the specimen signature recorded with the
Fund Authority (Accounting, Audit, Transfer and Refund) Company, for admission to the meeting hall. Members holding
Rules, 2016 (hereinafter referred to as“IEPF Rules”), (including shares in dematerialized form are requested to bring their
any statutory modification(s) and or re-enactment(s) DP-ID and Client-ID numbers for easier identification for
thereof for the time being in force), the amount of dividend attendance at the meeting.
remaining unpaid or unclaimed for a period of 7 (seven)
years are required to be transferred by the Company to the 10)
Relevant documents referred to in the accompanying
IEPF established by the Central Government. Notice, Register of Directors and Key Managerial
Personnel and Register of Contracts or Arrangements in
Further, according to the said IEPF Rules, shares in respect of which Directors are Interested are open and available for
which dividend has not been claimed by the shareholders inspection at the Registered Office and Corporate Office
for 7 (seven) consecutive years or more shall also be of the Company during the business hours on all working
transferred to the demat account of the IEPF Authority days, except Saturdays, up to the date of 34th Annual
General Meeting of the Company.
The dividend amount and shares transferred to the IEPF
11)
Members desirous of getting any information on the
can be claimed by the concerned members from the IEPF
accounts or operations of the Company are requested
Authority after complying with the procedure prescribed
to forward their queries to the Company at least seven
under the IEPF Rules. The details of the unclaimed
working days prior to the meeting, so that the required
dividends are also available on the Company’s website at
information can be made available at the meeting.
www.aisglass.com and the said details have also been
uploaded on the website of the IEPF Authority and the
12) Members are requested to immediately notify any change
same can be accessed through the Link (www.iepf.gov.in) in their address either to the Company or its Registrar
& Share Transfer Agents. In case the shares are held in
7)
The Securities and Exchange Board of India (SEBI)
dematerialized form, this information should be sent by
has mandated the submission of Permanent Account
the Members to their respective Depository Participants.
Number (PAN) by every participant in securities market.
Members are requested to quote their folio numbers/
Members holding shares in electronic form are, therefore,
DP-ID and Client-ID numbers in their correspondence with
requested to submit their PAN to their Depository
the Company.
Participants with whom they are maintaining their
demat accounts. Members holding shares in physical
13)
In terms of the provisions of the Companies Act,
form can submit their PAN to the Company/ Registrar &
2013, facility for making nominations is available to
Share Transfer Agents.
individual Members of the Company. Members holding
8)
SEBI has vide amended Regulation 40 of Listing shares in physical form can make their nomination in
Regulations mandated that from 1st April, 2019, onwards the specified Nomination Form which can be obtained
securities can be transferred only in dematerialized from the Company or its Registrar & Share Transfer
form. However, members may continue holding shares Agents. Members holding shares in dematerialized
form should approach their depository participants for
in physical form. Transfer of securities in demat form will
nomination.
facilitate convenience and ensure safety of transactions
for investors.
14) In case of change in residential status of Non-Resident
Members holding shares in physical form are requested to Indian Shareholders, the same should be immediately
convert their holding(s) to dematerialized form to eliminate informed to the Registrar & Share Transfer Agents of the
all risks associated with physical shares. Company along with particulars of their bank account
maintained in India with complete name, branch, account
SEBI has also clarified that the share transfer deed(s) once type, account number and address of the bank.
lodged prior to 31st March, 2019 and returned due to
deficiency in documents submitted, may be re-lodged for 15) Corporate Members, intending to send their authorised
transfer. representative(s) to attend the Meeting are requested
168
to send a duly certified copy of the Board Resolution Board of India (Listing Obligations and Disclosure
together with the specimen signature(s) authorizing their Requirements) Regulations, 2015 and Secretarial
representative(s) to attend and vote at the Annual General Standard on General Meetings (SS2) issued by
Meeting. the Institute of Company Secretaries of India, the
Company is pleased to provide Members facility
16) In case of joint holders attending the Meeting, only such to exercise their right to vote on resolutions
joint holder who is higher in the order of names will be proposed to be considered at the 34th Annual
entitled to vote. General meeting (AGM) by electronic means. The
facility of casting the votes by the members using
17) As a matter of economy, copies of the Annual Report will an electronic voting system from a place other
not be distributed at the venue of the Annual General than venue of the AGM (“remote e-voting”) will
Meeting. Members are, therefore, requested to bring their be provided by Central Depository Services (India)
copy of the Annual Report to the meeting. Limited.
18) Members are requested to get registered their e-mail IDs II.
The facility for voting through ballot paper shall
with the Company or the Registrar and Share Transfer also be made available at the AGM and Members
Agent for further communication by sending their request attending the meeting who have not cast their vote
to [email protected] or rnt.helpdesk@ by remote e-voting shall be able to exercise their right
linkintime.co.in respectively. at the meeting through ballot paper.
19)
Attendance slip, proxy form and route map showing III. The Members who have cast their vote by remote
directions to reach the venue of the 34th Annual General e-voting prior to the AGM may also attend the AGM
Meeting is given at the end of this Notice. but shall not be entitled to cast their vote again.
