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Directors Report of Asahi India Glass Ltd.

Mar 31, 2014

The Directors are pleased to present their 29th Report along with the audited accounts of the Company for the year ended 31st March, 2014.

Financial Performance

(Rs. Lakhs)

2013-14 2012-13

Gross Turnover 2,29,688 2,12,918

Net Turnover 2,10,508 1,91,344

Other Income 559 1,076

Total Income 2,11,067 1,92,420

Operating Profit (PBDIT) 23,695 17,813

Gross Profit (PBDT) 7,445 898

Profit/(Loss) Before Tax (6,262) (13,959)

Profit/(Loss) After Tax (4,022) (9,179)

Performance Overview

The financial year 2013-14 was stressful for AIS in the initial phase due to volatile economic conditions, input costs inflation and depreciation of Rupee. However, the performance of the Company was well on the projected recovery track and Company has reported Profit After Tax in the last quarter.

The Net Sales of the Company increased 10.02% from Rs. 1,91,344 lakhs in 2012-13 to Rs. 2,10,508 lakhs in 2013-14. Operating Profit has increased 33.02% from Rs. 17,813 lakhs in the previous year to Rs. 23,695 lakhs in 2013-14. The Company posted the Profit/(Loss) after Tax (PAT) of 4,022 lakhs in 2013-14 as against Profit/(Loss) after Tax of (9,179) lakhs in the previous year.

A detailed analysis of Company''s operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this Annual Report.

Subsidiaries

The three subsidiaries of your Company – AIS Glass Solutions Limited (“GS") (CIN:U26109DL2004PLC127666), Integrated Glass Materials Limited (“IGML") (CIN:U14220DL2009PLC188298) and GX Glass Sales & Services Limited (“GX") (CIN:U74140DL2010PLC20237) carried on smooth operations during the year.

In terms of the general exemption granted by the Ministry of Corporate Affairs, Government of India, under Section 212(8), of the Companies Act, 1956, copies of the Balance Sheet, Statement of Profit and Loss, Reports of the Board of Directors and Auditors of subsidiaries of your Company - AIS Glass Solutions Limited (“GS"), Integrated Glass Materials Limited (“IGML") and GX Glass Sales and Services Limited (“GX"), have not been attached with the Balance Sheet of AIS. Further, pursuant to Accounting Standards (AS-21) Consolidated Financial Statement presented by your Company includes the financial results of GS, IGML and GX duly audited by the statutory auditors. These consolidated financial statements have been prepared in strict compliance with the applicable accounting standards and listing agreement. However, the particulars of all the subsidiary companies, as directed by the Ministry of Corporate Affairs, Government of India in its above exemption, are attached along with statement as required under section 212 of the Companies Act, 1956.

The sole purpose of not attaching the annual accounts and other statements of subsidiary companies is on account of savings on substantial printing and dispatch costs of this Annual Report. The Company hereby assures that the annual accounts of the subsidiary companies and related detailed information shall be made available to those investors seeking such information at any point in time. The annual accounts of the subsidiary companies are kept open for inspection by investors at the Corporate Office of AIS as well as the Registered Offices of the subsidiary companies during working hours. The Company shall dispatch a hard copy of the details of accounts of the subsidiary companies to any shareholder on demand. Further, the Company regularly files such data to the various regulatory and government authorities as required.

Lastly, the accounts of the subsidiary companies are also available for inspection at the corporate website of the Company

– www.aisglass.com

Awards

Your Directors take pleasure in reporting the following awards / recognition received by your Company during the year:

From Award

Shield for Yield Improvement MSIL

Shield for System Audit Rating

Best Quality TKML

Best Delivery

Consolidated Financial Statements

As required pursuant to the applicable Accounting Standards, the Consolidated Financial Statements of AIS are attached herewith and form part of the Annual Report and Accounts.

Dividend

In view of the financial performance of your Company during 2013-14, your Directors have not recommended any dividend for the financial year 2013-14.

Directors

During the year under review Mr. Keiichi Nakagaki and Mr. Shinzo Nakanishi, Directors of the Company have resigned with effect from 1st April, 2013 & 21st May, 2013 respectively.

Pursuant to the provisions of Section 260 of Companies Act, 1956 and Article 73 of Articles of Associations of the Company, Mr. Masakazu Sakakida and Mr. Kenichi Ayukawa were appointed as Additional Directors in the capacity of Independent Director and Promotor Non-Executive Director respectively on the Board of Directors of the Company with effect from 1st April, 2013 and 21st May, 2013 respectively and got confirmed as Directors of the Company liable to retire by rotation at the Annual General meeting held on 14th August, 2013.

