Home  »  Company  »  Triveni Glass L.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Triveni Glass Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors of Your Company hereby present 44th Annual Report for the Financial Year ended on 31st March 2015 together with the Audited Statement of Accounts for the said Financial Year.

FINANCIAL RESULTS

Financial summary for the Financial Year ended on 31st march 2015 is given below:

(Figs in Rs. Lacs)

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

Net Income from operations 4530.40 5181.29

Other Income 562.30 45.72

Total Income 5092.70 5227.01

Expenditure 5616.40 4272.88

PBIDT ( 523.70) 954.13

Depreciation 492.22 149.13

Interest 260.71 132.68

Net Profit / Loss (1276.63) 672.32

Exceptional Items (Exchange 700 5.49 Rate Fluctuation)

Net profit from ordinary Activities (576.63) 666.83

EPS (4.57) 5.28

Financial Performance

The Financial Performance of the company during the period under reporting was not too good specially on account of the fact that only one plant was in operation throughout the year as the second plant could not be operated due to non availability of gas. As a result the revenue from operations fell from Rs 5181.29 lacs to Rs 4530.40 lacs during the current year. The overall operation of the plant was satisfactory as it achieved a yield of nearly 80% during the year much of it was contributed by the high yield of 86.01% achieved during the last quarter of the financial year. The company was able to liquidate substantial portion of its stocks and thereafter achieved a sales volume of Rs 119.77 lacs square meter on 1 MM basis against production of Rs 112.83 lacs square meter.

Against a net profit of Rs 666.83 lacs made last year there is a loss of Rs 576.63 lacs during the current financial year mainly on account of additional fuel bill of nearly Rs 400 lacs during the period October, November and 1st week of December 2014 wherein there was no gas supply to the plant from GAIL and hence company had to procure furnace oil at market rates. This also affected the productivity during the quarter. Besides the above there has been major increase in cost of Rs 343 lacs on account of depreciation charged for the current year due to changes in the mode of calculating depreciation as per the provisions of Companies Act 2013. There was a further impact on account of reduction in inventories of Rs 382 lacs while last year the same had increased by Rs 583 lacs. Due to slackness of demand during the first and second quarter of the year and also on account of slight decline in market prices the realization was poor in the first two quarters but the same picked up in the later part of the year and the company finished the year with good realization. The exports during the year were Rs 173.22 lacs as compared to Rs 232.22 lacs in the previous year. The company did not import any further material for trading due to the past bad experience and only tried to sell the stocks in hand and was successful in selling glass worth Rs 11.64 lacs during the year.

PRODUCTION & SALES

Production

The production figures for the Financial Year is as follows

(Figure in Lac Sq. mtr.)

Product Location Financial Year 2015

Figured & Wired Glass Rajahmundry 56.40

Product Financial Year 2014

Figured & Wired Glass 67.01

The production during the year was much lower than last year due to operation of only one plant during the year. The Plant No 1 remain closed for most parts of the year however due to better capacity utilization and better yield the production level during the year was reasonable. The company could not restart new plant due to shortage of natural gas.

Sales

The sales during the year were good as the company besides being able to sell the full production was able to liquidate substantial quantity of stocks, however the export sales were lower due to lack of export orders.

(Figures in lacs Sq. Mtr)

Product Financial Year-2015 Financial Year-2014

Sheet and Float Glass - -

Figured & Wired Glass 59.90 62.70

CAPITAL EXPENDITURE:

The Company incurred Capital Expenditure of Rs 218.08 lacs during the year which was mainly on account of certain additions to the sand and finished goods godown and capitalization of civil expense on Allahabad plant on account of mirror plant which was not capitalize earlier as the Plant and machinery was not installed.

COST REDUCTION & PRODUCTIVITY IMPROVEMENT

Your Company has in place appropriate systems to monitor cost incurred in different areas of operation. Several initiatives have been taken to further reduce cost at all level of operation at Company's Rajahmundry Plant wherein significant savings in Manpower and energy costs have been achieved.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs. 200000000 and Subscribed & Paid up share capital is Rs. 126290000. There was no change in the share capital made during the year under review.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

ANNUAL RETURN

Information pursuant to Section 134 (3) (a) of the Companies Act, 2013, the extract of Annual Return as provided under sub - section (3) of Section 92 is given in the Annexure 1 to this Report.

DIRECTORS & MEETINGS

Information pursuant to Section 134 (3) (b) of the Companies Act, 2013, the Board of Directors at present consists of Mr. Jitendra Kumar Agrawal, Managing Director, Mr. Anil Kumar Dhawan Director (Finance) and Independent Directors namely Mr. Peeyush Kumar Kesharwani and Mrs Jyoti Agarwal. The details of Meetings of the Company held in the year are given in Corporate Governance Compliance Report

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 134 (3) (c) of the Companies Act, 2013 regarding the Directors' Responsibility Statement, it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31st 2015 and of the profit or loss of the Company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Statement pursuant to Section 134 (3) (d) of the Companies Act 2013 read with section 149 (6) of Companies Act 2013 is given in the Annexures 2,& 3 to this Report.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT & REMUNERATION

Information pursuant to Section 134 (3) (e) of the Companies Act, 2013 read with subsection (3) of Section 178 is given under Corporate Governance Compliance Report.

AUDITORS & AUDITORS' REPORT

The Auditors, M/s. Amit Ray & Co., Chartered Accountants, the existing statutory Auditor of the Company retire at the forthcoming, Annual General Meeting and being eligible, offer themselves for reappointment. The said Auditors have given consent for the appointment furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint Amit Ray & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of next .

EXPLANATION TO THE AUDITORS' QUALIFICATION

As required under section 134 (3) (f) of the Companies Act, 2013, explanation or comments by the Board on qualification, reservation and adverse remark made by the Auditors

1. Qualification under points (vii) (a) & (b) of the Annexure to the Auditors Report.

Auditor has qualified that Company has not paid the statutory dues as mentioned under the said point.

As informed to all that Company is a sick Company and has been in struggling phase. However the company has since deposited the contributions towards Family Pension except the damages amount for which it has filed an appeal before the PF Commissioner, New Delhi for being waived off. The company has cleared substantial amount of the other statutory dues during the year as a result the same came down from Rs.302.19 lacs as on 31.3.2014 to Rs 198.11 lacs as on 31.3.2015. The company is hopeful of clearing the balance dues during the year 2015-16.