20) Pursuant to Section 139 of the Companies Act, 2013 (the IV. Procedure to cast vote electronically is as under:
Act), appointment of the auditor M/s VSSA & Associates,
Chartered Accountants was made by the members (i) The shareholders should log on to the e-voting
in their Annual General Meeting (“AGM”) held on website www.evotingindia.com.
10th August, 2017 for a period of 5 (five) consecutive years
i.e. from the conclusion of 32nd AGM till the conclusion of (ii) Click on Shareholders/ Members.
37th AGM, subject to the ratification at every AGM.
However, in view of the notification dated 7th May, 2018 (iii) Now Enter your User ID
issued by the Ministry of Corporate Affairs, requirement
for ratification of appointment of auditor has been a. For CDSL: 16 digits beneficiary ID,
abandoned.
b. For NSDL: 8 Character DP ID followed by 8
21) Members may also note that the Notice of 34th Annual Digits Client ID,
General Meeting, Attendance Slip, Proxy Form, Route Map
and the Annual Report for 2018-19 are available on the c. Members holding shares in Physical Form
Company’s website i.e. www.aisglass.com and on CDSL should enter Folio Number registered with
website www.evotingindia.com for download. the Company.
22) Voting through electronic means (iv) Next enter the Image Verification as displayed
I. Pursuant to the provisions of Section 108 of the and Click on Login.
Companies Act, 2013, Rule 20 of the Companies
(Management and Administration) Rules, 2014 (v) If you are holding shares in demat form and had
read with the Companies (Management and logged on to www.evotingindia.com and voted
Administration) Amendment Rules, 2015 and on an earlier voting of any company, then your
Regulation 44 of the Securities and Exchange existing password is to be used.
169
(vi) If you are a first time user, follow the steps given below:
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat
shareholders as well as physical shareholders)
• M
embers who have not updated their PAN with the Company/ Depository Participant are requested to
use the sequence number which is printed on Postal Ballot/ Attendance Slip indicated in the PAN field.
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account
Details OR Date of or in the company records for the said demat account or folio.
Birth (DOB) • If both the details are not recorded with the depository or company please enter the member id/ folio
number in the Dividend Bank details field as mentioned in instruction (iii).
(vii) After entering these details appropriately, click vote, click on “CANCEL” and accordingly modify
on “SUBMIT” tab. your vote.
(viii) Members holding shares in physical form will (xiv) Once you “CONFIRM” your vote on the resolution,
then directly reach the Company selection you will not be allowed to modify your vote.
screen. However, members holding shares in
demat form will now reach ‘Password Creation’ (xv) You can also take a print of the votes cast by
menu wherein they are required to mandatorily clicking on “Click here to print” option on the page.
enter their login password in the new password
field. Kindly note that this password is to be (xvi)
If Demat account holder has forgotten the
also used by the demat holders for voting changed login password then enter the User
for resolutions of any other company on ID and the image verification code and click
which they are eligible to vote, provided that on Forgot Password & enter the details as
company opts for e-voting through CDSL prompted by the system.
platform. It is strongly recommended not to
share your password with any other person (xvii)
Shareholders can also cast their vote using
and take utmost care to keep your password CDSL’s mobile app m-Voting available for
confidential. android based mobiles. The m-Voting app can
be downloaded from Google Play Store. Apple
(ix) For Members holding shares in physical form, and Windows phone users can download the
the details can be used only for e-voting on the app from the App Store and the Windows Phone
resolutions contained in this Notice. Store respectively. Please follow the instructions
as prompted by the mobile app while voting on
(x) Click on the EVSN of Asahi India Glass Ltd.
your mobile.
(xi) On the voting page, you will see “RESOLUTION
DESCRIPTION” and against the same the option (xviii)
Note for Non – Individual Shareholders and
“YES/NO” for voting. Select the option YES or Custodians.
NO as desired. The option YES implies that you
• on-Individual shareholders (i.e. other
N
assent to the Resolution and option NO implies
than Individuals, HUF, NRI etc.) and
that you dissent to the Resolution.
Custodian are required to log on to
(xii) Click on the “RESOLUTIONS FILE LINK” if you wish www.evotingindia.com and register
to view the entire Resolution details. themselves as Corporates.
(xiii) After selecting the resolution you have decided • scanned copy of the Registration Form
A
to vote on, click on “SUBMIT”. A confirmation bearing the stamp and sign of the entity
should be emailed to helpdesk.evoting@
box will be displayed. If you wish to confirm
cdslindia.com.
your vote, click on “OK”, else to change your
170
• fter receiving the login details a
A e-voting manual available at www.evotingindia.com under
compliance user should be created “help” section or write an email to helpdesk.evoting@
using the admin login and password. cdslindia.com.
The Compliance user would be able to
D. The voting rights of shareholders shall be in proportion
link the account(s) for which they wish to
to their shares of the paid up equity share capital of the
vote on.
Company as on the cut-off date i.e. Tuesday, 30th July, 2019.
