To the Members
The Directors are pleased to present their 34th Report along with thefinancial results of the Company for the year ended 31st March 2019.
The Company's financial performance for the year ended 31st March2019 is summarized below:
| || ||( र Lakhs) |
|Particulars ||2018-19 ||2017-18 |
|Net Turnover ||285851 ||263636 |
|Other Income ||2050 ||2573 |
|Total Income ||287901 ||266209 |
|Operating Profit (PBDIT)* ||54078 ||50218 |
|Gross Profit (PBDT)* ||40624 ||37910 |
|Profit / (Loss) before Tax* ||28834 ||28244 |
|Profit / (Loss) after Tax ||19007 ||18535 |
|Proposed Dividend ||3646 ||2431 |
|Tax on Dividend ||750 ||495 |
|Balance Carried to Balance Sheet ||19007 ||18535 |
|Balance Carried to OCI* ||(604) ||(11) |
|* excluding exceptional items. || || |
FY 2018-19 has been a satisfying year for AIS. Financial and operational performanceshave largely been close to budgets. Your Company managed to implement its plans andexecuted them more efficiently to post better results.
The net turnover of the Company stood at र 285851 Lakhs in 2018-19 as against _263636 Lakhs in 2017-18. Operating Profit has increased 7.69% from र 50218 Lakhs in theprevious year to र 54078 Lakhs in 2018-19. The Company posted a profit (PAT) of र 19007Lakhs in 2018-19 against profit of र 18535 Lakhs in the previous financial year.
A detailed analysis of Company's operations in terms of performance in marketsbusiness outlook risks and concerns forms part of the Management Discussion and Analysisa separate section to this Annual Report.
Change in the nature of business
During the year under review there has been no change in the nature of business of theCompany.
Further no material changes and commitments have occurred between the end of theFinancial Year and the date of the report affecting the financial position of the Company.
Subsidiaries and Associates
Pursuant to section 129 and other applicable provisions if any of the Companies Act2013 a separate statement containing salient features of financial statements of allsubsidiaries and associates of your Company forms part of the financial statements.
The financial statements of subsidiaries & associate Companies and relatedinformation are available for inspection by Members at the Corporate Office of AIS as wellas Registered Office of respective subsidiary and associate companies during businesshours on all days except Saturdays Sundays and public holidays upto the date of AnnualGeneral Meeting (AGM) to any shareholder on demand in accordance with the provisions ofSection 136 of Companies Act 2013.
The financial statements including the consolidated financial statements financialstatements of subsidiaries and all other relevant documents required to be attached tothis report have been uploaded on website of the Company www.aisglass.com. A report on theperformance and financial position of each of the subsidiary and associate companies asper Companies Act 2013 is provided as Annexure to the consolidated financial statementsin the prescribed Form AOC-1. During the Financial Year 2018-19 no Company has become orceased to be Subsidiary Joint Venture or Associate of the Company.
Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended (hereinafter referred to as "ListingRegulations") the Company has formulated a policy for determining materialsubsidiaries. This policy is available on the Company's website and may be accessedthrough the link https://www.aisglass.com/policy/Policy_for_Determining_Material_Subsidiaries.pdf.
Your Directors take pleasure in reporting the following awards and recognitionsreceived by your Company during the year:
|From ||Award |
|Honda ||Trophy and Certificate: Gold Award in the Category of Cost 18-19 Trophy and Certificate: Winner Quality category at National level Kaizen Competition 2018-19 through_ Honda Cars India Supplier Club Trophy and Certificate: Winner EHS category at National level Kaizen Competition 2018-19 through_ Honda Cars India Supplier Club Certificate of Appreciation for Performance in Spare Parts "Delivery" Kaizen Award for Quality and EHS |
|MSIL ||Shield for Overall Excellence |
| ||Certificate for Special Support for the FY 17-18 |
| ||Certificate for Spares Performance for the FY 17-18 |
|Hyundai Motors ||1st Place in Quality Marshal Competition 2018 |
| ||Supplier Synergy cluster award for the year 2017 |
| ||Appreciation Award for celebrating 20 years of togetherness |
| ||Best Performer in Material Receipts |
|Ford Motors SMG ||Q1 Award Performance Award |
|Ashok Leyland ||Award for Best Performance in Development |
|TKML ||Award for Extraordinary Performance in Service Parts Supply |
| ||Best Self Reliant Supplier (Project Management) - Year 2017 |
| ||Certificate for achieving targets in the category of Delivery Year 2017 |
| ||Trophy and Certificate for Best |
| ||Environment Promotion Supplier |
|Daimler ||Certificate for Nomination in Excellence in Performance |
Management Discussion and Analysis
A separate chapter on Management Discussion and Analysis forms part of this AnnualReport.