Further regarding the disputed amounts pending before various authorities, the liability was Rs.6351.21 lacs. In the major case involving Rs. 4193 lacs our appeal before Central Excise Tribunal, New Delhi was still pending. Against the remaining cases the company has filed necessary appeals before the competent authorities and the same are pending for decision. As regards point (xi) our comments are given in the Auditors report itself.

2. Qualification under point (ix) of the Annexure to the Auditors Report.

The Company replies to the Auditors Note on defaults to SASF and Institution Bankers is give in note itself.

Cost Auditor's details

The Central Government has approved the appointment of M/s Shishir Jaiswal & Co. Cost Accountants as Cost Auditors for conducting Cost Audit of the Company for the Financial Year 2014-15. The due date for filing the Cost Audit Reports for the Financial Year ended 31st March, 2015 is 30th December 2015.

The due date for filing the Cost Audit Report of the Company for the Financial Year ended 31st March, 2014 was 30th September,2014 and the Cost Audit Report was filed by the Cost Auditor M/s Shishir Jaiswal & Co Cost Accountants, on 28th November 2014 in XBRL Mode as mandated by the Ministry of Corporate Affairs vide their circular no. 8/2012 dated 10th May, 2012.

SECRETARIAL AUDITORS

The Board of Directors of the Company have appointed Mr. Samrendra Roy, Practicing Company Secretary , as the Secretarial Auditor of the Company for the financial year 2014-15, in terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Audit is annexed herewith as Annexure 4 and forms an integral part of this Report. The comments mentioned in Secretarial Audit Report are self explanatory

RELATED PARTY TRANSACTIONS

Information pursuant to Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 5 to this Report.

Corporate

Information pursuant to Section 134 (3) (i) of the Companies Act, 2013, the states of companies affairs are given below

NOTICES & APPEALS

Appeals

As informed to the members that the Company is before BIFR for rehabilitation as a part of rehabilitation it was proposed to sell the Allahabad plant so as to settle the dues of the workers and Institutions and Bankers from the Sale process of the plant BIFR set up a Asset Sale Committee and made IDBI New Delhi the operating Agency to take the sale proceeds forward but for some reasons the sale of Allahabad plant could not materialize, in the mean time BIFR took a view that as there is no progress in the case, they ordered for winding up of the company. The Company being aggrieved filed an appeal before AAIFR to restrain BIFR from winding up of the company and subsequently the company filed an appeal for delisting from BIFR, however as SASF withdraw the OTS package the company could not get itself delisted from BIFR. The company also filed an appeal before BIFR requesting them to direct SASF to restore the OTS Package and also not to take any action against the company for recovery of their dues till the winding up notice is adjudicated by the AAIFR Board. However BIFR did not consider our request and dismissed our appeal. The company filed an appeal before AAIFR who have directed BIFR to consider our appeal a fresh in light of the submission made by us.

Debt Restructuring

As mentioned in the last Annual Report that SASF had served a notice under section 13(2) of the Securitization and Reconstruction of financial Assets and Enforcement of Security Investment 2001 on the company in April 2013, but the company was successful in arriving at a OTS settlement with SASF in Oct 2013, for a sum of RS 3550 lacs. The company in right earnest and inspite of the Allahabad Plant not being sold was able to arrange and pay SASF a sum of Rs 1155 lacs by 31.01.2015, but as the company had not been able to pay the full amount as per terms of OTS, SASF choose to withdraw the OTS package vide its letter dated 09.02.2015. We have requested them to restore the package and have also take up the matter with BIFR/AIFR to prevail upon SASF to Restore the package as the delay in making the payment has not been due to any fault of the company, but that of the Asset Sale Committee constituted by the operating agency, IDBI Bank, New Delhi, who have not been able to sell the Allahabad Plant and have delayed the process forcing SASF to withdraw the package. We are hopeful that once we are able to locate a suitable buyer for the plant we shall be able to negotiate and clear the SASF dues.

SBI Bank

The company has paid the full principal amount of Rs 1489 lacs by March 2014 and only the interest for the delay period amounting to Rs 327 lacs was outstanding to be paid. The company has paid a further sum of Rs 80 lacs against the same and is making regular payments to them and is confident to clear the balance amount once the buyer for Allahabad plant is found.

CANARA Bank

As mentioned in the last Annual report that a settlement at Rs 590 lacs had been arrived at with them but subsequently their Head office have not approved the OTS and asked for substantial improvement in the package. We have written to them that as the package was once finalized and we also have made payment of Rs 59 lacs against the same they should accepts the same. Till 31.03.2015 no headway could be made on this, but in May 2015 after a lot of persuasion and discussion we were able to arrive at a revised settlement of Rs 610 lacs. The sanction letter is awaited.

HUMAN RELATIONS

The company on the basis of the agreement arrived of with the workers in December 2014 took of the job of settling their dues and till 31.03.2015 and a sum of Rs 800 lacs had been paid to them and the process was on and will aim to settle dues of all the workers by July - August 2015 . The Human relations of the company at Rajhmundary unit remained cordial during the year.

ENVIRONMENT AND SAFETY

A lot of emphasis is placed on occupational, environment, health and safety of the employees of the Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much greener environment has been created by using waste water and only those plants have been planted which make the environment clean and dust free. The Company recognizes employees' safety and is always inclined to improve on such standards.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members of the Company are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders' expectations while continuing to comply with the mandatory provisions of corporate governance and it has been endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit.

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

RESERVE & SURPLUS

Information pursuant to Section 134 (3) (j) of the Companies Act, 2013 is that the Company has incurred loss during the current year of Rs 576.63 lacs as a result the accumulated losses of the company increased from Rs 10917.68 lacs to 11494.31 lacs at the end of the year 31.03.2015.Captal Reserves of the company stood a Rs 221.86 lacs and Security Premium Account was Rs 4408.75 lacs.

DIVIDEND

Information pursuant to Section 134 (3) (k) of the Companies Act, 2013, in the view of huge accumulated losses in the balance sheet of your company and considering the fact that the company is in the stage of recovery from a sick company your directors are not in a position to recommend any dividend for the financial year ending March 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 6 to this Report.