• T he list of accounts linked in the login should
E.
Members may send e-mail at investorrelations@aisglass.
be mailed to helpdesk.evoting@cdslindia.
com for any grievances connected with electronic means
com and on approval of the accounts they
to Mr. Shirish Saha, Investor Relations.
would be able to cast their vote.
F.
The Company has appointed Mr. Sundeep Kumar
• scanned copy of the Board Resolution and
A
Parashar, proprietor of SKP & Co., Company Secretaries,
Power of Attorney (POA) which they have
Membership No. 6136 and Certificate of Practice No. 6575
issued in favour of the Custodian, if any,
as the Scrutinizer who will conduct the remote e-voting
should be uploaded in PDF format in the
process and poll at the annual general meeting in a fair and
system for the scrutinizer to verify the same.
transparent manner.
A.
The remote e-voting period begins on Friday,
2nd August, 2019 at 9:00 a.m. and ends on Monday, G. The Scrutinizer shall, immediately after the conclusion
5th August, 2019 at 5:00 p.m. and at the end of Remote of voting at the general meeting, first count the votes
e-voting period , the facility shall forthwith be blocked. cast at the meeting, thereafter unblock the votes cast
During this period shareholders of the Company, holding through remote e-voting in the presence of at least two
shares either in physical form or in dematerialized witnesses not in the employment of the Company and
form, as on the cut-off date (record date) of Tuesday, make a Scrutinizer’s Report of the total votes cast in
30th July, 2019 may cast their vote electronically. At the end favour or against, if any, forthwith to the Chairman or a
of remote e-voting period, the e-voting module shall be person authorized by him in writing who shall counter
disabled by CDSL for voting thereafter. Once the vote on a sign the same and declare the result of the voting
resolution is cast by the Member, the Member shall not be forthwith.
allowed to change it subsequently.
H. As per the provisions of Regulation 44(3) of the Securities
B. Any person, who acquires shares of the Company and and Exchange Board of India (Listing Obligations
become Member of the Company after dispatch of the and Disclosure Requirements) Regulations, 2015, the
Notice and holding shares as on the cut-off date i.e. results of the e-voting are to be submitted to the Stock
Tuesday, 30th July, 2019 may follow the same instructions Exchange(s) within 48 hours of the conclusion of the
as mentioned above for e-Voting. AGM. The results declared along with Scrutinizer’s
C. In case you have any queries or issues regarding e-voting, Report shall be placed on the Company’s website
you may refer the Frequently Asked Questions (“FAQs”) and www.aisglass.com.
171
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 5 The Company has also received declaration from Mr. Yoji Taguchi
The Board of Directors at its meeting held on 22 May, 2019,
nd that he meets the criteria of independence as prescribed both under
on the recommendation of Audit Committee, approved the Section 149(6) of the Act and under the Securities and Exchange
appointment of M/s. Ajay Ahuja & Associates, Cost Accountants, Board of India (Listing Obligation and Disclosure Requirements)
(Firm Registration No. 101142) as the Cost Auditor for audit of Regulations, 2015 (“Listing Regulations”).
the cost accounting records of the Company for the financial
year ending 31st March, 2020, at a remuneration of ` 1,50,000/- Copy of the draft letter of appointment of Mr. Yoji Taguchi setting out
(Rupees One Lakh Fifty Thousand Only). the terms and condition of appointment is available for inspection
by the Members at the registered office of the Company.
In terms of the provisions of Section 148(3) of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014 Mr. Yoji Taguchi is not disqualified from being appointed as a
and Companies (Cost Records and Audit) Rules, 2014 (including Director in terms of Companies Act, 2013 and has consented to act
any statutory modification(s) or re-enactment(s) thereof for the as Director of the Company. The Board considers it desirable to avail
time being in force), the remuneration payable to Cost Auditor the expertise and guidance of Mr. Yoji Taguchi on the Board.
is required to be ratified by the shareholders of the Company.
Mr. Yoji Taguchi is interested in the Resolution set out at item no. 6
Accordingly, consent of the Members is sought for approving of the Notice with regard to his appointment and his relatives are
the Ordinary Resolution for ratification of remuneration payable deemed to be interested in the Resolution to the extent of their
to Cost Auditor for conducting the audit of cost records of the shareholding interest, if any, in the Company.
Company for the financial year ending 31st March, 2020. The
Board recommends passing of Resolution at Item No 5.
Save and except as above, none of the other Directors, Key
Managerial Personnel or their relatives are concerned or interested
None of the Directors, Key Managerial Personnel or their relatives
in the said Resolution.
are concerned or interested in the proposed Ordinary Resolution
as set out at Item No. 5 of this Notice.
The Board recommends the Ordinary Resolution set out at item no.
6 of the Notice for approval by the Members.