Your Directors are pleased to recommend a Final Dividend of _ 1 per equity shareof face value of र 1 each for the year ended 31st March 2019.
The above dividend subject to the approval of Members at the Annual General Meetingscheduled to be held on 6th August 2019 will be paid on or after 12thAugust 2019 to those Shareholders whose names appear in the Register of Members as on 30thJuly 2019. The total dividend for the Financial Year will be र 2431 Lakhs and DividendDistribution Tax will be र 495 Lakhs.
In accordance with Regulation 43A of the Listing Regulations the Company hasformulated a Dividend Distribution Policy'. The Policy is available on the Company'swebsite www.aisglass.com and forms part of this report as "Annexure A".
The Board has not proposed to carry any amount to Reserves.
During the FY 2018-19 your Company has not accepted any deposits within the meaning ofSection(s) 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount of principal or interest was outstanding as ondate of the Balance Sheet.
Consolidated Financial Statements
In accordance with the Companies Act 2013 and the applicable Accounting Standards theConsolidated Financial Statements of AIS are provided in the Annual Report.
A separate report on Corporate Governance along with the General ShareholdersInformation as prescribed under Regulation 34 of Listing Regulations is annexed as apart of the Annual Report along with the Auditor's Certificate on Corporate Governance.
Your Company has been conducting business from an Environmental Social and Governance("ESG") perspective that not only delivers long-term shareholder value but alsobenefits the society. The Business Responsibility Report as per Regulation 34 of theListing Regulations is annexed and forms an integral part of the Annual Report.
During the FY under review industrial relations in the company continued to be cordialand peaceful.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 available on Company's websitewww.aisglass.com and can be accessed through link https://www.aisglass.com/extra-annual-return.
Particulars of Loans Guarantees or Investments
The details of loans guarantees and investments under the provisions of section 186 ofthe Companies Act 2013 are given at note nos. 4 and 5 of the Standalone FinancialStatements.
Meetings of the Board and its Committees
The details in respect of the number of Board and Committees meetings of your Companyare set out in the Corporate Governance Report which forms part of the Annual Report.
Pursuant to the provisions of Section 177 of Companies Act 2013 the Audit Committeeconsists of three Independent Directors - Mr. Rahul Rana as Chairman and Mr. Gautam Thapar& Ms. Shradha Suri as Members as on 31st March 2019.
Board of Directors of the Company has duly accepted the recommendations of AuditCommittee during FY 2018-19. Detailed disclosure in respect of Audit committee is inCorporate Governance Report of the Company which forms part of annual report.
Vigil Mechanism/ Whistle Blower Policy
The Company has established a Vigil Mechanism/ Whistle Blower Policy. The purpose ofthis mechanism is to provide a framework to report concerns about unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethics policyand provide adequate safeguards against victimization of the person availing thismechanism. The Policy is available on Company's website www.aisglass.com/policies whichhas been appropriately communicated within the organisation and is effectivelyoperational. The policy provides mechanism whereby whistle blower may send protecteddisclosures at firstname.lastname@example.org and in exceptional cases directly to theChairman of Audit Committee.
AIS has developed and implemented a Risk Management Policy to identify and mitigate keyrisks that may threaten the existence of the Company.
Internal Financial Controls
Your Company has put in place adequate internal financial controls with reference tofinancial statements. Such system has been designed to provide for:
Adoption of accounting policies in line with applicable accounting standards.
Uniform accounting treatment is prescribed to the subsidiaries of your Company.
Proper recording of transactions with internal checks and reporting mechanism.
Compliance with applicable statutes policies management policies andprocedures.
The management of your Company periodically reviews the financial performance againstthe approved plans across various parameters and takes necessary action whereverrequired.
Your Company has its own Internal Audit department with qualified professionals whichcarries out periodic audits of all locations and functions. The observations arising outof the internal audits are periodically reviewed and its summary along with correctiveaction plans if any are submitted to top management and Audit Committee for reviewcomments and directions.