In terms of the provisions of Section 152 of the Companies Act, 2013 (corresponding to Section 256, read with Section 255 of the Companies Act, 1956) and Article 70 of the Articles of Association of the Company, Mr. B.M. Labroo, and Mr. Kimikazu Ichikawa, Directors, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The necessary resolutions for obtaining approval of the Members have been incorporated in the notice of the ensuing Annual General Meeting. The requisite disclosures regarding appointment and re-appointment of Directors have been made in the Report on Corporate Governance, which forms part of the Directors'' Report.

Listing

The equity shares of your Company continue to be listed at BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).

The Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2014-15.

Rights Issue of Equity Shares (Rights Issue)

During the year, Rights Issue Committee at its meeting held on 17th July, 2013 and 8th August, 2013 approved Terms and schedule of the Issue. The Rights Issue of the Company remained opened for subscription from 22nd August, 2013 to 5th September, 2013 and was oversubscribed by the investors. BSE Limited, the Designated Stock Exchange for the issue, on 16th September, 2013 had approved the basis of allotment, effective from 17th September, 2013.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that :

i) in the preparation of annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit/ loss for the period from 1st April, 2013 to 31st March, 2014 .

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual accounts for the financial year ended 31st March, 2014 have been prepared on a going concern basis.

Corporate Governance

A separate report on corporate governance along with General Shareholders Information, as prescribed under the Listing Agreement, is annexed as a part of this Report along with the Auditor''s Certificate on corporate governance.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 respectively and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Auditors and Auditors'' Report

M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

The observations of the Auditors in the Auditor''s Report are explained, wherever necessary, in the appropriate Notes to the Accounts.

Cost Auditor

The Ministry of Corporate Affairs (MCA) has issued Cost Audit Order dated 6th November, 2012, making appointment of Cost Auditor mandatory for companies engaged in production, processing or manufacturing of glass. Accordingly, in terms of the above order and pursuant to the provisions of Section 233B of Companies Act, 1956, your Directors have appointed M/s. Chandra Wadhwa & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2013-14. The Cost Audit Report for the financial year 2013-14 shall be placed before the Board.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure “A", forming part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure ''B'' to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Members of the Company excluding the aforesaid information. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office or the Corporate Office of the Company. The said information is also available for inspection at the Corporate Office during working hours up to the date of the Annual General Meeting.

None of the employees listed in Annexure ''B'' is a relative of any Director of the Company except Mr. Sanjay Labroo who is related to Mr. B. M. Labroo.

None of the employees listed in Annexure ''B'' hold, either by himself or alongwith his spouse and dependent children, more than 2% of the equity shares of the Company except Mr. Sanjay Labroo.

Industrial Relations

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

Acknowledgement

The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.

Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.

On behalf of the Board of Directors

Place : Gurgaon B. M. Labroo

Dated : 22nd May, 2014 Chairman


Mar 31, 2013

To the Members,

The Directors are pleased to present their 28th Report along with the audited accounts of the Company for the year ended 31st March, 2013.

Financial Performance

(Rs. Lakhs)

2012-13 2011-12

Gross Turnover 2,12,918 1,81,668

Net Turnover 1,91,344 1,64,574

Other Income 1,076 1,196

Total Income 1,92,420 1,65,770

Operating Profit (PBDIT) 17,813 18,721

Gross Profit (PBDT) 898 3,978

Profit/(Loss) Before Tax (13,959) (8,675)

Profit/(Loss) After Tax (9,179) (5,873)

Performance Overview

The financial year 2012-13 was extremely stressful for AIS due to volatile economic conditions, input costs inflation and depreciation of Rupee which had an adverse impact on the performance of AIS. Costs grew rapidly than sales.

The Net Sales of the Company increased 16.26% from Rs. 1,64,574 lakhs in 2011-12 to Rs. 1,91,344 lakhs in 2012-13. Operating Profit has decreased 4.85% from Rs. 18,721 lakhs in the previous year to Rs. 17,813 lakhs in 2012-13. The Company posted the Profit/(Loss) after Tax (PAT) of Rs. (9,179) lakhs in 2012-13 as against Profit/ (Loss) after Tax of Rs. (5,873) lakhs in the previous year.

A detailed analysis of Company''s operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this Annual Report.