Item No. 6
The Board of Directors of the Company at its Meeting held on
Item No. 7:
22nd May, 2019, appointed Mr. Yoji Taguchi as an Additional
Director, in the capacity of Non-executive Independent Director, The existing tenure of Mr. Sanjay Labroo, Managing Director &
in accordance with the provisions of Section 161 of the Companies C.E.O. expired on 18th February, 2019. The Board of Directors of the
Act, 2013 read with Companies (Appointment and Qualification of Company at their meeting held on 12th February, 2019 approved
Directors) Rules, 2014 and Article 73 of the Articles of Association of re-appointment of Mr. Sanjay Labroo as the Managing Director
the Company with effect from 22nd May, 2019 to hold office up to subject to the approval of the Members of the Company and
the date of this Annual General Meeting. approval of Central Government, if required, to be designated as
Managing Director & C.E.O. of the Company for another term of
The details/ information pursuant to Regulation 36(3) of Securities 5 (five) years w.e.f. 19th February, 2019 on the remuneration and
and Exchange Board of India (Listing Obligations and Disclosure other terms and conditions as recommended by the Nomination
Requirements) Regulations, 2015 and Secretarial Standard-2 with and Remuneration Committee.
respect to appointment of Director is detailed below in Annexure-1.
The details/ information pursuant to Regulation 36(3) of
The Company has received a notice in writing from a Member under Securities and Exchange Board of India (Listing Obligations and
Section 160 of the Companies Act, 2013 signifying his intention Disclosure Requirements) Regulations, 2015 and Secretarial
to propose the appointment of Mr. Yoji Taguchi as Director of the Standard-2 with respect to appointment of Director is detailed
Company. in Annexure-1 to this notice.
172
The Company has received a notice in writing from a Member The Company has also received declaration from
under Section 160 of the Companies Act, 2013 signifying his Mr. Rahul Rana that he meets the criteria of independence
intention to propose the appointment of Mr. Sanjay Labroo as as prescribed both under Section 149(6) of the Act and under
Director of the Company. the Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulations, 2015 (“Listing
Copy of the draft letter of appointment of Mr. Sanjay Labroo Regulations”). Further, he is not disqualified from being
setting out the terms and condition of appointment is available for appointed as a Director in terms of Companies Act, 2013.
inspection by the Members at the registered office of the Company.
Based on the outcome of performance evaluation of the
Mr. Sanjay Labroo is not disqualified from being appointed as a Independent Directors, on the recommendation of the
Director in terms of Companies Act, 2013 and has consented to Nomination and remuneration Committee, the Board of
act as Director of the Company. The Board considers it desirable to Directors of the Company at their meeting held on 22nd May,
avail the expertise and guidance of Mr. Sanjay Labroo on the Board. 2019 have approved the reappointment of Mr. Rahul Rana for
the second term as provided in the resolution
Mr. Sanjay Labroo and Mr. B. M. Labroo are interested in the
Resolution set out at item no. 7 of the Notice with regard to Except Mr. Rahul Rana and his relatives, none of the Directors
his appointment and his relatives are deemed to be interested or Key Managerial Personnel (KMP) or relatives of Directors and
in the Resolution to the extent of their shareholding interest, KMP of the Company are concerned with or interested in the
if any, in the Company. Save and except as above, none of the proposed Resolution as set out at Item No. 8 of this Notice.
other Directors, Key Managerial Personnel or their relatives are
concerned or interested in the said Resolution. The Board recommends the Special Resolution set forth in Item
No. 8 of the Notice for approval of the Members.
The Board recommends the special Resolution set out at item
no. 7 of the Notice for approval by the Members. Item No. 9:
Mr. Gurvirendra Singh Talwar, aged 71 years, is an Independent
Item No. 8
Director and has been on our Board since 20th December, 2012.
Mr. Rahul Rana, aged 55 years, is an Independent Director. He He holds a Bachelor of Arts (Honors) degree in economics from
has been on our Board since 30th December, 2005. He holds a St. Stephen’s College, University of Delhi. Mr. Talwar is the
Masters degree in business administration from the University founding Chairman and Managing Partner of Sabre Capital
of Illinois at Urbana Champaign, the United States of America Worldwide, a private equity and investment company focused on
and a Bachelors degree in finance from Shri Ram College of financial services. Mr. Talwar commenced his career with Citibank
Commerce, University of Delhi. He was the Managing Director of in India and was responsible for building and leading Citibank’s
Deutsche Bank, Singapore and has vast experience in corporate retail businesses across all countries in Asia-Pacific and the Middle
finance, business planning and management. East, and subsequently for managing Citibank’s businesses in
Europe and North America. He was appointed as an Executive
The Company has received a notice from a Member under
Vice President of Citibank and Citigroup and was a Member of
Section 160 of the Companies Act, 2013 signifying his intention
the Policy and Executive Committees of Citigroup and Citibank.
to propose the appointment of Mr. Rahul Rana as Director of the
Mr. Talwar left Citigroup to join Standard Chartered Plc, where he
Company. Mr. Rahul Rana has consented to act as Director. The
was appointed as Global Chief Executive. He is the first Asian to
Board considers it desirable to avail the expertise and guidance
have appointed Global Chief Executive of FTSE 15 Company and
of Mr. Rahul Rana on the Board as an Independent Director.
of a major international bank. Mr. Talwar was previously Chairman
Copy of the draft letter of appointment of Mr. Rahul Rana of Centurion Bank of Punjab Limited in India. He is a Non-executive
setting out the terms and condition of appointment is available Director of DLF Limited. He has also served on the global boards
for inspection by the Members at the registered office of the of Pearson Plc, Schlumberger Limited and Fortis SV and NA. He is
Company. the founding Governor of the Indian School of Business, a former
Governor of the London Business School and is Patron of the
The details/ information pursuant to Regulation 36(3) of National Society for Prevention of Cruelty to Children.