Directors and Key Managerial Personnel
Appointments Re-appointments and Resignations
During the financial year Mr. Sanjay Labroo (DIN: 00009629) was re-appointed asManaging Director & C.E.O. by the Board of Directors at its Meeting held on 12thFebruary 2019 to hold office up to 5 (five) consecutive years with effect from 19thFebruary 2019 in terms of the provisions of Section(s) 197 198 read with relevant Rulesmade thereunder Schedule V and other applicable provisions if any of the Companies Act2013 read with Companies (Appointment and Qualification of Directors) Rules 2014Regulation 17 of Listing Regulations Article 80 of the Articles of Association andsubject to approval of the Members as Director in the capacity of Managing Director &C.E.O. at 34th AGM of the Company to be held on 6th August 2019.
Mr. G. S. Talwar (DIN: 00559460) and Mr. Rahul Rana (DIN: 00476406) IndependentDirectors were appointed by the Members in their 29th Annual General Meetingheld on 6th August 2014 for a term of 5 (five) consecutive years. The Board ofDirectors recommends re-appointment of the aforementioned Directors for another term of 5(five) consecutive years in the capacity of Independent Director to hold office up to 5(five) consecutive years with effect from 6th August 2019 in terms ofthe provisions of Section(s) 149 152 and other applicable provisions if any of theCompanies Act 2013 read with Schedule IV Companies (Appointment and Qualification ofDirectors) Rules 2014 and Regulation 17 of Listing Regulations.
In accordance with the provisions of Section(s) 149 152 and other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 Dr. Satoshi Ishizuka (DIN: 07692846) and Mr. B.M. Labroo (DIN: 00040433) Directors are liable to retire by rotation at the forthcomingAnnual General Meeting and being eligible offer themselves for re-appointment.
Mr. Eisuke Shiozaki (DIN: 07797863) Independent Director of the Company has resignedw.e.f. 22nd May 2019 due to his permanent return to Japan and pursuant to Mr.Shiozaki's resignation Mr. Yoji Taguchi (DIN: 01892369) has been appointed as anAdditional Director w.e.f. 22nd May 2019 in the capacity of IndependentDirector of for a term of 5 (five) consecutive years subject to approval of Members inthe forthcoming AGM in accordance with the provisions of Section(s) 149 152 and otherapplicable provisions if any of the Companies Act 2013 read with Schedule IV Companies(Appointment and Qualification of Directors) Rules 2014 and Regulation 17 of ListingRegulations.
Mr. Gautam Thapar (DIN: 00012289) Independent Director has resigned from the Companyw.e.f. 23rd May 2019 due to other pre-occupations and travel causing paucityof time for him to devote as an Independent Director of the Company.
Mr. E. Shiozaki and Mr. G. Thapar have confirmed that there were no other materialreasons for their resignation apart from the reasons cited above.
Declaration of Independence
Your Company has received declaration from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under Section 149(6) ofCompanies Act 2013 read with Schedules and Rules made thereunder as well as Regulation 16& 25 of the Listing Regulations. The details of the familiarization programme alongwith format of the letter of appointment provided to the Independent Directors at the timeof appointment outlining his / her role functions duties and responsibilities have beenuploaded on the website of the Company and may be accessed through the link: https://www.aisglass.com/policy/familiarisation_programmes_for_Independent_Directors.pdf.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Directors hereby state andconfirm that:
(a) in the preparation of the annual accounts the applicable Accounting Standards andSchedule III of the Companies Act 2013 have been followed along with proper explanationrelating to material departures;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at 31st March 2019 and of the profitand loss of the company for the Financial Year ended 31st March 2019;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls laid down by the Directors were followed by thecompany and that such internal financial controls are adequate and operating effectively;and
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
Statement indicating the manner in which formal annual evaluation has been done
In terms of provisions of Companies Act 2013 and Regulation 17 of the ListingRegulations the Board has carried out the annual evaluation of its own performance andthat of its Directors individually. The evaluation criteria as laid down by the Nominationand Remuneration Committee included various aspects of functioning of the Board such ascomposition process and procedures including adequate and timely information attendancedelegation of responsibilities decision-making roles and responsibilities includingmonitoring benchmarking feedback stakeholder relationship and Committees.
The performance of individual Directors including the Chairman was evaluated on variousparameters such as knowledge and experience interest of stakeholders time devoted etc.The evaluation of Independent Directors was based on aspects like participation in andcontribution to the Board decisions knowledge & experience and judgment.
Particulars of Remuneration
The information as required in accordance with Section 197(12) of the Companies Act2013 read with Rule 5(1) the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 as amended may be obtained by any Member by writing to the CompanySecretary at the registered office or the corporate office of the Company. However as perthe provisions of Section 136 of the Companies Act 2013 the Report along with financialstatements are being sent to all Members of the Company excluding the aforesaidinformation.