Subsidiaries

The three subsidiaries of your Company - AIS Glass Solutions Limited ("GS"), Integrated Glass Materials Limited ("IGML") and GX Glass Sales & Services Limited ("GX") carried on smooth operations during the year.

In terms of the general exemption granted by the Ministry of Corporate Affairs, Government of India, under Section 212(8), of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of subsidiaries of your Company - AIS Glass Solutions Limited ("GS"), Integrated Glass Materials Limited ("IGML") and GX Glass Sales and Services Limited ("GX"), have not been attached with the Balance Sheet of AIS. Further, pursuant to Accounting Standards (AS-21) Consolidated Financial Statement presented by your Company includes the financial results of GS, IGML and GX duly audited by the statutory auditors. These consolidated financial statements have been prepared in strict compliance with the applicable accounting standards and listing agreement. However, the particulars of all the subsidiary companies, as directed by the Ministry of Corporate Affairs, Government of India in its above exemption, is attached along with statement as required under section 212 of the Companies Act, 1956.

This sole purpose of not attaching the annual accounts and other statements of subsidiary companies is on account of savings on substantial printing and dispatch costs of this Annual Report. The Company hereby assures that the annual accounts of the subsidiary companies and related detailed information shall be made available to those investors seeking such information at any point in time. The annual accounts of the subsidiary companies are kept open for inspection by investors at the Corporate Office of AIS as well as the Registered Offices of the subsidiary companies during working hours. The Company shall dispatch a hard copy of the details of accounts of the subsidiary companies to any shareholder on demand. Further, the Company regularly files such data to the various regulatory and government authorities as required.

Lastly, the accounts of the subsidiary companies are also available for inspection at the corporate website of the Company - www.asahiindia.com.

Awards

Your Director take pleasure in reporting the following awards / recognitions received by your Company during the year:

From Award

Maruti Suzuki India Limited Overall Performance- Gold

Yield Improvement Certificate

System Audit Rating-Shield

Zee Business Zee Business Good Home

Awards for the Best Company in Glass Industry

Consolidated Financial Statements

As required pursuant to the applicable Accounting Standards, the Consolidated Financial Statements of AIS are attached herewith and form part of the Annual Report and Accounts.

Dividend

In view of the financial performance of your Company during 2012-13, your Directors have not recommended any dividend for the financial year 2012-13.

Directors

During the year under review Mr. Arvind Singh has resigned as Non-Executive Director of the Company with effect from 8th November, 2012.

Pursuant to the provisions of Section 260 and Article 73 of Articles of Associations of the Company Mr Gurvirendra Singh Talwar has been appointed as Additional Director in the Capacity of Independent Director on the Board of Directors of the Company with effect from 20th December, 2012 and holds office up to the date of ensuing Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a member proposing the candidature of Mr. Gurvirendra Singh Talwar as Director of the Company.

In terms of the provisions of Section 256, read with Section 255 of the Companies Act, 1956 and Article 70 of the Articles of Association of the Company, Mr. Kimikazu Ichikawa and Mr. Rahul Rana Directors, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The necessary resolutions for obtaining approval of the Members have been incorporated in the notice of the ensuing Annual General Meeting. The requisite disclosures regarding appointment and re-appointment of Directors have been made in the Report on Corporate Governance, which forms part of the Directors'' Report.

Listing

The equity shares of your Company continue to be listed at the BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE).

The Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2013-14.

Rights Issue of Equity Shares

During the year under review the Board of Directors of the Company at their meeting held on 10th October, 2012 approved the issue of equity shares on rights basis upto an amount of Rs. 250 crores. The Company has also filed the Draft Letter of Offer (DLOF) with Securities Exchange Board of India (SEBI) on 8th February, 2013 in this regard.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that :

i) in the preparation of annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit/ loss for the period from 1st April, 2012 to 31st March, 2013.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual accounts for the financial year e nded 31st March, 2013 have been prepared on a going concern basis.

Corporate Governance

A separate report on corporate governance along with General Shareholders Information, as prescribed under the Listing Agreement, is annexed as a part of this Report along with the Auditor''s Certificate on corporate governance.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Auditors and Auditors'' Report

M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their re- appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

The observations of the Auditors in the Auditor''s Report are explained, wherever necessary, in the appropriate Notes to the Accounts.