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Secretarial The Company has received a notice from a Member under Section
Standard-2 with respect to appointment of Director is detailed 160 of the Companies Act, 2013 signifying his intention to propose
in Annexure-1 to this notice. the appointment of Mr. Gurvirendra Singh Talwar as Director of
173
the Company. Mr. Gurvirendra Singh Talwar has consented to act The Board recommends the Special Resolution set forth in Item
as Director. The Board considers it desirable to avail the expertise No. 9 of the Notice for approval of the Members.
and guidance on the Board as an Independent Director.
Item No. 10:
Copy of the draft letter of appointment of Mr. Talwar setting out In terms of Securities and Exchange Board of India (Listing
the terms and condition of appointment is available for inspection Obligations and Disclosure Requirements) (Amendment)
by the Members at the registered office of the Company. Regulations, 2018, appointment or continuation of a Non-
executive Director after attaining age of 75 years consent of the
The details/ information pursuant to Regulation 36(3) of Securities Members by way of a Special Resolution is required for continuation
and Exchange Board of India (Listing Obligations and Disclosure of tenure of Mr. Gurvirender Singh Talwar, Non-executive
Requirements) Regulations, 2015 and Secretarial Standard-2 with Director designated as “Independent Director”, who shall attain
respect to appointment of Director is detailed in Annexure-1 to 75 years of age during his proposed second term.
this notice.
Considering the rich experience, expertise and valuable
The Company has also received declaration from Mr. Gurvirendra
contribution of Mr. Gurvirender Singh Talwar towards the
Singh Talwar that he meets the criteria of independence as
Company, pursuant to recommendations of the Nomination
prescribed both under Section 149(6) of the Act and under
and Remuneration Committee and Board of Directors at
the Securities and Exchange Board of India (Listing Obligation
their meetings held on 17th May, 2019 and 22nd May, 2019
and Disclosure Requirements) Regulations, 2015 (“Listing
respectively, consent of the Members, by way of Special
Regulations”). Further, he is not disqualified from being appointed
Resolution, is sought in compliance with Regulation 17 (1A) of
as a Director in terms of Companies Act, 2013.
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, for continuation
Based on the outcome of performance evaluation of the
of tenure of Mr. Talwar as Non-executive Independent Director
Independent Directors, on the recommendation of the
of the Company beyond 22nd March, 2023.
Nomination and remuneration Committee, the Board of Directors
of the Company at their meeting held on 22nd May, 2019, have
T he Board recommends the Special Resolution set forth at Item
approved the reappointment of Mr. Gurvirendra Singh Talwar for
no. 10 for the approval of Members.
the second term as provided in the resolution
one of the Directors or Key Managerial Personnel of the
N
Except Mr. Gurvirendra Singh Talwar and his relatives, none of
Company and their relatives, are concerned or interested, in this
the Directors or Key Managerial Personnel (KMP) or relatives
item.
of Directors and KMP of the Company are concerned with or
interested in the proposed Resolution as set out in Item No. 9 of
this Notice.
174
ANNEXURE - 1
DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING
(Pursuant to Regulation 36 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2)
Name of the Dr. Satoshi Ishizuka Mr. B. M. Labroo Mr. Yoji Taguchi Mr. Sanjay Labroo Mr. Rahul Mr. Gurvirendra
Director Rana Singh Talwar
Director 07692846 00040433 01892369 00009629 00476406 00559460
Identification
Number
Date of joining 15/02/2017 03/12/1985 22/05/2019 22/08/1989 30/12/2005 20/12/2012
the Board
Profile of Director Dr. Satoshi Ishizuka, Mr. B. M. Labroo, aged Mr. Yoji Taguchi, Mr. Sanjay Labroo, As given in As given in
61, is currently the 88 years, is the Non- aged 54 years, being the promoter Explanatory Explanatory
Sr. Advisor (QA) of executive Director is a Commerce entrepreneur, has Statement for Statement for Item
Maruti Suzuki India and Chairman and Graduate from been instrumental in Item No. 8 No. 9
Limited and has one of the Promoters Seinan Gakuin converting AIS from a
Doctorate in Material of our Company. University, one plant – one customer
Engineering, Nagoya As Chairman of our Japan and has Company in 1987 to
University, Japan. He Board, he advises been working the largest integrated
has more than 35 us on all strategic with Mitsubishi glass company of India.