RISK MANAGEMENT POLICY

Information pursuant to Section 134 (3) (n) of the Companies Act, 2013 is given in the Annexure 7 to this Report

CSR REPORT

Information pursuant to Section 134 (3) (o) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 8 to this Report

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

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


Mar 31, 2014

Dear Stakeholders,

The Board of Directors of Your Company hereby present 43rd Annual Report for the Financial Year ended on 31st March 2014 together with the Audited Statement of Accounts for the said Financial Year.

FINANCIAL RESULTS

Financial summary for the Financial Year ended on 31st march 2014 is given below:

(Figs in Rs. Lacs) PARAMETERS F.Y. 2013-2014 F.Y. 2012-2013

Net Income from operations 5181.29 5502.03

Other Income 45.72 267.34

Total Income 5227.01 5769.37

Expenditure 4554.69 5695.77

PBIDT 954.13 330.05

Depreciation 149.13 144.44

Interest 132.68 112.01

Net Profit / Loss 672.32 73.60

Exceptional Items (Exchange 5.49 3.71

Rate Fluctuation)

Net profit from ordinary Activities 666.83 69.89

EPS 5.28 0.59

Financial Performance

Financial Performance of the Company during the period under reporting was better than previous year if seen from in terms of profitability yet the total income for the period declined to Rs. 5227.01 Lacs in comparison to Rs. 5769.37 Lacs in the previous accounting year. During the current year Company has registered approximately 9 times increase in the Profit and 8 times increase in the Earning per share. The net profit for the year under review was Rs. 666.83 against the profit of Rs. 69.89 Lacs during the previous year.

The net income from the operations was Rs. 5181.29 which was 5.83% lower than the net income for the previous accounting year. Other income for the period has declined by approximately 83%. The decrease in the income from operation was due to decrease in the demand on account of slow dwon. The total expenditure for the period under review decreased by 24.66% however depreciation and finance cost increased by 3.46% and 18.45%. The increase in the depreciation was due extra depreciation charged on additions of Rs. 182.4 Lacs made during the year in machinery and furniture. The finance cost increased on account of increase in borrowings.

PRODUCTION & SALES

Production

The production figures for the Financial Year is as follows

(Figure in Lac Sq. mtr.)

Product Location Financial Year 2014 Financial Year 2013

Figured & Wired Rajahmundry 67.01 67.43 Glass

The production of Wired Glass decreased by 3.35% the running unit of the Company at Rajahmundry showed no improvement due to the closure of G II Plant for more than six months during the year and also due to lower capacity utilization of the plants due to slowdown in demand.

Sales

The sales volume at Rajahmundry during the year dropped on account of slowdown in demand and entry of new players with additional capacities.

(Figures in lacs Sq. Mtr) Product Financial Year-2014 Financial Year-2013

Sheet and Float Glass - -

Figured & Wired Glass 62.70 69.80

The exports during the year increased by 77.42% to Rs. 232.12 Lacs as compared to Rs. 130.83 Lacs during the previous year.

CAPITAL EXPENDITURE:

The Company incurred Capital Expenditure of Rs 172 lacs during the year mainly on account of re- fabricating of the GII Plant which had outlived its life and it had become mandatory to carry out major repairs and rebuild the furnace so as to bring the plant back into production.

COST REDUCTION & PRODUCTIVITY IMPROVEMENT

Your Company has in place appropriate systems to monitor cost incurred in different areas of operation. Several initiatives have been taken to further reduce cost at all level of operation at Company''s Rajahmundry Plant wherein significant savings in Manpower and energy costs have been achieved.

DIVIDEND

In the view huge accumulated losses in the balance sheet of your company and considering the fact that company is in the stage of recovery from the sick Company Your Directors are not in a position to recommend any Dividend for the Financial Year ending March, 2014.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs. 200000000 and Subscribed & Paid up share capital is Rs. 126290000. There was no change in the share capital made during the year under review.

RESERVE & SURPLUS

Company has incurred huge losses in the past and the accumulated losses in beginning of the year was Rs. 11584.1 Lacs and at the end of the Financial were Rs. 10917.68 Lacs. Capital reserves of Company stood at Rs. 221.86 and Security Premium Account was at Rs. 4408.75 Lacs.

DIRECTORS

The Board of Directors at present consists of Mr. J.K. Agrawal Managing Director, Mr. A.K. Dhawan Director (Finance), and three Independent Directors namely Dr. Kamlesh Narain Agarwala, Mr. Ashoka Kumar Rastogi and Mr. Peeyush Kumar Kesharwani.

In accordance with the requirements of the Companies Act, 2013 and the Company''s Articles of Association, Mr. J.K Agrawal the Mnaging Director of the Company who not retire by rotation and being eligible to offer himself for reappointment is proposed to be re-appointed at the ensuing Annual General Meeting.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. K.N Agarwala, Mr. A.K Rastogi and Mr. P.K Kesharwani as Independent Directors of the Company. The Companies Act, 2013 provides for appointment of Independent Directors. Section 149(10) of the Companies Act, 2013 (effective April 1, 2014) provides that Independent Directors shall hold the office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a Special Resolution by the Shareholders of the Company.

At Triveni Glass Limited, the Independent Directors were not appointed as the directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors. Further in terms of revised clause 49 of the Listing Agreement which shall be effective from 1st Day of October 2014 existing Independent Director who have been on the Board of the Company for 5 years or more may be appointed for a term of 5 consecutive years by passing special resolution at the Meeting of Shareholders of the Company. Therefore it is proposed to re-appoint Independent Directors not to retire by rotation and also to fix their tenure. Resolution in respect of this has been placed in the notice to the Annual General Meeting. Brief resume of Director proposed to be appointed, nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

AUDITORS & AUDITORS'' REPORT

The Auditors, M/s. Amit Ray & Co., Chartered Accountants, the existing statutory Auditor of the Company retire at the forthcoming, Annual General Meeting and being eligible, offer themselves for reappointment. The said Auditors have given consent for the appointment furnished the Certificate of their eligibility for re-appointment.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint Amit Ray & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of next

Explanation to the Auditors'' Qualification

3. Qualification regarding Depreciation under point No. 2 of the Auditors Report of even date Auditor has qualified that Depreciation amounting to Rs.647.15 lacs has not been provided in accounts for Float Glass Plant.