Cost Auditor

The Ministry of Corporate Affairs (MCA) has issued Cost Audit Order dated 30th June, 2011, making appointment of Cost Auditor mandatory for companies engaged in production, processing, manufacturing of glass. Accordingly, in terms of the above order and pursuant to the provisions of Section 233B of the Act, your Directors have appointed M/s. Chandra Wadhwa & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2012-13. In terms of the above order, the Cost Audit Report for the financial year 2012-13 shall be placed before the board.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure "A", forming part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure ''B'' to this Report. However, as per the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Members of the Company excluding the aforesaid information. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office or the Corporate Office of the Company. The said information is also available for inspection at the Corporate Office during working hours up to the date of the Annual General Meeting.

None of the employees listed in Annexure ''B'' is a relative of any Director of the Company except Mr. Sanjay Labroo who is related to Mr. B. M. Labroo.

None of the employees listed in Annexure ''B'' hold, either by himself or alongwith his spouse and dependent children, more than 2% of the equity shares of the Company except Mr. Sanjay Labroo.

Industrial Relations

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

Acknowledgement

The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.

Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.

On behalf of the Board of Directors

Place : Gurgaon B. M. Labroo

Dated : 21st May, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present their 27th Report along with the audited accounts of the Company for the year ended 31st March, 2012.

Financial Performance

Rs.Lakhs

2011-12 2010-11

Gross Turnover 1,81,668 1,70,907

Net Turnover 1,64,574 1,51,821

Other Income 1,196 1,667

Total Income 1,65,770 1,53,488

Operating Profit (PBDIT) 18,721 27,248

Gross Profit (PBDT) 3,978 14,468

Profit/(Loss) Before Tax (8,675) 2,631

Profit/(Loss) After Tax (5,873) 1,515

Balance Carried to Balance Sheet 1,975 7,848

Performance Overview

The current financial year was unusually stressful for AIS due to volatile economic conditions, input costs inflation and depreciation of Rupee which had an adverse impact on the performance of AIS. Costs grew rapidly than sales.

As a result of the above, the Net Sales of the Company increased 8.40% from Rs. 1,51,821 lakhs in 2010-11 to Rs. 1,64,574 lakhs in 2011- 12. Operating Profit has decreased 31.29% from Rs. 27,248 lakhs in the previous year to Rs. 18,721 lakhs in 2011-12. The Company posted the Profit/(Loss) after Tax of Rs. (5,873) in 2011-12 as against Profit after Tax of Rs. 1515 Lakhs in the previous year.

A detailed analysis of Company's operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this Annual Report.

Subsidiaries

The three subsidiaries of your Company - AIS Glass Solutions Limited ("GS"), Integrated Glass Materials Limited ("IGML") and GX Glass Sales & Services Limited (GX) carried on smooth operations during the year.

In terms of the general exemption granted by the Ministry of Corporate Affairs, Government of India, under Section 212(8), of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of subsidiaries of your Company - AIS Glass Solutions Limited ("GS"), Integrated Glass Materials Limited ("IGML") and GX Glass Sales and Services Limited ("GX"), have not been attached with the Balance Sheet of AIS. Further, pursuant to Accounting Standards (AS-21) Consolidated Financial Statement presented by your Company includes the financial results of GS, IGML and GX duly audited by the statutory auditors. These consolidated financial statements have been prepared in strict compliance with the applicable accounting standards and listing agreement. However, the particulars of all the subsidiary companies, as directed by the Ministry of Corporate Affairs, Government of India in its above exemption, is attached along with statement as required under section 212 of the Companies Act, 1956.

The sole purpose of not attaching the annual accounts and other statements of subsidiary companies is on account of savings on substantial printing and dispatch costs of this Annual Report. The Company hereby assures that the annual accounts of the subsidiary companies and related detailed information shall be made available to those investors seeking such information at any point in time. The annual accounts of the subsidiary companies are kept open for inspection by investors at the Corporate Office of AIS as well as the registered offices of the subsidiary companies during working hours. The Company shall dispatch a hard copy of the details of accounts of the subsidiary companies to any shareholder on demand. Further, the Company regularly files such data to the various regulatory and government authorities as required.

Lastly, the accounts of the subsidiary companies are also available for inspection at the corporate website of the Company - www.asahiindia.com.

Awards

Your Director take pleasure in reporting the following awards / recognitions received by your Company during the year:

From Award

Maruti Suzuki India Limited Manufacturing Excellence Award

Best HR Initiatives Award Hyundai Motor India Limited 5 Star Award

Consolidated Financial Statements

As required pursuant to the applicable Accounting Standards, the Consolidated Financial Statements of AIS are attached herewith and form part of the Annual Report and Accounts.