years of experience matters relating to Corporation, Mr. Labroo has been
in automotive existing and future Japan. He has holding the position of
industry in the field business of our over 31 years of the Managing Director
of Raw Material Company. He has experience and & C.E.O of the Company
Development, been on our Board has been working since 1990. Mr. Labroo
Evaluation and since 3rd December, with Mitsubishi is a Member on the
Failure Analysis. He 1985. He holds Corporation, Japan Board of various other
joined MSIL in 2014 a Master of Arts since April, 1985. Companies and also
as a part of Raw degree in Political Mr. Taguchi is served as a Director
Material Capability Science from Punjab currently Chairman on the Central Board
Up-gradation of QA University. He has & Managing of the Reserve Bank of
team. vast experience in Director, Mitsubishi India. Mr. Labroo is also
marketing, finance Corporation India associated with various
and corporate Private Limited. Chambers of Commerce
governance. and Trade Organisations.
Mr. Labroo is on the Mr. Labroo is the Member
board of Directors of of OEM Committee
various companies, of Auto Components
which include such Manufacturers’
as Shield Autoglass Association and Member
Limited and Samir of Architectural Glass
Paging Systems Panel (AGP) of All India
Limited. Glass Manufactures
Federation.
Terms and Appointed as a Appointed as a Appointed for a Appointed for a period Appointed for Appointed for
conditions of Director liable to Director liable to retire period of 5 years of 5 (five) years w.e.f. a period of a period of
appointment retire by rotation by rotation 19th February, 2019 5 (five) years 5 (five) years
Expert in specific Material Engineering Strategic Planning Corporate Finance, Corporate Corporate Finance,
Functional Area Strategy and Finance, Business Strategy and
Management Planning and Management
Management
175
Name of the Dr. Satoshi Ishizuka Mr. B. M. Labroo Mr. Yoji Taguchi Mr. Sanjay Labroo Mr. Rahul Mr. Gurvirendra
Director Rana Singh Talwar
Chairmanships/ 1. FMI Automotive 1. Maltex Malsters Ltd. 1. Mitsubishi 1. LAN Estates Pvt. Ltd. Nil 1. DLF Limited -
Directorships of Components Private 2. Samir Paging Elevator India 2. AIS Glass Solutions Ltd. Director
other Companies Limited Systems Ltd Private Limited 3. AIS Distribution 2. Great Eastern
(excluding 3. North West 2. Mitsubishi Services Ltd. Energy Corporation
Foreign Distilleries Pvt. Ltd. Corporation India 4. Ballarpur Industries Ltd. – Director
Companies 4. Shield Autoglass Private Limited Ltd. 3. Udyan Housing
and Section 8 Ltd. 5. R. S. Estates Pvt. Ltd. and Development
Companies)* 5. Allied Fincap 6. Krishna Maruti Ltd. Company
Services Pvt. Ltd. 7. Timex Group Precision 4. Madhukar
Engineering Ltd. Housing and
8. Mahindra First Choice Development
Wheels Ltd. Company
9. Shield Autoglass Ltd. 5. Power Housing
10. SKH Metals Ltd. and Developers
11. Essel Marketing Pvt. Private Limited
Ltd. 6. Sabre Investment
12. Allied Fincap Services Advisor India
Pvt. Ltd. Private Limited
13. Tahiliani Design Pvt. 7. Desent
Ltd. Promoters &
Developers Private
Limited
8. Sketch
Promoters and
Developers Private
Limited
9. Sambhav
Housing and
Development
Company
10. Antriksh
Properties Private
Limited
Chairmanships/ Nil Nil Nil 1. Krishna Maruti Nil Nil
Memberships Ltd., Member – Audit
of Committees of Committee
other Public 2. SKH Metals Ltd.,
Companies Chairman – Audit
(includes only Committee
Audit Committee 3. Timex Group
and Stakeholders Precision Engineering
Relationship Ltd., Member - Audit
Committee) Committee
No. of shares held Nil 1,37,83,920 Nil 1,57,88,241 15,200 Nil
in the Company
Number of 4 out of 4 4 out of 4 N.A. 4 out of 4 2 out of 4 2 out of 4
Board Meetings
attended during
the year
Relationship with None Father of Mr. Sanjay None Son of Mr. B. M. Labroo, None None
other Directors Labroo, Managing Chairman.
Director & C.E.O.
176
Name of the Dr. Satoshi Ishizuka Mr. B. M. Labroo Mr. Yoji Taguchi Mr. Sanjay Labroo Mr. Rahul Mr. Gurvirendra
Director Rana Singh Talwar
Details of Last drawn Last drawn N. A. Last drawn remuneration Last drawn Last drawn
last drawn remuneration is remuneration is is given in Corporate remuneration remuneration is
Remuneration given in Corporate given in Corporate Governance section of is given in given in Corporate
Governance section Governance section Annual Report. Corporate Governance
of Annual Report. of Annual Report. Governance section of Annual
section of Report.
Annual Report.