In this regard Your Directors explained the auditor that the Float Glass Plant was under closure since September 2006 therefore the Depreciation was not provided.

4. Qualification under points (ix) (a) & (b) of the Annexure to the Auditors Report.

Auditor has qualified that Company has not paid the statutory dues as mentioned under the said point. As informed to all that Company is sick Company and has been in struggling phase the company has since deposited the contributions towards Family Pension except the interest and damages. The company has cleared substantial amount of the other statutory dues during the year as a result the same came down from Rs.492 lacs as on 31.3.2014 to Rs.302 lacs as on 31.3.2014. The company is hopeful of clearing the balance dues during the year 2014-15.

Further regarding the disputed amounts pending before various authorities, the liability was Rs.6463.34 lacs. Our appeal before Central Excise Tribunal, New Delhi was still pending. Against the remaining cases the company has filed necessary appeals before the competent authorities and the same are pending for decision. As regards point (xi) our comments are given in the Auditors report itself.

Cost Auditor''s details

The Central Government has approved the appointment of M/s Shishir Jaiswal & Co. Cost Accountants as Cost Auditors for conducting Cost Audit of the Company for the Financial Year 2013-14.

The due date for filing the Cost Audit Reports for the Financial Year ended 31st March, 2014 is 30th September, 2014.

The due date for filing the Cost Audit Report of the Company for the Financial Year ended 31st March, 2013 was 30th September,2013 and the Cost Audit Report was filed by the Cost Auditor M/s Shishir Jaiswal & Co Cost Accountants, on 30th November 2013 in XBRL Mode as mandated by the Ministry of Corporate Affairs vide their circular no. 8/2012 dated 10th May, 2012.

NOTICES & APPEALS Appeals

As informed to the members in the last Annual Report, that the Company on the appeal filled by the Company AIFR ordered the BIFR to constitute a Asset Sale Committee to sale the Allahabad plant however due to various reasons the asset sale committee could not be constituted and, therefore the sale could not take place. Similarly in case of SBI the company successfully got the scheme extended to 15.3.2014 and cleared the principal dues and now as at 31.3.2014 only the interest balance of Rs.327 lacs are due. As regards Canara Bank with great difficulty we were able to get a OTS scheme sanctioned for Rs.590 lacs which needs to be paid by June 2014, but their formal approval letter is awaited.

Debt Restructuring

Company has received a notice under section 13 (2) of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest 2002 given by SASF in April 2013. The company with great efforts was able to get OTS scheme sanctioned from SASF in October 2013, with additional interest for the period of delay and fixed Rs.3550 Lacs as the total amount to be paid by the company by November 2, 2013. However, as we could not pay the amount by the date, and we requested SASF to allow us further time to settle the dues. The notice issued under section 13(2) in April 2013 by SASF is in abatement in view of the revised OTS scheme sanctioned by them.

Further State Bank of India had given OTS package to Company which was valid till 30th November 2012. On expiry of the period, they had indicated that the package will be withdrawn. However on follow- up with them, they extended the package upto March 2013 and further upto March 2014. The Company was able to settle and pay their principal dues of Rs.1489 lacs in full by January 2014 and requested them to allow us time to pay the balance interest dues of Rs. 327 lacs by April 2014 end. The company was eventually able to arrive at OTS settlement with Canara Bank in March 2014 at Rs.590 lacs which is payable by June 2014. The Bank''s formal sanction letter is awaited.

As mentioned earlier with a buyer being found and with revival of talks with SASF, SBI and Canara Bank, the management expects the settlement of dues of the Institutional / Bankers to take place soon.

HUMAN RELATIONS

As mentioned earlier, the company has decided to settle the legitimate dues of the Allahabad plant workers to avoid any dispute with them and a number of workers have taken their full and final dues. The company would be in a position to settle the dues of all the workers once the sale of Allahabad plant is finalized. The human relations at the company''s Rajahmundry unit remained cordial.

ENVIRONMENT AND SAFETY

A lot of emphasis is placed on occupational, environment, health and safety of the employees of the Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much greener environment has been created by using waste water and only those plants have been planted which make the environment clean and dust free. The Company recognizes employees'' safety and is always inclined to improve on such standards.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members of the Company are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of corporate governance and it has been endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of the Directors) Rules, 1988 is given in the Annexure to this Report.

PARTICULARS OF EMPLOYEES

During the period under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors'' Responsibility Statement, it is hereby stated:

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

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31st 2014 and of the profit or loss of the Company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

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

Allahabad – 211001 (U.P.) Sd/- J.K. Agrawal Place: Allahabad Managing Director Date: 30.08.2014 DIN: 00452816


Mar 31, 2013

TO THE MEMBERS,

The Directors hereby present their 42nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

As informed to the members in the last Annual report, the Company had sold its Meerut unit and settled part of the dues of Institutions and Banks. In order to repay back the balance dues of the Institutions and Banks, it was decided to sell off the Allahabad unit of the Company. BIFR initially agreed to the proposal and appointed an Operating Agency M/s IDBI Bank Ltd, New Delhi. The Operating Agency was given the task of constituting an Assets Sales Committee which would handle the sale of the Allahabad Plant. The Assets Sales Committee floated tenders twice for sale of the plant, but for some reason or the other, the sale could not materialize. As in subsequent BIFR meetings, no headway could be made in putting-up the unit for sale for a third time, the company decided to file a fresh MA before the BIFR requesting them once again to give permission for sale of the plant in lots or as a whole. The Misc Application before BIFR came up for hearing on 10.05.2012 wherein BIFR passed orders detrimental to the interest of the Company and therefore the company had no option but to file an appeal before the Hon''ble AIFFR seeking stay of the BIFR order and permission for sale of the Allahabad unit.

In the meantime, a number of buyers have come forward to buy the Plant and Machinery and the Plant as a whole which will help the company to finalize the sale once we get the necessary permission for sale.

After a lot of follow up even at High Court Level as the AAIFR Board had been dismantled , we were eventually able to get a favourable order from Hon''ble AIFFR on 19.3.2013 wherein they remanded back our case to BIFR for reconsideration. BIFR on 21.3.2013 accepted the recommendation of AIFFR and passed orders to Operating Agency to take steps for sale of the Allahabad Plant as per BIFR guidelines .The Operating Agency has started the process for reconstituting the sale committee ,etc.