Dividend

In view of the financial performance of your Company during 2011-12, your Directors have not recommended any dividend for the financial year 2011-12.

Directors

During the year under review Mr. Arvind Singh (designated as President) has resigned as whole-time Director of the Company with effect from 1st January, 2012.

However, considering Mr. Arvind Singh's wide experience, rich knowledge and valuable contribution to the Company, Mr. Arvind Singh has been re-appointed as Additional Director in the capacity of Non - Executive Director on the Board of Directors of the Company with effect from 25th January, 2012.

Pursuant to the provisions of Section 260 and Article of Associations of the Company, Mr. Singh holds office upto the date of ensuing Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a member proposing the candidature of Mr. Arvind Singh as Director of the Company.

In terms of the provisions of Section 256, read with Section 255 of the Companies Act, 1956 and Article 70 of the Articles of Association of the Company, Dr. Surinder Kapur and Mr. Gautam Thapar, Directors, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The necessary resolutions for obtaining approval of the Members have been incorporated in the notice of the ensuing Annual General Meeting. The requisite disclosures regarding appointment and re-appointment of Directors have been made in the Report on Corporate Governance, which forms part of the Directors' Report.

Listing

The equity shares of your Company continue to be listed at the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

The Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2012-13.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that :

i) in the preparation of annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit/loss for the period from 1st April, 2011 to 31st March, 2012.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual accounts for the financial year ended 31st March, 2012 have been prepared on a going concern basis.

Corporate Governance

A separate report on corporate governance along with General Shareholders Information, as prescribed under the Listing Agreement, is annexed as a part of this Report along with the Auditor's Certificate on corporate governance.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Auditors and Auditors' Report

M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

The observations of the Auditors in the Auditor's Report are explained, wherever necessary, in the appropriate Notes to the Accounts.

Cost Auditor

During the year under review, the Ministry of Corporate Affairs (MCA) has issued Cost Audit Order dated 30th June, 2012, making appointment of Cost Auditor mandatory for companies engaged in production, processing, manufacturing of glass. Accordingly, in terms of the above order and pursuant to the provisions of Section 233B of the Act, your Directors have appointed M/s. Chandra Wadhwa & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2011-12. In terms of the above order, the cost audit report for financial year 2011-12 shall be placed before the Board.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure "A", forming part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure 'B' to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Members of the Company excluding the aforesaid information. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office or the Corporate Office of the Company. The said information is also available for inspection at the Corporate Office during working hours up to the date of the Annual General Meeting.

None of the employees listed in Annexure 'B' is a relative of any Director of the Company except Mr. Sanjay Labroo who is related to Mr. B. M. Labroo.

None of the employees listed in Annexure 'B' hold, either by himself or alongwith his spouse and dependent children, more than 2% of the equity shares of the Company except Mr. Sanjay Labroo.

Industrial Relations

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

Acknowledgement

The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.

Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.

On Behalf of the Board of Directors

Place : Gurgaon B. M. Labroo

Dated : 17th May, 2012 Chairman


Mar 31, 2011

The Directors are pleased to present their 26th Report along with the audited accounts of the Company for the year ended 31st March, 2011.

Financial Performance

(Rs. Lakhs)

2010-11 2009-10

Gross Turnover 1,70,907 1,42,971

Net Turnover 1,51,821 1,26,273

Other Income 1,667 3,385

Total Income 1,53,488 1,29,658

Operating Profit (PBDIT) 27,248 25,052

Gross Profit (PBDT) 14,468 12,269

Profit/(Loss) Before Tax 2,631 (179)

Profit/(Loss) After Tax 1,515 123

Balance Carried to Balance Sheet 7,848 6,333

Performance Overview

The performance of the Company during 2010-11 was largely on expected lines and well on the projected recovery track. The strong macro environment, especially the huge upsurge in demand both in the automotive and real estate sectors has further helped your Company to gather stronger momentum during the year.

However, owing to capacity mis-match there were locational demand supply imbalances, due to which the Company had to incur huge expenditure on premium freight and sacrifice some operating efficiencies to ensure that customer demands are met consistently.

As a result of the above, the net sales of the Company increased 20.23% from Rs. 1,26,273 Lakhs in 2009-10 to Rs.1,51,821 Lakhs in 2010-11. Operating profit has increased 8.77% from Rs. 25,052 Lakhs in the previous year to Rs. 27,248 Lakhs in 2010-11. The Company posted the profit after tax (PAT) of Rs. 1,515 Lakhs in 2010-11 as against profit after tax of Rs. 123 Lakhs in the previous year.