The Company recognizes and embraces the importance of a diverse Board in its success.We believe that a truly diverse Board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage and gender which will help us in retaining our competitive advantage. Your Boardcomprises of experts in the field of Finance Law Corporate Governance Management andLeadership skills and also has a Woman Director on the Board.
Nomination and Remuneration Policy
The Nomination & Remuneration Policy as approved by the Board on recommendation ofthe Nomination & Remuneration Committee is available on website of the Company www.aisglass.comand can be accessed through link https://www.aisglass.com/policies.
Corporate Social Responsibility
In compliance with Section 135 of the Companies Act 2013 read with the Rules madethereunder the Company has formed Corporate Social Responsibility ("CSR")Committee. The policy on Corporate Social Responsibility as approved by the Board ofDirectors is uploaded on the website of the Company www.aisglass.com.
The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section135 of the Companies Act 2013 and rules made thereunder. The details of the CSRinitiatives undertaken by the Company during the FY 2018-19 in the prescribed format areannexed as "Annexure B".
Internal Complaints Committee
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and rules framed thereunder.
During the period under review no complaints were received by the Internal ComplaintsCommittee established under the Policy for Prohibition Prevention and Redressal of SexualHarassment of Women at Workplace of the Company.
Related Party Transactions
Transactions entered by the Company with related parties during FY 2018-19 were in theordinary course of business and on arms' length basis. The Company has formulated a policyon Related Party Transactions which is available at the website and can be accessedthrough link https://www.aisglass.com/policy/Policy_on_Related_Party_Transactions.pdf.
In terms of Section 134(3)(h) of the Companies Act and rules made thereunder duringthe year under review the Company has not entered into any contract / arrangement /transaction with related parties as per section 188(1) of the Companies Act 2013 whichcould be considered material. The details of the related party transactions entered duringthe year are provided in the accompanying financial statements.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The information relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as "AnnexureC" to this Report.
Compliance of Secretarial Standards
The Company complies with all the applicable Secretarial Standards.
Auditor and Auditors' Report Statutory Auditors
M/s. VSSA & Associates Chartered Accountants (Firm Registration No. 012421N) wereappointed as Statutory Auditors of AIS for a term of 5 (five) consecutive years fromconclusion of 32nd Annual General Meeting till the conclusion of 37thAnnualGeneral Meeting. Your Company has received confirmation from M/s. VSSA & Associatesregarding their eligibility under Section 139 and 141 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014. As required under Regulation 33 of the ListingRegulations the Auditors have also confirmed that they hold a valid Certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India.
Further no fraud was reported by the auditors of the Company under Section 143(12) ofthe Companies Act 2013.
Your Company had appointed M/s. Ajay Ahuja & Associates Cost Accountants (FirmRegistration No. 101142) as the Cost Auditors of your Company for FY 2018-19 to conductaudit of cost records of the Company. Cost Audit Report for the FY 2018-19 shall be filedwith Ministry of Corporate Affairs.
As per Section 148 and other applicable provisions if any of the Companies Act 2013read with Companies (Audit and Auditors) Rules 2014 your Company is required to maintaincost accounts and records. The Board of Directors of your company on recommendation of theAudit and Risk Management Committee (re-constituted w.e.f. 1st April 2019) hasappointed M/s. Ajay Ahuja & Associates Cost Accountants as the Cost Auditor of theCompany for the FY 2019-20.
Your Company has received consent from M/s. Ajay Ahuja & Associates CostAccountants to act as the Cost Auditor of your Company for the FY 2019-20 along with aCertificate confirming their independence.
In accordance with the provisions of Section 204 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany had appointed Mr. Sundeep Kumar Parashar FCS Company Secretary in Practice andproprietor of M/s. SKP & Co. Company Secretaries to conduct the Secretarial Audit ofyour Company for FY 2018-19. The Secretarial Audit Report for FY 2018-19 is annexedherewith as "Annexure D" to this Report.
Significant and Material Orders of Regulators or Courts or Tribunals
No significant and material order was passed by Regulators or Courts or Tribunalsduring the year under review impacting the going concern status of your Company and itsfuture operations.
The Board hereby places on record its sincere appreciation for the continued assistanceand support extended to the Company by its collaborators customers bankers vendorsGovernment authorities and employees.
Your Directors acknowledge with gratitude the encouragement and support extended by ourvalued Shareholders.
| ||On behalf of the Board of Directors |
| ||Asahi India Glass Ltd. |
| ||B. M. Labroo |
|Dated : 22nd May 2019 ||Chairman |
|Place : Gurugram ||DIN: 00040433 |