In the mean while SASF on 16.4.2013 gave Notice under section 13(2) of the Securitisation and Reconstruction of the Financial Assets 8t Enforcement of Security Interest Act, 2002. The company is in talks with SASF for extension of the OTS scheme and things should materialize soon.

The salient features of the Company''s performance in different areas during the year are given below

1 FINANCIAL RESULTS :

2013 2012 Rs. In Rs. In Rs. In PARAMETERS: Rs. In lakhs lakhs lakhs lakhs

Income from Sales & Other Income: 6397.82 5384.69 lncrease/(decrease) in Finished good

stocks: 76.64 25.39

Net Income: 6321.18 5355.78

PBIDT 331.50 31.33

Depreciation 144.14 134.90

Interest 112.01 84.86

Net Profit (-) Loss 75.05 (188.43)

Cumulative Loss:

Balance as per last Account (11654.40) (11392.77)

Previous years Adjustment (5.16) (73.02)

Adjustment of Provision of deferred tax Loss carried to Balance Sheet (11584.51) (11654.22)

2 PRODUCTION :

The production figures in the constituent units of the Company are given below: The production at Rajahmundry showed no improvement due to closure of Gil plant for cold repairs for 4 months and then closure of Gl plant in Febi2 for cold repairs.

Figures in lakh sq. mtr. on 2 mm basis

Product Location 2013 2012

Sheet Glass Allahabad

Figured & Wired Glass Rajahmundry 69.33 70.15

3. MARKETING/SALES

The volume of sales handled by the Company in different product segments is indicated as below.

The sales volume at Rajamundry was more or less same as last year due to no improvement in production.

Figures in lakhs Sq. Mtr. Product Quantity Sold

2013 2012

Sheet & Float Glass (2mm)

Figures & Wired Glass (3mm) 69.80 69.59

In financial terms, exports during the year were to Rs. 130.83 Lacs compared to Rs. 160.12 lacs during the previous year.

4. DIVIDEND:

Your Directors are not in a position to recommend any Dividend for the Financial Year ending March, 2013 due to accumulated losses of the company.

5. CAPITAL EXPENDITURE:

The Company incurred Capital Expenditure of Rs 385.84 lacs during the year mainly on account of refabricating of the Gl Plant which had become very old and required major repairs.

6. DEBT RESTRUCTURING:

As informed earlier, IDBI had sanctioned an OTS package which was valid till February 2011 and on request of the company had extended the package upto July 2011. However the sale of Allahabad plant could not materialize. IDBI withdrew the OTS package in October 2011. The Company again approached IDBI for revival of the package by allowing extension of time upto March 2013, but IDBI did not consider our request and in fact has given the Company a Notice under section 13(2) of the Securitisation Act. The company is in talks with SASF for extension of the OTS scheme and we expect things to materialize soon.

As regards SBI , they had given OTS package which was valid till 30th November 2012. On expiry of the period, they had indicated that the package will be withdrawn. However on follow-up with them, they extended the package upto March 2013.We have again requested them to extend the package for a further period of 6 months as now with the BIFR permission for sale we can sell the plant and pay off their dues.

As regards Canara Bank, they did not approve any of our OTS proposals, but in the BIFR hearing held on 21.3.2013 they have agreed that the sale proceeds of Allahabad Plant be deposited in a ''No Lien'' Account and disbursed to all the stake holders as per directions of BIFR.

As mentioned earlier with a buyer being found and revival of talks with SASF & SBI, the management expects the matter to be resolved soon.

7, AUDITORS'' REPORT:

As regards point No. 2 of the Auditors Report of even date, Depreciation for the Float plant has not been provided since September 2006 as the same was under closure. As regards point no. 3, as SBI has already extended their OTS proposal till 31.3.13 and we have requested for further extension of 6 months time from them and we are in talks with SASF to extend the OTS package, and as also in the company''s Debt restructuring scheme submitted to BIFR the company has requested for waiver of interest on all institutional/Bank loans and on all others statutory dues, no interest has been provided during the year. As regards points (ix) (a) & (b) of the Annexure to the Auditors Report of even date, the company could not deposit the contributions towards Family Pension and all other statutory dues due to paucity of funds and due to the Allahabad Plants remaining closed and Rajahmundry unit facing fund crunch. However, the company was able to settle some of the Statutory dues during the year and is in the process of paying the remaining statutory dues from the present surplus and eventually from the sale proceeds of Allahabad unit. As regards the disputed amounts pending before various authorities, the liability again went up to Rs.6391.29 lacs with the Commissioner Central Excise Allahabad reconfirming demand of Rs 2296 lacs with penalty. We have filed an appeal before Central Excise Tribunal, New Delhi. Against the remaining cases the company has filed necessary appeals before the competent authorities and the same are pending for decision.

8. COST REDUCTION & PRODUCTIVITY IMPROVEMENT:

Your Company has in place appropriate systems to monitor cost incurred in different areas of operation. Several initiatives have been taken to further reduce cost at all level of operation at Company''s Rajahmundry Plant wherein significant savings in Manpower and energy costs have been achieved.

9. HUMAN RELATIONS:

As mentioned earlier, the company has decided to settle the legitimate dues of the Allahabad plant workers to avoid any dispute with them and a number of workers have taken their full and final dues. The company would be in a position to settle the dues of all the workers once the sale of Allahabad plant is finalized. The human relations at the company''s Rajahmundry unit remained cordial.

10. DIRECTORS:

The Board of Directors at present consists of Mr.J.K.Agrawal Managing Director, Mr.A.K.Dhawan Director (Finance), and three Independent Directors namely Dr.Kamlesh Narain Agarwala, Mr.Ashoka Kumar Rastogi and Mr.Peeyush Kumar Kesharwani.

The Company has greatly benefited from induction of these Independent Directors and with their joining, the Audit Committee for the Board of Directors and the Remuneration Committee have been reconstructed and their meetings are held regularly.

11. AUDITORS:

The Auditors, Messrs Amit Ray & Co., Chartered Accountants, retire at the forthcoming, Annual General Meeting and being eligible, offer themselves for reappointment.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of the Directors) Rules, 1988 is set out in statements hereto and form part of this report.