A detailed analysis of Companys operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this Annual Report.

Subsidiaries

During the year, your Company incorporated GX Glass Sales & Services Limited (GX), as a wholly-owned subsidiary, to expand its presence in the architectural glass value-chain by capturing the end, consumer- facing part of the architectural glass business through exclusive glass design, supply and installation service. GX was incorporated on 7th May, 2010 with a specific objective of being the one-stop solution for end-users of glass and meet their complete requirements of architectural glass. GX is in the process of ramping up its operations.

The other two subsidiaries of your Company - AIS Glass Solutions Limited ("GS") and Integrated Glass Materials Limited ("IGML") carried on smooth operations during the year.

In terms of the general exemption granted by the Ministry of Corporate Affairs, Government of India, under Section 212(8), of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of subsidiaries of your Company - AIS Glass Solutions Limited ("GS"), Integrated Glass Materials Limited ("IGML") and GX Glass Sales and Services Limited ("GX"), have not been attached with the Balance Sheet of AIS. Further, pursuant to Accounting Standard - 21 (AS-21) the consolidated financial statements presented by your Company includes the financial results of GS, IGML and GX duly audited by the statutory auditors. These consolidated financial statements have been prepared in strict compliance with the applicable accounting standards and listing agreement. Further, the particulars of all the subsidiary companies, as directed by the Ministry of Corporate Affairs, Government of India in its above exemption, are attached along with statement as required under section 212 of the Companies Act, 1956.

The sole purpose of refraining from attaching the annual accounts and other statements of subsidiary companies along with the Annual Report of AIS is on account of substantial savings on printing and dispatch costs of this Annual Report. The Company hereby assures that the annual accounts of the subsidiary companies and related detailed information shall be made available to those investors seeking such information at any point of time. The annual accounts of the subsidiary companies are kept open for inspection by investors at the Corporate Office of AIS as well as the Registered Offices of the subsidiary companies during working hours. The Company shall dispatch a hard copy of the details of accounts of the subsidiary companies to any shareholder on demand. Further, the Company regularly files such data to the various regulatory and government authorities as required.

Lastly, the accounts of the subsidiary companies are also available for inspection at the corporate website of the Company - www.asahiindia.com.

Awards

Your Directors take pleasure in reporting the following awards / recognitions received by your Company during the year :

From Award

Toyota Kirloskar Motors Ltd. Best Kaizen Award

Certificate of appreciation for being an Etios Partner and Establishing New Facility

Certificate for achieving targets in the category of DELIVERY for the year 2010

2nd position in International Convention of Quality Circle held in Hyderabad

Occupational Health and Safety Management System

Standard (OHSAS 18001: 2007)

OHSAS 18001: 2007 certification of Bawal plant by DNV

TPM Excellence Award 2010 for the Bawal Plant

Consolidated Financial Statements

As required pursuant to the applicable Accounting Standards, the Consolidated Financial Statements of AIS are attached herewith and form part of the Annual Report and Accounts.

Dividend

In view of the financial performance of your Company during 2010-11, your Directors have not recommended any dividend for the financial year 2010-11.

Directors

During the year, the existing tenure of Mr. Arvind Singh, Whole-time Director expired on 27th June, 2010. Accordingly, Mr. Singh has been re-appointed as a Whole-time Director with effect from 28th June, 2010 for a further period of five years.

The above has been duly approved by the Shareholders of the Company by way of passing of special resolution at the 25th Annual General Meeting held on 28th July, 2010. Further, Mr. Singh has been appointed as Director liable to retire by rotation.

Consequent upon resignation of Mr. Marehisa Ishiko from the Board of Directors of the Company with effect from 27th July, 2010, Asahi Glass Co. Ltd. (AGC) has nominated Mr. Kimikazu Ichikawa as Director in place of Mr. Marehisa Ishiko. Mr. Ichikawa was appointed as Additional Director of the Company on the Board of Directors of the Company with effect from 29 July, 2010.

The Board places on record, its sincere appreciation for valuable contribution of Mr. Ishiko during his tenure as Director of AIS.

Pursuant to the provisions of Section 260 and Article 73 of the Articles of Association of the Company, Mr. Ichikawa holds office up to the date of the ensuing Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a member proposing the candidature of Mr. Ichikawa as Director of the Company.