Remuneration Apart from sitting Apart from sitting Apart from sitting Terms of remuneration Apart from Apart from sitting
fee for attending fee for attending fee for attending are given in text of sitting fee for fee for attending
the meetings of the meetings of the meetings of Resolution at Item No. 7 attending the meetings of
Board of Directors Board of Directors Board of Directors the meetings Board of Directors
and Committees and Committees and Committees of Board of and Committees
thereof, he may thereof, he may thereof, he may Directors and thereof, he may
also be entitled to also be entitled to also be entitled Committees also be entitled
Commission on net Commission on net to Commission thereof, he may to Commission
profits, as approved profits, as approved on net profits, also be entitled on net profits,
by the Shareholders by the Shareholders as approved by to Commission as approved by
within the limits as within the limits as set the Shareholders on net profits, the Shareholders
set out in Companies out in Companies Act, within the limits as approved within the limits
Act, 2013. 2013. as set out in by the as set out in
Companies Act, Shareholders Companies Act,
2013. within the 2013.
limits as set out
in Companies
Act, 2013.
*Directorship and Committee Membership(s) in Asahi India Glass Limited is not included in the aforesaid disclosure. Membership(s)
and Chairmanship(s) of Audit Committee and Stakeholders’ Relationship Committee of only Public Companies have been included in
the aforesaid table.
Gopal Ganatra
Executive Director
Dated: 22nd May, 2019 General Counsel & Company Secretary
Place: Gurugram Membership No.: F7090
177
ASAHI INDIA GLASS LIMITED ATTENDANCE SLIP
(CIN: L26102DL1984PLC019542)
Registered Office: Unit No. 203 to 208, Tribhuwan Complex,
Ishwar Nagar, Mathura Road, New Delhi - 110 065 Phone: (011) 4945 4900
Corporate Office: Global Business Park, Tower-B, 5th Floor,
Mehrauli-Gurugram Road, Gurugram - 122 002
Email: [email protected], Website: www.aisglass.com
Phone: (0124) 4062212-19, Fax: (0124) 4062244/88
Please fill in this attendance slip and hand it over at the entrance of the meeting hall. Joint holders may obtain additional attendance slips.
#DP ID No. ___________________ Folio No. ___________________
#Client ID No. ___________________ No. of Shares held ___________________
I hereby record my presence at the THIRTY FOuRTH ANNUAL GENERAL MEETING of the Company held on Tuesday, the 6th day of August, 2019 at
3:00 p.m. at Air Force Auditorium, Subroto Park, New Delhi – 110 010.
___________________________
#Applicable for Members holding shares in Dematerialised form. Signature of the Member/ Proxy
PROXY FORM
[Pursuant to section 105(6) of the
Companies Act, 2013 and rule 19(3)
ASAHI INDIA GLASS LIMITED of the Companies (Management
(CIN: L26102DL1984PLC019542) and Administration) Rules, 2014]
Registered Office: Unit No. 203 to 208, Tribhuwan Complex,
Ishwar Nagar, Mathura Road, New Delhi - 110 065 Phone: (011) 4945 4900
Corporate Office: Global Business Park, Tower-B, 5th Floor,
Mehrauli-Gurugram Road, Gurugram - 122 002
Email: [email protected], Website: www.aisglass.com
Phone: (0124) 4062212-19, Fax: (0124) 4062244/88
Affix
Revenue
Stamp
__________________________ __________________________ __________________________
Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder
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.
Asahi India Glass Limited
Member’s Response Form 2018-2019
Name:
E-Mail ID:
Address:
Folio No.: No. of equity shares held:
I hereby authorise the Company to send all correspondence to me [statutory or otherwise] including the Annual Report [comprising of Balance Sheet,
Profit & Loss Account, Auditors’ Report, Directors’ Report, notices of General Meetings and Explanatory Statement, etc.] through e-mail, as per the
e-mail address mentioned above, till such further notice from me.
______________________
Signature of Member
Notes :
2 )
Members holding shares in dematerialised form may kindly update their e-mail address with their respective Depository
Participants (DPs).
Shareholder’s Referencer At a Glance
1) Status of Preference Shares
Alternatively, shareholders can also call our dedicated
The 10% Non-Convertible Cumulative Redeemable Shareholder Grievance Officer - Mr. Shirish Saha at
Preference Shares’ were issued in accordance with the order 0124- 406 2212-19 or e-mail at – [email protected].
of the High Courts of Delhi and Bombay, post-merger of
Floatglass India Limited (FGl) with AIS in September, 2003. 4. Nomination Facility
These preference shares were to be redeemed at their face Section 72 of the Companies Act, 2013 provides the
value after 12 months from the date of issue. Accordingly, facility of nomination to the shareholders. This facility is
these preference shares were redeemed on 23.09.2004 at mainly useful for individuals holding shares in sole name,
face value (` 10/- per share). especially those who are holding shares in sole name are
advised to avail the nomination facility by submitting the
Hence, the preference shares stand cancelled post prescribed Form SH-13. A copy of sample form is available
redemption as above and cannot be traded, transferred under the Investor Relations section of the Company’s
or dematerialized. Members who have these preference website - www.aisglass.com.
shares in their custody are requested to check their
redemption payment status with their banks. However, if shares are held in dematerialized form,
nomination has to be registered with concerned DP
2) Status of Equity Shares of Floatglass India Ltd.
directly, as per the format prescribed by the DP.