13. ENVIRONMENT AND SAFETY:

A lot of emphasis is placed on occupational, environment, health and safety of the employees of the Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much greener environment has been created by using waste water and only those plants have been planted which make the environment clean and dust free. The Company recognizes employees'' safety and is always inclined to improve on such standards.

14. DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to any material departure.

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for that period.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

15. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Corporate Governance and Management Discussion and Analysis Report are set out as separate Annexures to this Report.

Place: Allahabad On behalf of the Board

Date: The 29th Day of May 2013 Mr.J K Agrawal

Managing Director

Mr.A K Dhawan

Director Finance

Dr.Kamlesh Narain Agarwala

Director

Mr.Ashoka Kumar Rastogi

Director

Mr.Peeyush Kumar Kesharwani

Director


Mar 31, 2012

TO THE MEMBERS,

The Directors hereby present their 41st Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

As informed to the members in the last Annual report that the Company had sold its Meerut unit and settled part of the dues of Institution and Bankers. In order to repay back the balance dues of the Institutions and Bankers it was decided to sell off the Allahabad unit of the Company. BIFR initially agreed to the proposal and appointed an Operating Agency M/s IDBI Bank Ltd, New Delhi. The Operating Agency was given the task of constituting an Assets Sales Committee which would handle the sale of the Allahabad Plant. The Assets Sales Committee floated tenders twice for sale of the plant, but for some reason or the other the sale could not materialize. As in subsequent BIFR meetings no headway could be made in putting-up the unit for sale for a third time, the company decided to file a fresh MA before the BIFR requesting them once again to give permission for sale of the plant in lots or as a whole. The Misc Application came up for hearing on 10.05.2012 wherein BIFR passed orders detrimental to the Interest of the Company and therefore the company had no option but to file an appeal before the Hon'ble AIFFR seeking stay of the BIFR order and permission for sale of the Allahabad unit.

The case is listed for hearing 01.11.2012 wherein we expect to get a favourable decision in our favour.

In the mean time a numbers of Buyers have come forward to buy the Plant and Machinery and the plant as a whole which will help the company to finalize the sale once we get the necessary permission for sale.

The company's case before Supreme Court pertaining to 50 workers of Plant 1 covered under the Arbitration award is also moving in favour of the company and we expect a favourable decision on 29.12.2012 when the case is listed for final disposal.

The salient features of the Company's performance in different areas during the year are given below.

1. FINANCIAL RESULTS :

2012 2011 Rs.In Rs.In Rs.In Rs.In PARAMETERS: lakhs lakhs lakhs lakhs

Income from Sales & Other Income: 5384.69 3886.98

lncrease/(decrease) in Finished good stocks: (25.39) 125.14 Net Income: 5355.78 4012.12

PBIDT 31.33 (1120.42)

Depreciation 134.90 133.97

Interest 84.86 364.46

Net Profit(-) Loss (188.43) (1618.85)

Cumulative Loss:

Balance as per last Account (11392.77) (9741.81)

Previous years Adjustment (73.02) (32.11)

Adjustment of Provision of deferred tax

Loss carried to Balance Sheet (11654.22) (11392.77)

2. PRODUCTION:

The production figures in the constituent units of the Company are given below: The Rajamudry unit production Jumped by a whooping 70.85 % during the year.

Figures in lakh sq. mtr. on 2 mm basis

Product Location 2012 2011

Sheet Glass Allahabad - 1.75

Figured & Wired Glass Rajahmundry 70.15 41.06

3. MARKETING/SALES

The volume of sales handled by the Company in different product segments is indicated as below. The sales volume at Rajamundry grew by a handsome 76.64% during the year.

Figures in lakhs Sq. Mtr. Product Quantity Sold

2012 2011

Sheet & Float Glass (2mm) Figures & Wired Glass (3mm) 69.59 39.40

In financial terms, exports during the year also grew significantly to Rs. 160.12 Lacs compared to Rs. 10.88 lacs during the previous year.

4. DIVIDEND:

Your Directors are not in a position to recommend any Dividend for the Financial Year ending March, 2012 due to accumulated losses of the company.

5. CAPITAL EXPENDITURE:

The Company did not incur any capital expenditure during the year.

6. DEBT RESTRUCTURING:

As informed earlier IDBI had sanctioned an OTS package which was valid till February 2011 and on request of the company had extended the package upto July 2011. However since the sale of Allahabad plant could not materialize. IDBI withdrew the OTS package in October 2011. The Company again approached IDBI for revival of the package by allowing extension of time upto March 2013. We are confident of getting favourable response.

As regards SBI , they had given OTS package which was valid till 30th November 2011. On expirty of the period they had indicated that the package will be withdrawn. However on follow-up with them they have extended the package upto March 2013.

As regards Canara Bank, they did not approve any of our proposals submitted by us and therefore the company has requested AAIFR to pass suitable order directing Canara Bank to fall in line with other secured creditors.

7. AUDITORS' REPORT:

As regards point No. 4 of the Auditors Report of even date, Depreciation for the Float plant has not been provided since September 2006 as the same was under closure. As regards point no. 5, as SBI has already extended their OTS proposal and SASF has in principal agreed to extend the OTS package, and since the company's Debt restructuring scheme submitted to BIFR the company has requested for waiver of interest on all institutional/Bank loans and on all others statutory dues, no interest has been provided during the year. As regards point (ix) (a) & (b) of the Annexure to the Auditors Report of even date, the company could not deposit the contributions towards Family Pension and other statutory dues due to paucity of funds and due to the Allahabad Plants remaining closed and Rajahmundry unit facing fund crunch. However the company was

Plants remaining closed and Rajahmundry unit facing fund crunch. However the company was able to settle some of the Statutory Dues during the year. It is proposed to pay all.the remaining statutory dues from the sale proceeds of Allahabad unit. As regards the disputed amounts pending before various authorities, the liability came down substantially to Rs.2234.58 lacks from Rs.4345.76 lacks with a major case being remanded back by the Central Excise Tribunal New Delhi to the Commissioner Central Excise Allahabad for reassessment. Against the remaining cases the company has filed necessary appeals before the competent authorities and the same are pending for Judgment.