In terms of the provisions of Section 256, read with Section 255 of the Companies Act, 1956 and Article 70 of the Articles of Association of the Company, Mr. B. M. Labroo and Mr. Keiichi Nakagaki, Directors, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The necessary resolutions for obtaining approval of the Members have been incorporated in the notice of the ensuing Annual General Meeting. The requisite disclosures regarding appointment and re-appointment of Directors have been made in the Report on Corporate Governance, which forms part of the Directors Report.

Listing

The equity shares of your Company continue to be listed at the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

The Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2011-12.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that :

i) in the preparation of annual accounts for the financial year ended 31 March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit / loss for the period from 1st April, 2010 to 31st March, 2011.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual accounts for the financial year ended 31 March, 2011 have been prepared on a going concern basis.

Corporate Governance

A separate report on corporate governance along with General Shareholders Information, as prescribed under the Listing Agreement, is annexed as a part of this Report along with the Auditors Certificate on corporate governance.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Auditors and Auditors Report

M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

The observations of the Auditors in the Auditors Report are explained, wherever necessary, in the appropriate Notes to the Accounts.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure "A", forming part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure B to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Members of the Company excluding the aforesaid information. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office or the Corporate Office of the Company. The said information is also available for inspection at the Corporate Office during working hours up to the date of the Annual General Meeting.

None of the employees listed in Annexure B is a relative of any Director of the Company, except Mr. Sanjay Labroo who is related to Mr. B.M. Labroo.

None of the employees listed in Annexure B hold, either by himself or alongwith his spouse and dependent children, more than 2% of the equity shares of the Company, except Mr. Sanjay Labroo.

Industrial Relations

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

Acknowledgement

The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.

Your Directors acknowledge with gratitude the encouragement and support extended by our valued Members.

On behalf of the Board of Directors

Place : Gurgaon B. M. Labroo

Dated : 16th May, 2011 Chairman


Mar 31, 2010

The Directors are pleased to present their 25lh Report along with the audited accounts of the Company for the year ended 31st March, 2010.

Financial Performance

(Rs. Lakhs) 2009-10 2008-O9 Gross Turnover 1,42,971 1,35,398 Net Turnover l,26,275 1,21,821 Other Income 5,485 1,154 Total Income 1,29,658 1,22,975 Operating Profit (PBDIT) 25,052 14,206 Gross Profit (PBDT) 12,269 1,773 Profit/(Loss) Before Tax (.179) (9,576) Profit/(Loss) After Tax 126 (4,060) Balance Carried to Balance Sheet 6,333 6,210

Performance Overview The performance of the Company during 2009-10 was well on the projected recovery track. The strong macro environment, especially the huge upsurge of demand in the automotive sector, has further helped your Company to gather stronger momentum. Further the Look Within initiatives of the management also resulted in generating greater operating efficiencies.

As a result of the above, in 2009-10 the net sales of the Company increased 3.65% from Rs. 1,21,821 lakhs in 2008-09 to Rs. 1,26,273 lakhs in 2009-10. Operating profit has increased 76.35% from Rs. 14,206 lakhs in the previous year to Rs. 25,052 lakhs in 2009-10. The Company posted profit after tax (PAT) of Rs. 123 lakhs as against a loss of Rs. 4,060 lakhs in the previous year.

A detailed analysis of Companys operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this Annual Report.

Subsidiaries

The two subsidiaries of your Company-AIS Glass Solutions Ltd. and Integrated Glass Materials Ltd. carried on smooth operations during the year. Integrated Glass Materials Ltd. is in the process of ramping up its operations.

In terms of approval granted by the Central Government under Section 212(8), of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors, of the subsidiaries of your Company - AIS Glass Solutions Limited ("GS") and Integrated Glass Materials Limited ("IGML"), have not been attached with the Balance Sheet of AIS. Further, pursuant to Accounting Standards (AS-21) Consolidated Financial Statement presented by your Company includes the financial results of GS and IGML duly audited by the statutory auditors. These consolidated financial statements have been prepared in strict compliance with the applicable accounting standards and listing agreement. However, the particulars of both the subsidiary companies, as directed by the Central Government in its above exemption, is attached along with statement as required under section 212 of the Companies Act, 1956.

This approval was solely sought for the purpose of substantial savings on printing and dispatch costs of this Annual Report. The Company hereby assures that the annual accounts of the subsidiary companies and related detailed information shall be made available to the investors seeking such information at any point of time. Further the annual accounts of the subsidiary companies are kept open for inspection by investors at the Corporate Office of AIS as well as at the registered offices of the subsidiary companies during working hours. The Company shall dispatch a hard copy of the details of accounts of the subsidiary companies to any shareholder on request. Further, the Company regularly files such data to the various regulatory and government authorities as required.