Floatglass India Ltd. (FGI) has merged with Asahi India Glass
Ltd. (AIS) in the year 2003, in accordance with the order of 5) Duplicate Shares
the High Courts of Delhi and Bombay.
The loss of share certificate(s) should be reported
The following scheme was approved by the Hon’ble High immediately to AIS along with certificate nos./ folio no.
Courts - and distinctive nos. to mark a precautionary stop transfer
of such shares in the system. The request for issue of
Every 8 (eight) shares of FGI to be exchanged for 3 (three) duplicate share certificate(s) should be sent to our RTA in
Equity shares of AIS of Re 1/- each fully paid up, and 4 (four), the prescribed manner. For legal/formal procedure with
10% cumulative preference shares of ` 10 /- each. The regard to the same, please write to our RTA.
original share certificates of AIS (both equity & preference)
were dispatched to all eligible shareholders of FGI without 6. Transfer of Equity Shares
calling back the original FGI share certificates as per the
Equity shares of AIS are freely transferable. All transfer
direction of the High Court.
requests should be sent on a duly executed Transfer Deed
Post-merger, FGI shares cannot be traded, transferred or in prescribed SH - 4 affixing appropriate stamp duty along
dematerialized. In case of any further query shareholders with the original share certificates. Such transfers are
may write to the Company/ RTA. affected well within the statutory time limits.
3) Shareholder Grievances & its handling mechanism However, SEBI vide its circular dated 20th May, 2009 has
AIS has a dedicated ’Shareholder Grievance Cell’ (Mumbai) stated that the transferee (s) has to furnish a copy of PAN
and all shareholder queries are resolved promptly. card to the Company/ RTA for registration of such transfer
Shareholders are requested to contact the following to get of shares. Hence Members are requested to attach a copy of
their issues resolved promptly - PAN card to effect transfer of shares.
AIS AUTO GLASS Plot No. F - 76 to 81, Plot No. T - 16, Vill: Dhanodharda,
Plants SIPCOT Industrial Park, MIDC Industrial Area, Taloja, Taluka-Chanasma,
94.4 Kms., National Highway 8, Irungattukottai, Sriperumbudur Taluk, District - Raigad, District - Patan,
Village - Jaliawas, Tehsil - Bawal, District - Kancheepuram, Maharashtra - 410 208 Gujarat - 384 220
District - Rewari - 123 501, Haryana Tamil Nadu - 602 105 Tel: (022) 27406004
Tel: (01284) 268600-09 Tel: (044) 47103442/45
Fax: (01284) 264185 Fax: (044) 47103441
Sub-Assembly Units Gat No. 67/1 & 71, Village-Savardari, 677-2B1, 677-2B2, 672-3B, Warehouse No. E-14, E-15 & E-16,
Onsite Supplier Park-Building No. 5, Opp. to Forbes Marshall company, 672-1C, 672-2 E, Somandepalli, MASCOT Industrial Area,
Toyota Kirloskar Motors Pvt Ltd. Taluka-Khed, District-Pune, Somandepalli, Anantapur, Jadavapura Cross Road,
Plot No.1, Bidadi Industrial Area, Andhra Pradesh, 515 122 Kadi Highway, Deroj
Maharashtra-410 501
Bidadi, District - Ramanagaram - 562 109, Kadi, Mehsana, Gujarat - 382 715,
Karnataka Tel: (021) 356285003
Tel: 91 7575009875
Tel: (080) 66701100/1-7
AIS GLASS SOLUTIONS LTD. Faridabad-uPVC Unit Bangalore Office: Taloja Office
Corporate Office Plot No. 17-F, Industrial Area, (NIT), 3rd floor, Centre Point, T-16, MIDC Industrial Area
Unit No. 209-210, District - Faridabad, No. 56, Residency Road, Taloja, District - Raigad,
Tribhuwan Complex, Haryana - 121 001 Bangalore, Taluka - Panvel
Ishwar Nagar, Mathura Road, Tel: (0129) 2442122 Karnatka-560 025 Maharashtra - 410 208
New Delhi - 110 065 Tel: (080) 41512634 Tel: (022) 27406024
Tel: (011) 49454900
Fax: (011) 49454970
AIS FLOAT GLASS Sales & Marketing Office Central Projects Team
Plant Unit No. 305 Unit No. 203-208,
Plot No. T - 7, MIDC Industrial Area, 3rd Floor, Platinum Techno Park, Tribhuwan Complex,
Taloja, District - Raigad - 410 208 Sector - 30/A, Vashi, Ishwar Nagar, Mathura Road,
Maharashtra Navi Mumbai - 400 705 New Delhi - 110 065
Tel: (022) 27046000/27046111 Tel: (022) 66568700 Tel: (011) 49454900
Fax: (022) 27046114 Fax: (022) 66568701 Fax: (011) 49454970