8. COST REDUCTION & PRODUCTIVITY IMPROVEMENT:

Your Company has in place appropriate systems to monitor costs incurred in different areas of operation. Several initiatives have been taken to further reduce costs at all level of operation at Company's Rajahmundry Plant wherein significant savings in Manpower and energy costs have been achieved.

9. HUMAN RELATIONS:

As mentioned earlier the company has decided to settle the legitimate dues of the Allahabad plant workers to avoid any dispute with them and a number of workers have taken their full and final dues. The company would be in a position to settle the dues of all the workers once the sale of Allahabad plant is finalized. The Human relations at the company's Rajahmundry unit remained cordial.

10. DIRECTORS:

The Board of Directors at present consists of Mr.J.K.Agrawal Managing Director, Mr.A.K.Dhawan Director Finance, and three Independent Directors Dr.Kamlesh Narain Agarwala, Mr.Ashoka Kumar Rastogi and Mr.Peeyush Kumar Kesharwani.

The Company has greatly benefited from induction of these Independent Directors and with their joining the Audit Committee for the Board of Directors and the Remuneration Committee have been reconstructed and their meetings are held regularly.

11. AUDITORS:

The Auditors, Messrs Amit Ray & Co., Chartered Accountants, retire at the forthcoming, Annual General Meeting and being eligible, offer themselves for reappointment.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: V

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of the Directors) Rules, 1988 is set out in statements hereto and form part of this report.

13. ENVIRONMENT AND SAFETY:

A lot of emphasis is placed on occupational environment health and safety of the employees of the Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much greener environment has been created by using waste water and only those plants have been planted which make the environment clean and dust free. The Company recognizes employees' safety and is always inclined to improve on such standards.

14. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to any material departure.

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for that period.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

15 CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Corporate Governance and Management Discussion and Analysis Report are set out as separate Annexure to this Report.

Place: Allahabad On behalf of the Board

Date: The 27th October 2012

Mr.J K Agrawal Managing Director

Mr.A K Dhawan Director Finance

Dr.Kamlesh Narain Agarwala Director

Mr.Ashoka Kumar Rastogi Director

Mr.Peeyush Kumar Kesharwani Director


Mar 31, 2010

The Directors hereby present their 39th Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

During the year under review, the Management had decided to commission the Plant No.4 and the same was ultimately commissioned on 15th August 2009 but due to high oil prices and low yield and poor realization the Plant was found unviable and ultimately it was closed down on 10th October 2009. The management after considering the market conditions and the Companys fund situation ultimately decided to sell off some of its facilities like Meerut and the Allahabad Plants to enable it to repay back the loans of the Institutions and Banks and also settle the dues of workers and other creditors. In this direction the Company was able to finalize the sale of the Meerut unit with M/s.Nipro Glass Corporation, Japan and finally the necessary agreements were entered into and all formalities completed & the unit was sold off to M/s.Nipro Glass Corporation for Rs.2000 lacs which was utilized for payment to the Institutions and Bankers against part of the OTS package sanctioned by them. The company is looking out for a suitable buyer for the Allahabad facilities so that the balance dues of the Institutions, Banks and Other Creditors can be settled once for all. and in this process Companys carry forward losses would be written off and the net worth of the Company would eventually become positive. The company would then be a debt free company and would concentrate on running the 2 plants at Rajahmundry and would go in for further expansion there. The operations of the Rajamundry and Meerut were satisfactory during the year but due to closure of the G II plant on account of repairs the turnover suffered at Rajahmundry. The production at Meerut was much lower than the previous year due to technical constraints.

As mentioned earlier the Company has approached BIFR under the provisions of SICA Act and the company has been duly registered as case no.54/2008 on 24.12.2008. Finally the company has been declared Sick vide BIFR order dt.4.3.10. The company is in the process of submitting the Draft Restructuring Proposal before BIFR for their consideration and approval

The salient features of the Companys performance in different areas during the year are given below.

1. FINANCIAL RESULTS :

2010 2009 Rs. In Rs. In Rs. In Rs. In PARAMETERS: lakhs lakhs lakhs lakhs

Income from Sales & Other Income: 3635.47 3960.38

lncrease/(decrease) in Finished good

stocks: (299.84) (442.27)

Net Income: 3335.63 3518.11

PBIDT 1045.71 (499.60)

Depreciation 148.23 224.36

Interest 3.75 1129.84

Net Profit (-) Loss 893.73 (1853.80)

Cumulative Loss:

Balance as per last Account (10402.42) (8304.34)

Previous years Adjustment (233.12) (68.58)

Adjustment of Provision of deferred tax - (175.70)

Loss carried to Balance Sheet 9741.77 10402.42

2. PRODUCTION :

The production figures in the constituent units of the Company are given below :

Figures in lakh sq. mtr. on 2 mm basis

except figured and wired glass which is on 3 mm basis and neutral glass tube is in MT

Product Location 2010 2009

Float Glass Allahabad - -

Sheet Glass Allahabad 1.75 -

Reflective Glass Allahabad - -

Figured & Wired Glass Allahabad - -

Rajahmundry 25.14 25.00

Neutral Glass Tubes Meerut 2337.94 MT 3015.89 MT

3. MARKETING/SALES

The volume of sales handled by the Company in different product segments is indicated as below.

Figures in lakhs Sq. Mtr.

Product Quantity Sold

2010 2009

Sheet & Float Glass (2mm) 1.75 -

Figures & Wired Glass (3mm) 26.01 25.27

Neutral Glass Tube (MT) 2549.17 3263.66

Reflective Glass (2MM) - -

Float Glass (2mm) - -

In financial terms, exports during the year amounted to Rs. Nil compared to Rs. Nil during the previous year.

4. DIVIDEND : -

Your Directors are not in a position to recommend any Dividend for the Financial Year ending March, 2010.

5. CAPITAL EXPENDITURE :

The Company incurred Capital Expenditure of Rs.91.01 lakhs during the year.