Further, the accounts of the subsidiary companies are also available for inspection at the corporate website of the Company - www.asahlilndla.com.

Awards

Your Directors take pleasure in reporting the following awards/recognitions received by your Company during the year:

From Award Maruti Suzuki India Ltd. Certificate of Appreciation Vendor Performance Award Gold Category Manufacturing Excellence Award Toyota Kirloskar Motors Ltd. Achieving Target of Quality Achieving Target of Delivery Whirlpool of India Ltd. Best Supplier Award Gold Category Tata Motors Ltd. Cost Efficiency Award Mahindra & Mahindra Ltd. First Prize for Lowest PPM First Prize for Best Delivery/ Logistics Automotive Components Excellence Award Manufacturers Association Bronze Medal (ACMA)

Consolidated Financial Statements

As required pursuant to the applicable Accounting Standards, the Consolidated Financial Statements of AIS are attached herewith and form part of the Annual Report and Accounts.

Dividend

In view of the financial performance of your Company during 2009-10, your Directors have not recommended any dividend for the financial year 2009-10.

Directors

During the year, the existing tenure of Mr. KeizaburoKojima, Whole-time Director of the Company, nominated by Asahi Glass Co. Ltd. (AGC), Japan expired on 11th August, 2009. Consequent thereto, AGC nominated Mr. Hideaki Nohara as Whole-time Director on the Board of Directors of the Company, being designated as Dy. Managing Director & C.T.O. (Auto). Accordingly, Mr. Nohara has been appointed as Whole-time Director on the Board of the Company in place of Mr. K. Kojima with effect from 12th August, 2009.

The above has been duly approved by the Shareholders of the Company by way of passing of special resolution through the Postal Ballot on 9th October, 2009. Further, your Company has already applied for the requisite approval under the provisions of the Companies Act, 1956 to the Central Government to this effect.

Pursuant to the provisions of Section 260 and Article 73 of the Articles of Association of the Company, Mr. Nohara holds office up to the date of ensuing Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a member proposing the candidature of Mr. Hideaki Nohara as Director of the Company.

Consequent upon resignation of Mr. Masayuki Kamiya from the Board of Directors of the Company with effect from 21st January, 2010, AGC has nominated Mr. Marehisa Ishiko as Director in place of Mr. Masayuki Kamiya. Mr. Ishiko was appointed as Additional Director of the Company on the Board of Directors of the Company with effect from 21st January, 2010.

The Board places on records, its sincere appreciation for valuable contributions of the Directors who resigned during the year.

In terms of the provisions of Section 256, read with Section 255 of the Companies Act, 1956 and Article 70 of the Articles of Association of the Company, Dr. Surinder Kapur, Mr. Rahul Rana and Mr. Shinzo Nakanishi, Directors, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The necessary resolutions for obtaining approval of the Members have been incorporated in the notice of the ensuing Annual General Meeting. The requisite disclosures regarding appointment and re-appointment of Directors have been made in the Report on Corporate Governance, which forms part of the Directors Report.

Listing

The equity shares of your Company continue to be listed at the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

The Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2010-11.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that :

i. in the preparation of annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit/loss for the period from 1st April, 2009 to 31st March, 2010.

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the annual accounts for the financial year ended 31st March, 2010 have been prepared on a going concern basis.

Corporate Governance

A separate report on corporate governance along with General Shareholders Information, as prescribed under the Listing Agreement, is annexed as a part of this Report along with the Auditors Certificate on corporate governance.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Auditors and Auditors Report

M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956.

The observations of the Auditors in the Auditors Report are explained, wherever necessary, in the appropriate Notes to the Accounts.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure "A", forming part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure B to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Members of the Company excluding the aforesaid information. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office or the Corporate Office of the Company. The said information is also available for inspection at the Corporate Office during working hours up to the date of the Annual General Meeting.

None of the employees listed in Annexure B is a relative of any Director of the Company.

None of the employees listed in Annexure B hold, either by himself or alongwith his spouse and dependent children, more than 2% of the equity shares of the Company.

Industrial Relations

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

Acknowledgement

The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.

Your Directors acknowledge with gratitude the encouragement and support extended by our valued Members.

On behalf of the Board of Directors Place : Gurgaon B. M. Labroo Dated : 14th May, 2010 Chairman

 
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