6. DEBT RESTRUCTURING :

With .the decision taken by the management to sell off the Meerut facilities the company approached the institutions and other consortium bankers for sanctioning OTS proposal to the company in order to settle their dues once for all. The Board is pleased to inform that IDBI (SASF) has already sanctioned a OTS package to the company vide their letter BY SASF (TGL)/3075 Dt. 10.2.10 as per which their dues have been settled at Rs.4000 lacs which is payable by 28.2.2011. The company from the sale proceeds of Meerut unit has already paid IDBI (SASF) Rs.1440 lacs and balance will be paid from the sale proceeds of the Allahabad unit. Similarly State Bank of India has in principal approved OTS package vide their letter no.SASF(TGL)/3075 dated 10.2.10 for Rs.1489 lacs out of which Rs.400 lacs has been paid and balance is payable by 31.3.2011. HSBC another consortium bank has also settled their dues for Rs.15 lacs and the same have been paid to them as a result No amount is due to them. We have approached Canara Bank also with a OTS proposal which as on date is still under their consideration. The Board is confident that with the above restructuring exercise the companys net worth will become positive and the Company would be able to wipe off its accumulated losses in the next 2 years time.

7. AUDITORSREPORT:

As regards point No. 4 of the Auditors Report of even date, Depreciation for the Float plant has not been provided since September 2006 as the same was under closure. As regards point no. (5) as already an OTS proposal, has been submitted by the Company to the Bank and it is under their consideration no interest has been provided during the year as regards point (ix) (a) & (c) of the Annexure to the Auditors Report of even date, the company could not deposit the contributions towards Family Pension and other-statutory dues due to paucity of funds due to the Allahabad Plants remaining closed and Rajahmundry unit facing fund crunch. It is proposed to pay all the statutory dues from the sale proceeds of Allahabad unit. As regards the disputed dues company has filed necessary appeals before the competent authorities and the same are pending for judgment.

8. COST REDUCTION & PRODUCTIVITY IMPROVEMENT:

Your Company has in place appropriate systems to monitor costs incurred in different areas of operations. Several initiatives have been taken to further reduce costs at all level of operation especially at the Companys Rajahmundry and Meerut Plants wherein significant savings in Manpower and energy costs have been achieved.

9. HUMAN RESOURCES:

As mentioned earlier the company has ultimately decided to settle the legimate dues of the Allahabad plant workers to avoid any further alteration with them. The Human Relations at the Companys Rajahmundry and Meerut units remained cordial.

10. DIRECTORS:

Sri GC Agarwal retires by rotation and being eligible, offers himself for reappointment. During the year no Audit Committee Meeting could be held as the minimum requirement of 3 members in the Committee could not be met. The company was able to inductan independent Director

Dr .Kamlesh Narayan Agarwala who has vast experience in the banking sector and company would definitely benefit from his expert knowledge and guidance. The company is making all efforts to induct another independent Director on the Board so that the Audit Committee can be constituted to comply with the requirements of corporate governance .

11. AUDITORS:

The Auditors, Messrs Amit Ray & Co., Chartered Accountants, retire at the forthcoming, Annual General Meeting and being eligible, offer themselves for reappointment.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of the Directors) Rules, 1988 is set out in statements hereto and form part of this report.

13. ENVIRONMENT AND SAFETY:

A lot of emphasis is placed on occupational environment health and safety of the employees of the Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much greener environment has been created by using waste water and those plants have been planted which make the environment clean and dust free. The Company recognizes employees safety and is always inclined to improve on such standards.

14. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to any material departure.

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for that period.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

15. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Corporate Governance and Management Discussion and Analysis Report are set out as separate Annexure to this Report.

INFORMATION AS PER SECTION 217(1)(e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31st MARCH, 2010 :

1. CONSERVATION OF ENERGY

I. Mandrel M/C Motor of 5HP to be replaced by 1.5 low rpm (950 rpm) along with timing belt and timing pulley, with this there will be saving of electricity and also improvement in tolerance of Outer dia. and Wall Thickness.

II. Installation of Oxygen Gen Set by which there will be consistent availability of good quality of Oxygen resulting into improvement in efficiency of Glazing machines by 5 to 6%. Cost wise also it would be approx 60% of existing cost of Oxygen which is being purchased from market.

III. Installed injector blower 40 HP for exhaust of flue gases, which gives the better consumption in furnace resulting fuel efficiency and saving 1% oil.

IV. Stopped using vaporizer (3.5 KWH) of LPG and start taking vapors directly from the LPG bullets together.

V. Stop continuous running of sand elevator. Due to installation of small storage bin between the conveyor and the elevator reduced the running hrs by 50%, resulted in saving of 1 KWH.

VI. Cold repair done for RFO oil saving, resulted in saving of oil from 4.2 MT to 3.7 MT i.e. 0.5 MT/Day

VII. Barrier wall putted during the cold repair further increase the efficiency of furnace and improved the quality.

VIII. Repaired old PLM epergy meter for the plant,to control the energy distribution and uses.

IX. In G-ll the gas temp control has been made by improving temperature control of leher, resulting in saving in gas consumption and better glass yield.

X. After repairing and redesigning of G-ll Furnace the gas consumption has reduced substantially.

II. TECHNOLOGY ABSORPTION:

Efforts made in technology absorption as per form B of the Annexure to the Rules. 1.Research and Development

a.) Installation of liquid oxygen bullet in place of oxygen genset, which will give consistent firing and good control of temperature, resulting LPG saving.

b.) Small mixture machine introduced in the batch for mixing of minor ingredients, which gives the good mixing of batch and better melting and reduction if unmelted stones.

c.) Introduction of graphite roller in place of asbestos/steel roller, resulted in visual quality of final product.

d.) Installed final cutting of tube by water spray system, resulted removing of chilling unit and saving of 4 KW and also the consistency of quality of cutting.

e.) Technology for re-engraving of roller for some designs developed in house leading to saving in fuel cost.

f.) Developed technology to reuse of old debituse and cost of energy has been reduced.

III. FUTURE PLAN OF ACTION FOR ENERGY CONSERVATION:

1. Updation of reversal system from relay to PLC module.

2. Installation of energy meter in colony to control electricity consumption.

3. Installation of Central AC system in place of window ACs, which are taking more energy.

4. LCD light in the offices and in corridors.

Place : Allahabad On behalf of the Board

Date: The 20th August 2010

J K Agrawal Managing Director

Dr. G C Agrawal Director

A K Dhawan Director (Finance)



 
Subscribe now to get personal finance updates in your inbox!